__A Night to Remember__
By Andrea




"Damn!" Giles yelled, as he struggled with the zipper
on his duffel bag. He'd packed only what he needed,
most of his things were going to stay at the
apartment. He'd secured an agreement with Xander to
watch his place while he was away, including leaving
money to the pay for the upkeep.

He mentally checked off everything he had to do and
realized that he accomplished it all. He managed to
settle all his affairs.

All of them.

Including Willow.

Shaking his head, he tried to put his thoughts of
Willow out of his head. He'd spent agonizing hours
analyzing his recent actions towards her and still
wasn't sure if he had done the right thing.

It had taken him hours to write that letter and even
more hours debating about whether or not to send it.
He had finally decided to give it to her, to make sure
she would get it instead of relying on the ineptness
of the mail. According to Buffy, UC Sunnydale's mail
system was slower than a traffic jam on the 405.

Anyway, he had dropped the letter and sped away like
hell. Without seeing her. Part of him wanted her to
catch him delivering it while the other part, the most
of him didn't want to see her. See her beautiful face
looking at him with confusion, hurt and more
frightening, disgust.

Disgust at his admission.

He loved her.

More than anyone or anything, he loved her. And in
that letter, he told her. He spilled everything he
felt, all the feelings that he had harbored for her
over the years. He knew it was cowardly of him to do
that he didn't have a choice.

"No choice. What a laugh!" Giles muttered, as he went
to the bathroom to get his toiletries. "I had a
choice. I could have told her in person, but I was too
stupid to."

No, not stupid. Well, maybe a little. But, more like a
complete fool. He was so afraid of her rejection that
he didn't have the courage to face her. He was so sure
that she would have rejected him that he wrote a
letter instead.

'She could have felt the same way.' he thought,
stuffing his toothpaste and toothbrush in his bag.
'Right, old man. A beautiful woman like Willow who has
her whole life ahead of her in love with a hasbeen
Watcher. Have a better chance of winning the lottery
than Willow loving you.'

Tossing the remainder of his things into his bag,
Giles tried to clear his mind of her. It wouldn't do
him any good to think about what might have been. It
was best just to put it behind and focus on the task
at hand.

Which is to leave Sunnydale before the Watchers
Council caught up with him.

Glancing around his room once more, Giles was ready to
leave when he heard the insistent ringing of his
doorbell. 'Who could that be?' he thought, as he
descended the stairs. Xander and Anya weren't coming
over until late, way after he left.

Looking through the peephole carefully, Giles gasped.
It was her! 'Why did she come? Oh, God I don't want to
see her. What am I thinking? Of course, I want to see
her. I need to see her.' he thought as he peered
through the hole once more.

Taking a deep breath, he opened the door. "Hello?" he
asked nonchalantly. "Oh, Willow. What brings you
here?"

Willow pushed her way past him and into his apartment.
Turning around, she faced him, her face a mask of
emotion. Confusion and anger, sorrow and surprise were
all etched on her face. She'd immediately ran over
after reading the letter, hoping against hope that he
would still be at his place.

And now all he could say was 'Oh, what brings you
here?'

Bastard.

Closing the door, Giles turned to face her, his face
trying to hide his emotions. Surprise and sorrow, love
and elation were written all over him. He couldn't
believe she came. He was both excited and terrified.
Excited that he got to see once more, terrified that
he'd have to face her disbelief.

"Willow, I.." Giles started to get out before a slap
hit him on his cheek. Hard enough for his head to
swing to the side and for her hand to throb.

"How dare you!" Willow exploded. "How DARE You!"

Recovering from the slap, Giles replied. "What do you
mean?"

"What do I mean?" Willow repeated in a fake British
accent. Pulling the letter out of her pocket, she
shoved it at him. "This! This is what I mean."

Holding the letter out to him, he reluctantly took it
and refolded it nicely before replying. Gathering
courage, he looked her in the eye. "Willow," he
paused, "Let me explain.."

"Oh no, you've done that already." She exclaimed,
pacing the room. "How could you say all those things?"

Heavy hearted Giles pleaded, "Willow, please let me.."

"How could you say all those things and then...then
leave?" Willow's voice quivered, her tears evident.
"Leave me all alone."

Slightly shocked, Giles stood there for a moment
before walking to her. He gathered her sobbing form
into his arms, holding her close to his body.

"Willow, I'd never leave you alone." he stroked her
hair. "You have Xander and Buffy..."

She pushed him away, her anger coming back. "That's
not the same." She stared at him, her heart in her
eyes. "They're not you."

