All Else Confusion...

Rupert Giles shifted his guitar case then put it down by the door when he still didn't find his keys. More frantic patting located them in the inside pocket of his jacket. Funny, he didn't remember putting them there. He unlocked the door with several choice words to himself about his memory and lack of organization and reached for the guitar case.

When he straightened, he frowned. The lights were on and the place was filled with the aroma of fresh baking.

“What the bloody hell? At this time of night?” he muttered, closed the door and leaned the guitar case against the wall before carefully making his way to the breakfast counter.

“Willow! What in God's name are you doing here, at this hour?”

Willow jumped and turned swiftly, cookies sliding off the hot tray in her hands. “Oh,” she squeaked then bent to pick them up.

In seconds he was alongside her, helping her retrieve them, or pieces of them.

When they rose again Willow slid the whole lot onto a laden cooling rack and put the tray down before turning to him.

Giles immediately frowned. Her eyes were puffy and she was wearing little or no makeup.

“Willow…what is it? Why are you baking at this ungodly hour?”

She shrugged. “You like them,” she said feebly, indicating the cooling rack.

Giles put his hands on his hips. “And…?”

She turned away. “Please don't be mad.”

“I'm not angry, Willow, just surprised,” he told her, surprisingly gently. “Now, do you want to explain what's going on, or are you going to make me play twenty questions?”

She giggled in spite of herself. She couldn't imagine Giles having ever played twenty questions.

”You'd be surprised,” he told her, reading her thoughts. “Buffy can get awfully bored on patrol on quiet nights.”

Willow sighed. “I haven't seen Buffy for a couple of days. I think she stayed at Riley's.”

“I thought she was going to spend some time with her mother?”

Willow's eyes flicked up to his. “Oh…well, maybe that's it. Maybe after…y'know, patrol, with Riley…maybe she went home…quality time with mom…and stuff.”

“That's not what's bothering you though, is it?” Giles prompted, wondering if she was ever going to tell him.

“I'm sorry, Giles. I honestly didn't want to bug you. I was going to make them a-and be gone before you got back. Truly.”


The beautiful green eyes looked up at him like dark forest pools. “Because…here… it's…it's home…like home…and nice…and…”

“Willow,” he admonished gently. “What's wrong?”

The pools overflowed. “I don't…I don't know. Everything's different…I'm different…Oz…Giles, I'm scared.”

Giles frowned again. There was more going on in that red head than she was letting on, but he had no doubt that the reunion with Oz had been traumatic.

He smiled reassuringly. “What do you say to some tea and some of those biscuits…and we'll see what we can sort out?”

The small shoulders seemed to almost instantly relax and she half smiled. “I'll do it…do you…do you want to change, or something?”

Giles returned in old jeans and one of his sweaters to find Willow waiting in the living room, tray on the coffee table in front of the sofa.

She was sitting curled up in a tight ball on one corner of the couch, her chin on her knees, along way away.


She roused from her thoughts and looked up at him, smiled slowly.

“I miss you,” she said softly.

His eyes widened in surprise, and he smiled self-consciously. “I miss all of you too, quite frequently. As annoying as it was working in the midst of hordes of adolescents, I miss my library terribly sometimes.”

“So do I.”


She shrugged. “You were there…it was safe, comfy…predictable…mostly. I miss it a lot.”

“And you aren't feeling any of those things at the moment?” he guessed.

She shook her head slowly. “My life is so…I loved Oz so much…at least I thought I loved him…”

Giles' eyes narrowed as he sat down on the sofa and picked up a steaming mug. “Ah…there's someone else…?”

Her eyes flew to his.

She was looking at him…almost guiltily? He thought, surprised.

“Do I know this new beau? Not another of those toy soldier types, one hopes?” he teased.

She shook her head slowly, but didn't look at him again.

“What is it? Is it someone…Willow, you aren't involved with a demon or a vamp—?” he exclaimed when the thought struck him, but she was shaking her head again.

“And…eieww,” she added and shivered for good effect.

“Then what…?” he asked, mystified.

Willow took a deep breath and raised her eyes to his again. “Tara,” she said very softly. “It's Tara.”

Giles sat frozen for a long moment, his eyes holding hers. “And you were afraid to tell me this, why?” he said finally.

“You're shocked?” she asked.

