One Moment
 written by Gail Christison


Rating: FRAO
Spoilers: None indicated.
Summary: My first W/G fic, born out of a challenge - and a most painful birth at that. Long, and filled with adventures, drama and angst for Willow and Giles, interleaved with a budding romance that becomes a passionate affair.
Feedback Author: Gail Christison
Author's Website: Once More With Feeling


Willow smiled as Giles and Xander came in, both breathtakingly handsome in their grey morning suits. They had both managed one way or another to convince their respective employers to give them time off. They were laughing and talking and Willow again thought how handsome, in fact... devastating... Giles looked.

She turned back to Buffy and whispered that the men had arrived.

Buffy turned and smiled radiantly, and waved to both.

Xander grinned and waved back, while Giles tilted his head a little, then finally smiled and nodded.

Willow helped Buffy gather the half train on the very pale coral pink dress, with its tight bodice and full skirt, and they crossed to where the guys had assumed their positions.

"Wow," Buffy said, looking Giles up and down. "Am I marrying the right guy? You look good enough to eat."

Giles snorted and kissed her cheek. "You look beautiful, Buffy," he said softly, looked over his shoulder and grinned at Willow. "And so does the bridesmaid."

Willow curtseyed. "Thank you, kind sir," she twinkled, the full skirt of her deeper rose coloured, calf length dress swirling around her slim legs. Her long neck was shown to perfection by its neckline and her upswept hairstyle, was held in place by a miniature version of the clasp that held Buffy's.

"Knock it off," Buffy told them good-naturedly. "I'm the bride. I get the compliments."

"That's our Buff," Xander chimed in. "By the way, where is the groom?"

Willow's brows drew together at the shadow that passed over Giles' face. Then it was gone, and he was joining in the good-natured banter about Riley's tardiness.

A few moments later the music started and Giles stepped close to Buffy's side, extended his arm and placed his hand over hers when she took it. Willow and Xander took their places behind them. It was an unusual service, convention and innovation mixed haphazardly together in typical Buffy fashion.

"I feel like an overgrown page boy to Willow's flower-girl," Xander muttered as Joyce arrived and handed Willow her flowers: fat white rosebuds nestled in baby's breath in a teardrop bouquet.

"Xander," Joyce chided, then turned to her daughter with her flowers. The tight, dusky pink rose buds interspersed with baby's breath and soft green fern were perfect against the almost white dress, picking up the soft, shell pink highlights as she moved.

The ceremony went off without a hitch, Riley looking magnificent in his charcoal grey suit and seventy dollar haircut and Buffy breathtaking in her dress, swept up hair held in place by the jewelled clasp her father had given her. Even Hank Summers, waiting at the chapel altar with Riley and his Best Man, to stand by his daughter, looked handsome in his grey morning suit.

She hadn't wanted a veil, a white dress or any number of the trappings of a traditional wedding. She'd simply wanted this, to be brought to the man she loved by the people she loved most. The rest was for her mother.

Willow smiled to herself. Buffy was the only person she knew so able, so often, to have her cake and eat it too...

The reception was comparatively small, but nice. Once the formalities were over the music started and people had begun to dance. She watched Buffy and Riley move around the floor oblivious to everyone and everything in the room and was glad for her friend. Her gaze flicked to Xander and Anya, their bodies entwined, eyes closed, swaying in a world of two, and a small flame of jealousy leaped to life. It had been so long since she'd known that kind of closeness. She sighed and picked up a breadstick. It really wasn't the day for wallowing in self-pity again. It snapped clean in two. She looked down at it, blinked, and then giggled. Well, maybe a little, she told herself soothingly.

The music changed. Hank Summers cut in on the groom and Joyce took the floor with Riley. Willow frowned suddenly and looked around the room, stopping when she finally found what she was looking for.

Giles had started the evening at the main table, while she, Xander, Anya, Cordelia, Angel and Wesley had been placed a little further away with others their own age. Angel's group had slipped away as soon as they decently could. Willow rolled her eyes. Well, it was Joyce's day as much as Buffy's.

Now, however, Giles was sitting on his own in one of the small lounge areas in the reception room, in a peacock blue suede armchair with a glass of champagne on the chrome-and-glass coffee table in front of him.

"Hey," she said softly, as she came unnoticed to his side.

He looked up slowly and smiled. "Hello."

"It went well."

He nodded. "Very," he agreed. "I hope she's going to be happy. He seems like a decent chap."

"Oh, he is," Willow assured him. "He'll take good care of her." She bit her lip the moment she said it, watching his gentle green eyes cloud and a shadow of sadness settle on his face.

"Yes... I suppose he will," he agreed.

Willow looked over her shoulder when the music changed again, then back to Giles.

"Giles? You&-you wanna dance?" she asked timidly.

His eyes narrowed and he searched her face.

"Nobody else has asked... ?" he guessed wearily.

She scowled. "Lots. I just didn't want to dance with them. But if you want to sit here in the corner and sulk... " she snapped.

He was up and towering over her in the blink of an eye.

"That came out appallingly badly, Willow. I'm sorry... and for your information I don't sulk," he added.

Her face cleared and she smiled up at him. "Yes you do, but I forgive you."

He smiled back, his eyes warm with affection. "In that case," he indicated the dance floor, "shall we?"

Willow was surprised when he took her hand rather than offering an elbow, but not disappointed. His hand was warm and strong and she found that she liked that he felt that relaxed with her. When they reached the floor he pulled her gently into his arms and moved smoothly into the rhythm of the music, swinging her around the floor with a fluid grace she couldn't help but be caught up in.

Willow closed her eyes. This was nothing like dancing with Oz. There had been bliss and pleasure in being close to Oz, and a lot of fun... but there was something very different about dancing with a man who could hold you in his arms, make you feel protected and cared for, just by his sheer size and strength, and the gentleness that contradicted it.

After a while she looked up tentatively, to find him looking down at her. He smiled again as they swung past Xander and Anya who were trying out new steps.

"Okay?" he asked softly.

She exhaled and grinned. "Way," she told him. "You never said you were this good."

His smile widened to a grin. "Another then?" he asked as the music faded and couples began to leave the floor.

Willow nodded, surprised but delighted, as they moved off again to the strains of Bryan Adams' 'Everything I do... ' This time Giles slowed almost to a gentle sway, as the floor grew crowded. It was so nice, the rhythm, the warmth, the feel of his arm around her, that without realising it Willow rested her cheek against his chest, leaning slightly against him as she moved to the music.

Giles stirred from his music-induced brown study and looked down, smiled tenderly and tightened his arm around her protectively. Of all of them, she was the one about whom he'd always worried the most. For all his fears about Buffy, he'd always had the reassurance lent by the knowledge that she was the Slayer... with her superior healing, superior strength. Willow, however, had always been just... Willow... small, sweet, vulnerable... and far too courageous and plucky for her own good.

They drifted past Hank and Joyce Summers and then Anya and Xander, slow dancing contentedly once again and Giles considered what a pity it was that Willow was still alone. He understood only too well Oz's motives for leaving, but it had broken his heart to see her suffer the way she had, even after the others had grown impatient with her. Since then, it had continued to worry him, the way she'd withdrawn socially, despite the relatively brief interlude with Tara, a little of the old, bubbly, innocent Willow they all loved seemingly gone forever.

The song slowly drew to a close and Willow finally stirred as they came to a halt.
When she looked up at him with those huge emerald eyes there was contentment, pleasure and affection in them.

"That was nice."

He couldn't help smiling. "Yes, it was," he agreed.

The strains of another slow tune rose in the background and Willow's smile widened expectantly as the remaining couples happily resumed doing what they were doing before the music had changed.

Giles, eyes twinkling, was about to respond, when someone tapped him on the shoulder.

"Can I have this dance, gorgeous?"

He experienced a stab of disappointment, then the leaping of the pulses he'd been experiencing whenever Buffy was near, since the prom, when she slid a hand onto his shoulder.

"Sorry Will," she said brightly. "Can't hog the best looking guy here all night, and besides, Riley and I will be leaving soon so you'll have him all to yourself then."

Willow contrived a lopsided grin. "He's all yours," she said brightly. "I'm thirsty anyway."

Giles frowned a little when she left without even looking at him, but not for long. He gathered Buffy in his arms, grinning, and allowed himself for just one time, to be to her what he never could before. He held her close, absorbing the happy glow in her eyes, the rosy flush in her cheeks, the relaxed laughter as they passed Xander and Anya yet again and she exchanged good-natured jibes with the former.

Somewhere deep in his soul a small ache started as he held her, smelled her... listened to her. She was someone else's now. Never again would he be her last line, her real protector. Now he truly was just 'hanging around like a big loser' in Sunnydale. He sighed very deeply and was surprised when a hand reached up and brushed his cheek.

"Hey, big guy," she said softly. "Weight of the world?"

He looked at her then and her smile faded.

"Oh," she whispered, and her eyes grew very bright. "I won't stop loving you," she told him and let her gaze flick across to Riley, doing his duty dances with yet another of her Aunts. "It's just... "

"There is your future," he guessed, hiding the pain of her words with his usual efficiency, "and I am," he borrowed a phrase from her vocabulary, "of the past."

Hurt flickered in Buffy's large blue eyes. "No you're not. Don't ever say that. I don't know what the technical term is for what we are... all I know is I love you more than I've ever loved anyone except for Mom... "

"And young Finn," he added and was surprised when she shook her head.

"You think you know so much," she teased, moisture collecting in her eyes. "Well, you don't."

Before he knew what was happening she reached up and drew his head down to hers, brushed his lips with her own and was gone.

His heart racing, Giles looked after her frantically. She was already across the dance floor pulling her father onto it, resolutely not looking his way. After several frustrated, lost moments, he pulled himself together and headed back to where he left his drink.

Halfway there he realised there was someone in his chair. Willow. She was curled up in the seat with a drink of her own, seemingly in a world of her own. The two other chairs in that group had been shifted elsewhere, to add to another, leaving just that one and the table and he didn't want to disturb her. Instead he turned, suddenly in need of some air, and took himself out of the building, unaware that Willow had looked up, and had seen him looking at her at the last, before he wheeled and strode toward the exit.

She watched him go, puzzled, and more than a little disappointed. She wanted to dance with him again and hadn't been able to talk herself out of being meanly annoyed with Buffy for taking him away from her, despite it being her big day. It had been hard, too, watching the pleasure on Giles' face, as he danced with her. She'd been seeing that look for months, ever since the prom, in fact. At one time she even thought he might one day do something about it. But he hadn't...

Several minutes later she frowned again. Giles hadn't come back and Buffy and Riley were due shortly to leave for their honeymoon. Willow took another sip of her drink. He will, she thought. He will...

When, in due course, the pair did emerge from a side room in their travelling clothes, and there was still no sign of Giles, Willow made her way across to kiss the pair goodbye with everyone else. And after the excitement was over, Anya had caught the bouquet and the happy couple had driven away in their hired sports car, Willow's eyes searched the hall and the remaining sea of faces, but there was no Giles. She'd seen Buffy looking for him, the hurt look in her eyes when she realised he wasn't there. But Buffy was Buffy, and she'd let it go, and gone with her new husband without raising a fuss, as Willow... and probably Giles, knew she would.

He was outside the fire exit, hands in pockets, staring up at the night sky. He looked awfully alone. Willow walked slowly to his side and stopped, her shoulder almost touching his, raised a hand holding a glass.

He looked down at it, then at her. Willow saw despair in his eyes, just for a moment, and then it was gone as if it had never been there. He half smiled.

"I sneaked it off the refreshment table," she confided in answer to his questioning look.

His smiled widened and he took the glass, ice rattling, and downed its contents before sitting it on the flowerbox he was standing alongside.

"Thank you," he said softly, straightened and looked up again.

"Are you okay?" she asked, as his eyes returned to the bright moon.

He shook his head very slightly. He rarely lied to her and when he did it was usually by omission rather than outright, and for her own good.

Willow's heart constricted. She slid her arm slid around his waist and tightened it, and leaned silently against him.

Giles' eyes closed. Her simple act of kindness was almost more than he could bear. When he was able to move, he drew his arm around her shoulders and squeezed.

In reply she rested her head against him and lifted her eyes to the night sky. "Tell me again which one is Cassiopeia?" she asked very gently, her mouth trembling a little at the tremor in the hand holding her shoulders as he began a gentle dissertation on that particular constellation and its location.

Their discussion had blurred into Greek and Roman mythology, and had become quite animated by the time Xander came looking for them.

"There you are. I've been trying to find you guys for the last twenty minutes. I was getting really wigged, what with your car still in the parking lot and all."

Giles cleared his throat and let his arm fall to his side. "Yes, well, it was quiet out here."

"Yeah," Willow added. "We were discussing astronomy and how a lot of stuff is named from Greek and Roman mythology."

"Sounds about right for my two favourite book people. Giles, can Anya and me get a ride with you into town?"

Giles relaxed. "If you like," he said easily. "I'll see you in the parking lot in about twenty minutes."

Xander grinned. "Cool."

When he was gone Giles looked down at Willow. "Can I drop you somewhere... the campus, perhaps?"

She shrugged. "I guess."

He half turned, but for some reason he was put in mind of the dorm room, and how alone Willow had seemed in it last time he was there. He remembered assuming it was because Buffy wasn't there, but now he looked back at the other girl. She was looking up at the sky again but her face betrayed her.

"Not looking forward to rooming alone?" he asked softly.

Willow's gaze whipped back to his. "I... how... no, not really. I used to be alone all the time, then I had Oz... and afterward there was at least Buffy for company. I... "

Giles' gaze softened. "I know," he said gently.

Her eyes widened. Of course... "Oh, I... you... do you get lonely?"

He nodded. "But one gets used to it after a time. You know, we have to drop Xander and Anya in town. There's no reason why we can't find something to do ourselves, if you really don't want to go home yet."

Willow blinked, then smiled. "Really? Giles... really? You're sure it wouldn't be too boring for you? I mean, I'm not&-"

Giles touched her cheek. "Don't underestimate yourself," he said softly. "I wouldn't have asked you if I didn't want to. I know I'm not Buffy or Xander and I'm not much of a consolation prize for young Tara, or Oz or any of the young men who should be flocking around you, but&-"

Willow slid a hand over his. "You're way better than any of them," she told him, and meant it. "You're Giles. You know, now that I'm out of school and you're not like a teacher or anything anymore I guess I can tell you I had the biggest crush on you for years."

He laughed softly. "I'm flattered," he told her, genuinely touched. "But I'm glad you didn't tell me before. You were a charming child and I very much enjoyed that time and our friendship. If I'd known we might have missed out on a great deal of that."

"Then I'm glad I didn't tell you." They turned together toward the door. "Giles, do you still think I'm a child?"

Giles was startled by the question. After a pause he cleared his throat. "I suppose it's a relative thing," he said carefully. "To me you are very young, but legally you are now able to vote, to make love, to wage war and die for your country. I think that qualifies you as an adult."

Willow was disappointed with his answer. "You don't see Buffy as a child," she said softly as he pushed open the exit door.

He sighed. "In many ways Buffy hasn't been a child for a very long time. In fact I think I can almost pinpoint the day she lost her childhood... "

"Angel," Willow guessed, thinking of Buffy's seventeenth birthday.

Giles shook his head as they passed the dance floor. "It was the day she died. The Master stole her childhood long before Angelus tried to take the rest."

Xander and Anya were waiting by the burgundy coloured Altima™ to which he'd only recently upgraded. Giles unlocked it and went around to hand Willow into the passenger seat.

"Hey, thanks for the ride, Giles. You can leave us at the Bronze," Xander announced gleefully. "Anya and I haven't done dancin' yet."

Giles nodded wordlessly and backed the car out of its slot.

He and Willow watched the pair stroll arm and arm into the Bronze and both sighed silently at the same time, then Giles looked down at his companion.

"Where would you like to go?" he asked, watching her gaze wistfully at the other pair and waiting for her to look up at him.

"Well, there's always ice cream... or... is there a movie you want to see?" she mused without turning.

He sighed again, audibly this time.

She turned then to search his face.

"You are going to have to start believing a little more in yourself," he said gently. "Is there a movie you would like to see? Or somewhere special you would like to go?"

Her eyes lit with affection. "Why didn't someone marry you a long time ago?"

He chuckled wryly. "That is probably a question best not pondered too much."

Willow's face grew serious. "Giles, was there ever anyone... you know, anyone else, besides... ?"

"Oh, a long time ago I fancied myself in love," he admitted quietly. "But she wanted more than I could give her, being homeless, jobless, rootless... God, I was a fool."

"Ripper... " she guessed softly. "That was a long time ago," she repeated then sighed. "You're not him." She frowned again. "And she was a bigger fool to choose him over you."

Dark emerald met soft green and held. They both knew she was no longer talking about the long lost love from the past.

He looked away. "She made the only possible choice," he said thickly.

"Why?" Willow said disbelievingly, "Because he's younger than you are?"

He closed his eyes. "Because it's the only choice I gave her," he said, took the park brake off, pushed in the clutch, and put the car in gear before opening them again.

"The school," she said suddenly as the car pulled out into traffic.

Giles flashed her a puzzled glance.

"I... I want... I want to see what they did with the library. I just never wanted to go alone... "


*******

The Altima™ slid to a halt in the Citroen's old parking slot, though the surface and the markings of the lot were all new. Giles' hands tightened on the wheel for a moment before he spoke.

"I don't know if we'll be able to get in," he told her.

She was already half out of the car. "We can try. And there's always your handy-dandy lock-pick."

He shook his head and followed her. The gleaming new exit doors were solidly locked, as were the access doors into the main building.

"It's not fair," Willow said plaintively after they'd tried every door, and smacked her hand against the one in front of her.

Giles sighed heavily and opened his wallet. "You'd better check whether they have an alarm system or not," he muttered and made a choking sound when she briefly threw her arms around his neck as he bent to the lock, before dancing off to look for signs of an alarm.

It took him five minutes to pick the standard deadlock, by which time Willow had returned to report no signs of wiring, warnings or external fixtures that might indicate the installation of a perimeter alarm system.

Inside they discovered that, like the old school, most of the lights had been left on, but unlike the old school the fittings were all gleaming and new, even still had lingering 'new' smells about them. Little of the character of their old school had been taken into consideration in the modernizations, at least until they reached the entrance and the trophy cases.

Willow's eyes glowed. "Its nice, they made it the same. New, but the same."

Giles smiled, but said nothing. The generations of children and teachers that had gone into the wear and tear, the patina on the old polished timbers and the chips out of the walls and floor could never be replaced. He was glad she wasn't old enough to mourn their loss as he did.

"Are you still certain you want to see the library?" he asked softly.

She nodded.

The swing doors were gone, replaced by a heavy glass one. Giles pushed it open sadly. Together they stood inside and looked around wordlessly.

Gone was every splinter of polished timber. Grey heavy-duty carpet covered the now single-level floor and the study tables had been replaced by booths with headphones, reading stands and computer terminals. Even the bookshelves were light-coloured and compact, gleaming in the fluorescent light. The book-cage was gone, and Giles' office. The new librarian's office was behind a clear Perspex booth with an almost 360 degree view of the library.

Willow stared at it. Common sense had told her that it would be different, but... not one thing... nothing remained as a testament to the time they'd spent there, the emotion, energy and terror they'd known in it. She closed her eyes, remembering the first time the Hellmouth had opened. Cordelia had turned heroine... she half smiled, then her lip trembled. Miss Calendar had been a hero too.

Cordelia was gone... Jenny was gone, Angel... and now Buffy... it was all gone. Moisture trickled down her cheeks. It even smelled wrong. It should have smelled like old furniture polish, dust, books and Earl Grey tea. Xander should have been lurking reluctantly, pretending to research whilst ogling Cordy instead. And there should have been Giles, and tweed and glasses and his book cage full of crazy weapons...

She made a small noise, turned and buried her face in his waistcoat. He put his arms around her wordlessly while she wept. And when she was done they both turned silently and left.

Only when she slid into the passenger seat of his car, did she finally speak.

"I'm sorry," she whispered. "It was stupid, going back. A part of me wanted it to be exactly the way it used to be... our library... "

He covered her hand with his. "We can't go back," he said softly.

She lifted sorrowful eyes to his. "But it was better then. We were all together. It was... "

"No it wasn't. It was just as frightening and precarious as life is now. We never knew from day to day what was going to challenge us next, which is still the case. What we wanted from that room we could never have again, even if it had been replicated in perfect detail... "

She searched his face then, his eyes, then nodded in understanding, all the faces, all the moments flashing by in a blur of joy, tears, memories and regrets.

She half laughed, half sobbed. "Do you think it's too late for ice cream?"

He too, chuckled damply. "One would hope not. A Triple Chocolate Rage would be rather in order right now."

Willow giggled. "You've been there before."

He nodded. "Occasionally, after particularly nasty patrols, especially in the first year. She has always been prone to nightmares. Doing something normal and ordinary... afterward ... seemed to reduce their frequency."

She tilted her head to one side. It made perfect sense. "But a Triple Chocolate Rage, Giles? Do you know how many calories there are... ?"

He grinned. "Just enough to make it worthwhile, particularly when shared by a fellow connoisseur."

"Let me see... chocolate chip, double choc chip, chocolate mint, chocolate cookie dough, hot chocolate fudge sauce, whipped cream, with melted white chocolate drizzled on top and Belgian chocolate flakes... I think I qualify as a 'fellow connoisseur,'" she mimicked in his best Oxford tones.

He chuckled and they drove away without looking back.

The ice-cream parlour was still open but it was after midnight and the place was all but deserted.

"Giles, your suit," Willow said suddenly as they got out of the car. "You can't. You'll ruin it."

In reply he opened the trunk and put his waistcoat, tie and jacket in it carefully, unbuttoned his immaculate shirt and removed it, then drew out a folded sweater that had been in there since his last patrol with Xander and Anya.

When she was able to draw her thoughts away from the vision of Giles, as she'd never seen him before, Willow nodded approval as he pulled the band of the dark, charcoal grey polo neck down over the band of his trousers.

He'd looked so different... different from anything she'd imagined. His shoulders were wide and smooth and his chest was still firm and contoured, not soft and succumbing to gravity like her father's, or Mister Donnelly, the gym teacher's, was. And there was chest hair, kind of light and close to his skin, but like it belonged there.

A tremor went through her as he closed the trunk and came toward her, the sweater not loose and baggy like his others, but hugging his hips, which in the tailored grey trousers seemed far leaner and more lithe than in his thick jeans and cord pants with his silly baggy sweaters bunched up over them.

Willow felt herself go hot all over when he touched her shoulder as they turned toward the shop. It was crazy, this sudden overwhelming... what...? She stole a glance up at him and felt another flush sweep over her. It was insane. He was her best friend... that gave her pause for a moment, but it was true. She and Xander hadn't been true best friends for a long time, and Buffy had had other priorities for some time. But Giles... Giles had always been there, the truest of all her friends; her best friend, not someone to suddenly begin having... well that didn't even bear thinking about...

She jumped when he put his fingers on her forearm to guide her to her seat at the table he'd chosen in the ice-cream parlour.

"Willow?"

She looked up at him guiltily, her face red. "Sorry. I was thinking about something else. You surprised me."

The lone, uniformed waitress arrived at the table before he could reply. Giles ordered the ice cream and drinks and the young woman wandered off again.

He turned his green gaze back to Willow. "Now," he said firmly. "Are you going to tell me what's wrong?"

She shook her head. "Do you mind, Giles? Please? I promise it's nothing serious... just really private. I'm fine, really."

"Not at all. I'm not trying to pry. I ... I was just worried."

She smiled. Just for a moment he was so much like the old, tweedy Giles she wanted to cry almost as much as much as to smile. "Thanks," she said softly. "Can... can I ask you something?"

His head tilted to one side curiously and he nodded just a little.

"What happened... to the tweed?"

Giles half smiled and sighed. "It was the uniform of a me whom I came to not like very much."

Willow frowned, trying to work that one out.

He watched her and wondered if she would.

And then she looked up, her eyes darkened almost to brown. "The Council. That test. That wasn't your fault, Giles. Even Buffy said so."

He stared at her for so long Willow thought he was angry, then she realised that his eyes had grown very bright.

"She said that?" he whispered.

Willow's eyes widened in surprise and mortification. "She... she never told you?"

He shook his head slowly.

"She should have. She should have," she repeated in a hoarse whisper. "She forgave you a long time ago, Giles."


He looked down and blinked a few times but before he could speak again the waitress was back with their ice-cream sundae, the chocolate mountains impressive in their miniature replica of a kitchen sink.