She pushed away from him completely, wiping her eyes
hurriedly. She looked at him accusingly, her eyes full
of emotion. Part love, part passion, most of all hurt.
Hurt that he would leave her by herself when she
needed him.

After Oz left, she thought she wouldn't be able to
move on, he'd hurt her too much. But Giles had been
there, loving and supportive. Even with all the
arguing they'd been doing of late, she still knew that
he cared for her. She'd grown closer to him, as the
weeks went by. And her heart had grown as well. Grown
to love him more than the deep friendship love she'd
always had for him.

She thought or hoped that maybe something might
blossom between them, since they spent so much time
together. But, now he was leaving..

Why?

"Why?" she screamed. "Why are you leaving?"

Running a hand through his hair, Giles looked
remorseful. "I have too. The Council, not wanting to
deal with a renegade Watcher, has decided to terminate
me."

Willow's eyes widened into saucers. "What? They're
gonna kill you?"

He nodded. "More or less. Since my termination as
Buffy's Watcher, I was supposed to go away quietly.
But, I didn't. And added to the fact that Buffy left
the Council.."

"They blame you." She said, her anger slowly
dissapiating and concern for him taking over.

"Yes and they are coming to get me." Giles answered,
walking away from her.

"When are they coming?" she asked her eyes following
him.

"In a few days." he looked at her head on. "That's why
I have to leave Willow. Xander promise to watch the
apartment and Buffy.."

She couldn't believe what she'd just heard. "Xander is
watching your apartment? Buffy knows, he knows..." she
said, her voice rising another octave. "You told
everyone in person but me?"

Giles shifted nervously. He had known in his heart
that writing a letter was a coward's way of explaining
things. But, he knew for certain that if he saw her he
wouldn't be able to leave. Without her. And he
couldn't ask her to come with him.

"Giles?" her voice tearing his heart. No longer anger,
her sweet voice was now tinged with hurt. "Please?
Please tell me why? I thought we were close. I
thought.." she trailed off, as tears overwhelmed her
voice.

Hearing the pain in her voice, Giles couldn't take it
anymore. Couldn't take the tears trailing down her
cheeks and those emerald gems gazing at him with such
sadness. All he wanted to do was take away her hurt,
take her into his arms and never let her go.

Looking at her, he said, "Willow, you're right. I
should have told you in person instead of a letter."

"Yes, you should have." She interrupted. Gazing at
him, she asked, "Why?"

"Because I'm a coward."

"What?"

"I'm a coward." he answered. Turning away from her, he
explained. "These past years have brought me both
happiness and sorrow. Sorrow well you know all about.
And happiness..." he paused, facing her. "And my
happiness has come in the form of you."

She stared at him, and when she didn't say anything he
continued. "From the moment I saw you, I loved you.
Loved everything about you. Your gentleness and pure
of heart, your unbound intelligence combined with the
sweet innocent naivety captured my heart. You were
always surprising me with your wit and charm. I'd
always look forward to seeing you, see that smile that
lights up a room." He paused before continuing, "You
have no idea how much I've relied on that smile to get
me through some of the darkest times."

Willow stood there in shock, tears running down her
face. Giles' words washing over her like a warm wave.
She couldn't believe that he was admitting all this to
her. Telling her what he admired about her, telling
her that he loved her smile. Telling her that..

He loved her.

'He loves me.' she thought, her mind automatically
flashing back to the letter where he'd admitted the
same. She was so preoccupied with her anger over his
leaving that the feelings of elation of his loving her
pushed themselves to the back of her mind.

She needed to tell him how she felt before she lost
her nerve. "Giles..." She began, stepping to him. He
turned and saw her tear-stained face. The last thing
he wanted was to make her cry.

"Willow.."


She shook her head,preventing him from continuing. She
walked up, stopping when she was right in front of
him. Staring deeply into his eyes, Willow let all the
emotion, all the love she had for him shine bright in
her emerald eyes.

Giles gazed down at her, her proximity to him causing
his breath to speed up and his body to heat. Seeing
her eyes, he felt his heart beat faster at the emotion
he saw reflected there. Love and tenderness, passion
and fire, her eyes told him more than any words ever
could.

"Willow," he began before she stopped him.

Resting her index finger against his lips, she
whispered. "Shh, Giles." before replacing her finger
with her lips.

Pressing gently at first, her mouth molded nicely to
his, her soft warm lips caressing his. She darted out
her tongue, silently urging him to open for her. Which
he did.