He cleared his throat. “Of course I'm bloody shocked,” he retorted. “You expect me not to be surprised, after Xander…and then Oz? Willow, we all make our own choices,” his voice dropped an octave, “made our own choices. Thereafter you live with them. If you're happy…”

A fleeting look of real affection lit her face for a moment then the unhappiness was back.

“That's just it. I'm not happy. I mean, I am when I'm with her…and its nice…and well, you know…but afterward…when I'm alone…I feel…sorta scared…like I'm a long way from home…a long way from land with no way to get back…a-and there's a storm coming.”

His eyes grew gentle again, his tone tender. “This is an enormous change in your life. An experiment, if you will. You will find your true self in time. Remember, whoever you turn out to be, we…I will still l—care for you as much as I always have.”

Willow's eyes widened for a moment, then she smiled shyly. She hadn't missed the stammer.

“I love you too, Giles,” she said softly and watched the colour rise, inevitably, from his collar to the roots of his hair.

They drank their tea in silence, Giles munching hungrily through several cookies, having missed dinner somewhere along the way.

Willow watched him thoughtfully for a moment. The feeling of being adrift, lost, was gone, but she was certain it was only because being there, at Giles place, with Giles, was like being home… her real home. Only a few days earlier she'd been to see her parents, but it wasn't home. Her father had been thrilled to see her, until he disappeared into the den with an urgent call from work, and wasn't seen again all evening…and she learned an awful lot about evils of dumping recycled waste in third world countries during dinner with her mother…but very little else.

She looked up again at the man alongside her, enjoying her cooking with a man-sized appetite and a ruddy colour from the hot tea, and smiled. She did miss him, terribly. None of them visited him enough…even her. Xander had discovered sex; Buffy had discovered…well, Buffy…and sex…and she…

Again the reminder of her new relationship sent a shiver down her spine. She did care for Tara. She did…only…


He turned. “Mm?”

“Have you…did you ever…was there ever anyone…like Tara and me?” she stammered.

He stared for a long moment. “You mean have I ever had a same-sex experience?”

She nodded uncomfortably.

“That's…a very personal question.”

“I-I know. I'm sorry. I just thought…I'm sorry.”

He sighed. “It's all right. If you must know, the answer is yes. Once. Back in the days of my appallingly misspent youth, there was…someone. Mark you, I did, and always have, loved women.” His eyes grew distant. “It was simply that this person was extremely charismatic, and there was magic, sorcery and er…substance abuse…and loneliness…and we had grown terribly close through the hardships we'd endured together.”

Willow's head tilted to one side. “Magic? Does…does Eyghon fit into this somehow?”

His face grew shuttered. “Yes,” he said tensely, “But please don't ask me for details, Willow. That period of my life is closed and I have no wish to revisit it, however briefly.”

“Sorry,” she said softly. “But you know you weren't…you know, like…gay?”

His gentle features softened again. “Would you have cared for me any less if I was?”

She smiled self-consciously. “Of course not…but…it scares me.”

“That you are…or that you aren't?” he asked quietly.

“That I don't know,” she whispered. “That…that other me…she was…well, she was horrible…but she liked…both.”

He picked up a small hand. “Willow, have you ever been attracted to another woman? Buffy, for example, or God forbid, perhaps Professor Walsh?”

“Eiew,” Willow exclaimed. “Giles!”

He smiled. “Nobody else?” he repeated.

“Oh…” She smiled back shyly. “Nobody else. Ever.”

“Then I think you've just answered your own question.”

Her fingers tightened around his. “Nobody of the female persuasion anyway,” she told him bravely.

He looked down at the hand and then at her, and cocked his head curiously.

“I don't believe you,” he teased.

She nodded slowly. “All through high school. You never did know how…well…sexy you were, did you?”

“Me?” he chuckled. “Sexy? I don't think anyone has ever…” His voice and his grin faded away.

“Giles…?” she whispered. “What is it?”

“What? Oh, nothing,” he stammered. “N-Nothing.”

“Much,” Willow scowled.

“Someone else did call me that, once,” he admitted reluctantly, remembering.

“Oh,” then Willow realised who he meant. “Oh,” she said sadly and put her other hand over the one holding her hand. “You still think of her?”