Willow blinked and stared at it for a long moment. "I can't believe you ever ate this. It's... it's just not Giles food."

He looked up slowly and smiled sheepishly. "I never have," he admitted. "I always wanted to, but she always has the same revolting pink confection, so I've always contented myself with something a little smaller. And it is too Giles food."

Willow all of a sudden felt about three feet taller, and about forty pounds lighter. And she like him being silly.

"Okay: it is too Giles food. You just never said anything about chocolate around us. Jelly donuts, definitely, but not chocolate... or ice-cream either."

He picked up a spoon and dove it into the wicked looking confection. "I don't have to tell you lot everything, do I?" he pointed out, lifting the spoon and offering it to her surprised mouth.

She looked up as she opened her mouth and he put the spoon into it. For a moment their eyes met and she saw the same surprise and confusion in his as she felt must have been in hers. She closed hers quickly and slid the ice cream off the cold metal of the spoon, picked up her own and began on her side of the sundae without looking up again.

They ate in silence for some time, until a glob of fudge covered chocolate chip ice cream fell off the bottom of Giles' spoon and landed on his sweater.

"Bugger," he said softly.

Willow looked up at the sound and saw the mess. "Good thing you changed out of your suit," she exclaimed. "I'll get some napkins." She was back in seconds with a fistful, the waitress looking daggers at her. Without thinking, she started cleaning where he'd scraped the glob off with his spoon.

For a moment he let her work on it, then spoke softly, "Willow, it's fine. I'll go to the men's room when we finish and wash it off."

She looked up at him and found her face only inches from his. Her heart clanged in her chest and then galloped off without her. She'd never been that close to his face, his eyes... his mouth before. And his chest was as hard as it looked...

With the greatest difficulty she forced herself to straighten. "O-Okay," she breathed, and backed away, Giles staring at her as she slid back onto her chair, a look of surprise, curiosity and something else on his handsome face.

Just as she thought she was going to explode from the tension he grinned ruefully. "I feel about six years old," he told her, "what with you fussing and me with ice-cream down my front."

Willow grinned back. "And on your cheek, and your sleeve," she pointed out playfully.

He looked swiftly at the underside of the sleeve she pointed to. "Oh, bloody hell," he muttered, making her giggle. He looked up, his eyes dancing. "All right for you to giggle, smarty. You've got chocolate sauce on your temple where you scratched it earlier and on your top lip, which looks rather adorable I might add."

Willow snatched a napkin and scrubbed at her mouth. "There's nothing adorable about a grown woman with a chocolate moustache," she told him irritably.

"Well I liked it," he argued, still amused, and picked up another napkin to wipe off the residue she'd spread across her face in her blind efforts to scrub it off.

She sat very still while he dipped it in her lemonade and removed the last remnants very gently from her cheek. "There," he announced when he was done. "Now you look like my Willow again."

Her eyes flew up to his. It was just a figure of speech...

Again he stared back at her for a long moment, an almost stunned look in the soft green eyes, then they both looked down self-consciously at the ice-cream. The moment was over. He was picking up their spoons again, handing her hers. They ate in silence until neither of them could fit another mouthful in.

Giles put his spoon down and grimaced as he wiped his mouth and fingers again. "I hope I've got some Alka-Seltzer at home."

Willow looked up innocently. "Tummy ache?"

He scowled. "Six year olds get tummy ache. I have upset digestion."

She giggled, the underlying tension between them finally broken. "Maybe walking would be better than Alka-Seltzer? Settles things down... usually," she suggested, not admitting even to herself that she was looking for any reason at all not to go home, or the reason why she didn't want to go...

He leaned back in his chair, stretching his abdominal wall as if to make more room. Willow thought he looked like a big, contented cat after a kill. "You're probably right," he decided. "Did you enjoy it?"

Willow focused. "Mm? Oh, the ice cream. Oh, yeah. It was perfect," she said as her eyes finally met his again.

So many times she'd looked at him in the past and seen... Giles. Seen the glasses, the worry, or even sometimes the laughter lines, the tweed... but she'd never really seen those eyes, the way they could shift from being angry to being so gentle, so tender, the way the green seemed to darken and lighten with his mood, or to twinkle or dance when he was amused.

"A... Are we going to walk home?"

He shook his head. "Better not to leave the car here."

"Oh... okay." She smiled. "Well, cemeteries are out, so don't even ask."

He chuckled. "Actually I was thinking more a long the lines of a quiet stroll along a suitably quiet beach. Vampires aren't known for their affinity for sand and surf and there are at least three beaches known to be without fire demon nests, all within reasonable proximity to Sunnydale, " he added wryly.

Willow beamed. "It sounds perfect... "

*******

The sand was cold underfoot. Willow was still finding herself occasionally looking down at his feet. Giles with his suit pants rolled up and barefoot was not a sight she'd expected to see today, if ever. As she expected, he had very large, masculine feet, not wide, but strong.

She looked up again. There wasn't much light, but the moon was higher now, and reflecting brightly on the inky waters. The beach was deserted, due in part, probably, to the hour, and also to the briskness of the breeze blowing off the surf.

They ploughed their way down past the high waterline, where the sand was packed down and easier to walk on.

Willow made a squeaky noise when her toes dug into the dampness as they walked and Giles chuckled alongside her.

"Too cold?" he asked, more as a matter of form than real concern.

"Oh, no," she grinned. "It just... tickles. How's your tummy?"

"My stomach is fine," he retorted pointedly. "Lord it's been a long time since I was on a beach."

"Not even patrols?"

He shook his head. "We weren't even aware of the fire demon nests until Angel pointed them out," he said quietly.

"Oh. So when was the last time you were on a beach?" she asked, suddenly wanting to change the direction their conversation was taking.

He thought about that for a long moment then halted. "I was a small boy and it was high summer in England, which if I remember, wasn't anything to shout about. My mother took me to Blackpool for the day."

Willow turned and looked up into his face. It had a far away look on it, and she wished she could see his eyes better.

"You miss her?" she said softly.

"Sometimes," he admitted. "Back then, all the time. When she died I thought my world had collapsed." The faraway look intensified. "You must understand; my father was not a tactile man, not demonstrative in any way, and a strict disciplinarian. As an adult I was to realise that he placed my preparation as a Watcher above any emotional need I... or indeed he, might have had, but as a child and for years after I simply thought he was a prize bastard." Giles shook himself and started walking again, as if he'd realised that he'd said more than he wanted to.

Willow fell in alongside him again, silently slipped her hand into his and squeezed. A moment later he squeezed back.

They'd wandered about half a mile down the beach when it happened. But this time it was neither demon nor vampire.

Willow grabbed a handful of white sand as Giles rolled over and over, struggling with their attacker, the blade glinting only when its edge was caught by the sparse moonlight. It took only a few more seconds for him to pin the lighter man long enough for Willow to cast the sand in the sallow face.

He howled with rage and discomfort and Giles seized the opportunity to punch him unconscious and to snatch the knife and throw it away. He rose, wiping blood from the corner of his mouth and breathing hard.

"Willow? Are you all right? Did he hurt you?"

"N... no, he only had hold of my arm for a moment."

Giles looked down at the scrawny, ragged, unconscious heap.

"Drug addict," he said distastefully.

"Giles, you're hurt," she said suddenly, when she realised there was far too much blood on his sweater.

"It's nothing," he told her, subsiding adrenaline revealing that to be something of a white lie.

"G-i-iles," she growled and lifted the damaged sweater before he could object. The slash across his ribs wasn't life threatening, but it was deep enough to need stitches in places and it was bleeding fairly profusely.

"Willow," he muttered, pain in his voice now. "Leave it. I'll dress it when we get home."

"Yeah. Right. Your pants are already ruined," she scolded. Have you got a clean handkerchief, or anything?

He rolled his eyes and winced as he dove his hand into his pants pocket and drew out a shabby but clean men's handkerchief.

Willow flicked it out then screwed it into a ball and pushed it into the wound. "There, hold that," she ordered, her hands beginning to shake with reaction.

"Willow, are you hurt... ?" he asked suddenly.

She shook her head. "I... I'll get the knife. A-are we turning him in to the police?"

Giles shook his head and winced again. "Poor sod needs help, not a jail term. He took out his wallet from the other pocket and, with a painful groan, bent and pushed fifty dollars into the man's hand just as he started to stir. "That should stop him from needing to mug anyone for a good long while," he explained at Willow's startled look.

The emaciated addict squinted up at Giles, still blinking sand from his eyes, looked at the cash in his hand, scrambled up and was gone faster than a startled rabbit.

After a five minute argument Willow drove them to the local ER, where the middle-aged nurse on duty grinned broadly and welcomed them like old friends. She asked after Giles' skull fracture at the hands of Gwendolyn Post and his sprained wrist at the hands of the Hellmouth demon, as well as teasing him about one or two old injuries she'd been on duty for, including their first meeting over a crossbow bolt in the butt... or near enough to it. By the time they were done with him Willow didn't know whether to laugh or feel sorry for him. She admired the good spirit with which he took their teasing and familiarity but couldn't help wondering if he really appreciated it very much.

"No stitches?" she asked when they headed slowly back to the car.

He shook his head. "Whatever else our Nurse Findlay is, she's good at her work. Some butterfly dressings to hold the nasty bits closed and a waterproof dressing, and Bob's your uncle."

"Not mine," Willow shot back dryly. "But I'm glad we came."

He smiled at her, touched by her concern.

She grinned back, her eyes lighting on the bloodied sweater. "Okay, I think I need to get you home now. Your sweater needs to be soaked, that is if you think we can fix it."

He looked down at the bloodied six-inch slash. "I think not," he said ruefully, "and it was my only tidy one." He sighed. "I hate shopping for clothes... "

It didn't take long to drive back to Giles' apartment. Willow walked with him to his door after parking the car in its usual place.

"I'm sorry our evening was spoiled," he told her as he unlocked the door. "But you really should have allowed me to drive you home. I'm cut, not disembowelled."

She wrinkled her nose. "Eiewww, nice imagery."

"First thing I thought of," he grinned as the door swung open. "But you get the point."

"Yeah, I do," she agreed reluctantly. "Except shock is a weird thing. I don't think Nurse Findlay would have liked you to drive, either."

Giles sighed. Checkmated again. "Well then, come in and have some tea. If I show no signs of passing out or bleeding to death by the time we've finished I expect you to allow me to drive you home." When she would have objected he tilted his head to one side. "Please?" he added and smiled, like a small boy asking for another cookie.

Willow giggled. "Okay, but only if you actually get some colour back in your face and it doesn't hurt too much."

He grinned at that and nodded. "Done," he said, as she laid his jacket, tie, shirt and vest over the back of his writing chair, and headed for the bathroom.

"After you," she called after him as he disappeared into it. "I'll put the kettle on while I'm waiting."

She had a tray assembled and the kettle boiling by the time he'd finished, slipped up the stairs and resurfaced in jeans and an unbuttoned blue shirt.

"What did you do with the other pants?"

"They're in the living room. I'll explain what happened and cover the cost. Don't fuss, Willow."

The kettle started to whistle and Willow drew her gaze away with the greatest reluctance.

"Okay," she shrugged, tipping the hot water out of the teapot and adding the leaves before scalding them with the boiling water from the kettle. "But it's going to cost you a small fortune. Will you be okay to go back to work?"

Giles shrugged. "I have another week of my annual leave to recover and I don't think my wound is going to be a serious impedance to my sitting behind a desk, signing documents and delegating work to others, do you?"

Willow's eyes searched his for a moment. He'd been with the big research laboratory for almost twelve months and had already told them he only took the job because the managerial position paid well but...

"You're not happy there are you?" she asked softly.

He returned her gaze for a long moment then smiled a rueful half smile and shook his head.

After she returned from the bathroom, and the tea had drawn, he followed her into the living room and they settled on the sofa. Neither had the appetite or the space for any of the cookies she'd automatically put out.

They were sipping their drinks in companionable silence when Willow spoke.

"Giles, can I ask you something... something really personal?"

"It depends," he said carefully, and curiously. "How nosey are you intending to be?"

She half smiled then grew serious again. "Very," she said softly. "It... it's about Buffy."

He looked away. "Then I reserve the right not to answer, but I won't stop you asking," he said equally softly.

"Why didn't you ever tell her?"

He stared down at his teacup. "A very good question," he said, almost to himself, wrapping both hands around the mug.

For a few minutes Willow thought he wasn't going to answer and then he began to speak, almost to himself.

"At first there was Angel... and the Ascension... and then the aftermath of Angel. She was in no frame of mind to be told that her trusted mentor and friend was now to all intents and purposes little better than a randy old man," he said bitterly. "And then I convinced myself that she didn't need the complications with college starting... and Olivia came to visit, complicating things even more... "

Willow frowned. How did she manage to forget about Olivia? What a tangled mess that turned out to be, and how hurt Giles must have been... again.

"I should have told you a long time ago, but... I'm really sorry about Olivia, Giles."

He shrugged, and winced again. "Don't be. We all have to live with the choices we make. It seems to be our lot, here on the Hellmouth, to fair poorly in love. I just hope to God Buffy has better luck this time."

"At least Xander and Anya seem to be happy," she pointed out, once again not liking where the conversation was headed.

He nodded. "But you see why I couldn't tell her. No sooner had Olivia left the first time than Buffy was mooning around over that Parker berk... "

"And then Riley happened... " Willow finished, her eyes narrowing. "Is that why you and Olivia... ?" As soon as she said it she could have bitten her tongue out.

Giles didn't answer for a long time. "That makes me sound rather a bastard, doesn't it?" he finally said softly.

Tears rose in Willow's eyes. "It didn't matter in the end, because she turned out to be rather a bitch," she pointed out.

He laughed hollowly. "Too true. And it did work out for the best. Buffy is happy... "

"And that's all that counts," Willow muttered, surprisingly bitterly.

Giles looked sharply at her. "If you really believe that, then I'm disappointed in you," he said, genuine hurt in his voice.

She looked up and bravely held his gaze. "I'm sorry. I didn't mean to be harsh. It's just... it always seems like it doesn't matter how hurt you get, as long as Buffy gets what she wants, Buffy is safe, or Buffy isn't hurt. You matter too," she said softly.

His eyes gentled then and his shoulders dropped in exasperation. "I thought you were implying that I didn't care about the rest of you."

She blinked. "Oh. We know you care about us, Giles. We've always known. That's why we love you so much. That's why I was so angry just now. It's old, saved up angry. I won't do it again, I promise."

He looked at her then, at her soft red hair still mussed from the incident on the beach, her huge emerald eyes and adorable smile. She'd had a mortgage on his heart, along with the others, almost from the moment he met her and had grown into a lovely young woman in just about the blink of an eye, simply continuing to mature and blossom despite the disaster with Oz. For the first time he allowed that he'd often found himself watching her in recent months, unconsciously enjoying the fluid way she moved, the elfin beauty of her limbs, her slender neck, when she was curled up on his sofa reading or sprawled on the floor near his bookcases looking for a new spell or an old reference to something she was researching to help with the slaying...

He shook himself mentally, focused again on his companion, who was watching him curiously. He regretted that the pitiful creature at the beach had ruined their evening. He hadn't enjoyed himself so much in a long time and he was sharply aware that he really didn't want it to end.

"I think I like you being angry in my behalf," he told her. "And as much as I'd like to go on sitting here like this, I think it's time I took you home. I know it's spring break, but you've had a big day and... "

Willow let her eyes wander to the chest visible between the edges of the open shirt, the hair on it that seemed sexier every time she looked at it, and the blue jeans he'd pulled on after taking the suit pants off... the ones that hugged his butt and fit in all the right places. She could still remember the first time she'd ever seen him in them...

"I like being here too," she said eventually and raised her eyes purposefully to his again, searching them. "Do you really want me to go home?" she asked softly.

Giles swallowed. They knew each other too well to play games and he knew exactly what she was asking.

"Yes," he said softly, before the coward in him had a chance to succumb to what was suddenly an incredible temptation. "Because I love you dearly, Willow, and I would be worse than a bastard if I asked you to stay," he added as she leaped up and walked toward the fireplace, obviously hurt and embarrassed.

She didn't turn.

He rose and went to her, put his hands on her shoulders. "You already know my heart," he said softly. "And you deserve better than an old man mooning over the past. In fact you deserve better than an old man, period," he added bitterly.

Willow turned slowly and looked at him, wisdom beyond her years in her eyes. "You felt it too, didn't you?" she guessed.

He stared back at her. "Yes," he admitted, as surprised by the question as by her implicit admission. "But I'm still taking you home."

Willow held his gaze for a moment. His voice had dropped to a husky whisper and she recognized the look his eyes. Then, wordlessly, she stepped into his arms, slid hers under the shirt and very carefully circled his waist before raising her face to his.

"Then kiss me goodnight, first," she said softly, her whole body electrified by the heat, the feel of his skin beneath her hands.

She could see him struggling with his better judgement and the worry that flashed in his eyes as he looked down at her. "Giles," she said softly, "I won't bite."

The laugh was torn from deep within him, the release of tension almost palpable. He touched her face in wonder, then bent his head very slowly and covered her mouth with his own. It went on almost endlessly, beginning with a tender question and becoming an exploration of each other, then a declaration of an attraction that both were in danger of being swept away by.

It was Giles, eventually, who gently took her shoulders again and eased her away. When she looked up at him, puzzled, he brushed her cheek with a trembling hand.

"I... we have to go," he said huskily. "Please, Willow... for both of us."

She was breathing heavily and her pupils were dilated alarmingly. "I don't want to, Giles," she said in a tiny voice.

"For me then," he begged. "I need time. I need to know I'm not hurting you by being with you when part of me still wants her," he admitted in a rush.

Tears welled in Willow's eyes. It hurt, but it moved her even more to know what it was costing him to admit it.

"I'll wait," she said tremulously. "If you want me to... "

Unable to stop himself, he touched her face again. "Of course I... My God, Willow, aren't you angry...appalled... that I could feel this way so soon? It's... God, it's insane... "

She reached up and laid the back of her fingers against his cheek. "Yes. Yes. And I don't care," she listed softly. "And the same goes for me. It's insane that I could know you for three years, work with you every day almost and then today... "

He closed his eyes. "I know... and you're still so young... I feel as though I've betrayed a trust... it's not right... "

"And being in love with Buffy was? I'm not the Slayer, and I'm not sexy and strong and... and... kick-ass... like Buffy, but the bottom line is she's still just another one of your 'kids,' just like Xander and me."

He turned away. "You're not children any more, Willow."

"And you're not an old man, Rupert," she shot back. "And the past has nothing to do with now. You're right. I'm not sixteen, or innocent any more. We're both entitled to make our own choices and to hell with what anyone thinks."

She left him then to walk over and pick up his car keys, took one of his coats off the coat rack and opened the front door.

"Come on then," she said dryly. "Take me home."

When the car slid to a halt in the student parking lot and Giles turned the ignition off they just sat for several moments, as though neither was sure what to do next.

Willow felt as though she'd lost something. Until today saying goodbye to Giles was as easy as saying hello. Until tonight she could say anything to him, tell him anything. Now she didn't even know how to say good night...

"You were wrong, you know," he said, finally breaking the silence.

"I-I was?" Willow asked, turning tentatively toward him.

"I told you not to underestimate yourself. You are beautiful and desirable, and strong in a dozen different ways that she isn't."

Colour flooded into her cheeks and a part of her wished he would just start the car and take her home with him. Instead she reached out and slid her fingers inside the shirt, rested them against his heart as she lifted her face to his.

The moment he realised what she was doing he knew he was going to kiss her again, wanted to kiss her again. The touch of her hand against his skin was doing all kinds of things to him as he kissed the tender mouth, responded to her demands with more of his own, trembling as her arms slid around his neck, his circling and enveloping her slender body, pulling her against him.

And when at length, they finally drew apart it was Willow who'd separated them, flushed and trembling with desire. "Choose," she whispered. "Take me home or tell me to go."

He withdrew his arms, torment in his eyes. "Go... " he whispered.


*******

Willow went through the next few days in a daze. There was no word from Giles, and she was afraid to call him, afraid that he'd tell her that it was impossible, that it couldn't happen. Meanwhile her dreams were filled with him. Some were good, some bad... and some impossibly sensual and erotic.

She went home, visited Xander and spring-cleaned the dorm room but nothing took her mind off the waiting, the wanting...

On the third day they spoke on the phone, Giles calling to see if she was okay, to tell her his wound was healing well, before the conversation took a right turn into oblivion and they both hung up, frustrated and unhappy.

Giles stared at the phone. All he'd wanted was to hear her voice, to at least let her know he hadn't deserted her. Deserted her? She was all he could think about, dream about... want... and yet there was still Buffy. He knew there was only one answer, one way he could know once and for all if it was what he thought it was, or if he was just chasing dreams.

Twenty four hours later Buffy had agreed to have lunch with him, bubbling with excitement about the cruise they were waiting at her father's home to join in a couple of day's time. It did him good to hear her sounding so normal, so relaxed... so carefree. Something he'd never been able to give her...

Los Angeles hadn't changed a whit. Giles parked in front of the home at the address Buffy had given him, impressed by the obvious prosperity Hank seemed to be enjoying these days and wondering why Buffy hadn't benefited more from it. And when the front door opened and she stood there in a powder blue and white sundress, tanned and grinning up at him, his heart automatically did a flip-flop and he grinned back at her.

"Hello Buffy," he said softly.

"Hey big guy," she said equally softly and stood aside to let him in. "You going to tell me what's wrong, or are we going to play twenty questions over the moussaka I made for you?"

He followed her wordlessly through the expensively appointed house and out to the back onto a sundeck where Buffy had set a small table with the food and glasses of white wine.

"Riley's out hunting with Wes and Cordelia. They're chasing some kind of uber demon, in case you're wondering. I was supposed to help, but they figured you wouldn't be here unless it was important so... "

"It is important," he told her. "Demons on your honeymoon?"

Buffy giggled. "Yeah, story of my life, but the cruise is the real honeymoon. We're just marking time and relaxing here. Dad's away most of the time so we have the place to ourselves... "

He half smiled. "It's good to see you looking so well, so happy... "

"Wish I could say the same for you," she retorted dryly. "When's the last time you slept properly?"

He looked away. "That's one of the reasons I'm here. I had to see you... there's something... something I never told you&-"

"That you love me? Giles, I've known since Travers shot his mouth off, that you had feelings for me. And I knew for certain they weren't Travers' 'fatherly' feelings when you found out that Angel was leaving me. For a while I hoped you'd say something, but you never did, not even... and then Olivia was there and I knew you weren't going to."

Giles closed his eyes. He'd been a bloody fool. Her face that day, just after she'd started college, when she came to see him and discovered Olivia wandering around in one of his shirts... he should have known.

"I'm so sorry, Buffy. I wanted to say something... you don't know how much, but it never seemed to be the right time, the right moment. There was always something... "

"You were scared," she guessed softly.

He opened his eyes and nodded. "Terrified that you'd think I'd let you down, that I was just a foolish old man."

She covered his hands with her own. "Giles, I love you. I know you. And God, you're not old, no matter how much I teased you about it. And I could never think something like that about you. I wanted so badly for you to tell me, but I waited too long. I should have come to you, but I didn't. And I lost you."

"And I lost you," he whispered. "Are you happy, Buffy? Really?"

She smiled slowly, almost beatifically. "Yeah," she said. "It just happened. After Angel, then rebounding from you through Parker the poop-head, I really thought I was making another huge mistake, but it turned out to be the one thing I ever did right... staying long enough to find out that he's the love of my life."

He looked down at the hand covering his and drew a sharp breath when she lifted it to lay it against his cheek.

"You're still my best friend, and I'll never stop loving you," she told him. "I can't. You're a part of me, forever, but I'm truly in love now, and I'm happy."

He took the hand in his, kissed the palm. "And I will always love you," he told her tenderly, "but I know now what I came here to find out."

Buffy looked puzzled but Giles simply grinned enigmatically.

Her eyes narrowed. "You've found someone," she guessed, her face lighting up even as her bottom lip thrust out. "I'm jealous already."

"Don't be," he said softly.

"Are you kidding?" she beamed. "As long as she's good enough for you... "

He smiled again, very slowly. "It's so new that the one thing I can tell you is that she's far too good for me."

Buffy searched his face. He was so obviously about to fall in love and he hadn't even realised it himself, until this minute... because she'd been in the way... but with whom? She knew Giles. He wasn't the type to jump in at the deep end with anyone in a hurry... much less someone he'd just met. And it couldn't be her mother, because Joyce had a new arty boyfriend who kept taking her to exotic places and telling her she was the most beautiful woman on Earth with as much Latin gusto as she could handle...