Regaining some sort of his senses, Giles wrapped his
arms around her, pulling her flush against him. One
hand was at the vee of her back while the other was on
her shoulder, holding her tightly, not wanting to ever
let her go.

Opening his mouth for her, he in turn plunged his own
tongue in her mouth. Sweeping away all resistance, he
ran it up to the roof and gently along her teeth,
causing Willow to moan against his lips, the sound
reverberating between them. He pulled her tighter, his
passion igniting into an inferno.

Willow felt her whole body was aflame. She'd never
been kissed like this before. Giles' mouth, hands and
body were doing things to her she'd only heard about
but never thought she'd experience. Tangling her hands
into his soft hair, she raised herself up, needing to
be closer to him, needing to love him.

Tongues dueling, each one was playing a game of cat
and mouse, their tongues darting around each other
before coming back to mingle playfully with each
other. Passionate and fierce, yet sweet and loving,
the kiss was something that neither had experience.
And likely ever would again.

Pulling back for air, Giles panted, his eyes glassy
and dark with need. Still keeping his tight grip on
her, he asked softly, "Willow?"

"I love you." she replied, pulling his head down for
another kiss.

Resisting, he gazed at her, wonder and happiness on
his face. He wasn't sure he had heard her correctly.
She told him that she loved him, those words he'd only
heard in his dreams. Now, he hearing them for real and
his mind had a difficult time processing it.

Looking deeply into her gems, he asked. "You love me?"

She nodded. Running a hand down his cheek, she
admitted, "I've loved you for a long time now, Giles.
You mean more to me than anyone else. I've wanted to
tell you for so long but was too scared that you
wouldn't feel the same." She broke off when his mouth
met hers in a gentle kiss.

Breaking the kiss, he softly said, "Willow, you don't
know how long I've waited, waited to hear..." he
trailed off as her hand pressed lightly to his mouth.

She nodded in agreement before once again, replacing
her hand with her lips. At the feel of her mouth,
Giles immediately wrapped his arms again, hoisting her
off her feet. Sucking and biting, nibbling and
licking, their mouths and tongues were doing a dance
of passion and love. Each one trying to dominate the
other, wanting to capture each other's lips for their
own.

Releasing her mouth, Giles breathed, "Will.."

"Make love to me, Rupert." she pleaded, wrapping her
legs around his waist. "Make love to me."

* * * * *

Cupping her bottom, the firm globes in his large,
strong hands, Giles climbed the stairs swiftly,
careful not to drop her. The feel of her body against
his, the way she was rubbing against his ever growing
erection, was nothing short of pure ecstasy.

All his dreams, all he ever wanted was coming true in
this one moment. Loving Willow...the anticipation of
what was to come made his spine tingle.

Reaching the top of the stairs, he carried her into
his room, walking towards the bed. When the back of
his legs hit the spread, he sat down, Willow's body
still tightly wrapped around him.

Breaking the kiss, he gazed into her eyes, the clover
gems sparkling with love and passion. Willow smiled,
running her hands through his hair, down to his face.
He, in turn, ran his hands up her smooth back, till
they reached the back of her head. Willow leaned into
his palms, allowing his strong hands to support her.
Giles tangled his fingers in her fiery locks, pulling
on them, causing her to involuntarily tilt her head
back. With the help of her hands, Giles leaned in,
placing heated kisses on her exposed skin.

"Oh, God..." Willow moaned, holding his head to her
neck, not wanting him to stop.

He ran his tongue along her collarbone, licking and
tasting the sweetness of her skin. His mouth was
everywhere, wanting to touch every inch of skin he
could see. He ran his teeth along her flesh, leaving
light love trails in his wake. He couldn't seem to get
enough of her. Being this close to her, her scent and
feel was driving him mad.

His hands traveled down to grip her shoulders, needing
to hold her more securely in his lap, her squirming
causing his body to heat up.

Willow never felt like this before. Never felt this
much emotion before. Hot and steamy, mind-boggling and
nerve tingling, the feel of Giles mouth on her skin
was nothing short of heaven. She dug her nails into
his hair, pushing his mouth more into her skin,
needing to feel the warm haven his mouth offered.

"Rupert, Rupert.." Willow groaned, her hand
automatically caressing the back of his head, the soft
hair running through her fingers.

Opening his mouth, Giles kissed her neck, sucking
hard. Her hands tightened and she kissed the top of
his head, her lips moving lovingly against his brown
hair. Giles sucked once more, feeling the strong pulse
pounding rapidly under his lips, the sensation
thrilling him to his soul.

