"Nah, he won't mind." Buffy replied. "He'd be glad to see his two favorite girls."

"Favorite girls?" Willow asked incredulously.

"Of course! His Slayer, his witch." Buffy pointed to herself then at Willow, as she approached his apartment. Without bothering to knock, she opened the door and walked in, with Willow tagging behind.

"Umm...Buffy? Shouldn't we have knocked?" Willow looked around, noticing the slight disarray of the room. "It looks like Giles had some sort of party."

Buffy looked around as well, also noticing the half opened bottle of scotch and the strewn clothes. A blouse, a sweater and what appeared to be some stockings. 'Woman's clothes?' Buffy thought. 'Why would woman's clothes be in Giles' apartment?' She turned to Willow, wondering if she saw and hoping she didn't. She was ready to suggest leaving when Giles came down the stairs.

"What is down..." Giles began as he descended the stairs. Seeing Buffy and Willow he stopped abruptly. "Buffy! Willow! What..ummm...what are you doing here?"

"We wanted to tell you something..." Buffy began, grabbing Willow and guiding her to the door. "But, I think we'll come back later."

"What do you mean? Buffy..a.." Willow sputtered.

"Later,Willow." Buffy replied firmly, wanting to get her out of the house before something terrible happened.

"Rupert? Where did you go?" asked a female voice.

'Too late' Buffy thought.

"Rupert!" A woman said coming down the stairs. "There you are." She wrapped her arm around Giles, hugging him tightly.

Willow stood there in shock. A woman she didn't know was standing next ot Giles, acting in a way she didn't like. Not only that, this stranger was wearing what appeared to be one of Giles sweaters. One of her faves to be exact.

Buffy shifted uncomfortably. She knew the minute they'd stepped into the apartment that Giles had company on the female kind. And from Willow's immediate reaction to seeing the woman, Buffy knew that Willow had had no idea, until this very moment that Giles had company.

'Oh, Willow,' she thought sympathetically.

Giles stood there in embarrassment. He'd never thought that anyone would be over this early on a Saturday, let alone Buffy and Willow. He felt Lucinda's arm around him and he cringed. And he certainly didn't expect them to ever see Lucinda.

"Rupert, aren't you going to introduce me?" Lucinda asked expectantly.

Giles extracted himself from her embrace. "Umm...yes...this is Buffy and this is Willow." he pointed to each girl in turn, his eyes resting on the redhead.

Willow.

God, he never meant for Willow to see Lucinda. He looked at her, and felt his heart ache. He and Willow had grown closer ever since Oz's and especially Olivia's departure. They had spent more time than usual together. Studying magic, engaging in long talks, even a few lunches. He had secretly hoped that this newfound closeness would delve into a romantic relationship but he knew that any hope of that happening was dashed.

Now, she would never see him as anything more than a friend, now that Lucinda had made her presence known.

He shouldn't have slept with her. He'd known that from the very beginning but he was too drunk to protest her advances. Anya and Xander came over to his apartment yesterday to annoy him, talk to him, he wasn't sure which. Anyway, they were casually talking and Anya, in her ever so subtle way, mentioned that Willow was going on a date. With Graham, one of Riley's friends and a fellow Initative. He couldn't believe it. He had thought that there might have been a chance for him and Willow to....well, obviously he was wrong if she was going out on dates.

So, he'd done the first thing he could think of. He shooed Anya and Xander away and went out to the nearest bar to get stone drunk. Which he accomplished beautifully.

After a few half dozen drinks, he met Lucinda, who had the same sparkling emerald eyes as Willow, and he invited her over. One thing led to another, and soon they were over at his place, where before he knew it, he was taking her to bed. The same bed that he had countless dreams of taking Willow too.

A dream that if it hadn't shattered when he heard of Willow's date, most definitely was shattered now that Willow had found him with another woman.

Now, all he wished was that Lucinda would go, that Buffy and Willow never saw this, and that he could rewind the whole evening so that none of this ever happened.

But instead, he was stuck in his own version of hell, with Lucinda wearing his sweater, Buffy looking angry at him, and Willow looking hurt.

Gods, this was a mess.

"Hello, Buffy, Willow." The woman smiled genuinely at them. "I'm Lucinda."

Buffy managed to regain some of her voice and she eeked out. "I didn't know Giles had a new girlfriend."

Lucinda laughed heartily. "Oh, Rupert and I just met last night." She gazed at Giles fondly. "Let's just say we got acquainted real quick."