He smiled at her sadly. “Not really…not often, any more…it's easier that way. But we were talking about your fatal attraction for the dashing librarian of Sunnydale High,” he teased.

She giggled. “So we were, but you know, I just found out not too long ago, that he's still just as sexy—more even, than I thought.”

Giles did a half-serious double-take. “You did…what? Don't tell me, let me guess, you saw me in my shorts or something equally…?”

“Well yes, briefly,” she grinned and enjoyed seeing his eyes grow as large as dinner plates. “Relax, it was in Xander's basement. You were half asleep, cleaning your teeth. We all thought you were kinda cute standing there yawning in your T-shirt and cute little panda-bear shorts.”

He went as red as a beet again. “They were a gift,” he growled. “And you will swear to mention it to no one…” He stopped and his brows came down again. “Wait a minute, who is 'we?'”

She giggled again. “Anya, Buffy and me.”

“Oh lord,” he muttered.

“But I wasn't talking about that. I meant your new job.”

He smiled, the shorts forgotten. “I haven't enjoyed myself so much in years,” he said warmly.

It showed. Willow watched his eyes dance with enthusiasm, the glow in his cheeks as he talked about it. He was…well, there was no other word for it…he was beautiful, when he was happy. It made her a little sad to realise how rarely she'd ever seen him like that.

“You have a gorgeous voice,” she said softly. “Everyone thought you were great…” She frowned. “Well, almost all of us…”

He smiled again, self-consciously. “I'm sure you have better things to do that watch an old man trying to recapture his lost youth,” he told her self-deprecatingly.

Willow snorted. “Don't talk like that,” she snapped. “It's bad enough listening to Buffy and Xander, without you…Giles…Rupert,” she tried the name and liked it, liked the way he smiled when she said it. “You're not old. I mean, God, there isn't a guy in Sunnydale I'd put in the same class as you…in the 'being sexy class' that is,” she finished shyly.

Giles chuckled, but he was both moved and surprised. “Thank you. I will take that as a compliment and be eternally aggrieved that you are already taken,” he said lightly and was surprised to see the shadow that passed over her face, and to feel the unconscious tightening of her fingers around his.

“Willow?” he whispered.

“Giles…I don't…I don't think I want to be gay…”

He was at a loss. “I don't understand?”

Willow raised her other hand and touched his face with trembling fingers, her own looking up at him in a way that left no room for misunderstanding.

He stared down at the big, beautiful eyes, the soft mouth, and wondered what she could possibly see in him…how anyone so young and beautiful could even…

“It's…” He cleared his throat and cupped her right cheek with his free hand. “Willow, love, no matter how…sexy…you think I am, I'm still too old for you. You need to be with people your own age, to have fun…enjoy life.”

Her fingers stilled against his cheek. “Isn't…isn't that my choice?” she asked bravely, sharply aware of what he hadn't actually said yet, and deliberately began to trace his jaw slowly with the same fingers.

“Um…Willow…” he breathed, closing his eyes. “We can't do this…I can't do this.”

“We?” Willow asked, her hand dropping to her side. “Doesn't 'we' denote you being of the same mind as me?”

Giles sighed heavily. “You are a beautiful young woman, Willow, and I won't deny that I find you attractive and desirable, but you are also my friend, have been for too long for me to in any way risk that friendship for one impulsive moment.”

Willow frowned and sat back. “You think this is a whim?”

“I-I think perhaps you are confused about who you are and I…I represent someone safe…someone who won't hurt you…”

She scowled even more. “Oh yeah, well you're doing a pretty good job right now,” she told him, let go of his hand and stood up. “Maybe I should just go.”

He rose immediately. “No…not like this,” he said quickly. “I won't have you leave here hurt,” he added adamantly.

It made Willow smile her in spite of herself. He was so…Giles.

“I'm not confused any more, Giles. For the first time since Oz left me…I'm really, truly not confused. I know why I let him go…why I convinced myself it was Tara…so I could let go…and I know why I'm here, instead of with her.”

Giles blinked. Gone was the cloying, little-girl voice they'd all become used to since Oz's departure, along with the hesitancy and the lack of confidence that had made her seem so much younger than the girl who used to help him in the library, who sat and listened so often after Jenny died, and again, after Angelus…

The witch-green eyes that looked up at him now were her eyes, the eyes of the Willow he'd begun to think he'd never see again and her voice was that of a woman who knew who she was and what she wanted, calm, sure…confident…

Hesitantly he reached out and cupped her cheek again. “How?” he asked. “How is it possible that you could see something in me when you could have…?”