Pulling back, he grinned lasciviously at her neck. She
finally opened her eyes and noticed his look. Glancing
down, she smiled as he lightly brushed his fingers
across the mark, the simple gesture not lost on either
of them.

Smiling sexily, Willow shimmied forward, pressing the
heat between her legs on his now rock hard erection.
She wiggled on his lap, purposefully trying to drive
him crazy.

"Willow," he moaned, resting his head on her chest.
The feel of her heart against him, his erection
straining in his pants, caused his blood to soar. He
wanted this moment to last but he wasn't sure he was
going to make it. He wanted to take her, imbed himself
in her. But,in his heart, he knew that this would be
their only time together and he wanted it to last.

Moving his head, Giles gazed into her eyes, needing
her to see how much he loved her, how much he needed
her.
Willow stared into his smoky green eyes dark with
passion. 'He is so handsome.' she mused, as she ran
her hands down his face.

"I love you, Rupert." she whispered, her hands
drifting down his chest, causing every nerve on his
body to shiver.

"Oh, Willow.." he moaned, leaning in to kiss her. "I
love you, too."

She smiled, her eyes bright with tears of happiness.
Everything she'd ever wanted, ever needed was with
this man. This man who had not only loved her, but
cherished her, protected her, made her feel safe.

All that she'd ever dreamed of was coming true in this
minute. This one blissfully, perfect minute.

Grinning sexily at him, Willow grabbed the hem of his
sweater and lifted it, ruching it slowly up his chest.
He released her long enough so she could pull the
lightweight sweater off, freeing him to her sensuous
touch.

Willow threw the sweater to the ground, not caring
where it landed. Turning back to him, she dipped her
head and took a hardened nipple into her mouth. He
threw his head back, his body and mind giving over to
the wondrous sensations her mouth was providing. He
lightly stroked her silky hair, his hands holding her
to his chest.

Sucking and licking, Willow swirled her tongue around
the hardened nipple, while she played with the other
one. She couldn't seem to get enough of him, the taste
of him so incredibly delicious. Trailing her lips
across his chest, she lightly blew on his chest, the
honey-colored hairs tickling her skin.

"Willow, love.." Giles growled, holding her head.
Dropping a kiss onto her head, he let his hands drift
down her luxurious locks to her back, rubbing soft
circles up and down the smooth skin.

Willow moaned at the touch of his hands, the
vibrations reverberating against his chest. She darted
out her tongue, flicking it quickly over his nipple,
teasing it. Grasping the nipple between her teeth, she
lightly sucked on it before biting down gently.

He groaned deeply, yanking her head up. She looked at
him, slightly confused but he shook his head. Giving
her a reassuring smile, he expertly pulled her shirt
off, her young firm breasts exposed before him. Bare
and beautiful, her breasts were perfect. Upswept and
firm, the soft pink aureolas looked like strawberries
on cream against her porcelain skin.

Licking his lips, Giles tongue and teeth feasted on
her, his experience driving her mad. Willow dug her
nails into his hair, holding him much the same way he
held her. The feel of his warm mouth on her caused the
heat within her to rise tenfold. She pressed down, her
hot core against his hard erection.

He grasped her shoulders, holding her still, her body
squirming against him, driving him to distraction.
Moving his mouth to the other breast, he lavished the
same attention to her breast as he did to the other.
Sometimes sucking, sometimes flicking the tip of his
tongue, Giles was making love to her, his mouth
performing a sensuous dance for her alone.

Opening his mouth, he engulfed her breast, running his
teeth along the creamy skin, leaving love trails in
his wake. Reaching the nipple, he swirled his tongue
once more before lightly biting down.

"Rupert!" Willow screamed, as she bucked her hips
against his. She held his head to her chest as her
orgasm ripped through her, her essence damping his
jeans.

Giles tightened his hold, as she climaxed, the feel of
her wetness on him arousing him to an all time high.
As she came down, he released her breast and looked
into her eyes, seeing the need there that reflected
the same in his own.

Gazing at each other, they both read the same intent
in each other's eyes. Neither one wanted to wait any
longer, the need and desire pushing each one to new
heights.

Standing up, Giles set Willow on the floor. Reaching
for the waistband of her skirt, he pushed the material
to the floor taking her damp panties along with the
skirt. At the same time, Willow finished with the
button on his jeans before yanking the zipper down.
Slipping her hands underneath the band, she pushed his
jeans along with his boxers to the ground, his strong
hands helping her along.

Standing before each other, both sets of gorgeous gems
raked up and down their lover's body, their eyes
drinking in every inch. Willow looked up at him, her
eyes alight with merriment, her smile appreciative and
in awe.