"Umm..yeah, let's just say that." Buffy replied, looking over at Willow who had yet to say anything. She couldn't believe that Giles had a one-nighter. The idea gave her the willies. And if the idea gave her the willies, she wondered what Willow felt like.

Willow couldn't believe it. Giles and this Lucinda person were...did... She couldn't even complete the sentance in her head, the thought was that horrible. How could he?

She thought that they were becoming more than friends lately. She was so sure that when one of Riley's friends had asked her out, she turned him down, telling him that she was interested in someone else. Not even once believing that Giles would ever be interested in someone else.

But, obviously she was wrong.

Their relationship, since Oz and Olivia were gone, had become more intimate than ever before. Between magic and researching, she was spending every free hour from school with him. And it wasn't all spent studying the supernatural. It was long talks and tea times, even the occasional lunch on campus. It felt like they were growing closer with each passing day. Their talks were becoming more intimate, the touches becoming more frequent. They even cheek-kissed the other day, which gave Willow tremndous hope.

But now....

She was an idiot. A class-A idiot. An idiot who let her girlish dreams runaway with her, making her see something there that wasn't. Causing her to blur dreamtime with reality.

And reality being, if what she was seeing any indication, that Giles had obviously seen her only as a friend, an ex-student of his that he tolerated because of Buffy. That's it. Nothing more. Nothing that Willow had wanted.

Nothing.

Coming back to her senses, Willow felt Buffy tugging at her arm. Turning to face her, Buffy gasped at the hurt and betrayal that was so evident in her eyes.

"We should go." Buffy said tersely, fixing Giles with an evil glare while dragging Willow to the door.

Giles knew he should do something, anything to salvage whatever dignity he had left. But, more importantly to salvage any relationship that he had with Willow. He wasn't that big of an idiot. He could see the blatant hurt in Willow's eyes and he wanted to kick himself. Kick himself so hard that he'd propel himself back to London.

"Wait!" he scrambled down the stairs. "Willow.."

"Later." Buffy answered for her, before slamming the door so hard that it practically came off its hinges, leaving Giles to stand there hopelessly after them.

* * * * *

Willow was auspiciously silent during the bus ride back to the dorms. Buffy tried to engage her into conversation but to no avail. To Buffy, it seemed that Willow had shut down completely. The last time she'd seen her this depressed was the day Oz and Veruca did the horizontal hula, and even then she wasn't sure Willow had been as depressed as she was now.

'Mental note..kill Giles' Buffy thought, as the anger over what she'd witnessed built up inside. Reaching out, she brushed some stray red locks out of Willow's eyes. Willow turned, her doe-like emerald eyes filled with sorrow and hurt.

"Oh, Willow." Buffy uttered, wrapping an arm around her. Willow put her head on her shoulder and started to cry softly.

**********

Lucinda walked down the stairs to where Giles was standing. Putting one hand on his shoulder, she forced him to face her. He had a blank look on his face, staring at her as if he didn't know who she was. She reached up to touch his cheek.

"Rupert?" she asked softly.

Coming back to her, Giles asked, "Hmm?" He looked down at her, noticing her for the first time that morning. "Oh, Lucinda.."

"What's wrong?"

She traced a hand down his cheek and he caught it in his own. "Lucinda, I'm sorry."

"What for?"

"For last night." he continued before she could interrupt him. "I wasn't in the right frame of mind."

"You mean drunk?" She asked, her eyes twinkling.

"Umm....yes." He grabbed both her hands and made her look at him. "Normally, I wouldn't do a ..."

"One night stand?" She finished for him. He nodded. She squeezed his hands. "Rupert, I'm not asking for a commitment here, if that's what you're trying to convey."

"That's one thing...." Giles muttered."Look, last night I went to the bar to drown my misery. Over a woman." She looked at him in puzzlement. "I was drinking past my usual limit when you came along. And when I looked into your eyes, I.."

Lucinda pulled away angrily. "You saw her and decided to fuck me?" He nodded ashamedly.

"Lucinda..."

"Look, Rupert. I don't mind one night stands. Hell, I've had my share. But, what I don't enjoy is being used as a substitute for someone else." She gazed at him pointedly. "It was the redhead, wasn't it?"

"What?" Giles sputtered out.

"C'mon Rupert, I'm not blind. I could see the look on her face when she caught us together. It wasn't a happy one that's for sure." She turned toward the stairs and began to climb. Stopping about halfway, she turned to him, "I'm going to get my clothes and then leave. I don't think we'll be sharing any flavored coffees this morning, do you?"