Of all his long-term female acquaintances in Sunnydale, that only left...

"Willow?" she said aloud.

He nodded. "That's why I had to know. I had to be sure that from now on she's going to be first, last and always... I owe her at least that, if... "

"Willow?" Buffy repeated, ignoring the stab each of those words had caused. "You and Willow?"

Giles tilted his head to one side, wondering what Buffy was thinking. "Not yet," he said softly, trying to read her thoughts. "Something happened... over ice-cream," he added dryly when her eyes dilated alarmingly, "after your wedding. We weren't expecting it, didn't quite believe it at first... but ... "

"But it won't let go of you? It invades your dreams, ruins your appetite and makes you want to do crazy things you know you shouldn't?" Buffy asked quietly. "Sounds like my life up until Angel left. You're definitely in trouble, big guy. I just didn't see... you and Willow ... but then you guys have always had that chemistry thing... more even than us, really," she mused.

Giles watched her, pleased that she wasn't angry or disgusted. "I have always loved all three of you," he said carefully. "Only until recently I didn't see Willow as anything but a friend whom I cherished as I cherish you."

"And Xander," Buffy reminded him impishly.

He chuckled and rolled his eyes. "And she didn't see me as anyone but the 'tweed guy' as you and Xander used to refer to me when you thought I wasn't listening. This is so new for both of us that it may not even be what we think it is."

"But you have to find out," Buffy said softly, watching the glow, the spark in his eyes as he talked. "You both owe it to yourselves to be sure. I don't have to say 'don't hurt her, Giles,' because I know you won't... but I am, because I thought that about Oz too." She frowned. "I guess what I really mean is don't hurt each other." The frown cleared and she grinned impishly again. "Go tell Willow I said so, okay... ?"


*******

When she couldn't stand it any longer, Willow decided to take matters into her own hands, and to reclaim their old friendship. She wanted to know if the wound was still healing properly, if he was okay and most of all if they were still okay.

Once upon a time she didn't even have to think about it before going over there...

The door was locked. She tapped on it, but there was no answer. She frowned and circled around the back. The car was gone.

"He said he'd be back tomorrow," an elderly voice said quite close to her.

Willow turned. "Back? Do you know where he went?"

"Away," she said. "He had a suitcase." The elderly voice belonged to a kindly face beneath a shock of red hair and the softest looking skin Willow had ever seen. She had to be pushing eighty, but was obviously not bowing gracefully to age, her straight back and mischievous aquamarine eyes testament to that. "He said if I saw anyone to tell them he had urgent business in Los Angeles and not to worry."

Willow went cold inside. Los Angeles...

"Th-Thank you," she whispered and crossed the terrace to the potted palm under which Giles kept his spare back door key. Still in a daze she let herself in and automatically went to the kitchen to make tea, before stopping herself from lifting the kettle from the stove and shaking her head at the extent of her preoccupation. Instead she wandered back into the living room and stood, wondering what she was going to do next. She shouldn't have been in the apartment while he wasn't there... shouldn't stay... but... She stared at his armchair, the paper and an empty teacup still standing, abandoned, alongside it.

A moment later she was curled up in it, letting the aroma that was Giles surround her and soothe her while she tried to un-jumble her chaotic thoughts.

It was no good. The words: 'Los Angeles' kept repeating themselves over and over in her head and all they brought was pain. She would have to go home... when she was finished crying...

*******

It was after midnight when Giles let himself into the apartment. He hadn't been able to wait until morning to make the trip back, and was wondering how he was going to get any sleep through what was left of the night. He was halfway to the kitchen when he sensed, for the first time, that he wasn't alone.

He turned slowly and scanned the room, halting when he reached the armchair. His heart thumped against his chest. He chuckled silently at the sensation. Rarely, since his youth, had he experienced such a sense of longing, of wanting to be with someone...

But now he saw not fair locks, but soft red ones, not blue-grey eyes, but witch-green ones. Now, God help him, all he wanted was red and green...

She was fast asleep, curled in his chair, her knees drawn up and her head tilted to one side, her small mouth slightly open. A few steps closer and he could also see that she'd been crying, the telltale puffiness, and the streaks where she'd scuffed at her eyes and dragged her mascara.

He exhaled raggedly. The last thing he'd wanted was to hurt her. He hunkered down next to the chair and reached out very gently to caress her cheek with the backs of his fingers.

"Willow... " he whispered.

Her eyes flickered open. "Giles... ?" Awareness leaped into them. "Giles, you're here? B... But you're in Los Angeles!" she said groggily, reaching out to touch his face, his hair, as if to confirm that she wasn't dreaming.

"I'm here," he confirmed as she threw her arms around his neck, and let him draw her out of the chair so that he could fold her in his arms while she wept.

"I thought... I thought it was her. I missed you so much," she managed, finally.

He took her face gently in his hands, lifted it so that she was looking into his. "God knows, I missed you too, love. I had to find out. I saw her. And now I know," he said very softly and lowered his head to brush her lips with his.

"Me?" she squeaked when he lifted it again.

He laughed and kissed her surprised mouth again. "You. Unless you've found true love while I was away braving the wilds of Los Angeles and its nightmare freeways. All that driving has given me a stiff back."

"I'm sure we can do something about that," she told him mischievously.

He chuckled, his gentle fingers pushing tendrils of red hair out of her eyes.

"Do you... do you want me to take you home?" he asked reluctantly.

She searched his face, drank in the tender, desire-blurred green eyes and smiled slowly. "No," she whispered, tracing his jaw with her fingers.

He bent his head to her raised one, claimed the mobile lips as his fingers slid into the tousled locks and her hands slid up his chest. When he lifted his head again he could see his own feelings, his own desire reflected in the beautiful eyes gazing up at him, drew a sharp breath when he realised she'd undone two more buttons on his shirt and was sliding a warm hand inside it.

"Willow... ? We've only just... " he whispered and closed his eyes as her fingers played with the soft hairs over his sternum, before sliding across to caress his hardened nipple.

"Giles, be quiet," she said, smiling lovingly at his worried, aroused face, and undid the rest of the buttons, kissed the spot right over his heart, felt the tremor that went though him. "You want, I want... " she whispered, wanting so badly she was almost shaking... it had been so long... and she wanted him more than she'd ever wanted anyone.

"Willow," he said, lifting her slender body in one swift, fluid movement, smiling as her arm curled around his neck, "be quiet." He covered her mouth with his for several delicious moments as they moved easily across to the stairs, where she tucked her face into his neck while he took them two at a time.

When they reached the loft Willow could feel Giles' chest heaving and hear his slightly laboured breaths.

"Too much ice cream?" she teased as he lay her down on his bed as fluidly as he'd swept her up.

He shook his head. "Mostly just my battle-scar," he replied ruefully, tracing her face with a gentle forefinger. "You've always been too thin. I can't begin to even imagine where you put all that ice cream."

She caught the finger, opened his hand and kissed his palm. "You'd be surprised," she told him, listening to his sharply indrawn breath and closing her eyes as he slowly began undoing the buttons on her white button-through sweater with the fingers of his other hand.

And when she felt the soft, warm caress of his lips against the even softer skin of her breast it was her turn to gasp and then sigh as they moved lingeringly across the tender, electrified flesh. She'd only been going bra-less on and off since Oz finally left: a small, continuing act of defiance against everyone's expectations. Now, however, she made a mental note to make it a full time practise.

He slid the soft, thin sweater off, Willow lifting herself instinctively as he tugged. It vanished even as his mouth followed a sweet curve to its apex, making her cry out and shudder with pleasure, burying her fingers in his hair.

Then he was looking at her again, joy, disbelief and wonder in his eyes.

She smiled, then laughed a little with sheer happiness and laid her palm against his cheek.

"I love you so much," she said softly, with such intensity that they both knew that it wasn't so much a new declaration as the recognition of something profound and precious... something that had always been there, would have always been there, whether they had ever come together or not.

He leaned down and kissed her very gently. "And I love you... with all my heart," he whispered, with the same resolute intensity, despite the smile in the words. He let his mouth move to her neck, trail down to her throat, across a breast and back again, his fingers tracing the other and sliding down her smooth flesh to her abdomen, brushing the top of her brightly coloured slacks before moving back to cup the softness of her bosom as he kissed her again.

Willow groaned when he lifted his mouth from hers and pushed him a little so that he sat up, bemused. She removed his shirt with ease, traced the line of the knife wound, still healing but nicely closed up.

"Does it hurt much?"

He smiled. "Right now? Not at all."

She put her hands on his shoulders and pushed up onto her knees so that she was looking into his eyes as the fingers of her right hand traced their way back down to his belt.

"Willow... "

"Giles... " she mimicked, understanding his hesitation as she undid the narrow belt, and his button, felt for, and found, the small clip inside the band and undid it, his skin flinching with each brush of her fingers against it.

Then she stopped and looked him in the eyes again, let him look deep into hers, let him see how much she wanted him, how much he stirred her.

"Stop it," she said softly. "I'm protected. I want you... Do I look like a child?"

He ran his fingers through her hair, trailed them down her silky throat to trace her breasts, watching her eyes close and her lips part. "No... " he whispered.

"No... ?" She opened her eyes and her hand slid inside his open trousers, over the granite-hard evidence of his desire, forcing the zipper down. "Then love me," she demanded, smiling as he gasped and shuddered beneath her touch.

And then suddenly the pants were gone and she was in his arms, his body arched over hers, his mouth crushing down on hers, demanding, wanting, seeking and delighting in her response. And when finally, his lips left hers again, Willow mourned their parting... until they touched her again, and kept touching her, deliberately provoking small moans and cries, gasp after gasp as he kissed every inch of exposed flesh until she could barely stop herself from begging him to give her what she needed.

"Giles," she groaned. "Please... "

In response his hand moved to the button on the slacks and flicked it undone.

Willow moaned, the anticipation almost unbearable, as he pulled the zipper down and slid his fingers over the silky wisp that covered the soft warmth of her.

"God... " he groaned and bent to snatch her lips again as the soft stroking of his fingers forced another tormented moan from her and she arched against them.

"Giles... " she begged again when his mouth moved to her throat and his fingers slipped beneath the silk. "Oh, God, Giles, please... !"

But Giles continued, his fingers never still, exploring, caressing her with certainty of long experience, making her cry out again and again, arching to him, wanting him, until finally the slacks were gone. He shifted slightly to bend his head to kiss the semi-transparent white silkiness, his mouth moving provocatively against the heat of the soft curves beneath, tasting, breathing her desire as she whimpered and arched again, pressing herself to him and shuddering as he continued to mouth her softness.

Then his lips were trailing up her trembling body and he was shifting over her, his briefs gone, so aroused that his aching erection was almost flat against his stomach.

Willow groaned and whimpered with frustration as his hands moved up the outer curves of her thighs, slid behind to cup tender cheeks, then continued upward searching out and finding the softness of her ultra-sensitised breasts again.

He knew they would be, untouched as they had been for several minutes now. Once again he worshipped them, small, soft, beautiful, like her, while one of his hands gently eased the soft fabric from her hips, lifted eagerly by Willow as she shuddered and cried out for what seemed like the hundredth time.

And then suddenly he was there, and they were staring into each other's eyes, breathing hard, wanting, needing, but both still looking for something. As though frightened they kissed again, hard, passionate and brief... then drew apart.

"Giles... ?" Willow barely breathed the word.

"I want you so much," he whispered. "More than I've ever wanted anything, or anyone. I need... I need you to know how much."

She touched his face with one hand, while the other wrapped itself around him, making him buck a little and shudder. "I know how much."
.
He shook his head, barely able to concentrate now. "How much... I never knew, never realised... Oh lord... Willow... !" he gasped when she began moving her hand absently, revelling in the feel, the size of him compared to her diminutive former, and only, lover.

She paused dutifully but refused to let go, and he swallowed and continued.

"I'm... trying to tell you... I love you, more than I ever thought possible," he told her tremulously.

In reply she grinned, her eyes glowing, and took his face in her hands. "Then show me," she breathed, sliding her hips up to him and moving her soft thighs around his, so that he could feel the damp curls, the heat of her, against him. "Show me... please?"

In reply he lifted himself a little, let his fingers trail over her thigh and down across the soft warmth in between, so that she whimpered again and pushed even higher. Then he was sliding his hands beneath her hips again and cupping the creamy flesh of her buttocks.

He could feel her straining to him, could feel her fire as he brought himself to her. He pushed, trembling, against the soft warmth, heard her call out his name, and finally plunged into her, revelling in her answering thrust.

Willow uttered his name again and again, overwhelmed by the sensation of being totally and completely filled by the man she loved. He was barely able to maintain control as she claimed him with the same gusto as he found himself taking her, driven by her cries and groans, the feel of her fingers raking his back, her pelvis lifting and grinding against his until, just when he thought he couldn't last another moment her hips shifted and he plunged even deeper.

She gasped and her movements became frantic. "Oh God, Giles... Giles... !"

Unable to stop himself, he went with her, each of them holding the other, pulling the other closer, as though trying to merge themselves in the frenzy of their lovemaking.

Willow screamed and clamped her thighs against his, her body bucking and convulsing as he pushed her further and further into a kind of ecstasy she'd never even imagined was possible. Then he arched and cried out as he drove into her one last time, his own orgasm exploding outward, overwhelming him with its sheer, blinding, intensity.

When, finally, they were both quiet Giles moved to withdraw, but Willow's arms, which had been wrapped loosely around his torso, moved to his neck and her eyes opened.

Her face was flushed and she was still breathing hard. Her eyes glowed with contentment.

"Don't go," she said softly. "Not yet."

He smiled and traced her jaw tenderly. "Okay?"

She nodded. "Just... stay."

His smile faded and he nodded, took her in his arms, rolled both of them on to his side carefully so that they weren't separated and held her tightly in his arms.

"I love you," she murmured sleepily from somewhere below his chin.

He kissed the top of the red head and rested his cheek against it, his eyes closing in spite of the phantoms of doubt that were beginning to tease the back of his thoughts.

When Giles stirred again it was daylight. He was alone. He sat up, blinking, and searched the room. His clothes were folded neatly on the chair... but he was naked beneath the covers.

God, it couldn't have been a dream...

He tried hard to shake the sleep from his head, his eyes, and swung his legs over the side of the bed. Her clothes were gone. His heart sank and he leaned forward, elbows on knees, head hung low.

It had all happened so fast... so damned fast... and yet, it had all felt so very right. At least it had when they were together. That 'chemistry', which he'd always thought of as a 'kindred spirit' connection between them had grown and blossomed into something that had hit him square in the face over a smear of chocolate ice cream.

He covered his own face with his hands and sighed. It was still Willow. Sweet Willow, whom he wouldn't have hurt for the world. What had he done... ?

"Giles... ?"

His head flew up.

She was standing in the doorway wearing what appeared to be nothing more than his old baggy grey sweater, and carrying a tray.

When she saw the surge of emotion in his face and the torment in his eyes, she put down the tray and came swiftly to his side. "Giles, what is it? Nightmares?"

"Only one... that you weren't here," he said unsteadily. "Your clothes... "

Willow sighed. "Downstairs in the bathroom, so I can take a shower later. I haven't found my uh," she blushed delightfully, "underwear, yet. They're probably in the bed somewhere, but I didn't want to wake you up... " Then her eyes suddenly narrowed and she stared at him. "You thought... but, why... ? Why would you think I'd leave... after ... after last night?"

He lowered his head again. "A hundred reasons," he said softly. "Beginning with how fast everything happened. I should have given us more time... I just got back for God's sake... "

"You said that last night," Willow pointed out. "Sort of. Besides, let's remember who seduced who here."

Giles looked up at her then and laughed in spite of himself. "You are incorrigible," he told her tenderly and wrapped his arms around her when she flung hers around his neck and hugged him hard.

"I was born incorrigible," she told him mischievously. "It's just that nobody ever noticed before... except Oz." She kissed his ear. "What are you scared of?"

He kissed her neck. "Of hurting you," he confessed.

"Do you still love her?" she asked, trembling involuntarily, and felt his arms draw tighter around her.

"I will always love her," he replied quietly. "But the moment you looked at me over that spoon I knew I wasn't in love with her any more. In fact, it started when she interrupted our dance. I didn't want to be interrupted... "

"But it was her," Willow said softly and pulled back to search his face. "And you didn't know yet... ?"

He smiled and nodded. "I know I was immensely irritated at being interrupted, despite being so easily distracted by my feelings for her. My feelings when Xander interrupted us outside were considerably more violent."

"You hid it well," she giggled, brushing stray, rumpled curls off his brow.

"Long years of practise with you lot," he said dryly, then lost himself in the witch-green eyes. When she grinned again he ruffled her hair. "How can you love me?" he whispered almost forlornly. "I'm far too old for you, and I've taken you to bed with indecent haste... I, who fumbled around for more than a year just trying to tell her how I felt. And now I've&-"

Willow covered his lips with her fingers. "Shh," she said softly. "I thought you were supposed to be the wise one around here. How can I love you? I can love you as easily as breaking into school, eating ice cream... or looking into your eyes. Ever since I've known you, being with you has been where I most wanted to be." His eyes widened. "I didn't know why," she went on. "At first I thought it was just because we were good friends... because you were you. Then I thought it was a schoolgirl crush... Giles, I've loved you for so long without realising, that last night was probably the slowest seduction in history," she finished dryly.

He kissed her fingers and took them in his less than steady hand. "Much faster and I would have been in jail, or had my manhood severely savaged by an angry werewolf," he pointed out ruefully.

Her eyes grew very large and very bright. "I just wanted someone to love me," she said softly. "I wish I'd waited for you."

Hurt for her flickered in the soft green depths and he shifted, drawing her into bed with him, covering them both and wrapping his great arms around her as she nuzzled into his chest.

"He was a good lad," he said quietly, and kissed the top of her head. "And he gave you a great deal of joy. Don't wish that away, even for me. Our memories are part of who we are, who we've become... therefore I owe Oz thanks for being a part of making you the woman I love."

She kissed her way up his throat, his neck, to his jaw. "You're just loving this superiority thing, aren't you?" she teased, her voice thickened by emotion, and trailed her lips along the firm jaw to his right ear.

"Absolutely," he chuckled, his hands sliding sensuously over her buttocks and up her soft, smooth back, lifting the sweater and making her shiver.

"Giles!" she squeaked. "Your hands are cold!"

"They are?"

Willow giggled. "Very," she purred, pushing her hips playfully into his. "But something else isn't."

"I wonder why," he drawled, hooking up the front of the sweater and pulling the rest of her soft body hard against him.

"One of life's great mysteries," she sighed and kissed him as he lifted her leg over his thigh and pushed himself against her tender heat. "But one I'm willing to let you explore," she added impishly, pushing him onto his back and taking him inside her in one movement, before beginning to make love to him very slowly, enjoying his low, sensual growl of appreciation.

He looked gorgeous with his eyes closed, golden brown lashes fanned against his cheeks, and his lips parted slightly as she continued to move slowly and rhythmically, her own arousal springing overwhelmingly to life as she filled herself with him, revelling in the sheer size and steel of him. He opened his eyes when she changed the position of her hips and groaned when he slid even deeper into her.

Willow met their whimsical look and grinned. "You... you see," she breathed as he began to move independently of her. "Y-you're not old at all... God... " She paused to meet his strokes and add a few of her own. "Oz couldn't do this... "

Giles took her hips in his large hands and increased his pace. "Do... what?"

"Make love again... not for ages after... he said most men can't, that it takes time... oh... oh God, do that... "

Giles obligingly continued to caress her as she squirmed against him. "Most can't," he confirmed. "Or at least, can with sufficient time to recover... and... and... sufficient ...
Christ!" he gasped when she withdrew and wrapped her hand around him, stroking him hard and fast.

"And what?" she asked, watching him arch and groan.

"Sufficient... stimulation," he managed. She released him. "Lord, yes," he growled as she took him back inside her, whimpering with pleasure as his bulk bullied its way into her.

And then suddenly she was beneath him, looking up. "Sufficient?" she asked, sliding her arms around his neck and squirming delightfully beneath his hips.

"Elegantly... sufficient," he confirmed and proceeded to demonstrate, his pleasure threshold pushed to the limit when Willow raised her legs, curling them around his waist. He couldn't stop himself from accelerating, deep and fast, as her breaths shortened and her cries grew louder and more insistent.

"Deeper!" she begged, pushing against his thrust, opening herself wider and pulling his hips hard against hers.

It went through him like a charge. He drove himself deep into her with a strength he'd previously held back, afraid to frighten or hurt her. But she wasn't afraid, she was rising to him, responding to the wildness of it, electrifying his senses with her demands, with her wanton-ness, until he felt himself spiralling out of control.

"Not... yet... " he barely gasped and exploded like a ton of dynamite, his final, furious, thrusting lunges enough to turn Willow's groans to gasps of ecstasy as she imploded deep, deep inside herself, thrusting against his dying orgasm until hers flowered and exploded outward.

"Oh...Oh God! Giles, God... !" she screamed, hips arching and thrusting, internal muscles almost crushing him as they convulsed and clenched.

"Jesus," he said, when they finally rested in each other's arms.

"Him too," she whimpered softly, still breathless, then fell silent for a few long moments. "That was... that wasn't real."

He chuckled, but his face glowed with both exertion and joy as he kissed the tender mouth.

"Old man, huh?" she chided as he withdrew himself carefully. "I don't even want to think about you at my age."

Giles laughed again. "You're either going to kill me or keep me young," he told her, still breathing hard as he opened the bedside drawer and handed her a handkerchief. "And you're right. You don't want to think about Rip... about my youth."

A moment later Willow threw the handkerchief on the floor, rolled onto her side and looked at him, then grinned as though she'd just won the lottery. "No wonder they nicknamed you Ripper," she guessed and watched the telltale red creep up from his throat to the roots of his hair.

"Brat," he said lovingly, and pulled her close, kissing her with a gentleness that belied the energy of their lovemaking.

She kissed him back and snuggled even closer. Everything about being with him was different. Not only had he taken her to heights she'd never experienced before, he wanted to love her afterward, too...

Willow frowned a little inwardly. She'd liked sex, or at least the closeness, the intimacy of it, right from the beginning, but... she nuzzled into Giles' chest... nothing could have prepared her for what he'd shown her. Compared to the short, frantic sessions with Oz, often without completion for her... though Oz was awfully good at finding other ways to satisfy... loving Giles was unbelievable... decadently unbelievable. She shivered with pleasure at the knowledge of what she could do, how she could feel, when less than twenty-four hours ago she'd believed such things were for other women... and pulp novels, sighed contentedly and closed her eyes when his arms tightened instinctively around her, despite the slow rhythmic breathing that told her he was now dozing.

They both dozed contentedly for an hour before stirring and contemplating the spoiled tea tray just long enough to decide that a shower and brunch in town was an ideal alternative.

Sunnydale seemed somehow a much more cheerful, pleasant place as they strolled into the small French pastry café Giles had chosen. Willow had never been there before. Since they'd started going for coffee, she and the others had opted for either the local youth hangout or, in the evenings, the Bronze.

However, to Willow's hungry nose the aroma of perfectly brewed espresso coffee and freshly baked croissants was heaven and it was cosy inside, not too many people, since it was past breakfast and way too early for lunch, and comfortable in a subtlely lit, well furnished kind of way.

They ordered at the counter and found a table for two in a cosy nook against one of the walls.

"It's nice," Willow said, looking at the Gaugin prints on the walls and the attractive wall lights that gave the place its ambience, and then at the clothes Giles had chosen to wear. He looked... stunning. She would never have suspected that black on black would look so amazing on him. And the leather jacket... she almost hadn't wanted to leave the apartment...

Giles smiled and shrugged. "Just a café, but food always seems to taste better if you can relax while you're eating it. I'm glad you approve. Are you... ?" he a paused and she looked up curiously to find his eyes sweeping the room, looking not at the décor, but at the scattering of customers dotted around it.

"Giles?"

He looked at her again. "Are you sure you're comfortable being out... together?"

Willow slid a hand over the large one resting on the table, pushed her fingers into his. "Maybe I should be asking you that question," she said gently.

He squeezed the hand. "It's not an idle concern," he said softly. "I don't want you to get hurt because of other people's prejudices. There were enough subtle jibes and innuendoes about the frequency with which all of you used to visit the library. You would think men and women called to teach young people would have better uses for their fertile imaginations," he muttered.

Willow giggled. "I thought you were talking about other kids, not the staff."