"You're beautiful." she whispered, running a hand down
his chest, to lightly brush his erection.

Giles shivered at her touch and he pulled her to him.
Wrapping his arms around her, he bent his head and
kissed her deeply. Releasing her mouth, he whispered
huskily, "You're perfect, a goddess."

Reaching up, she placed her hands on the side of his
face. "YOU'RE Goddess." she affirmed, flashing him a
brilliant smile.

Growling unintelligibly, he scooped her up into his
arms, kissing her with all the passion he had. Walking
swiftly to the side of the bed, he gently laid her
down, following her after.

He gathered her gently into his arms, running a hand
down her body. His fingers traced paths of fire along
her smooth skin. He closed his eyes, memorizing her
curves and dips, his hand fingerprinting her body with
his touch. He knew that this might be his only time
with her and he wanted to remember it.

One night to remember, a memory that he knew he would
carry with him always.

Noticing his closed eyes, Willow gently cupped his
face. "Rupert?" she asked softly, her fingertip
lightly tracing his face.

He gazed up at her and she knew immediately what he
had been thinking. Love and longing, desire mixed with
the sadness of leaving, were all present in his jade
eyes.

"Rupert, make love to me." She begged, thrusting her
body forward.

In response, Giles crushed his lips to hers, his
tongue delving deep into her sweet mouth. He ran his
tongue all around, trying to taste all of her, needing
to taste all of her.

Willow kissed him back, matching him passion for
passion. She wrapped her legs around him, silently
urging him to make love to her.

Taking the hint, Giles reached with one hand to guide
his erection to her opening, never once breaking the
kiss. With one quick thrust, he plunged into her,
burying himself to the hilt. They both moaned at the
union, the feel of each other like heaven for both of
them.

Breaking the kiss, Giles gazed down into her eyes, his
hands holding her head, needing to see her eyes.
Willow gazed back at him, love and want reflected in
her sparkling jewels. She wrapped her arms and legs
tighter, her body like a lampet on his.

Slowly, he began to move, gently thrusting into her,
savoring every moment of this perfect union. He wanted
to make this last as long as possible, wanted this
pleasure to last a lifetime.

Digging her nails, Willow lightly ran them up and down
his back, this time leaving her love trails on his
skin. She moved her hips, pushing against his in an
effort to get him to speed up.

He continued the agonizingly slow pace until she ran
her nails down his behind, her fingers massaging his
ass cheeks. He groaned and instinctively increased his
thrusts, moving at a faster pace.

Willow increased her movements, her hips matched his
in perfect rhythm, while her hands pressed deeper into
his skin. Holding her head, Giles pulled all the way
out before driving deeper into her once again. At the
same time, his tongue delved into her mouth, keeping
pace with his thrusts.

Willow moved her hands up into his hair, kissing him
for all he was worth. He was making love to her with
both body and mouth, and she thought she was going to
die. Die from an ecstasy that she'd only read about
but never thought she'd experience.

She moved her legs higher up his waist, allowing him
to go deeper than before. He sped up once more, his
thrusts coming hard and fast, knowing he wouldn't be
able to last much longer.


Wanting to take her over the edge with him, Giles
reached down and rubbed her clit in short, quick
circles. The touch of his hand, the feast of his mouth
and the heaven of his cock was enough for her.

Pulling back, Willow moaned loudly. "Rupert!" her
limbs automatically tightening as her orgasm ripped
through her.

Feeling the pure essence of her surrounding his cock,
Giles pulled out before driving himself into her one
last time, shooting his soul into her warm haven.

*****

As the last vibrations of their orgasms slowed, Giles
and Willow still held onto each other, neither one
wanting to let go. Both of them knowing what would
happen if they did.

Realizing that he was too much weight for her smaller
frame, he rolled them over, making sure not to
separate their bodies. Lying on his back, Giles held
her close, his arms enveloping her into his loving
embrace.

Willow sighed contentedly, resting her head on his
chest. She didn't want to move. She wanted to stay
here with him forever, loving him.

Stroking her hair, Giles knew in his heart that their
perfect night was about to end soon. "Willow" he said,
his voice full of sadness.

Raising her head reluctantly, she gazed at him. She
knew what he was going to say and shook her head.
"No."

"Willow, I have.." he pleaded, not wanting to prolong
the agony any longer.

She pressed her fingers to his lips to shush him. "No.
Don't say a word." Gazing into his jade depths, she
said the only thing she could.

The right thing.

"Take me with you."


* * *