She leaned her face into the big palm. “I haven't been in love for a long time,” she whispered. “Just been looking for it in the wrong places…first Xander…then Oz…oh, but I did love him…but…and Tara…she made it stop hurting. Nobody else could make it stop…nobody else wanted to, but she did.”

“Then why not…?”

“Because I'm not in love with Tara,” she said softly, her eyes once again searching his, feeling the tremor that went through him.

In spite of himself Giles let his head bend and his lips brush the soft, vulnerable ones waiting for him to do just that, and groaned when she kissed him back, shifting to wind her arms around his neck, press her body against his.

He pulled back, breathing hard and took her face in his hands. “You know that if we do this, nothing will ever be quite the same between us again?”

She nodded, reached up and caught his lips with hers, their mouths crushing together and searching each other for confirmation of what they knew in their hearts to be true.

When she began to undo his shirt buttons however, he lifted his mouth from hers and kissed her nose. “Not here,” he said softly, and swept her off her feet. Willow enjoyed the sensation of being cherished. He was so large and she so tiny that he moved as though he barely noticed her weight.

His room smelled like him. Willow had never been all the way to the loft before. She liked it. It was like being surrounded by Giles. He let her slip to her feet again and she turned so that she was leaning against him again, and resumed undoing his buttons. She had reached the last and was drawing his shirt out of his pants when he kissed her again, making her knees tremble and her body burn.

His hands moved from her shoulders, tracing her curves until they found the bottom of her sweater. She groaned against his lips as his fingers slid underneath, caressing the silky skin and making their way up to the soft, tender breasts, unrestricted beneath the thin, knitted top. When he covered them and held them her moan became a whimper of desire and she pushed her hips into his, felt his arousal hard against her, and groaned again.

“Giles,” she moaned as he continued to caress the sweet flesh, his kisses both plundering and tender in turn, as were hers. And then she was undoing his belt, the stud of his jeans, his zipper and pushing the pants off his hips.

In reply he lifted the sweater and drew it over her head, undid her skirt and let it, and his jeans, fall to the floor before lifting her onto the bed.

Willow lay back, looking up at him, flushed with desire and quivering a little from a combination of arousal, fear and anticipation as he removed his briefs. Her eyes grew wide as he was revealed. She had never seen an uncircumcised man before, even in books, nor had she seen one so…

“Willow?” he said gently, sliding onto the bed alongside her. “Is anything…?”

“N-No,” she managed and reached out to caress him and to watch him shudder at her touch. “You're just…I never saw…are all older guys so…?”

He chuckled. “We're all different,” he told her, caressing her breasts, the soft skin at the base of her throat, all of her, until she groaned with pleasure and arched like a cat.

“There's just…so much of you,” she breathed, laying back as his fingers trailed down to the wisp of pale green nylon she was wearing and traced the soft contours beneath. “Ohh…”

Giles smiled and let his fingertips move over the warm curves, making her rise to them, rub herself against them, demanding more, until, finally, he let them slip beneath the silky fabric and stroke the damp, aroused flesh.

“Giles!” she groaned, writhing and breathing in short, demanding breaths as he explored the soft folds, stroked the tender heat. And when she called his name again, he bent and covered a small breast with his lips, feeling her back arch, pushing the flesh further into his warm, questing mouth.

“Oh God, oh God,” she whimpered as his fingers continued their erotic dance and his lips and tongue caressed her straining breast. “Giles, please!”

He lifted his head and smiled at her flushed face, her eyes closed, her mouth open and her head tilted slightly back in ecstasy then let himself slip down enough to mouth the silky fabric.

Willow gasped, her subsequent moan almost a scream as his lips continued to mouth her and his teeth to nip and graze the surface of the soft material. And then his tongue slipped along the edges, playing along both sides, Willow arching and whimpering with frustration as he continued to tease, so that when he finally drew the fabric aside and let his tongue slip over the throbbing flesh she did scream, and again and again as it continued its exploration of every fold, every contour, bringing her so close to completion that she cried out her denial of it.