Giles snorted. "Don't get me started on Sunnydale High's charming faculty."

"I don't know," she said softly, looking at him with loving eyes, "one or two of them were pretty special."

"I don't know about special; especially odd perhaps," he observed ruefully. "I practically lived in that bloody library."

"You couldn't help that you had to do so much Watcher stuff as well&-"

He flashed her a sheepish smile. "That was only part of it. Mostly it was to escape from the stalwart denizens of the staffroom, the omnipresent Snyder and the throng of adolescent angst and aggravation outside."

Willow giggled again. "You sound just like the old Giles. I really liked him... all nervous and cute in a sexy Hugh Grant kinda way."

He guffawed and snorted. "I was not."

"Giles, do you even know who Hugh Grant is?"

"Of course I do."

Willow tilted her head disbelievingly.

"During a particularly exciting portion of my enforced leisure I went to see something called Notting Hill. And I know Spike sat through a rerun of Four Weddings and a Funeral when he was staying because he kept up a running commentary."

She giggled at the thought of the vampire being absorbed by a romantic comedy. "On what?"

Giles paused for a moment to try and remember. "Rather a lot about people with more money than brains. 'Nancy boys' was another recurring theme. And... " He stopped and sighed.

"And... ?"

Giles grinned sheepishly. "And how much Hugh Grant reminded him of me... except for the language and the hair."

Willow made a face and reached out to slide her fingers through his hair. "I like your hair, and I bet you know all the words, even if you never use them."

He laughed aloud. "Oh I use them," he admitted ruefully. "I just happen to think there's a time and a place... for example when one is trying to drain the sump on the car only to end up wearing most of the used oil, or when one is clever enough to be enthusiastically ironing the shirt one is about to wear and only to manage quite skilfully to burn one's navel with the iron."

They were both laughing when the food arrived and they were still chuckling as they sipped their coffee.

"Why haven't we ever talked like this before?" she asked softly.

Giles contemplated his coffee. "Too many reasons."

Willow frowned a little. "Let me guess: most of them have names?"

He looked up. "Yes... I suppose they have. But I was also remembering how different things were before you went to college."

"I guess. I mean, we used to research together for hours sometimes and the most conversation I'd get out of you was 'do you want another cup of tea?' or 'can you look for this or that on the net?' At least when you started to worry about me and the Wicca stuff we got to talk in multiple sentences."

"Terrifying," he said softly.

Willow's eyes searched his. "What was?"

"When you started dabbling in witchcraft. I was terrified you would harm yourself or..." He trailed off.

"Giles?" She frowned. "You were always over-reacting about the spells, like you didn't trust me, or something. Was there something you weren't telling me?"

"Trust was never an issue," he said swiftly. "No, I... " A furrow appeared in his brow and he swallowed. "... I know far too much, from personal experience, about the dangers of dabbling in things you know nothing about."

"But... but you once said your first casting was to save Buffy from Amy Madison's mother and I kinda thought you were just caught up in Ethan's deal when you were a kid. I mean, there's been no dabbling with us; only big, necessary stuff since... "

Giles cleared his throat. "I know. I lied." He met her startled gaze and held it. "Buffy knows some of it. I told her after the incident with Eyghon. I promise I will tell you one day... about all of it. Sufficed to say now that in my youth, along with Ethan Rayne, I made an art form of stupidity."

"Like I said, I always thought he was the sorcerer. I don't like him. He's creepy."

Giles laughed, but his eyes were suddenly hard. "Nor do I. And he's not creepy, Willow, he's evil. Like Faith, he allowed himself to be seduced by the dark side of his nature and has never had either the inclination or the strength of character to try and escape it."

That reminded Willow of something she'd always wanted to know. "Why didn't you tell us you knew him after that Halloween thing?"

"For the same reason I lied about the extent of my knowledge of spell casting," he said without elaboration, then smiled slowly. "You never told me what that costume was, either."

Willow carefully put aside her curiosity about Ethan for a later date and grinned. "You looked. Several times."

He reddened again. "It was startling, to say the least, to have you come through my wall in that... that state."

"Easy, Hugh," she giggled. "I liked it," she confided softly. "The costume was Buffy's idea. She wanted me to loosen up, get a little wild. I chickened out, hence the ghost thing."

"Yes, well, one can understand your... Willow, you didn't cover that costume with a white sheet or something equally silly?"

It was Willow's turn to redden. "Well, I'd never... and I didn't know I was going to like... "

He chuckled.

She made a face and smiled back. "You did that on purpose. I really did secretly like you looking at me." The emerald eyes grew wistful. "It was nice... not being invisible, just for once."

"Xander?" Giles asked gently.

She looked up, surprised. "You knew? I didn't think you noticed anything back then except, well, work and research, and... Miss Calendar... "

Giles sighed. "You'd be surprised what I noticed. And Xander was a fool, but then he never has been able to see what was right in front of him...unless of course he couldn't have it any more. Always too busy howling for the moon... "

Willow giggled again and rose with him, their meal done. "Wrong swain," she chuckled as he put his arm easily around her, oblivious to the pointed glance from the woman behind the counter and some less subtle looks from a young couple just coming in.

She defiantly slid her own arm under the jacket and around his waist as they stepped out into the sunshine, felt his answering squeeze and smiled with contentment.

The trip out to the campus didn't take long and Willow was pleased when Giles decided to go in with her instead of waiting in the car.

He looked around the small room while she rummaged in the closet. With the room half empty it was no longer the cosy living quarters he remembered. It was, if anything made lonelier by the stark contrast. No doubt Willow hadn't had time to redecorate and spread her things to both sides, but still...

She emerged with an overnight bag and an armful of clothes. Most she pushed into the bag but she held up a skirt and a peasant blouse for his inspection and smiled when he nodded.

The smile widened when she turned automatically to take off her sweater and felt him behind her, his hands sliding around her waist and trailing up to hold her breasts, caressing them, teasing them until she turned in his arms.

"You're such a big help," she murmured dreamily.

"I know," he grinned, pushing her zipper down and sliding his hand inside, enjoying her small gasp of delight. "You didn't find your knickers."

Willow collapsed in a fit of giggles against him.

Giles wrapped his arms around her and kissed the tousled head. "Here I am trying to create a moment and you're giggling your head off," he complained in mock disgust.

She lifted her head and kissed his jaw. "It's your fault I lost my... knickers. Besides," she said, brushing her hand over his distinctly not aroused manhood, "there are prerequisites to creating the kind of moment you're talking about." She kicked off her sneakers, stepped out of her pants and turned to go to her underwear drawer.

He watched her find what she was looking for and shove a handful more of the flimsy items into the overnight bag before turning back to him, saw her eyes travel down his lean form and widen in surprise when they halted, a silly grin lighting her elfin face.

"Definitely Ripper," she growled and came slowly toward him, dropping the underwear on the floor.

When she was pressed against him and his hands had slipped down her back and come to rest on the smooth curves of her bottom, she slid her arms around his neck and kissed him hard.

Giles kissed her back with equal fervour, a little stunned at how easily she had aroused him after their morning together, and how much he'd come to love her in such a short time. He drew a sharp breath when he felt her pull the stud of his jeans open and the warmth of her hand against the stretch fabric of his briefs.

He lifted his mouth from hers and used both hands to push tendrils of read hair out of her eyes, lift her sweet face to look at his. "You know I can't make any promises so soon," he told her and groaned as she squeezed his already waning erection provocatively and grinned.

"I know. I took the Sex Ed' classes," she teased, "but it's nice to know you care."

At that he lifted her off the ground and kissed her hard. "But if I could do you justice... " he growled.

"You already did," she told him lovingly and ran a finger around the lobe of his left ear. "Your ear is pierced," she said, surprised. "Giles, you had an earring?"

He set her down. "A long time ago," he admitted reluctantly. "It had closed up again... after the er... candy incident... until Olivia decided to re-do it for old times sake."

A pang of jealousy shook Willow as she retrieved her underwear and put on the pale yellow lace.

"You two were close in England too, then?" she asked quietly as she put on the skirt and top and found some shoes.

"For a time, yes," Giles admitted, refastening his jeans. "I was a different person, then."

She turned from her bedside table and came back to him. "I like who you are now," she told him, running her left hand up the soft fabric of his black pullover shirt. Then she smiled and opened her palm. "But that outfit deserves to be complimented."

The small, engraved, beaten silver loop was beautiful, and obviously very old.

Willow saw his curious look. "I've got the other one. They were my great Aunt's. I liked her a lot and she kinda liked me. She left them to me...with some other stuff."

He smiled then and took it from her. "It's beautiful, but I've never worn one here, outside the apartment, even for Olivia."

"Oh," Willow said softly and reached for it but he closed his hand and lifted it to his ear. When he was done, Willow blinked. Long and dark and impossibly sexy, he was hardly their Giles anymore, and yet he was so intensely Giles that she was overwhelmed by a surge of love that made her physically tremble.

"If you think I look ridiculous I shan't wear it," he said softly when she hadn't spoken for several seconds.

She roused. "Oh... oh no. Giles, you look... well, wow. Please, I want you to wear it, very much."

He tilted his head to one side and smiled, making her heart do a neat somersault. "Wow, eh? I've been a great many things including old, stuffy, eieww, a fuddy-duddy and a even a 'cross-referencing fool' but I don't ever remembering being 'wow' before."

"You shouldn't listen to them," she chided. "You know they just tease for the sake of teasing. You look... beyond gorgeous."

"Then we'll be a matched pair," he teased but she could see he was pleased. "Perhaps we should do something different, something special?"

"Something spontaneous and crazy or something planned and predictable?"

"Your choice," he allowed tenderly.

Her smile widened. "I know. There's a place. Oz played there once and I went with him. He didn't like it much, but I loved it."

"Where exactly?" Giles prompted.

"San Diego," she said timidly. "It's called the Necromancer."

Giles raised an eyebrow, making him look even sexier, if that were possible.

"Dumb name, but it's nice. They have a disco, where Oz was booked... which is kind of why he didn't like it much, but upstairs there's this wonderful kind of lounge with a big piano and a bar and a restaurant and sometimes there's a singer, sometimes one who actually plays the piano. I haven't been back in like, forever."

"If that's where you'd like to go," he said, wondering what was so special about something that sounded like your average five star hotel lobby.


*******

Giles looked at his companion. "Shall I put the radio on?" he asked, concerned by her prolonged silence.

In reply she reached out and switched it on, then slid a hand over his thigh and squeezed reassuringly. "I'm fine," she told him warmly. "Just being together... It's... "

"I know," he said, understanding exactly what she meant and covered her hand very briefly before putting his back on the wheel.

Willow smiled and listened to the music contentedly for some time until the sound of Giles humming began to distract her. He had a surprisingly good voice, confirmed when he shifted from humming to absently singing along.

For a while she closed her eyes and just listened to him enjoying the Goo Goo Doll's song, Iris, wondering how he could have smothered so much of himself under all that tweed. A sudden memory of Jenny Calendar and Monster Trucks sprang to mind, and she wondered if even Jenny had ever managed to glimpse the real Rupert Giles.

When the song finished and the DJ broke into voice, Willow opened her eyes and looked up at his profile.

"I didn't know you could sing."

He glanced at her and half smiled. "It's been a while, but I even made a quid out of it for a while when I was younger."

"You mean when you were in a b&-?" Willow stopped, and turned beet-red.

"Willow?"

"W... We were researching Eyghon, or trying to, and we found a picture in your filing cabinet."

He laughed and Willow exhaled with relief. "Lord, I'd forgotten about that thing. My one memento of my brush with a musical career."

"Then you were in a band?"

He nodded. "We weren't half bad... but we weren't that good either. We did small gigs, rather like Oz's band, and dreamed of making it big... until one of us died of a drug overdose at a party, another became engaged and got a 'real' job at a steelworks and I... I had to decide whether to go back to school or not."

"Oxford," Willow guessed. "Your destiny and all that stuff?"

He nodded again, his eyes momentarily bleak. "Given a choice I would have preferred the music... but there was no real choice."

Willows hand slid around his arm and she rested her head against the point of his shoulder.

He smiled down at her and relaxed a little. "Do you want some lunch?"

Willow looked at her watch. "We're way off today. It's more like afternoon-tea time. And a stop would be nice."

They were leaving the pleasant little diner they'd chosen, with its white and real pot-plant décor, when Giles' eye was caught by something across the street. Willow was wondering what it was when he caught her fingers and pulled her with him.

"I don't believe it," he said, his voice a rare combination of boyish excitement and awe. Willow couldn't remember the last time she'd heard him sound like that.

"Believe what?" she asked as he poked around a stand of motorcycles, one of which was separated from the others.

He grinned like a little boy and touched the gleaming black bike that stood on its own.

Willow looked at it. It wasn't like the others. It was in much better condition, and yet it looked sort of old. "What... ?" she grinned, puzzled.

"It's called a Black Shadow. It's an English bike, a classic. To see one here, well, it's unbelievable."

He ran a hand over the lettering on the petrol tank. "Beautiful," he said reverently.

"Uh, Giles," Willow said when three very large, leather clad figures emerged from the bar the bikes were parked outside. They were all men in their mid to late twenties as far she could tell.

He looked up at Willow then in the direction she was looking.

"You got a death wish?" the first, bearded one demanded.

"Actually, no," Giles replied, still smiling and maintaining his good humour. "I was just admiring the Vincent. Beautiful, beautiful bike."

For a brief moment the bloodshot eyes stopped scowling and looked almost taken by the Englishman's enthusiasm, but a murmur from the unshaven hulks behind him immediately brought the brow back down.

"Get away from the 'cycle," he growled as the other two spread out.

Giles' smile vanished. "Certainly. I didn't mean any harm. Willow, go back to the car."

"Come with me," she said immediately, taking his arm and starting to turn. "I don't think they want to talk, Giles."

Giles didn't think so either, and he needed to get her out of there. He turned with her.

"Nice ass," murmured the largest.

Willow felt Giles tense. "He's not worth it," she said softly.

But he knew their type. He'd been their type. They wouldn't stop, wouldn't give up until they'd had their fun.

They'd seen his reaction, the two gorillas snickering unpleasantly as one of them, the crude speaker, stepped out and blocked their path.

"The question is how much of it is grandad here, getting?"

Giles slid a reassuring arm around Willow and halted. "Let us pass," he said in a low, intensely menacing tone and tried to without success to sidestep him, the biker simply grinning and blocking them again.

Willow shivered.

"That good, huh? Maybe you should share."

"Willow, if you can, get back to the car," Giles hissed, recognising the signs, considering his options. "Don't worry about me, and don't look back."

"Just when all the fun was just getting started," said a new voice behind them. The circle tightened.

Willow jumped but managed not to scream before crowding very close to Giles again. She was carrying holy water and she knew Giles had a small stake and a cross in his inside pocket. He always did, but these weren't vampires. She slipped her hand in and took the stake anyway, his indrawn breath telling her that he'd knew what she'd done.

Then Giles was pulling her behind his back, turning and backing toward the motorcycles again so that he could see both the newcomer and the others. They reeked of bourbon and it was clear that he was more than right about them spoiling for trouble.

"We've caused you no harm," he said carefully. "There is no reason for us to fight. Now if you'll allow us to be on our way... "

"He's definitely porkin' her," sniggered the hairy, big-mouthed one. "Maybe she'll come back and have a party with us if we teach him a lesson. Tank, you want first dibs?"

Willow felt Giles shake with rage, but he continued to shield her, trapped as they were now between the bikers and several parked cars and motorcycles. Tank took several steps forward.

"You aren't laying a hand on her," he said through his teeth, "if I have to kill all four of you to stop you."

Again the first paused, as though he recognised something in the green eyes that now glittered with rage and a kind of cold malevolence that would have frightened even Willow, if she'd seen it.

"Leave them. She ain't no movie star and we've got a lot of miles to cover," he said roughly, his gaze still riveted almost hypnotically on the green one.

His cohorts and the newcomer weren't so easily discouraged. The newcomer, Tank, lunged for Willow only to wear Giles' forearm in his face. He staggered, but came again, as the two Neanderthals joined the fray.

Terrified, Willow backed away, unable to take her eyes off Giles as he fought them off, even though she knew she should run, should remove herself as a weapon they could use against him. But she couldn't, not while he was in trouble...

She made herself start a spell, only to find herself in the clutches of the most revolting of them, the stake falling to the ground.

Giles had laid out the newcomer and was working on her captor's sidekick when she shrieked. He looked for her over his shoulder and took a powerful punch in the mouth, before turning and grabbing the man by his greasy locks, bringing his knee viciously up to smash it into his groin, then slamming the man's reeling head on the same knee, and leaving him to fall bonelessly to the ground.

"Don't you come any closer," the creep warned, locking an arm around Willow's neck when Giles spun and ran toward her. "You want your meat unbruised, you behave yourself. Arlo, get him," he ordered.

The first, bearded man, who'd stayed out of the fighting, moved forward and grabbed Giles by the arms.

Rage rose and burned in him. Rage at himself, at them, and most of all out of fear for Willow... he needed Ripper now more than ever.

"Get your filthy sodding hands off her," he growled in a voice Willow didn't recognize. It frightened her. "Or I'll break every bone in your corpulent, unwashed, piss-soaked carcass."

She used the momentary diversion to gather her terrified wits and resume her spell.

The other looked at his even bigger companion and tightened his grip, despite his misgivings. "You're in no position to make threats, old man."

"That's right," said Willow's captor. "Not when I'm holding the honey."

Giles saw the man's great meat hook of a hand sliding over Willow's cringing body and roared with rage. The rest happened in a blur.

All Willow could remember afterward was being flung hard into the side of a parked car as she chanted; the way the stake had flown true and impaled itself in the leg of Giles' captor, providing Ripper with a perfect distraction, and how dirty and how terrifyingly violently Giles could fight, then nothing until...

She shuddered, remembering when she came around, and how bloody the two men were when he was done with them, the larger lying whimpering on the ground from the agony of his dislocated shoulder and thumb, and the other spread-eagled, unconscious, over several fallen motorcycles, his thigh still dripping blood from the stake wound.

As Giles staggered toward her, cut and bleeding, after checking all their pulses, the terror finally began to subside, though the memory of the biker's hand on her body lingered, making her feel sick. She couldn't stop the tears as he bent down and helped her up, or the ferocious trembling as he took her in his arms when she discovered her legs wouldn't quite hold her up.

And when he silently swept her up and carried her away she could feel him shaking with reaction, his arms tightening almost convulsively about her as he strode back to the car.

They drove away in silence. Willow waited for several minutes for him to speak, aware of the white knuckles where he was gripping the steering wheel, the clenched jaw, but he remained silent.

"Giles," she said softly, tremulously. "Turn the car around."

He slid a glance at her.

Willow shivered at the bleakness in the normally warm green eyes. "I want to go h-home," she said.

He made the turn and headed back toward Sunnydale, driving in silence for some time before an anxious Willow saw him begin to tremble again.

Finally she reached out and slid a worried, gentle hand over his forearm.

After a few beats he pulled the car off the road and turned off the engine, closed his eyes and let his brow rest on the wheel instead of straightening again.

"I'll take you home. I'm sorry," he said barely above a whisper, haunted by the memory of Jenny's reproachful eyes as she'd stood on those stairs that day after Eyghon. "I should have found another way to get you out of there... " He made a noise in his throat. "My God, you should never have had to see that side of me... "

Willow stroked his hair, the back of his neck with an unsteady hand. "Rupert," she whispered, "I love all of you, not just the tweed part or the book part or... or... the sexiest man I ever met part," she finished in a voice halfway between a smile and tears. "And four against one is a little tough, even for Ripper."

He straightened and took her face in his hands, the tiny flash of amusement in his eyes replaced by deep emotion.

"You are so beautiful," he whispered and kissed her so gently she found her eyes cluttered with tears.

"Giles... "

"I'm sorry I failed you," he told her falteringly. "I'm sorry I let that bastard touch you... let him hurt you... " There was anger and despair in his voice and something else. Then, suddenly, the ferocious scowl vanished, swamped by the despair that dragged his eyes closed again. "But I... I'm not sure it's a good idea for you to go home alone... "

Willow's face crumpled. He'd misunderstood completely. "I didn't mean the campus," she told him, stroking his face tenderly. "I meant home... with you."

The soft green eyes opened, their clarity blurred by a fierce surge of emotion, and searched her darker ones for a moment.

"Oh God, Willow... " he whispered tremulously, his arms circling her slender body, his eyes closing when her arms went around his neck and her cheek pressed against his, each of them clinging to the other.

It was a long time before they parted, Giles bending to brush her lips with his when he pulled back. When he lifted his head he breathed deeply and looked into her emerald eyes.

"You're still trembling," he said and folded her protectively in his arms again.

"I-I'm okay."

"No you're not," he said softly, resting his chin on her head. "You were wonderfully brave, but... " he paused uncertainly. "I know it's too soon, I know its wrong to ask... but I don't want you to go back to that room again, at all. I don't want you to be alone... I... I don't want to be... "

Willow understood perfectly. She smiled, colour flaming in her cheeks and her green eyes glowing as she gradually relaxed in his warm arms. "Six months, a week, a day, it'd still be too long... and I don't want to be, either," she added softly.

It took a moment for him to really grasp her answer. When he did, Willow felt his arms tighten, heard the catch in his breath and realised how moved he was. She leaned back a little to look at him.

He looked down at her and smiled almost shyly. "We'll pick up your things tomorrow, and I'll find you something small to drive to classes, hopefully before they start again."

She reached up then and kissed him, shuddered when his mouth softened and moulded to hers, taking her lips gently but possessively, making love to her in the subtlest, most tender of ways for long minutes until, finally, he lifted his head again and she breathed:

"Home?"

"Home," he confirmed, smiled again and started the car.


*******

Willow blinked. The small grey-blue slip of light visible through the window told her dawn was close. She turned slightly, looking for whatever it was that disturbed her.

At the same moment Giles thrashed violently next to her and made a low, terrible noise deep in his throat. Willow had never heard anything like it, the suffering in the sound so profound that it brought tears to her eyes. He was still for a moment then he was struggling again, veins standing out on his temples, his colour so deep it was almost purple.

"Oh God, please... d-don't," he whimpered in a gasping, agonised voice.

Willow put her hands on his shoulders to wake him and he exploded.

N-o-o-o!" he screamed and sat up, knocking her away, opened his eyes and sobbed.

Willow lay quietly for a moment. He didn't even know she was there, and the despair, the humiliation, the lingering terror in his face, his eyes, was so private, so terrible she was terrified of hurting him just by being there. She didn't know what it was, but she was certain that it was far more than just the fight with the bikers the day before.

They'd had such a peaceful evening after they got back, just being together. They hadn't even made love, just sat together at first, talking, reading, sometimes pausing to kiss or touch.

Then when they finally went to bed they both seemed to want the same thing: just to hold each other, to know that the other was there, to touch. And they'd fallen asleep like that, her arm across his chest, his hand draped over her hip, their legs entangled comfortably.

She watched a moment longer as the sobs wracked his body and he curled up, as though in pain, his head resting on his raised knees. And then she couldn't let it go on any longer.

Without speaking she got up on her knees next to him and drew his head against her breasts, felt his shudder and renewed trembling and coaxed him, unresisting, back down until she was sitting on the bed holding him in her arms while he wept. It was a long time before she realised that he'd fallen asleep again, but she didn't move him. Whatever had hurt him so had taken its toll and she didn't want to disturb the little peace he seemed to have found.

She was dozing, still sitting up, a couple of hours later, when Giles woke again, this time quietly, slowly but surely remembering why he was nestled against the warmth of Willow's soft, herb-scented body.

He extricated himself very slowly, and when her eyes opened sleepily, shifted and drew her tenderly into his arms, curled up with her and held her close until they closed again, and stayed there contentedly until they both woke again in the morning.

Willow knew he was awake the moment her eyes fluttered open and he stroked her hair gently. She smiled and reached up to touch his face.

"Morning," she said softly.

"Morning."

A few moments later, when she was fully awake, she drew herself onto her elbow so that she could look into his eyes.

"Are you&-?"

But he touched a finger to her lips before she could finish the question.

"I'm fine," he said wearily. "It's not new... but I haven't had one in a long time."

Instinctively Willow curled her fingers around his. "Then you think yesterday... ?"

Giles closed his eyes. "Probably triggered it, but that's all."

Willow frowned, remembering. "Then what... ?" she stopped when she looked up and saw the haunted look in his eyes. Her fingers tightened around his. "Tell me," she said softly.

He shook his head.

"Tell me," she repeated. "Whatever it is will only fester and get worse while its stuck inside you. Believe me, I know."

He raised his head, saw the determined look in her eyes, too large above pale cheeks, and paused, his lips parted.

"I love you, Rupert," she whispered. "Let me help."

Giles sighed. "I... I don't think you can, love," he said gently. "It was a long time ago, and I've had plenty of time to get over&-" He looked down at the fingers Willow was now unconsciously crushing in her distress and determination to help.

She looked down too, and let go as if scalded. "I-I'm sorry," she stammered, her eyes filling with tears, as the terrible sounds of his nightmare came back to her. "I-I... we didn't know. Oh Giles, we didn't know," she whispered.

He shook his head again slowly. "I didn't want you to know. Better all of you should focus on what you could see, and watch it heal. It served no purpose to burden any of you with the other. It serves no purpose now."

Willow's heart broke for him. "But... you don't have to be alone any more. I heard you... I saw you... last night. I know."

He cupped her face with his hand. "No, you don't," he said tremulously. "No one does. No one can... "

He was silent for a long moment, but Willow waited patiently. And when he started to talk again, sat silently and rigidly, without taking her eyes off him, not letting herself slip even for an instant, not even when it was so terrible that he cried as he spoke, even though his gentle voice continued the nightmare narrative without faltering.

She was still sitting quietly, white faced and dazed, when he began to describe Drusilla's part in his agony, but was unable to stop her own tears at the mention of Jenny Calendar's name, at the awful realisation of what they'd done to him after so much courage against Angelus' sadistic torture, in order to make him finally betray all that he believed in...

His hands were shaking. Willow reached out for them only to realise that hers were shaking too.

Giles stopped when he saw. "It doesn't matter any more," he said hoarsely. "It happened. It's done." Then he looked up and saw the tears slipping down her cheeks, the horror in her eyes and his face crumpled. "Don't, sweetheart," he whispered. "Don't." He folded her in his arms and rocked her as she wept.

Willow struggled to regain control. She finally pushed herself up and looked at him. "I'm sorry," she whispered, stroking his brow, his hair. "I'm sorry."

Giles caught the trembling hand and kissed her fingers. "Don't be," he told her softly and smiled just a little. "I've never gone back to sleep after that particular nightmare, before."

She stared at him for a moment, absorbing the implications of his statement, then smiled back damply.

"I love you so much... I want to take care of you," she told him shyly.

He pulled a red tress. "You already did. More than you can ever know. Of course, if you feel really strongly about it a cup of tea and a muffin wouldn't go amiss... "

She giggled. "Who died and made you lord of the manor?" she shot back. "I'll have raspberry tea and poached eggs on toast."

"Is that right?" he chuckled, and lunged, his large hands lethal weapons when it came to tickling. Willow screamed and squirmed and giggled but she couldn't free herself from the onslaught. And then he shifted very smartly to avoid a wild knee contacting something delicate, bringing his face close to hers.

She managed to stop giggling long enough to seize the opportunity to wrap her arms about his neck and kiss him. The tickling ceased. The playful kiss deepened quickly, and Giles rolled onto his side, drawing her hard against him as he continued to plunder the sweet lips, the tender mouth, thrilling to its response, its equally urgent plundering of his.

Willow groaned when he slid his hands all the way down her body to her hips and behind to cup the softness of her bottom for long moments, massaging the smooth white flesh slowly, sensuously, until she made a long, blissful noise under her breath. Then his hands slid slowly, gorgeously up her back to rub her shoulders briefly, before sliding back under her arms to her breasts.

She gasped with delight as he cupped them, stroking and massaging them very tenderly, smiling when her breaths shortened and turned to pants. He bent his head and took one in his mouth, felt the shudder travel through her entire body.

Giles smiled again when he felt her bend and kiss the top of his head, looked up and found his mouth captured by hers again, then found himself on his back, still being kissed. And moments later, found himself squirming and laughing against her mouth as she mercilessly tickled his ribs, swinging her leg over his hips to add weight to her attack.

"W... Willow!" he gasped between howls of laughter, only to have the attack redoubled. Finally, in self-defence, he pulled her down hard against his body, her soft breasts flattening out against his chest, and kissed her hard.

Willow lifted her head for a moment. "No fairs," she grinned then slid down so that the warm softness of her moved provocatively against his suddenly very aroused manhood.

Giles groaned and slid a hand behind her head, drew her mouth down to his once more.

She bit his lip playfully then kissed him back even harder, wanting the taste of him, the feel of him in her mouth, moving harder and more provocatively against him with every groan from his lips, until he said something very un-Giles-like and neatly turned them over.

Willow looked up at him breathlessly, pinned beneath his body and the rock hard arousal she'd provoked as easily as her own desire. Her cheeks were flushed and rosy and her eyes flashed with fire as he grinned down at her for a brief moment. She smiled back wantonly and then cried out just as wantonly as he deliberately entered her in one glorious movement, each of them exalting in the unfettered pleasure of simply taking the other. Their lovemaking was swift and intense, Giles almost undone by the urgency of it, both of them moving, crying out, straining to the other, until he was certain he was going to leave her stranded.

"Ow... jeesss... bloody hell!" he yelled in a strangled voice as she clamped down on him one too many times, her cries lost among his, his orgasm sending bolts of pleasure to the roots of his hair and the tips of his toes, and for a few seconds, turning the world off. Then he opened his eyes swiftly, still moving, and found her looking up at him, breathless, grinning and with the definite aura of someone who most certainly hadn't been left behind.

"Wow," she giggled.

He relaxed, smiled and tried to catch his breath. "Again... 'wow'?"

She giggled again and nodded. "Wow. I've never seen... I mean usually... " She turned red.

He frowned a little. "I did let you down, didn't I?"

"Oh... oh no. I... I um... kind of let you down," she confessed. "Kind of small, about thirty seconds before you... I just... never watched before. Usually I keep my eyes closed. Was... was it really 'wow'?"

He did laugh then and kissed her beautiful mouth. "There isn't any other kind with you, my sweet love," he chuckled and shifted a little. "I think perhaps a shower would be the wisest move now," he observed ruefully, then froze, as Willow did, at the sound of a door opening and closing downstairs.

Willow touched his arm. "Giles, you didn't lock up last night?"

He closed his eyes for a moment. "I was sure I did. I remember checking the back door after my last trip to the bathroom, but we did have rather a lot on our minds yesterday," he sighed. "Stay here. I'll go and investigate."

He slipped out of the bed, found a handkerchief for himself, handed one to Willow, then grabbed his favourite robe as he left. The moment he was gone she was up and grabbing his sweater off the floor. There was no way she was going to leave him alone to face possible demons or home invaders or thieves...

There had to be weapons in the room somewhere. Finally she opened his cupboard and found, in the back under the hanging clothes, not swords or crossbows, but a wooden tennis racquet and a worn, red stained cricket bat with a frayed grip. She grabbed the bat and grunted when she realised it was a lot heavier than it looked.

By the time she reached the landing, wielding the bat in both hands, it was too late to think about consequences.

"Willow?"

"X... Xander?" she yelled back. "You scared us half to death!"

Xander turned to Giles, stunned shock on his face. "What? Who? Do I want to know? No, I don't. Oh God... "

Willow let the bat drop to her side and dragged it the rest of the way down the stairs to stand very close to Giles.

"Why didn't you knock?" she growled.

"We never knock," Xander retorted exasperatedly. "Why didn't you two lock the door or something... jeez. And you two... ?" He shuddered exaggeratedly. "Why do I not know about this? Why do I even want to know about this?" He shuddered again.

"Because it's none of your damned business?" Giles offered in a harsh voice.

"Well that is one way to look at it," Xander conceded, still looking from one to the other in disbelief.

"So... you two are org&-?"

Xander swung around to Anya and raised a finger "Don't... say it. Just... don't even think it," he warned then paled a little. "O-h-h... Very bad visual place," he moaned and sat on Giles' desk, his head in his hands.

Anya made a face. "... Together now?" she finished.

A flushed Giles drew an arm around Willow, who leaned against him a little. "Yes," he told them firmly. "Together."

Willow slid her arm around his waist and squeezed reassuringly. "For real, Xander," she said quietly, leaned into him a little more, and glowed when his arm immediately tightened.

The two childhood friends regarded each other for long seconds, dark brown eyes searching witch green ones, learning secrets, trading questions.

Xander finally looked up at Giles. "She's special," he said huskily, his eyes challenging the older man.

Giles nodded slowly. "More special than I ever imagined." He looked straight into the dark brown stare. "More special than anyone I've ever known," he said softly, but with such steel that Xander swallowed.

He looked from one to the other. It was obvious that they were happy, which was a good. But it was Willow... and Giles.

"Look," he said in a strained voice, "we came over to tell you we had trouble on patrol last night. First there was a demon I've never seen before. Anya knew what it was and we killed it, eventually, with... well, with salt. I had to go and buy salt from a Seven-Eleven to kill a demon," he muttered. "Anyway, we thought we were clear after that but we ran into trouble at Heaven's Rest cemetery... you know, the new one? We couldn't do anything about it, being just the two us. There was like, a gaggle of vampires. It was like a union meeting of vampires or something."

"How many?" Giles asked impatiently as Willow slipped away to get dressed, the cricket bat hefted onto her shoulder.

Xander shrugged. "Maybe ten, fifteen. The ringleader was the weirdest, though. He looked like a goblin or something, but he had the vamp teeth, vamp head. Man, was he ugly."

"Can we do a little better than 'ugly'?"

"About five feet tall, a kind of weird dead colour... you know that kind of corpse white... blue... barfworthy colour? That was him. And he had big pointed ears, weird hands... and cloven feet."

"He spoke in a strange accent," Anya added, "and he was wearing the Seal of Vogrrath."

Giles looked shocked. "The Seal of Vogrrath? You recognized it?"

She nodded. "You absorb a lot in eleven hundred years," she observed off-handedly.

"So this Seal... it's a bad?" Xander asked as Willow came back down the stairs in a soft cream sweater and orange slacks.

Giles cleared his throat. It was obvious that she was once again not wearing a bra.

"Very," he said, dragging his gaze back to the others. "It's been lost for centuries but its last appearance is well documented. They're obviously gathering behind this Ancient One because he has the Seal. It gives the wearer not only dominion over his peers and the power to unite them against the mortal realm, but the even more dangerous power of demon magic, usually only the domain of demon Mages."

"And we don't have a slayer, or a demon hunter handy," Xander added redundantly.

Giles scowled. "Indeed."

"But... we've got magic," Willow offered. "Giles knows magic, and I so do I. Maybe we can fight magic with magic. A-And we still have Riley's gun."

Giles instinctively reached out and touched her cheek. "It still won't be enough," he said gently. "We have to find them first. Buffy and Riley are on their cruise by now, but there is one other option."

"Angel," Willow guessed, her eyes filling with pain. "But&-"

Giles shook his head and she subsided, despite her too-vivid memories of the previous night.

"Great idea," Xander grunted. "Just what we need. Wes, Cordy and the vamp... the three stooges do Sunnydale... "

"Oh do shut up, Xander," Giles growled and went to make the phone call.

Xander opened his mouth to reply.

"Xander," Willow said quietly and met the dark gaze with a speaking one of her own. "Shut up."

He closed his mouth again. He'd never heard Willow use that tone before and it was obvious something was distressing her. She'd turned to watch Giles make the call and was still watching him, tension in every inch of her.

Xander turned his attention to Giles and his eyes narrowed. The older man was almost white, his eyes haunted, and his hand strangling the receiver as he spoke, yet his voice was even and unwavering, his tone almost affable.

The impact of that awful dichotomy caught in Xander's throat as it blended with memories of those first terrible days after his rescue of the older man from Angelus' clutches, and flowered into revelation and terrible regret. He made a strange noise trying to suppress a half-sob. Anya touched his arm, surprised and a little frightened. It was Will, though, turning suddenly and trying to smile at him through miserable eyes, to whom he looked for comfort, even denial, to find only confirmation.

They both heard the phone click before either of them could speak and Giles came back, Willow silently going to him and sliding her arm around his waist, rubbing the small of his back through his robe in slow, comforting circles, pressing close as his arm immediately closed around her.

"They... " Giles cleared his throat again. "Angel has agreed to help us. He's going to ask Wyndham-Pryce to keep things under control up there whilst he and Cordelia join us here, tonight. "They know about the Ancient One. His name is Draxuss. They've been trying to find him for some time. Wesley and Cordelia are out looking now. Apparently he is not a vampire, but an ancient Earth Demon of the same variety we know creates and inhabits the bodies of vampires."

Xander frowned, his distress about Giles momentarily forgotten. "What the hell good is Cordy going to do?" he demanded. "She should stay up there and let Watcher-boy help out. At least he knows which end of a demon is up."

Willow saw Anya frown and look at Xander with a puzzled, vulnerable expression and was sorry. They all knew that Xander had grown to love Anya after a long, shaky beginning to the relationship, but Willow knew that Cordy was his first real love. Buffy had been his greatest unrequited crush, she his second, but Cordelia... Cordelia he'd loved.

"A lot has happened since Cordelia left Sunnydale," she said quietly. "Sometimes... not any more...but at first, when she was lonely, we used to talk...on the phone. She would call out of the blue and want to know what we were all doing...but we'd always end up talking about what was scaring her, or worrying her or about Angel or Doyle."

Xander frowned again. "You and Cordelia? How weird is that? And you never told me," he said accusingly.

"It wasn't anyone's business except Cordelia's and mine," Willow retorted and slipped a hand over the one that had tightened on her shoulder. "I didn't tell Buffy either. A confidence is a confidence. Besides, who else was there for her to talk about, well, y'know... stuff... to?" Giles' hand relaxed then and Willow squeezed it lovingly.

"We're supposed to be planning a war on a small army of vampires," Anya pointed out acerbically and slid her arm possessively through Xander's. "So why are we discussing a self-absorbed, elitist bimbo instead of weapons and strategies?"

Xander pulled away and swung around angrily, his eyes flashing, met her almost child-like gaze and saw the hurt in it, closed his mouth and surprised them all by putting his arms around her silently instead.

Both Giles and Willow observed silently that some time in the last twelve months their Xander had become a man in more ways than one.

"We're not, any more," he said quietly and looked back at the other two. "I know we came at a bad time and I know there's stuff to do, but we're going now. We'll come back tonight, after sunset... I-I'll call first," he added.

Giles flushed and grinned sheepishly, and Willow stifled a giggle.

Xander looked from one to the other and groaned again. "Horrible, horrible visual place," he moaned as he turned Anya for the door.

Willow detached herself from Giles and followed them, holding the front door open as they left and then closing it behind them. When she turned back her face was sombre.

"Giles, I don't want Angel here," she said in a quiet, determined voice.

Giles stared at her for a moment then closed his eyes in willing capitulation. "If necessary Xander will have to take him. Cordelia can have the sofa... or perhaps she'll have plans of her own."

"Xander would... no, I know," she said suddenly. "My room... at the campus. They can crash there. I'll give them my key. It's got everything they need, even my computer." She came to him and touched his face tenderly. "Just don't get all soft-hearted and ask them to stay."

He half-smiled. "Mother hen," he chided, pulled her into his arms and kissed her lovingly. "Adorable mother hen."

Willow buried her face in his robe and wound her arms tightly around him.

Giles looked down at her with his heart momentarily in his eyes, kissed her hair and wrapped his own great arms around her, just holding her.

Eventually Willow lifted her head, smiling lopsidedly. "Your tummy growled."

"My stomach," he insisted dryly then smiled back. "A lovely hot shower first, then breakfast, I think." He sighed. "And then... "

"... Research," Willow finished and rolled her eyes.


********

Willow and Giles were still deep in research, his books piled in neat stacks on the coffee table before them, when the door opened.

Giles, dressed now in jeans and a soft grey pullover shirt, was reading with one arm around Willow, who was using his chest as a pillow whilst deep in descriptions of known demon Mages and their various powers, and his other holding an ancient, tattered volume.

"Thank you for knocking," he muttered sarcastically without looking up. "Get yourselves a drink then come and help."

"Giles... ?"

Both Willow and Giles sat up then as though prodded and looked over the back of the sofa.

"B-Buffy?" Giles stammered, getting up swiftly and coming around to where Buffy and Angel were standing. "But you're... ?"

She stepped up to him, her eyes overbright, and shook her head. "Riley's missing, Giles. He could... he could even be dead."

Willow watched Giles reach out and brush moisture from her cheek.

"We'll find him," he said softly, looking past her to the brooding eyes of the vampire, "all of us... working together."

"Like old times?" she asked tremulously.

He smiled. "Just like old times."

Buffy smiled back and did something Willow had only seen her do once before. She hugged Giles... and this time Giles hugged back. She swallowed, unprepared for how much such an innocent gesture could hurt, and slid back down on the sofa, turned around and picked up a book. One thing she didn't have to do was watch...

The others were too engrossed in each other, but Angel saw and frowned. So Buffy's predictions about Giles and Willow were true. He slipped over almost silently, as was his wont, and sat down in the armchair.

"Hi, Willow," he said softly when she didn't look up, or acknowledge his presence.

Her head lifted slowly, and when her eyes finally met his he understood why. His eyes flicked from her hostile ones to Giles, and back again, growing very bright. And when he couldn't face the hurt in the witch green gaze any longer, he looked away.

Willow made herself busy again with the book, so that she didn't have to look up.

Giles and Buffy joined them, Giles resuming his seat and Buffy flopping on the other side of Willow.

"Hey, Will," she said quietly.

Willow lowered the book and faced her friend.

"Hey, Buffy. Are you okay?" she asked, in spite of herself.

Buffy sat very still for a moment then nodded. "I will be. Turns out the Hellmouth just couldn't part with me, even for a honeymoon."

For the first time Willow noticed the lines of tiredness, the dark circles under her eyes, the shadows from long bouts of crying.

"Where's Cordelia?"

Buffy shrugged. "Keeping Wesley in line. What have you got so far?"

Willow looked at Giles for the first time and found him watching Buffy, concern in his eyes. "All kinds of stuff," she said quietly. "Giles... ?"

His eyes met hers for a moment, concern in them, then returned to the others. "We know what the Seal can do, and we know how to destroy it. There doesn't seem to be any specific reference to Draxuss in any of the main volumes... or any of the lesser ones for that matter... "

"So we don't know how to kill it?"

"One would imagine the usual would suffice. Beheading, stabbing through the heart... "

Buffy wrinkled her nose. "And if the Seal thingy protects it?"

"The... Seal 'thingy'... gives it power. It doesn't affect its mortality," Giles pointed out acerbically. "We do know that the Seal is actually a crystal, and the right harmonic will destroy it and therefore this Draxuss' power centre."

For a moment the Slayer was silent, then she looked up at him, looking more like a lost child than the Chosen One. "What do they want with Riley, Giles?" she whispered. "Is it because of me? Have I killed him?"

"Buffy... " Willow said softly, and took her friend's hand. Losing Giles would be like dying inside.

Buffy's smile was fragile and Willow felt the desperation in her grip as she returned the pressure of her fingers.

Giles didn't speak immediately. He couldn't just remind them that logic dictated that Riley was probably lying dead somewhere, or, at worst, risen by now as a new addition to the vampire community...

Angel, who'd deliberately withdrawn to the point that he'd slipped from the group's awareness, made both girls jump when he spoke.

"Don't," he said harshly. "He knew what he was doing, what you were when he got involved with you."

Buffy stared at him for a long moment, let go of Willow's hand then turned back to Giles.

"I don't know," he said quietly. "Unless it has to do with the Initiative. It's highly unlikely, particularly since it's been some time since they were operational." It sounded good, but Giles felt hollow as he said the words. He'd wanted so much for her to have a chance at real happiness and she was going to be so hurt... again.

The door opened again. Xander and Anya came in, slamming it behind them.

Giles whipped around. "Can't you bloody-well knock?" he snapped.

Everyone stared at him except Willow, who felt his fingers quietly wrap themselves, unseen, around hers, which were resting on the sofa next to him. She squeezed back reassuringly.

"This isn't the library and it's not a bloody café," he said quietly. "It wouldn't kill you to at least occasionally consider the idea that I might possibly deserve to have my privacy respected."

Xander swallowed. "Sure G-m... um... Giles. We're so used to being, y'know, family, we kind of forget that you have a life now. We'll do better next time."

Their eyes held for a few moments, then Giles' green ones softened. It was impossible to stay angry with the boy. He supposed Xander's annoying rationale made a kind of comforting sense.

"Thank you," he said softly. "Now," he turned to Willow and looked at her in a way that made her suddenly feel like the only person in the room, "Xander and Anya will make refreshments while the rest of us work on a strategy for destroying this Seal, and stopping it's current owner and the threat they pose."

They worked for several hours, even Buffy silently contributing wherever she could, including taking over from Xander and Anya in the kitchen and keeping up a steady supply of tea and refreshments while the others worked, correlating Angel's information with Xander and Anya's observations at the cemetery and Giles' and Willow's research, to come up with several probable locations in Sunnydale to search if the cemetery proved as deserted as Giles suspected it would be.

Giles remained close to Willow, who worked steadily researching demon magick from a stack of Giles' oldest volumes, and glancing up periodically up at the handsome profile, silently watchful as he worked and interacted with Angel, the embodiment of his worst nightmare.

It frightened her how angry she was with Angel, how difficult it now was to separate him from the demon that wore his face... the demon that walked Giles' nightmares. Each time Angel looked at her with that handsome, gentle face of his, those caring eyes, she wanted to hit him, to scream at him for not stopping it, for not being there when his friend needed him most. She knew she wasn't being rational, but she didn't care.

Eventually it was agreed that Buffy and Angel would try to locate Draxuss based on the information they'd found, and whatever Angel could glean from his own contacts in Sunnydale, and Xander and Anya would take Giles' car to go to the magic shop. In the mean time, Willow and Giles were to make preparations to try and counter any magicks they might be up against.

Willow could feel Giles' restlessness and worry as Buffy and Angel slipped out the door, as much in tune with each other now as they had been when they were together. She waited until Xander and Anya left noisily before turning to him.

"Are you okay?"

He looked down at her distractedly. "Of course."

"Rupert... " she said softly.

The green eyes focused at last. "I'm fine," he said gently, "but I am worried about what they're&-what she is going to find out there."

"Riley?"

He nodded. "I don't have to tell you, do I, what his chances are if he was in fact, taken by demons or vampires?"

Willow shook her head. "But, maybe they kept him alive so they'd have a weapon against the Slayer?" she asked hopefully.

Giles smiled and kissed her nose, then took her in his arms, though the worry in his eyes remained.

"A thought we can both hold on to for the time being," he said into her hair as her hand slid over the stud of his jeans and up, under his shirt, doing terrible things to his concentration. "Now... er... h-how many of the spells you've book-marked are s-specific to Earth demons... ?"

********

It took some time to clear an area large enough between the sofa and the fireplace and to mark out the circle, add the required accoutrements, and to perform the appropriate rituals and consecrations.

Xander and Anya had been successful in their shopping, having scoured each of the three magic shops, and even two of the four 'New Age' stores in Sunnydale and two of its neighbouring suburbs, for some of the more rare items.

They watched in silence as Willow and Giles methodically went about their preparations for spell casting. When they were done and the circle almost vibrated with power, both Giles and Willow withdrew.

"We can't do any more until Angel and Buffy return." Giles looked at his watch. "Until then, I suggest you all have something to eat and drink. I suspect it's going to be a long night."

Willow watched him turn and go back to the sofa, and the books, while Xander and Anya headed for the kitchen. There was weariness in every inch of him, and she knew it was as much from the stress of being in proximity to Angel as it was from the worry and the broken night's sleep.

Giles lifted his head when he felt soft fingers on his neck. Rescher's Theoretical Analysis of the Mages of the Seven Known Realms was about the most verbose, boring, pretentious dry-as-dust tome he'd ever come across. Five pages in and he knew why he'd never finished the bloody thing properly before...

The fingers began to knead and stroke the knots from the base of his skull to his shoulder blades. He could smell the faint herbal scent of her hair, and the subtle perfume she always wore.

"Good," he said softly and closed his eyes.

"Anything would be good after tackling Rescher's," she teased, smiling.

He grunted. "I was desperate. The man was a pretentious, unmitigated twit who seems to have made an art form of intellectual snobbery, but his sources appear to have been impeccable, meagre as they are. Among the drivel there are actually some rare pearls, which is the only reason I kept his book."

Willow forced her thumbs over each of his vertebrae beginning with the medial and working her way up to the base of his skull again, enjoying his small grunts and sighs.