“No, Giles, please, I want you…I want this with you…please,” she breathed, opening her long, beautiful legs even more to him. “Please…?”

He trembled at the sight of her. She was so beautiful, and she wanted him as much as he wanted her. His own arousal was so rigid as to be almost painful, in its own need, but this time was for her and he had been willing to wait…until now. He drew himself carefully over her and kissed her soft mouth again as he settled between her creamy thighs and lifted her hips.

She slid her arms around his neck and kissed him back, shuddering and arching again as he pushed into her, his own whimpers of ecstasy as he sank into the still vice-like, burning heat of her, making her rise to him even more.

And then it was her turn to whimper as she was gradually filled with his straining flesh, more than she'd ever known, until she was almost afraid to move.

“Oh God, Giles…” she groaned. And then he started to move, very slowly. “Oh God, oh God,” she screamed, rising to meet his strokes, driving him insane trying not to go before her, until they were straining to each other, Giles following as her hips moved and tilted and changed position, sometimes deeper, sometimes harder, lower, until finally she opened her eyes and her body arched violently…

“Giles!!!” she screamed as he drove into her, meeting the crashing waves of her orgasm, and the shuddering convulsions of rapture as she continued to whimper and writhe beneath him, until his own, held back, completion exploded inside her, his strokes at first speeding up, then freezing as he gasped and cried out, his orgasm ripping out of him, an endless torrent of pleasure, subsiding only when she called his name softly, lovingly and he opened his eyes.

“My God…” he whispered.

She smiled drowsily. “I think he's probably sick of us,” she teased and reached up to touch his face, as though she couldn't quite believe he was real.

“Very probably,” he smiled back. “That was…” He pushed the red hair back off her brow and traced her face. “That was…incredible.”

“Naturally,” she grinned. “Remember: Giles, sexy, gorgeous…want.”

He leaned down, kissed her brow, her nose, her lips. “Not really. What I remember is: Willow, sexy, gorgeous…want,” he told her huskily. “A perfect combination.”

“Mm,” she sighed contentedly as he rolled to one side and snagged few tissues from his bedside table before diving his hand under the covers. Willow squeaked then giggled as he obligingly cleaned her up.

“Ever the gentleman,” she said lovingly. “Oz always used to get up and take a shower right away…every time.”

“On his own?”

She nodded.

Giles shook his head and drew her into his arms.

Willow snuggled right up under his chin, half asleep already. “Wrong?” she murmured.

“Wrong,” he confirmed.

“Giles, can I stay tonight?” she murmured.

“Giles? I thought it was Rupert now?”

She chuckled into the soft hairs at the base of his throat. “Can I stay, please, Rupert?”

His arms tightened around her. “Forever if you want to,” he said softly then frowned. He'd let things change so quickly, so irrevocably. What if she really was only experimenting, only trying to find out who she was…?

Willow tilted her head a little and kissed his chin. “Forever sounds just perfect,” she sighed, “but—”

He sighed and kissed the top of the red head. “I know. Complications. I'll take you—”

Willow sat up. “Lots of complications,” she agreed, “but nothing that could stop me from being with you.”

“None of them are going to be happy about it,” he said ruefully.

Willow rested her brow on his chest. “I know. Xander and Buffy are going to have a cow; Tara isn't going to understand…”

He rolled her over and kissed her soft mouth very tenderly. “Regrets?”

She shook her head against the pillow. “For the first time in my life I know what love really feels like. With Oz…I loved him…but I needed him for me to define who I was…and I didn't think I could exist without him…because I saw myself only in terms of Oz and being Oz's girl.”

“And now?” Giles prompted, wondering where she was going.

She smiled and pushed his mussed up hair off his brow. “I'm Willow Rosenberg and I love you,” she told him. “I love you so much I want this moment to last forever…”

For that she was kissed again, very thoroughly. “There will be more moments,” he told her when he drew back. “Many more…if you're truly certain it's what you want.”

Her rosy face smiled up at him lovingly. “There's nothing I've ever wanted more,” she told him tremulously. “Believe me, Rupert…”

He smiled down at her tenderly, not needing to hear the words when it was all shining in her glorious eyes.

“Then you shall have all the moments you can stand,” he whispered and bent his head to demonstrate…

* * *