"So was there anything specific about the Seal? Or our demon?"

Giles leaned back into the ministrations of Willow's thumbs as they thoroughly tested his trapezius muscles.

"Draxuss was last seen in Koln in 1542," he said matter-of-factly. "It was an unremarkable appearance except that it was in the company of Almoth, a Master almost as dangerous as the one Buffy killed. Almoth was defeated by a Slayer, but Draxuss vanished without trace... " He paused and smiled when he felt soft lips tracing the top of his earlobe.

A moment later he half-turned his head and caught her lips awkwardly. She leaned further forward, greedy for his, and suddenly found herself drawn over the back of the sofa, partly by the urging of his strong arms, partly through her own enthusiasm, and onto his lap, on top of his book, her arms locked around his neck.

The kiss was long and tender, but without urgency. Willow could feel as strongly as she knew Giles did, that they were both more in need of comfort and closeness than real love-making.

They were roused from their temporary refuge by the clearing of someone's throat. Anya was standing at the coffee table with a tray and Xander had a second plate of cookies, behind her.

"Tea," Anya said simply and pushed the tray onto the loaded table, sliding a pile of books sideways, and looked up at Xander. "But I'd rather be doing what they're doing."

Xander, still staring at them, made a small whimpering noise in his throat. "Scarred for life," he wailed. "Can't you two control yourselves for five minutes?"

"Xander... " Willow growled before Giles could.

Giles kissed her again instead, a long leisurely salute, before looking Xander square in the eye.

"Let's recap, shall we? My home. My life. Consenting adults," he smiled at Willow and received a glowing one in return. "Willow's free choice and our happiness. Which of these concepts exactly do you have difficulty with?"

Xander had the good grace to turn crimson, and then to truly look sorry. "I can't help it giving me the wiggins," he said quietly. "You guys are my best friends... best friends don't... well, they don't if... " He looked down at his feet, now so red his ears were deep scarlet.

Giles' expression softened a little, despite his irritation. "Xander, Anya&-with apologies to Anya&-"

She shrugged and waved him on.

"&-Is eleven hundred years old. I am a mere forty-six and not exactly about to relinquish my hold on this mortal coil."

Xander didn't look up.

"Xander, look at me," he ordered, and waited for the boy to raise his head, held the brown eyes when they finally reached his. "I... I love all of you," he said. "But recently Willow and I discovered... w-we found out... "

Willow touched his arm, understanding how difficult it was for him. "We love each other," she said with a simplicity that couldn't be ignored. "We need to be together. Nothing else matters." Her large green eyes stared up at her childhood friend, begging him to understand, to accept, but Xander continued to look uncomfortable.

Giles' eyes narrowed. "There's something else," he said.

Xander looked up almost guiltily. "I can deal," he said very quietly. "I really can. I just... Giles, I thought... I've always thought you'd end up with Buffy." He shot another look at Willow, but she was deliberately playing with Giles' shirt now, and pointedly not looking up. "I used to see how you looked at her, when you thought nobody was looking... I'm sorry Will... it's just... "

"A surprise?" Giles asked darkly. "I didn't realize you were so observant. It isn't actually any of your business, but in the interest of clearing the air, I grant you, it's true. I did once have very real feelings for Buffy. Sufficed to say I don't any longer, though I cannot love her... cannot love any of you, any less now than I always have."

"You just stopped... just because she married Riley?" Xander asked suspiciously, ignoring the depth to which he was moved by Giles' admission.

The ex-Watcher's eyes became as hard as green diamonds. "I stopped because I fell in love... truly in love... with someone else... " He looked down and found Willow looking up at him, touched her face, his own suffused with great tenderness.

"Someone I cannot bear to live without; someone who has not only my heart but owns the sum of my soul," he said softly, as though he was speaking only to her.

Their eyes still locked, Willow smiled lovingly, traced his jaw and brushed his lips with hers.

When they looked up again both Xander and Anya had melted away, only two cups and one plate remaining on the tray with the teapot and milk. They both chuckled and Willow slid off his lap and the book, to pour the tea.

It was another three hours before the front door rattled. By then everyone was on edge, Xander and Anya hovering close to where Willow and Giles had resumed their research.

They rose almost as one, though in a straggly, disorganized way, all heading for the door as it finally flew open.

To everyone's shock and amazement, Buffy and Riley supported Angel's weight as they dragged him in the door. Then Riley held him while Buffy threw the deadlock before turning and resuming her position on the other side of the vampire's barely conscious form.

"What happened?" Giles demanded as they settled him on the sofa. "Finn... ?"

Riley, battered and bruised, his clothes torn and filthy, looked at Buffy's mentor and friend, saw the suspicion in his eyes and extended his hand.

Giles took it, very briefly, and exhaled, relieved to feel its warmth. He finally smiled at the boy and nodded before letting go again as Buffy straightened and came to lean against her husband.

"What happened?" he repeated.

Riley shrugged. "At first I was lost. I was tracking Draxuss and... well, I was alone and I don't know L.A. at all. Then someone&-a stranger&-I thought was going to help me, led me into a trap."

Willow's eyes widened. "Vampires?"

He shook his head. "Demons. Not working for Draxuss, but demons. They knew I was married to the Slayer. They want Buffy to stop Draxuss before he wipes out their realm. They brought me back here. There's some kind of terrible blood feud... and they're really scared."

"And that's why they made such a mess of you?" Xander interjected sceptically.

Riley looked down at Buffy.

She shook her head. "Most of that happened tonight." She wasn't looking much better herself. "Angel followed some information from Willy, then from the contact Willy gave him, until we found the demon lair Riley was being held in." Her expression hardened. "We were supposed to find it. It was a set up so they could use Riley to make me help them."

"Why didn't they just ask?"

Riley turned to Willow. "Demons don't know how to ask. Angel and Buffy fought them. They were big, and it was tough, even for Buffy. At first I couldn't help." He looked down at his wrists, which were chaffed and torn. "And then when Angel freed me a female vamp came from nowhere and did something to him... I mean they hit him, hard, and brought him down, but she did something after... "

"Yeah," Buffy agreed. "A spell maybe, or something."

"A spell? How do you know?" Giles and Willow demanded immediately and almost in unison.

"There was a chant, and they sprinkled something on his face when he fell. There was an awful smell of burning... and a mark appeared on his hand," she replied.

Giles and Willow immediately went and looked at the vampire's hands. There was the symbol of the spell, a charred brand in the shape of a stake, but what almost unnerved Giles was the symbol of Vogrrath, raised like an ornate wheal, on the palm of the same hand.

"They didn't know he had a soul," he said, almost to himself. "The spell should have killed him by now. Normally it makes it impossible for the demon to remain in the body it inhabits, leaving it available to be taken by others. And there's a complication." He held up Angel's palm.

Buffy moved closer to Riley. "And you think these demons want Angel dead because... ?"

"Perhaps, perhaps not. If they do it's because he was a threat to their plans. They needed you, and they needed Riley as leverage to force you to do what they need you to do."

"But they didn't need Angel threatening their success, not if they're fighting for survival," Willow added.

Giles nodded and looked at the mark on the palm again. "But they may well have wanted his body... " He paused for a moment then looked from Buffy to the battered Riley to Buffy again and smiled. "Thank God you're safe, he said quietly, "all of you."

Buffy nodded back and leaned into Riley when he slid his arm around her. "How do we help Angel?" she asked, her body language plainly saying that she'd much rather be telling her husband how glad she was that he was safe, despite her focus and concern for her one time lover.

"That particular spell requires three different castings to have even a chance of lifting it. Usually its effect is instantaneous. There's little opportunity for reversal under normal circumstances. That Angel has a soul is probably the only thing keeping him alive right now. As for the sign of the Seal of Vogrrath, I can't begin to guess what that means in this case. "

"Why three castings?" Willow asked, her Wicca senses pricking as she straightened and mover closer to Giles.

"Because the spell itself is made up of three parts to stop the vampires from having any chance of developing a swift enough defence against it. The first part drives the demon from the terrestrial plane. The second binds the body so that the demon won't want to return and the third destroys it, or if the body is needed&-the most likely reason for creating the spell in the first place&-the third is omitted. In Angel's case that additional mark may mean, for whatever reason, that he was chosen to host a new demon, perhaps even Draxuss himself. In any case Angelus will have to be brought back to the terrestrial plane or Angel will die," he said, and heard Willow's violently indrawn breath, touched her arm reassuringly.

"Okay, so we should start right away?" Buffy asked impatiently, watching the now inert form on the sofa. Angel was a strange, deathly colour, stranger than his usual pallor, as though any vestige or semblance of 'life' were slowly being sucked out of him.

Willow's hand immediately shot out and closed around Giles'. "We have to talk," she said quietly. "Upstairs."

They all heard. Buffy looked from one to the other, then up to Riley.

He shrugged. "They know what they're doing, sweetheart."

She looked back, only to find them already headed for the stairs.

"Giles, you can't," Willow said immediately they reached the loft.

"I can and I must," he said quietly, but she could already see the truth in his eyes.

"Let me do it... Please... " she pleaded.

He shook his head. "I don't want you to ever have to channel demon magic, or face that bastard, on any plane. It's going to be difficult enough for me. The last time... "

"I can do it," Willow repeated. "I did the Restoration spell, remember? You don't have to face him again..." she cried, her tone hardening into anger.

"No!" he said harshly. "It's my responsibility. There is no one else, and I won't put you in danger." He faltered a little. "Willow, if anything happened to you... " he whispered, haunted, his eyes pleading. "Please... don't ask me to risk losing you... "

The anger died. "But you're asking me to risk losing you," she whispered. "Rupert... "

He came to her, took her face in his hands, rested his brow against hers. "I'm sorry," he whispered. "Forgive me..."

She watched him stride from the room and blinked back tears. It wasn't fair. It just wasn't. She muttered an obscene word that ultimately did nothing to relieve her feelings, and followed swiftly.

They had accumulated so many ingredients and other items for spell casting that they had no trouble putting together what was needed to help Angel. Willow arranged the rune stones and the candles, bowl, oils, herbs, and other ingredients, while Giles read from one of his books. She focused hard on the job at hand to keep from screaming at him not to do it, not to channel the kind of magic he hated, not to do it for Angel, of all people... not to have to face...

She scowled as she lit the last candle, and backed out of the circle.

Giles, however, was too focused to notice, as were Buffy and Riley, but Xander and Anya both looked at her strangely as her small face strove not to crumple. It struggled for several moments longer before restoring itself to its previous concentration as Giles' chant changed to the actual words of the spell.

Willow's hands clenched into fists as he gradually became engulfed in an eerie orange glow without wavering from his text. And then he stopped, the book falling to the ground, and his eyes closing. He staggered, but remained upright, and began repeating a mantra of some kind as though it might protect him.

She grabbed the second text and stepped close to his side, careful not to touch him, no matter how much she wanted to. He staggered again when he opened his eyes and took the book.

As he began the second spell the room electrified, smelling of something burning, something acrid. Willow identified it as brimstone, in answer to an unthinking question from Xander. She motioned him angrily to be quiet as Giles began to labour hard to get the words out, beads of sweat, along with the blood vessels in his temples, standing out starkly against the pale skin of his brow.

Angel began to stir, but it was to groan in pain, to arch and stiffen as though a war was being waged within his body.

Giles gasped in pain, then immediately picked up the rhythm of the spell again, his tone growing fiercer, more defiant as he continued.

When he almost fell, Willow knew she couldn't stay out of it any longer. She deliberately caught him, stopping him from toppling right over, her body immediately becoming enveloped in the orange glow.

For a moment everyone surged forward, ready to pull her free, to stop the whole thing if necessary, but one glare from her as Giles straightened halted them all.

His concentration never wavered as she deliberately joined the chant. She thought for a moment that he didn't know she was there, until she clasped his hands with hers and felt his answering squeeze, the way he continued to cling to them. And then they both gasped as they were seized by a power neither of them had ever known before.

They all felt the sudden violent surge, the intensity of the pair's combined power electrifying the room, even the air. And when Willow, still chanting in unison with Giles, stepped in to fit her body against his and the room exploded in white-gold light, it was Anya who urged everyone to withdraw to the terrace outside and leave them alone.

Angel convulsed and contorted in agony as the spell continued.

Willow looked around wildly. It was terrifying being removed from one's own reality. She found Giles almost immediately. He was locked in battle with Angelus and it horrified her to see that the demon had chosen to wear Angel's face, even here, in this non-place, this plane of existence between the real world and the demon dimensions.

As they fought, Angelus jeered and taunted, refusing to return to the warded body and deliberately manhandling the older man in intimate and invasive ways each time they clashed, despite Giles' titanic efforts to bring the other to the ground and subdue it, to force it back into Angel's body. It was obvious that the effort required to call down the kind of demon magic required to do what he was doing, was draining him badly.

Willow sobbed. She'd given the vampire back his soul, made it possible for this 'thing' to continue, for it to do this to Giles again...

"Willow," a voice whispered in her thoughts. She shivered and turned.

"Angel?" She wheeled back to the fight between Angelus and Giles, then back to the sad figure behind her, struggling to continue the silent chant.

"What... ?"

"He isn't me," he said softly, then raised his arms as she flailed him with blows and expletives. Finally he caught her wrists. "Giles needs us," he told her.

Willow stopped struggling. "Why didn't you stop it?" she sobbed. "Why aren't you stopping it now?"

"Because I can't," he said miserably. "And because the truth is I don't want him back."

"Then why are you here?" she demanded, angry again, the chant in her mind growing louder in defiance of the distraction.

"To help you. To help Giles."

Willow swallowed and looked over her shoulder to where Giles seemed to be holding his own in the relentless struggle.

"But this is all for you. Giles is trying to save you."

"I know. He is... extraordinary. And I can't let him be hurt trying to save me... not by that... " His voice caught. "Not again."

"But... but if you can't help him, then how... ?"

"You. You have to do it, Willow. It's in you. The answer is in you. You have to find it ... for him." Angel started to fade.

"Wait... !"

"I'm sorry. I can't... He's winning... Help Giles, Willow... "

Willow gulped down tears. Angel was gone. She turned back and saw why. Angelus had driven Giles to his knees and was trying to choke him. Enraged, she redoubled her concentration and was gratified to see Angelus stagger for just a moment. Long enough for an obviously weakened Giles to gain his feet and bring him to ground, but not long enough to stop the vastly stronger demon from rolling him onto his back and pinning him to the ground.

"No!" she screamed, forgetting the chant for the first time. She tried to throw herself at them but the moment her concentration wavered she felt their combined strength falter, heard Giles' psychic scream of 'NO... !' and remembered where she was, and what she had to do.

She resumed the silent chant, rage and anguish making her shake so violently she struggled to focus, to find him again, tears streaming down her face as she watched while Angelus once again taunted him beyond bearing, running his hands over his body, deliberately violating his private space, his dignity, asking him if wanted to do it all again for old times sake.

She could feel in her soul the humiliation, the degradation Giles was reliving, could hear him sobbing as he struggled to dislodge the demon and stop the nightmare. And then Angelus flipped him over, twisted his arm up behind his back and took hold of his bad hand. He selected the first two fingers and smirked.

As Giles' roar of rage and terror reverberated through her, every fibre of Willow's being, everything she was, reached out to the man she loved.

Somehow rage, hate, magic, love... and the pure, untapped potential within her aligned in a single flow of terrifying energy that screamed along every nerve ending in her body. It slammed into her lover's, turning his focus to her; their hearts, their voices, their very souls merging into one unstoppable, undefeatable crescendo of writhing energy that seemed to tear open the whole dimensional plane before concentrating in one superheated blue-white bolt that engulfed and swallowed the bewildered figure still straddling Giles.

The last thing Willow heard was the endless scream of a terminally enraged demon.


*******

"Willow?"

"Willow... ?"

Her head ached. Her body ached. She stirred slowly, her head pounding and the rest of her feeling weak and battered. She looked up.

Rupert... ! "Where's Giles?" she demanded immediately. And when they didn't answer right away, she struggled to get up. "Where is he?"

"Easy, Will," Xander said soothingly, holding her shoulders. "He's right here. He's just coming around. He's okay, truly. I know you probably don't care right now, but Angel's okay too."

She started to cry without really knowing why.

"Xander," Anya said swiftly, helping Willow, "help me." Together they brought her to where Giles was now lying on the sofa and Buffy and Riley backed away.

She could see that he wasn't unconscious, but his eyes were glazed and tears were trickling down the sides of his pale, shadowed face. She pulled away from the others, swaying, but holding herself upright.

"Rupert... " she said very softly as she knelt by him, and heard the muffled sound he couldn't completely repress. Her fingers stroked a rough cheek. "Giles," she crooned, making the loved name an intimate endearment. "It's over."

He tried to speak but the sound came out as a strangled sob.

She rose and sat on the edge of the sofa, caught him in her arms when he reached for her and held him tight, weeping silently as all the filth and hate and horror finally drained out of him, in wracking, painful sobs; holding him until he slid down, too exhausted to weep any more and fell into a deep, still sleep in her arms. Then, after a time, she kissed his soft, silky hair and looked up.

Angel was trembling, his face twisted with grief and guilt, his dark eyes tortured.

Alongside him Buffy stared at the pair, stunned, as though she couldn't quite grasp what was happening. And then she followed Willow's accusing stare and drew a startled breath when she saw Angel's face.

Her eyes flew back to the figure held even more tightly now in Willow's arms and her colour ebbed alarmingly. Then she was turning, facing the vampire.

"What did you do?" she demanded in an unsteady but piercing tone, oblivious of Riley's hands coming to rest supportively on her shoulders. "What did you do... ?"

Angel stared at her. It was inconceivable to him that after all this time she still didn't know, still hadn't loved Giles enough to find out. His eyes slid back to the couch and a part of him, inside, smiled sadly, glad that sweet Willow would give the other man what he deserved, what he needed, what he should have had a long time ago.

He drew a tremulous breath, still surprised after two hundred years that he still needed to do that, to work his larynx, to appease old habits.

"Shouldn't you already know... ?" he asked quietly and was sorry to see how cruel a blow those words were.

Buffy reeled back almost in slow motion, coming to rest against Riley, her eyes wide, her hands shaking.

Softly at first, and then in a tone that everyone could hear, Willow began to tell them all, without looking up, repeating it almost word for word as Giles had told it to her, his words, his voice burned into her memory.

Before she was even finished, a weeping Xander launched himself at Angel, who allowed himself to be knocked down and struck repeatedly without raising even a hand to the boy.

"You bastard," Xander sobbed as Willow continued relentlessly, and reeled away from the vampire again in revulsion. "You bastard."

When she was done she buried her face in his hair and rocked very gently.

For a long moment Buffy simply stared and then she moved away from Riley, her movements silent, jerky, almost as though concussed, came to Willow and sank to her knees without speaking.

The two women stared at each other for a long time, the blue grey eyes grieving, shocked, but asking for no quarter, demanding none, only offering their sorrow and shame to the fierce green ones.

Renewed hurt filled Willow's eyes, this time for her friend, whom, despite her anger, she couldn't hate for her weakness.

"Buffy... " she said softly.

The blue eyes, however, looked down, closed for a moment. Then Buffy was dragging them back to the dear, familiar head in Willow's arms. With fingers trembling so violently she couldn't even have held a stake in them she reached out to touch the tousled hair, to stroke it, so gently, tears rolling down her cheeks like dew falling from a lily.

She didn't speak. There were no words; there was nothing she could offer that would ever expunge her guilt or make up to him for the pain, terror and loneliness she'd left him to endure alone.

And then, as her fingers smoothed a stray hair behind his ear, he stirred, turning his head enough to open his eyes and see her blurred silhouette. He blinked very slowly and opened them again.

Buffy choked a sob down hard and struggled against the urge to run, ignoring the primal scream inside her head as she met the gentle eyes which had never faltered, never accused, never deserted her. They were struggling to stay open.

She shifted the still trembling fingers to touch his cheek, saw warmth flicker in the green depths and sobbed again.

"I... " she began, trembling so badly now that she had to struggle to hold his gaze. "I'm sorry... "

The sound of the two words was so agonised, so desperately haunting, that it seemed to wrench the soul of everyone who was listening.

Except Willow, who was watching intently over her lover, guarding him, and was therefore the only one outside of Buffy who saw the joy that leaped into the glazed eyes, and the sadness that followed before he nodded to the other girl and shifted his gaze, as though searching for something.

Then he looked up and found her, and his whole face changed. His soft green eyes glowed with undisguised adoration, real peace in his gentle face for the first time in a very long time...

Willow caressed his cheek and smiled back at him, watched his eyes close again contentedly before turning to Buffy.

She was shocked and also, in a part of her soul that loved Giles more than life, gratified, to see that the other woman was almost as devastated by his forgiveness as she was by her failure as his friend.

Finally, she thought, closing her eyes. Finally Buffy truly understood what he was, who he was and exactly what she'd done to him... .

And as Willow shifted slightly and felt his arm tighten around her momentarily, as if afraid she might go away, she found that she no longer cared. She drew him closer, content in the sudden realisation that Rupert had never told Buffy he loved her for the simple reason that she'd forfeited his love long before his loyal, tender heart had been willing to let her go...

Bereft, Buffy backed away, went to Riley and sank silently into his arms.

Willow looked up again a few moments later when Xander hesitantly touched her arm.

"Will, we've got to find this Draxuss. None of us want to leave you, but I'm taking Angel out again whether he wants to go or not. If he won't use his contacts to help us he can come as bait," he said nastily. "Anyways, you take care of Giles and we'll come back in the morning, one way or the other."

She half smiled at him and nodded slowly. "Thanks," she whispered. "A-And don't forget, you guys have to get the Seal. Draxuss is just another ugly without it. I-If you do Giles and I can destroy it."

Xander smiled back haggardly. "Got it. Find demon. Steal demon's toy. Toast demon," he said in his best wise-guy voice, but his eyes were only for Giles. A moment of silence stretched taut and then his hand reached out and touched the older man's head for just a moment.

"Love him, Will," he told her so softly even she barely heard, turned and strode over to the others.

She closed her eyes, listening to him explaining his plan and hustling Buffy to get food and drink into Riley, and Anya and Angel to pool their resources to work out whom best to pump for information in the underworld.

Then, all too soon, the place was silent. Xander had wanted to help move Giles upstairs to bed, but flatly refused to let Angel touch the older man despite Rupert's size and weight. In the end Riley and Xander managed to convey him to his own bed, though disturbing him enough to object weakly and to reach, almost unconsciously, for Willow as he was lifted. She held his hand all the way upstairs and stayed with him until the others were gone.

When she heard the front door close downstairs she began removing his clothes, beginning with his shoes and socks. He didn't stir through those or the careful unbuckling, unzipping and easing of his pants off his long legs, but when she started to ease one of his arms out of the long sleeve of his shirt his eyes fluttered open.

"W&-?" The rest of the word came out as a croak.

"Shh," she said gently, and kissed his mouth tenderly. "You don't have to talk. You're in your own bed. We did it," she told him, smiling and caressing his brow. "You need to rest. The spell kinda wiped you... "

"S-Spell... ?" he whispered, almost to himself. "Y-Yes... spell. So tired, love. S-Sorry..."

"Don't be," she told him gently, waves and waves of tiredness washing over her, and watched his eyes close again. "You did great."

"Stay with me... "

Willow had no intention of being anywhere else short of a major earthquake or the mother of all Ascensions... maybe not even then. She drew the shirt off swiftly and slipped just as quickly out of her own clothes before sliding into the bed and fitting herself against him, feeling her own drained, weary body beginning to relax almost too much as she settled.

His arm immediately went around her, drawing her even closer. She snuggled into the crook of his shoulder and drew the quilt around them as one enormous, vaguely nauseating wave of exhaustion washed over her, reminding her again that the spell hadn't only been hard on him. She released a long sigh and felt his lips press tenderly against her hair.

And within seconds, knew no more...

*******

Giles stirred from a profound, dreamless sleep and blinked. Predawn light was visible through the curtains. Willow had rolled off his arm and was curled up on her own pillow, facing him, fast asleep. He smiled a little at the sight of her, his eyes drinking in the sweet face, the shadowed curves, the soft skin, until he felt a familiar stirring and shifted his thoughts to a trip to the bathroom and the effort to remember how he'd quite gotten up to his room...

By the time he'd finished in the bathroom and walked stiffly to the kitchen for a much-needed cup of tea, he'd remembered almost everything, knew why he was feeling vaguely like he'd been run over by a double-decker bus. He still wasn't really clear on whether he'd dreamed that Willow had helped with the spell, nor how he managed to get undressed. Everything else, however, was becoming clearer and clearer the closer he got to the bottom of the teacup.

When he reached the bedroom again he found Willow lying, half turned, in the hollow he had left, as though she'd been looking for him. Her body was beautiful, stretched out now, one arm flung over her head, the other hand resting unconsciously between her thighs. He let his eyes rest on it for a long moment, adjusting to the surge of desire it sent through him, the now extremely visible evidence of her affect on him hard enough so that he could feel the tension of the soft skin tightening even more as he slid back into bed.

He didn't know if it was the tea, or the result of the emotional fallout from the night before, but he no longer felt exhausted or weak. He felt energised, his mind sharp and clear, and his body very much alive. He slid his hand down and moved his erection to a more comfortable position and almost laughed when his body shivered at his own touch.

The more he tried to relax, to shut out thoughts of her, to banish the desire so that he could go back to sleep, the more aroused he became. He touched himself again. It was becoming unbearable, but he didn't simply want release. He wanted...

Willow groaned, the sensual sound making him twitch beneath the hand still resting idly on his erection. He let go and turned to her.

She was dreaming. She lay on her back now, her mouth slightly open, her legs a little apart... enough for him to realise that she was already aroused by whatever she was dreaming about. Even as he contemplated the probabilities her subconscious might have chosen... Xander, Oz... she called his name, her soft cry filled with need.

He couldn't help himself. He reached out and stroked a soft breast, tracing feather light circles around it, brushing the small point until she moaned again. He moved his fingers to the other and repeated the process, his own arousal now literally throbbing between his legs.

Then he moved a little and took a small, hard nipple in his lips, teasing it with his tongue, listening to her moans turn to gasps as he drew the tender flesh into his mouth, his long fingers teasing the other gently.

"Rupert... " she sighed again and sent a shiver of delight through him. Not Giles this time. Her subconscious wanted Rupert...the man...her lover.

No, he realised suddenly... Her love. It humbled him.

Willow groaned again. He smiled at her beautiful, rosy face then trailed his lips down her belly until he reached her thighs before rolling back a little to look at her again.

She was flushed and panting a little, but she hadn't wakened. It was time. He wanted to see her eyes, to be with her... not to share her with a dream. He drew himself up and kissed her mouth tenderly, lifting his head to watch her face as she woke.

When her lids flickered open she seemed surprised, and disoriented. "Giles... ?"

"You... you were dreaming," he said uncertainly.

"A-Are you okay?" she asked, her eyes searching his face.

He smiled tenderly. "Better than I have been in a very long time," he told her gently, no longer sure now if she was even aware...

But her eyes had gone a smoky colour and she was arching slightly. "Oh, God... " she groaned, "It must have been some... dream... " Her eyes lighted on his still overstrained erection. They shifted back to his face.

"Rupert... ?"

"I became aroused... from seeing you lying there, I thought... and then you started to dream... "

Willow seemed to look into herself, to concentrate on remembering. "I was dreaming of you," she confirmed. "We were in the library, our library... but it was us... us now... and we were doing very bad things in your office," she added, flushing, then grinning wickedly.

For some reason that revelation shifted his degree of arousal up another ten points to almost unbearable proportions.

Willow saw it in his face and reached out to slide her fingertips along the tortured shaft.

Neither of them were prepared for the effect of the contact, Giles' ecstasy from the simple touch reverberating through both of them, their bodies as energised as they had been during the spell, to an almost painful degree.

"Oh, God, Giles," she whispered, trembling. "Did you feel it? The spell... it's joined us in some way." She touched him again, closing her hand around him and sliding it up and down slightly, both of them gasping and breathing hard after just a few strokes.

Willow let go, her own arousal physically aching. "R-Rupert?"

In reply he bent his head and sucked a rigid pink nipple, causing her to cry out and his own senses to reel, so that he didn't know whether to continue or to pull away.

Willow made up his mind for him, her hands sliding into his hair, holding his head as he continued to caress the straining peak and the soft flesh around it with an expert tongue, and lips that knew exactly how to please.

He could feel her physically trembling beneath him as she writhed and groaned and then realised that he was too, the soft brushing of his erection against the skin of her thigh causing ripples of pleasure so intense they were almost painful.

He lifted his head and she whimpered. "No... please... don't... stop," she begged.

He trailed his fingers across the small, soft breasts and looked at her. "Are you all right?" he whispered.

A slow smile lit her desire-flushed features. "Oh God, yes," she groaned. "Please... ?"

He smiled back and let the fingers trail over her belly, turning his hand side on and letting it slide between her thighs, the leading edge of his first finger sliding down over the throbbing ache within that soft flesh. Her scream of pleasure as he brushed the swollen, almost raw centre rang through the apartment. It blended with the exclamation wrenched from him, only to be repeated as he let his finger tips explore the dampness below, drawing them upward and moistening the hot, tender folds above, both of them breathing in staccato, half-groaning breaths. Both were unsure whose pleasure they were feeling; neither caring, as he slid his fingers over the now slippery folds, rubbing, stroking, teasing until she began to whimper and gasp and his breathing became ragged and laboured.

"N-No!" she cried unexpectedly and pulled his hand away.

He focused. "But love, you need... "

She groaned. "I know... but if I do you might too... and I want... I don't want it to be..." She took hold of him and stroked him gently. "I want us to be together when... "

"G-g-g-h-h... " he gasped, as her fingers tightened around him, her hand moving slowly, even as her thumb caressed his aching tip. Willow closed her eyes and groaned, not sure it was any better this way, the waves of pleasure from him almost as intense as her own had been. And still, as if drawn, she leaned forward and took him in her mouth.

Giles jolted and almost overbalanced as he cried out, a loud, strangled gasp.

"Jeeesssss... " he hissed, barely able to think, let alone talk as her mouth travelled down his length and closed on him.

He could hear and feel Willow whimpering as she moved up and down in a slowly accelerating rhythm that literally took his breath away. He arched as she began to move her hand in rhythm with her lips.

Eventually he made a strangled noise and put a hand on her shoulder, and they both drew back, panting.

"Oh God, R-Rupert," she whispered unsteadily and pulled herself up to kiss him when he straightened. It became a thing of unstoppable fire, both of them offering their mouths, the delightful softness within, to each other, almost as if they were making love to each other there. Then Willow groaned, pushing him back a little, sliding a leg over his lap and rubbing her moist heat against his aching hardness, needing to do something to relieve the unbearable tension between her legs, so sensitive, so swollen with passion neither of them could keep from moaning and trembling as she continued to rub herself against him.

Giles could hardly think straight, he was so close... a fact made even worse by the heat of her rising and filling his nostrils with her scent. And then he had to move, wanted to move. He lifted her and laid her back against the covers, kissing her and making her shudder and grind against his fingers as they teased and caressed almost tormentingly.

And then he was moving down, finding that tantalising scent, touching it, tasting it with the tip of his tongue, feeling her violent jerks as her overstimulated flesh reacted to his touch and her moans filled the room, then slipping it between the folds, running it caressingly around the warm softness until he found the source of the scent that was making even his fingertips, his toes, ache now with need.

Willow felt his breath and shivered, so aroused any touch was like fire, then his lips were sucking at the dampness of her desire, making her gasp and thrash, his tongue making forays around her opening, up to her tiny, aching hardness, and back down to find new sweetness, to make her gasp again and lift herself off the bed in ecstasy.

"Giles, please, now... " she begged between gasps. "Now, ple-e-a-s-e!" she screamed and clutched at him, lifting her legs when he shifted over her and moaning as he pushed her bent knees up further and brought himself to her. She groaned and let out a gasping cry when he returned the favour, rubbing himself against the heat, the slippery dampness of her until he thought they would both go mad, and waiting only for her to ask again.

"Rupert... please," she panted. "I need... Oh God, pl-e-a-se!" she whimpered and felt him slide down over her rock-hard arousal, down the sensitive flesh beneath and come to rest against her small opening.

She waited, trembling, for him to plunge into her, craved it, but instead he pushed into her with unbearable slowness, her pleasure threshold, and therefore his, extended almost to the stratosphere as he slid into the moist, still-virginal tightness of her, the sheer size of him making her whimper with almost unbearable pleasure, until he'd filled her completely, both of them barely able to breathe, each of them assaulted not only by their own need, but the other's as well.

And then he was moving, not in a headlong rush, but slowly, sensuously, the friction of his size combined with the restriction of hers, turning his strokes into sensations of indescribable pleasure, Willow's groans turning to short, desperate gasps as he drove her further and further toward completion.

And when they were both so intoxicated by pleasure they couldn't bear it any longer, Giles withdrew.

Willow lifted her hips higher, searching for him.

"Do it now," she groaned into his ear and cried out in ecstasy as he plunged back into her, to her very core. He began to stroke faster and faster, Willow rising to him and grinding frantically against his hips, until she felt it start. The rush began in her toes and tore along her nerve endings, feeling as though it was turning her muscles and tendons inside out as it went.

It raced from all corners of her body and exploded in the very depths of her, as though she'd discovered some new, secret place inside her where orgasms could be made. She was still thrashing when she began to shudder again.

It was Giles' reaction to her ecstasy, lunging into her uncontrollably as his orgasm crashed into hers and left him gasping and arching in relentless spasms of pleasure, which pushed her internal orgasm outward until it reached the still hard centre of her desire and detonated another incredible explosion, sending them both gasping and rocking into another hopelessly entwined maelstrom of exquisite pleasure.

She could hear him, not just in her ears, but echoing in her mind, both of them borne on a tide of bliss that took them like bodies caught in a dumping wave, churning them around, carrying them who knew where... until he called her name... and she answered... and they came to rest.

Aloud, they both sobbed at the same time, both opened their eyes together. Willow wrapped her arms around his neck at almost the same moment he gathered her in his, and for a little while they just held each other, their overloaded senses no longer coping.

When they were both quiet again, Giles drew back and touched her face, troubled green eyes searching hers.

They looked up at him, clear, loving, without reproach. "Rupert?" she whispered, still flushed and beautiful from their lovemaking. "What is it? The magick... ?" But she could see it was. Nothing good had ever come of magick before in Rupert Giles' life...

She touched his face and smiled. "I'm a Witch, my wonderful love. It's a part of who we are," she told him. "I'm not afraid. I wasn't afraid... I'm not afraid of anything when I'm with you...I love you so much I'd die if I lost you."

His eyes widened for a moment then filled to overflowing with emotion. "I could never leave you," he whispered. "Last night... I... I wasn't strong enough without you. You saved us both," he told her, his voice hoarse with emotion.

Her smile widened and her eyes glowed with love. "Not alone," she said softly. "Together. Both of us." Their gazes held for a long moment, the truth of it blazing in both their eyes.

Then Willow reached up and traced his jaw. "A-Are you okay... ? That was kind of... incredible."

"It was... unbelievable," he whispered. "I've never felt... never experienced anything like it before... "

"You've never mixed magic and sex before... not even with Ey&-?"

Giles nodded reluctantly. "But never like this... It was wild, almost violent, and always over quickly... though terribly exciting and far better than anything a callow youth could achieve under normal conditions... " He touched her face, caressed her shoulder, her breast. "But none of it was ever like this... "

"Maybe it has to do with me being a Witch... ?"

He shook his head. "I know what it has to do with." He leaned down and kissed her soft mouth, then lifted his head again. "It has to do with how much we love each other... just how much a part of each other we've already become... "

"Oh," she whispered. "Like when it feels like I could never be whole again without you... like if I lost you my soul would tear apart?"

"Exactly like that," he told her. "We experienced each other tonight on levels most people will never even know exist, probably never know that the potential even exists in them."

"So," Willow said sleepily, a contented grin on her face, "if I can work out exactly what I did maybe we could do it again some time?" and giggled when he scooped her up into his arms and rolled back to hold her close.

"If you ever work out exactly what you did, God help us all," he teased and kissed her lovingly, both of them more than half asleep by the time they drew apart.


*******

When Willow woke again it was broad daylight. Giles was still asleep next to her, on his back, his mouth slightly open, looking so at peace she really didn't want to wake him, but a glance at the clock resolved that dilemma.

She leaned over and kissed his brow, his eyes, the bridge of his nose and then his lips until she felt them respond, a large arm curling contentedly around her.

"Good morning&-just, sleepy head," she purred. "We have to get up. The others went back out last night. I can't believe I haven't thought about them until now."

Giles frowned and sat up. "Out?"

"Out, as in demon hunting. Xander, Anya, Buffy, Riley and Angel."

"Angel... ? Then he's... ?"

"Fine," Willow said perfunctorily. "Xander wanted them out searching for Draxuss while everyone was still together. I think maybe it was a way to do something for you," she added quietly. "I... afterward... I told them."

He looked away. "I know... I heard."

"Are you angry with me?"

He shook his head. "I never wanted... never have had the courage... but I suppose in a way I'm glad it's out."

Willow slid her arms around his neck and laid her head on his shoulder. "It should have been out a long time ago. It wasn't right, the way we took you for granted when were kids. Not just Buffy... all of us... being a grown up can really suck sometimes."

He laughed aloud, his body rocking with the sudden mirth. "Never was a truer word spoken," he told her between chuckles. "Now we'd better get dressed."

Willow turned as she drew on her last pair of clean jeans, plain blue ones for a change, and smiled at the sight of Giles in the smallest, sexiest black boxers she'd ever seen. She didn't think he even owned a pair.

"No," she said when he reached for a sweater. "If they're back, they need to see that you're okay. And I want them to see you for who you are now... the real you." She slid a gaze down to the boxers and back up to his surprised face and grinned. "This you."

When they reached the bottom of the stairs they realised that the others were indeed, back.

Anya was in the living room with Giles' medical field kit patching wounds, on just about everyone, it seemed. The only person missing appeared to be Angel. At first no one noticed them, all seemingly too dazed and exhausted to notice much, though Giles confirmed with relief, that all were definitely accounted for except the vampire.

Only when they actually came around the sofa did they see why Xander was stretched out on it, why Buffy was sitting on Riley's lap in Giles' armchair and why Anya had stayed bent so intently over him for so long. He was badly bruised and cut, and there was a jagged slash on one temple that had obviously bled profusely.

"What happened?" Giles demanded hoarsely as everyone else's eyes lighted on him and grew rounder and rounder, his question remaining unanswered and the expression on their faces rather... well, the only expression Giles could think of that fit was 'gob-smacked.'

"God," Anya growled. "Why can't Xander dress like that?"

"Hey!" came a groan from the couch.

"Wow, Giles... " Buffy croaked, eyeing the long, black-clad body, the tight line of the black jeans, the silver earring and the beautifully cut shirt.

"Told ya," Willow teased, sliding her arms around him, and earning a sheepish grin in return.

Riley just stared, perhaps a little envy flickering in his earnest eyes. He would never have the nerve...

"Draxuss... ?" Giles reminded them, hiding his amusement.

"And where's Angel?" Willow asked suddenly.

"Giles... you're okay?" Xander asked, the brown eyes searching the older man's face as he handed him the seal.

Giles took it and smiled slowly, his face, his eyes answering Xander's question long before he spoke. "I'm fine, Xander," he confirmed softly.

"Angel's gone below to make a deal with the demons that kidnapped Riley. Besides, we were still out at sunrise... then... then he's going back to L.A." Buffy explained quietly, her eyes shifting from Willow to Giles, asking a silent question, shadows of the previous night still lingering in them as they searched his.

He returned her gaze, his eyes warm, then nodded almost imperceptibly, so that she finally smiled back, and relaxed just a little.

"Xander was so brave," Anya added, binding another nasty slash on her boyfriend's arm.

"He was," Riley added earnestly. "He saved my butt."

Xander looked at the other man for a moment and nodded silent thanks before turning back to Giles and Willow.

"We&-Angel found out where Draxuss was. That part took over five hours... In some ways it was worse than the fight... anyway, we thought we could sneak up on him."

"First mistake," Buffy muttered. "But Riley and I took out five vamps and a squidgy looking ick-thing to clear the way, so our stupidity didn't kill us."

"A squi&-? I beg your pardon?"

Willow giggled.

"A Xolothrome."

Buffy turned to her husband. "A what?"

"An immature form of a quasi-sentient creature demons keep as pets, and at a pinch, sometimes food," Giles explained.

Buffy's face dropped. "I killed a puppy?"

Giles snorted. "That puppy's bite has enough venom to kill most of Sunnydale and half of the next county."

"Yay me," she said, brightening up again.

He sighed and drew Willow easily into the circle of his arms, dropped a kiss on the top of her head as she leaned back against him. "I do hope someone is eventually going to finish this story."

"Oh... yeah... well, we found him," Buffy said brightly, wincing as the purple, blue and black bruise on her forehead scrunched up in her enthusiasm. "I hate fighting things that are littler than me."

"You... you fought Draxuss?" Giles asked incredulously.

"Well, not exactly... "

He made a noise in his throat that made Buffy sit up and get on with it.

"We expected something more spectacular... more evil, you know, big threat to Humanity and all that... He was this little guy... and once we got rid of the honour guard and Xander found the Seal, he rolled over like a... well, like a puppy."

"So you didn't kill him?"

She shook her head at Willow. "Angel has taken him to the demons who kidnapped
Riley. He's going to tell them to trade him for peace between their two realms."

"And if they decide they really don't like him, and would rather do something nasty to him instead?" asked the other girl.

"Win-win scenario," Xander offered.

"They didn't tell them how brave you were," Anya pouted.

"Riley did," Xander pointed out reasonably.

Anya stood up and turned to Giles. "He fought a vampire&-one that was about to kill Riley, with his bare hands."

"Looks like it," Giles muttered.

"And then he nearly got killed when a lot of booby traps went off after he took the Seal off the pedestal and he&-"

Giles' expression was incredulous. Willow's mouth hung open.

"You didn't check&-?"

Xander gave his girlfriend a filthy look then turned a defensive look to the ex-Watcher.

"Where does it say that my name is Indiana Jones™? Do I have a nameplate that says Xander Giles, Boy Watcher? Nobody said anything about booby-traps. Which reminds me... for future reference: I don't like large, sharp, swinging things, darts that shoot out of pedestals or lizardy things with lots of fangs and claws that live under floors or... well, double the not liking on the lizardy things," he finished, holding his bandaged arm.

"Buffy killed it," Anya said matter-of-factly

"Riley helped," Buffy added, shifting as Riley got up. "Oh... and Xander too. He distracted it so we could get to the soft bit and stick it."

"Yeah, by letting it use me as a scratch pole..."

Buffy's face took on a familiar 'I'm about to get it now' look from the past.
"Uh-oh... "

Giles eyes narrowed as he sat on one of the stools Riley brought for them from the breakfast counter, and Willow the other, resting her head against the point of Giles' shoulder as she listened.

"Why do I have a sinking feeling that you're about to tell me something I won't like?" he said resignedly.

"Guys, we forgot the bag."

They all looked at Giles. "Uh," Xander began nervously, "we needed weapons, so we took a bunch of yours with us. We, ah, lost them."

Giles started to relax. "All in the name of duty... " he said affably. Then he thought of something and paled. "Oh, no... you didn't? Not the sword?"

"Big pointy one with the pretty gold and silver handle with symbols and little red things on it? It was the biggest one there... "

"Hilt," Giles sulked, "and they were rubies, for God's sake... and the inscription was archaic Latin. Do you know how old that sword was?" he wailed. "No you don't, do you... ?" he muttered when they all looked at him blankly.

Buffy grinned. "Chill, Giles. I know how much you love that sword. It's still in its nice, safe, case. We lost two crossbows, a bunch of crosses, about seven bottles of Holy water, enough stakes for a barbecue and two of your competition sabres. Sorry about that, but I really needed a sticker for that lizard. Talk about thick skin."

Giles gave her a fierce look, but his relieved eyes danced. "If you didn't have your very large husband sitting there I'd take you over my knee right now... !"

"Hey!" Willow growled and punched his arm.

"Ow," he complained, laughing at the same time, and immediately put it around her as she giggled, and squeezed mock-threateningly.

Buffy raked her eyes up and down his lean body, the long legs straddling the stool, the right one stretched out straight. "Pity," she observed huskily and smiled sweetly.

"Hey!" Riley objected as everyone else snickered.

"Sorry lover," she purred, "You first," she corrected, leaning over and running a hand up his thigh until he shifted very quickly, making everyone laugh. "But next to me, Willow has it hands down in the 'Sexiest man in Sunnydale' department."

"As long as you keep your priorities right," he growled good-naturedly and pulled her, giggling, off the arm of the chair and back onto his lap.

Giles was still flushed to his ear tips. Willow flicked one, and said so, only to find herself sitting on his right thigh, his arms around her waist, hers around his neck.

"You can take me over your knee any time," she whispered into the burning lobe, so that only he heard, his face flaming like a stoplight as he looked up.

"I have it more than slightly hands down, myself," he told them, cleared his throat then grinned wickedly, and was soundly kissed for his trouble.

"And I suppose you want his body too?" Xander asked Anya grumpily.

She looked up from the cut she was cleaning on his left leg and blinked. "What for?" she asked guilelessly and broke everyone up.

"That's my girl," Xander grinned and pulled her onto his lap. "Ow, ow... oh God... Ow!"

"Serves you right," Anya told him, getting off quickly as Giles and Willow rose to go and make tea. She stopped to watch the tight fitting black jeans disappear into the kitchen before turning back to her boyfriend.

"Do you think we could get you an outfit like that... ?"


*******

Willow closed the door and blew out an exasperated breath. "I can't believe they've gone."

Giles laughed. "It was starting to look as though those two were settling in for the duration."

Willow made a face. "I always knew Xander didn't like being home much, but they've got their own place now, even if it is kinda small."

Giles slid an arm around her as they climbed the stairs. "I rather suspect he might have been worried about me," he said quietly, "in between all the moaning and groaning."

Willow groaned.

"Mm?" Giles enquired.

"I can't believe I have to go back to school in a few days."

"I thought you loved college?" he asked as they reached the loft.

Willow turned to him at the bedside and ran her hands up his chest. "Yeah, but I've found something I love a whole lot more... and advanced calculus just isn't anywhere near as cute as you are."

"I can live with cute," he grinned, and bent his head.


********

Giles hung up the phone with a sense of foreboding. He hadn't gotten a thing done all day, he missed Willow so much... more than he would have ever believed possible. He knew it would pass, the ache, the emptiness, he'd been feeling without her these last few days, that it was more or less a kind of withdrawal after the joy of being together every day, but all his senses were telling him that this time something was very wrong.

It wasn't unusual for students to assist professors, even to handle classes in their absence, but it was normally the province of seniors, which Willow was not. He knew nothing about this Professor Allenby, who suddenly needed her to help prepare a series of upcoming lectures during her free periods, and now, well into the evening... but Willow did, and it wasn't his right to interfere...

He prowled restlessly for the longest time, before pouring himself a whisky and downing it. After staring mindlessly at the barometer on the wall for a time, he looked at his glass and made a face, took it to the kitchen and put it in the sink with every indication of disgust at himself.

She would call if she needed him...

He flopped in his armchair and picked up the paper he'd left alongside it and began rereading it article, by article, column by column, until he reached the sports page. After the third article about baseball and the second about football, he closed it with a slap and dropped the whole thing beside the chair again.

The nagging sense of foreboding had reached a crescendo. He should have arranged to pick her up. It was as simple as that. He stalked into the kitchen and set the kettle going, methodically laying a tray without any real interest in it all.

By the time he'd settled on the sofa with it and started to slowly consume the hot liquid and the cookies, he was almost resolved. By the time he'd washed up the empty teapot, the cup and plate, and stowed the tray, he was sure...


*******

Willow stretched in her computer chair. She'd managed to assemble a great deal of the Professor's material into something beginning to resemble a presentation. It needed a lot of work to really polish and refine, but she knew it was going to be good.

John Allenby was working quietly nearby, researching still more material for his lecture circuit, cross referencing it all and trying to make sense of the copious notes in his personal journals.

She stood up, hands on her back, and stretched again, unaware of the picture she made in the low-cut brown batik blouse and tight black three-quarter pants.

"You want tea... uh, I mean coffee?" she asked, with a pang at the realisation that she hadn't thought about Rupert for at least an hour.

"Oh certainly, coffee," he agreed affably. "And there's some fruitcake in there in a box," he added absently.

Willow brought the refreshment and slid it onto the table next to him. He looked up and grinned brilliantly at her. He was maybe eight to ten years younger than Rupert and attractive enough in an average looking way... average height, average weight, average brown hair and brown eyes and an unremarkable but pleasant face.

"Thank you, Willow. Did I mention how much I appreciate your help?"

"About three times&-four if you include now," she replied dryly.

His grin widened. "I could never get through this without your help. I seem to have a love -hate relationship with computers: I love them and they hate me. You, however, seem to have Mozart's touch with them."

Willow rolled her eyes. He was laying it on a little too thick. "Yeah well, I better go play some more tunes," she drawled. "I have someone waiting for me and it's getting late."

His face dropped. "I was rather hoping you'd allow me to take you to dinner to show my appreciation... for all your help."

Willow's eyes widened. "But... but today's just the first day... there's like about a week's work just organizing your notes, without even getting into the graphics and charts for your presentation."

"Of... of course," he stammered, "but I thought it was a good opportunity to get to know each other... to discuss the work, your ideas for the presentation."

"It's really nice of you to offer," she said quietly, "but I really have to get home... I promised... "

"You couldn't call and tell your parents you'll be a little late tonight? Surely they wouldn't worry about you having a meal at Alessandro's with a staid, tweed-wearing college Professor?" he wheedled.

Willow almost choked on her cookie. "Uh... no, I guess not, but I-I'm not living at home. I have someone... and he's going to worry."

She might have imagined it but she could have sworn she saw a look of real anger cross the bland features before he looked up, to all intents and purposes, mildly aggrieved.

"Well, you tell him from me that it's my great loss. Perhaps if you mention it to him, he'll be amenable to our having dinner on Thursday."

"Thursday?" she squeaked. There hadn't been any mention of working more than one day a week after classes.

He nodded slowly. "This all has to be finished in less than three weeks. I can't afford to waste any more time after all the time I lost during spring break, being dragged to Florida."

"Florida?"

"My kids... they wanted to see Disney World," he muttered. "All this work and she says take them to Florida or take them permanently."

"Oh... you're divorced?"

He looked up, a strange, feral look in his eyes for a moment. And then the bland was back. "Very," he said with satisfaction. "But I didn't get a shred of real work done over the break. So will you help me, Willow?"

She didn't want to. All her senses were on edge and she suddenly wanted Rupert very badly. But that was stupid... she could defend herself against demons and fight vampires ... not too great, but then a girl did what she could without super strength... and now, suddenly, she was afraid of Mister Mild here?

"I'm available during my free periods in school hours and one night a week after school," she offered. "More than that I can't help you with."

She saw the colour rush into his face, his hands tighten on the book in them, but he grinned again. "Thank you," he said with studied calm. "A pity about Thursday, but I'm sure we'll make up for it on the other days."

Willow nodded, still concerned, and went back to her workstation.

And it was Willow who pointed out that it was time to go home when the alarm she'd set up in the computer chimed whimsically at her about an hour later.

Allenby agreed almost too readily and accompanied her out of the building to the parking lot. She had to cross it to get to the bus stop and it was some distance to his Blazer™.

"See you tomorrow," she said, tired and so looking forward to getting home to Giles, and turned to cross the wide expanse of deserted parking lot.

"I'll drive you," he said mildly. "It's not really safe for someone as small and helpless as you to be out by yourself."

Willow struggled valiantly to contain the giggle that threatened to burst out. If only he knew... but it relaxed her a little so that she acquiesced and walked alongside him in silence until they finally reached the Blazer™.

She turned and opened her mouth to say thank you, and found herself staring at a stranger... or at least at the man she'd only glimpsed back in Allenby's office. His eyes glittered and the look on his face was pure predator.

"Th-Thanks," she managed. "But it such a nice night, I think I'll walk. I can take it from here."

"I'm sure you could take it anywhere I chose to give it to you," he drawled. "I've been watching you for so long... God, you're gorgeous. And I'm not stupid, Miss Rosenberg. I know you have no intention of continuing to help me, much less go out to dinner with me. What I do know is that you value your grades, which brings me to the next thing I know: I know that you will go out to dinner with me tonight, and you will come home with me afterward."

Willow's frightened face hardened into rage. "What decade did you escape from?" she demanded. "Nobody sleeps with anybody for a grade. I can drop your class tomorrow and pick up any one of a dozen other courses if I want."

A mistake, she realized, as his face slowly turned puce.

"You can't talk to me like that," he sputtered.

"Oh yeah, well be glad you're not a vamp... er, I mean... something worse, or I'd do more than just talk," she shot back, sliding her hand into her bag and grabbing her stake, comforted by the feel of it in her hand.

"I had plans for tonight," he persisted. "We had plans. It was going to be so very romantic. After the reservations at Alessandro's, I was going to take you dancing, then a walk on the beach... then back to my place... "

"That's an awful lot of planning without even finding out if I like you first," she pointed out, clenching her hands to try and stop them from trembling.

"I didn't think I needed to ask," he said sulkily. "I could tell you liked me from the first time we met... I knew it was meant to be."

Willow frowned trying to remember the first time she'd met him. It took several moments before it came to her. It was about the third week of the first Semester, about two weeks before he took over Professor Steinman's classes.

He was sitting on a bench in the sun as she walked across one of the grassed areas. All she'd seen was a tweed coat almost identical to one of Giles' and the light brown hair shining in the sun. Back then it had even been cut like Rupert's. Of course she'd seemed enthusiastic... she thought he was Giles... Then, after the surprise of finding out he wasn't, she'd been interested because he'd been charming, and Giles-like.

She shivered. He was nothing like Giles. He was horrible and slightly unbalanced and she knew she had to get away from him.

"I have to get home before my... friend comes looking for me," she said evenly. "Goodnight."

She had gone several paces before he recovered and caught up with her.

"Willow, wait. I don't want you to go," he crooned and his eyes turned puppy-dog. "I need you, Willow."

She kept walking, and he kept pace. "You don't need me," she told him. "I have someone who does need me, someone I love, and who loves me. Go home, Professor."

She yelped when a hand clamped on her arm and dragged her to a halt. "This isn't how I planned it," he half-growled, half-whined.

"Me either," she muttered. "Let go of me, or I'll do something you'll regret."

But before she could do anything she found herself falling backwards, her face throbbing from the impact of a back-hander, her purse and its stake flying out of her hand as she landed badly, knocking the wind out of her and jarring her hip.

In spite of her distress she turned and lunged for the purse, but he kicked it away and grabbed her by the wrist.

Willow flailed punches at him. "Let me go!"

He laughed. "Not for any money," he cried jubilantly and started to drag her toward his car. "You're wonderful."

"You're insane."

"I'm in love."

"You're sick."

He stopped and slapped her again, this time making her sob in spite of herself. "There's no need to be insulting," he said mildly. "You're starting to sound just like her... and you were so much sweeter, so gentle and kind before," he added almost pathetically.

"Your wife?" she ventured tremulously.

He looked confused. "Carol?"

She shrugged warily.

"She hated Carol," he whispered and started dragging her again.

Willow began to struggle, trying to dislodge his hold, even trying to scratch his knuckles with the nails of her other hand, but his grip was convulsive.

"No," she cried, her face pale, fear beginning to overwhelm her. Demons and vampires were one thing, but his tenuous hold on sanity was infinitely more frightening. "You can't do this. You have to know this is wrong." Her voice had risen almost to a shriek.

"She'd love you," he muttered. "You're perfect. You look just like her."

He was definitely insane. "Who would?" she demanded, trying to control rising panic.

"Who... ? Oh. Mother," he crooned. "Mommy would adore you."

Willow shuddered and redoubled her efforts, swinging in front of him this time and managing to connect a knee with his most vulnerable spot, though almost pulling her arm out of its socket in the process. He screamed, let go and bent double, his face turning a violent shade of purple and red before blanching white.

Willow ran. She was almost at the school gates when the Blazer™ screeched to a halt in front of her. She turned back across the grass, but he was there, still in pain, and yet single minded in his pursuit. She dodged but he tackled her like a football player.

She screamed as they went down, partly from the pain and partly from sheer terror. The last thing she wanted was to be trapped under the full weight of a psycho.

But she was and he knew he had her, her tiny form pinned by his sheer weight and strength, his mad eyes glittering in the half-light of the college security lights.

She was helpless. "Giles!" she screamed as he shifted, hurting her arm and trying to push her legs apart with his knee. "Giles!" she cried again, too terrified to think about or want anything but the safety of Rupert's arms, his strength... his love.

Allenby's face was within millimetres of hers when it was suddenly wrenched away. Unexpectedly freed, Willow turned and started to crawl away like a frightened animal, not even looking to see what had saved her, hoping it was a demon or a vampire or anything that would make him suffer, but knowing only that she had to get away. Even a vampire was preferable to another second near him.

It seemed to take forever just to crawl a few yards, the sounds of the fight loud in her ears. She'd staggered to her feet and stumbled several more yards before tripping and falling again, when out of the darkness, two hands reached down and grasped her upper arms from behind. She screamed, fighting them as they started to turn her, but they were too strong.

"Sweetheart, it's me... "

Her eyes opened wide. "Giles!" she cried as she was swept into his protective arms. "You're here. You came," she sobbed, winding her fists into his shirt, burying her face in his jacket.

"I'm here, love," he whispered tremulously. "I'm here. I'm sorry I didn't get here sooner..."

He picked her up and carried her back to his car, not even looking at the crumpled heap of bloodied tweed now spreadeagled across the grass and whimpering satisfyingly. He drove home at a speed far in excess of the speed limit and carried her straight into the apartment.

When he tried to put her down at the foot of the stairs she continued to cling to him like a child.

"It's all right. You don't have to let go," he said gently. "I'm not going anywhere, love. Just tell me what you want me to do...what you need."

"Just... you... " she whispered, trying to focus her shattered thoughts, then seemed to calm a little. "Shower... please... " she added in a near normal voice, though her eyes shouted otherwise.

He understood. He took her to the bathroom, helped her undress as well as he could while she continued to cling to his shirt, freed one arm and set the water going. Willow looked at it.

Giles felt her trembling, worried about the whiteness of her face, and began removing his own clothes. Eventually all that was left was the shirt. It took several moments for her to finally relinquish her hold.

When she did, he slid it off, lifted her into the tub and stepped in after her, holding her as she closed her eyes and let the water flow over her. A little while later she let Giles wash her very gently with soap and a sponge, until she started to cry. He dropped the sponge and folded her tightly in his arms, cradled her until she'd cried herself out, then turned the water off.

"Willow, love... " he whispered, "it's time to get you out. Let me dry you off and we'll get you to bed and make you some tea."

She nodded slowly and allowed Giles to towel her off completely before drying himself swiftly, scooping her up again possessively and carrying her upstairs. Once there he put her down and opened the drawer, where her nightwear now nestled next to his old flannelette pyjamas and newer silk ones. He reached for one of her brightly coloured nightshirts, but his hand stayed by hers. Instead she drew out his old dark blue and white striped pyjama top and wrapped herself in it before looking up at him and smiling just a little.

He drew a jagged breath and forced himself to smile back, before lifting her into bed and tucking her in.

"Better?" he asked, his gentle smile unforced this time.

She nodded silently, her face still pale and shocky, but there was real lucidity in the witch-green eyes now.

"W-Would you like some tea?"

She nodded again, trying to smile reassuringly at him.

He brushed her hair back with loving fingers and kissed her brow very softly before turning and heading swiftly down the stairs.

He only just made it to the kitchen before the first silent sob was wrenched from him. He kicked the refrigerator viciously, then the stove and the wall for good measure, strangled choking noises punctuating each assault, then, in spite of himself, he sagged against the bench, unable to stop the frustrated rage from shaking his body.

He'd failed her again. Why couldn't he have just followed his instincts? Why did he have to over-think every bloody thing? He made an angry noise and forced himself to go through the motions of making the tea, unable to stop the trembling of his hands as he struggled through each step. By the time he put their mugs out he could barely see the words on the one she'd given him so long ago.

Kiss the Librarian.

He tried to laugh, but only a soundless sob came out, and then another, until all he could do was lean against the bench and weep silently, though he still shook with anger at himself.

By the time he returned to Willow with the tray there was no sign of his lapse.

She drank very little tea but what she had brought colour back to her cheeks. She put the mug down, the emerald green eyes searching his face.

"I'm okay, Rupert," she said softly. "Really. He didn't do anything... "

His expression faltered and he touched the nasty bruise already colouring brightly along her right cheekbone.

"He didn't do anything," she persisted, her voice wavering. "He... he w... he wanted to... but you stopped him."

"He did enough," he managed brokenly, barely recognising his own voice.

Tears trickled down her cheeks and she looked up at him. "I'm sorry," she whispered.

He made a noise in his throat and gathered her in his arms. "You have nothing to be sorry for," he croaked.

Willow felt calm pouring over her like a warm wave. She was back in the arms of the man she adored, and who adored her, safe, secure and loved. For a long time she stayed there, hiding in the protective hollow of his embrace.

When they did move, it was so that he could shift from the side of the bed to the centre, next to her.

"I'm going to get you a car as soon as possible; tomorrow, if I can," he said vehemently as she tucked her head into the crook of his shoulder. "And there's to be no more extracurricular work for faculty, unless I meet them first and personally collect you afterward."

She tilted her head against his arm, to look up at him.

"Yes, Rupert," she said meekly, leaving him speechless.

He looked down at her. She was still pale, and the bruise stood out horribly, but the glow was back in her eyes, and the mischief. It was a good sign.

"Just like that?" he teased. "Just: Yes, Rupert?"

She nodded. "I'm officially unavailable for any extracurricular activities ... indefinitely ... unless of course they happen to involve impossibly sexy ex-Watchers... "

He smiled and drew her closer. "I can live with that."

Willow closed her eyes and nuzzled into the warm spot beneath his jaw, enjoying the male scent of him, the thump of his heartbeat and the reassuring circle of his embrace. She could live with that too...

Giles looked down tenderly at the red head. She was even more courageous than he thought... and even more precious than he'd ever believed possible.

... It was bad enough being away from her each day... but to have lost her forever...

The green eyes closed against the thought, a part of him still afraid. She was so young... so much still ahead of her... if she chose to leave, he loved her too much to stop her... and too much to survive it.

"Rupert?" she murmured sleepily as he shifted slightly so that he could hold her even closer.

"I'm here," he whispered. "I won't leave you. Sleep now. I promise I'll be here when you wake up."

He felt the shadow of a nod against his neck and the further relaxation of her small body against him and exhaled slowly before kissing the soft, herbal-scented red hair and resting his chin against her crown.

When the first rays of the morning sun filtered through the loft window, they found the two unmoved, the gentle rhythms of their breathing very nearly in unison, the aura of love and contentment around them almost tangible...


*******


Willow sipped her drink contentedly.

Neither she, nor Giles, had had a nightmare in over a month. The demon world had apparently decided to take a vacation after the Draxuss incident and Buffy and Riley had rebooked and gone on an even better cruise. As promised, there had been no more extra-curricular evening work, nor had Allenby approached her again. He, himself, had been absent from classes for over a week after the incident. The story through the grapevine was that he'd fallen from a ladder while pruning a tree, and had returned, still bruised and battered, to keep a very low profile for a few weeks before suddenly being replaced without explanation...

Also Giles had finally found her an English Mini to drive to classes. He hadn't meant to. The Used Car lot had been advertising cheap Japanese imports all that week and they'd gone, without confidence, to see if they could find something in their price range. Giles, who was surprisingly knowledgeable about cars, had inspected and dismissed out of hand the half dozen or so on offer even before the salesman reached them. And then he'd spotted the small blue Mini. Someone had obviously taken care of it. Both the paintwork and upholstery showed no sign of the true age of the little vehicle.

She'd fallen in love with it the minute she saw it. It was so cute, and so... her. When Giles pronounced it roadworthy with a little work on the steering, a new timing chain and two new tires, the salesman had dropped the price immediately to well below their budget limit.

She let her glance slide around the room. Giles hadn't come back from the men's room and it had been several minutes. The trip down this time had been heavenly. And so had the evening so far. The pianist reminded her of Harry Connick, Jr. in a fresh-faced, fifties lounge lizard kind of way, but his enthusiasm was fun, even if Giles had been gently mocking him all night, teasing her about his youthful, earnest exuberance with the old ballads and Cole Porter standards.

She closed her eyes. It was one a.m. and the place was deserted, except for the singer. She let the sounds of 'I've got you under my skin,' caress her as she felt herself relax into a soothing, sleepy trance.

It finished and she heard the young man say 'thank you and goodnight' quietly as he lingered on the final notes. Before she could open her eyes, however, he started another tune. She smiled to herself when she recognised the notes. Only a few days ago she'd teased Giles about singing it in the shower and he'd started exaggerating the chorus to annoy her, because he knew how much she liked the song.

He'd rolled his eyes when she first found the CD in his collection the previous day, one of several by the same artist. She had played it just because it seemed at first to be out of step with the rest of his music, and because she didn't know the artist, but all he would say was that he'd liked a track off the first album and had bought it on impulse. The others had simply followed because he'd liked rest of the album too.

She had liked that track too, and all the albums, but one song captured her more than any of the others. It wasn't because it was bright or loud or stirringly anthemic, or even because the words fitted their relationship exactly, because they didn't. It was because there was a breathtaking honesty and passion about the way the singer sang it, and how he obviously felt about the person he wrote it for, which did touch the bond between the two them.

The vocalist started to sing. A shiver went down her spine and her breath caught. And when he reached the chorus, sang: 'Burn for you... ' his voice reached down to the core of her soul. He sang beautifully, hauntingly, so that she stopped listening to the words and concentrated on the sound of his voice.

She smiled and opened her eyes when he reached the second verse, rose and went to the piano, slid her arm around his neck and kissed his ear, earning a grin, before resting her cheek against his hair, closing her eyes again and listening to the rest of the song.

"I love you," she said softly after the last note had faded. "How did you convince him let you touch his piano?"

He turned and caught her lips for a moment, drew her onto his lap.

She rested her forehead against his.

"My natural charm and a fifty dollar note," he said ruefully. "I hope it was worth my last fifty and the possibility that the gentleman coming this way is going to ask us to leave."

Willow giggled and slid a sideways look at the approaching stranger in the white dinner jacket and black tie.

The 'gentleman' turned out to be a quietly inebriated senior patron who'd gravitated from the restaurant to the bar when the former closed, and now had a yen to hear Giles play 'As Time Goes By'.

Willow, waiting for Giles to apologise quietly for not knowing the words, was surprised when he slid her onto the stool next to him and played the opening notes.

She watched the pleasure on the bucolic old face as Giles' beautiful voice caressed the lovely old lyrics, then rested her head on the point of his shoulder and closed her eyes again while he sang.

When he was done the old man smiled at him. "Thank you," he said softly and nodded his head when Rupert smiled back. They watched him make his way purposefully to the exit and disappear before Willow turned back to him.

"How&-?"

"Too many reruns of Casablanca," he said ruefully. "And I improvised just a little where the memory failed."

"But you made him happy."

"I suspect he has a lot of memories invested in that song," Giles said softly.

She ran her fingers through his hair, grazing his ear. "Maybe we should be making some of our own... ?"

He grinned and kissed her again before sweeping her, giggling, off the stool and heading for the door.

"I have just the place," he told her as he toed the big glass door open.


*******

"This isn't exactly what I had in mind," Willow pouted playfully. "No piano, no waves crashing on the shore, no flowers... "

The boulevard ice-cream parlour was larger, brighter and nicer than the one in Sunnydale, but just as deserted in the early hours of the morning.

"I get the picture," he laughed as their waitress arrived and set his order on the table.
"Will this do instead?"

"How... how did you get them to make it exactly the same?"

"Wouldn't you if it meant selling this much ice cream?" he asked, dipping a long handled spoon into the breath-taking chocolate confection in front of them.

Willow watched him lovingly, memories of that first evening together bringing rosy, contented colour to her cheeks.

When he was satisfied that it wasn't going to drip he leaned forward and offered the spoon to her tender pink lips.

Her glorious witch-green eyes looked into his over the top of it, just as they had once before.

She smiled at him as though nothing, no one on the planet existed except him, and when he grinned back, his own colour just as warm, she slid the ice cream, chocolate and cream confection off the spoon as slowly and provocatively as she could.

"That was special for you too?" she asked softly.

"One moment in a life time," he told her, his eyes filled with tenderness. "I knew, right then, that I could never love anything or anyone as much as I loved you in that single instant. I found you, recognised you and loved you, all in just one moment," he said, wonderingly.

Willow picked up her spoon, filled it and offered it to him, watched him slide the decadent confection off it, then grin. They took turns feeding each other ice cream, until they'd both had enough; enough ice cream, enough small spills, enough of the giggling that accompanied it, and enough being separated by the table.

*******

The roaring of the ocean, the stiff sea breeze and the smell of the salt made Willow feel as though every nerve in her body was alive as they ploughed, barefoot up the beach, hand in hand, angling down to the compacted sand near the water.

"You wanted crashing waves," Giles told her as they finally left the soft sand behind and walked to the water's edge.

"It's wonderful," she said, turning to him, the brilliant moonlight catching the sparkle in her eyes, the breeze ruffling her hair.

He was smiling down at her, the wind catching his hair too and blowing it into the same curls he always ended up with when it was wet or sweat damped.

"Tell me it's not going to end," she said softly, suddenly serious.

His eyes filled with tenderness. "It's not going to end," he told her equally softly. "Not unless the day comes when you want it to. And if that day comes, you must tell me, and you must go. The best years of my life are done. I'm not a boy, Willow, and the time will come when you'll wish I was."

"No," she said vehemently. "We're a part of each other. You felt it, the same as me. Don't you dare try to tell me I can't love you just because you've been around longer than me... Why don't you just tell me I can't love you because you're British, or tall or because you have green eyes... ?"

Giles took a step toward her. "But this is different... "

She stepped back. "How? You're not a used car, Rupert. You can do things most guys half your age will never be able to do... never be good enough to do. You're better than they are... you're all I want... all I'll ever want."

She turned away, trembling, whether with rage or fear she didn't know...perhaps both.

For a long time all she could hear was the crashing of the waves. And then it came to her that she wouldn't have heard him leave on the soft sand if he had gone. She wheeled around, frightened.

He was still there, his hands in his pockets, looking up at the stars. "Cassiopeia is particularly bright tonight," he said quietly and turned his face a little to look at another constellation.

Willow caught her breath at the silvery glints on it. "I like the Pleiades best," she said softly. "We should get a telescope, a big one."

"I love you," he whispered, barely audibly.

Willow swallowed. "Then marry me," she said, biting her lip when his head turned quickly, his eyes bright as they searched her face.

"Willow... "

She stepped closer. "Tell me that you can live without me, that you don't need me just to live and breathe and feel!"

"... I need you... "

She sobbed and went to him, wrapped her arms around him and felt his envelop her as the wind died away.

"God, I need you," he moaned. "Every minute of every day...I just want you to be happy. I can't bear the thought of you being unhappy because of me."

She lifted her head. "Then just love me... and let me love you, because I need to keep living... and breathing... and feeling too."

Giles caught her to him again. "Then I won't ever let it end," he told her hoarsely. "I can't give you castles or crowns, or even three bedrooms and a mortgage... but I can give you a ring... " He felt the tremor that went through her and held his breath.

Willow leaned back in his arms and looked up at him. "A ring... will do very nicely," she whispered.

For a long moment they just looked at each other, contemplating the future, their future, then Giles was sliding his arm around her and they were turning up the beach again.

"I guess I have to tell mom you're more than just my landlord now," Willow mused. "I can't believe how much like Mrs. Summers she is... their rationalizations hurt my head sometimes."

"It isn't your mother I'm worried about," Giles said ruefully as they splashed through the wash of an incoming wave.

Willow giggled. "As long as you don't ask me to convert and our kids are raised in the faith he's not going to care if you're eighty-six, twenty-six, French, Hindu or Swahili," she told him whimsically. "Besides, you wimp, you're like five inches taller than he is."

Giles lifted her off the ground swung her around and brought her to rest against him again.

"'Wimp', is it now?" he growled as their eyes met again.

"Wonderful, brave, incredibly sexy wimp," she qualified softly.

"Better," he grinned as she pressed herself against him and reached up to kiss his chin.

"So where are you taking me on our honeymoon?" she teased.

He gave a shout of laughter. "Anywhere you want, my love. Anywhere you want," he said softly.

Willow looked up at him, love shining in her eyes. "Anywhere is just fine, as long as it's with you."

For a very long moment he just stared down at her, as though awed that anyone could love him so much.

Then he touched her face and smiled, the joy radiating from his face matched only by hers, and bent his head, their bodies merging into a single dark silhouette against the moonlight that was scattered like silver shards across the brooding ocean waves...

END