Giles groaned as he watched her ascend the stairs. He went to the cupboard to pour himself a drink. Even though he knew that this was one cause for last night's mess, he didn't care. Grabbing an empty glass, he poured himself a stiff one.

What else could go wrong this morning?

First, Willow caught him with another woman and he singlehandedly destroyed any chance at all with her. Second, he noticed Buffy's behavior towards him and he knew that he probably sunk lower than Parker on her favorite people list. An lastly, Lucinda hated him because he used her as a replacement for Willow.

His life couldn't get any worse.....could it?

Taking a deep swallow, he sat there on the couch, trying to figure out how he was going to repair his relationship with Willow.

A few minutes later, Lucinda came down the stairs, half-dressed. Giles looked up in surprise. Noticing, she put up her hand, "Don't worry, I'm going. I just remembered that my blouse and stockings were still down here, that's all." She picked up her blouse and began to button it.

He stood up. "Lucinda..I'm sorry."

She held up her hand again. "Rupert, please. I don't believe there's anything you can say to make this situation any less tense than it already is. " She grabbed her purse and walked to the door, stuffing her stockings inside.

Opening the door, she turned to him. "Rupert, if I were you, I'd worry less about me and more about that girl who just left here. Because from what I could see, you've got your work cut out for you." And with that, she left, leaving Giles very much alone.

***************

"Willow, I'm sure it was a fluke thing." Buffy exclaimed as she opened their dormroom door and went in, holding the door for Willow.

Willow walked in silently, and flopped onto the bed. She had barely said more than two words since leaving Giles' place, her shock still very much apparent. Closing her eyes, Willow willed herself to sleep. 'Maybe I'll sleep, and when I wake up I'll realize this was all some horrible dream that I've been in.'

"Willow? Do you want to talk?" Buffy asked worriedly, as she changed clothes.

"Not particularly." Willow muffled, her face buried in the pillow.

"Willow."

Lifting her head, Willow stared at her. "Look, Buffy. I just want to go to sleep and forget the whole thing. Okay?" She flopped her head back onto her pillow.

Buffy slipped her UC Sunnydale sweatshirt over her head. "No, it's not okay." She muffled, her head lost somewhere in the shirt. Pulling it over completely, she said, "Willow, you can't forget this. I know I have the tendency to miss the boat on some things but not on this. I saw you...I see you now, Willow." She walked over to sit across from her. Reaching a hand out, she smoothed some of her fiery red hair. "Willow, please talk to me."

"How could he? How could he do that?" Willow exclaimed, sitting up quickly causing Buffy's hand to drop. Wiping her tears away, she stared at her miserably. "I thought we..we..were..I was a fool, wasn't I? I thought...never mind."

"Willow, you're not a fool. You're right. I thought that you and Giles were going to be doing the rumpshaker pretty soon." Buffy looked sheepish at Willow's shocked look. "Not rumpshaker. You know what I mean."

She nodded in understanding. "I get it. You thought that there would be Giles smoochies by now." Buffy nodded. "Well, so did I." Willow stood up and started to pace the room.

Anger slowly started to replace the shock and hurt she'd first experienced. Pacing up and down the room, Willow exclaimed. "I can't believe him! Or her! 'Oh, Rupert aren't you going to introduce me?'"Willow mimicked Lucinda's voice. "I'll introduce you!" Willow flipped her hand under chin.

"Willow...." Buffy started but Willow kept on.

"Then, he just stood there. Frozen. Our own personal Gilesiscle. I'll admit I wasn't any better, I was a Willowiscle myself but.." Willow stopped and turned to Buffy quickly. "We cheek kissed! Did I tell you that? We gave each other kisses on the cheek the other day. You know, when he came by for lunch. And now..." She pointed to herself, "I get pecks on the cheek and Lucey Goose' over there, gets tonsilectomies. Tell me, is that fair?"

"Umm...well...no." Buffy started again.

"Damn straight, no!" Willow hollered, not caring if the whole dorm heard her. She was mad, no that's not true, more like bitch slap angry. "If I see Lucinda again, I'm gonna slap her so hard, that she will forget the address of Giles' apartment."

Buffy stood up and grabbed Willow. "Will, calm down. I know you want to slap Lucinda. So do I, but that's not the answer."

"You're right. How about if I cast a spell on both of them and turn them into toads?" Willow brightened at the idea. "Yes, then I could do some sort of vengence thingy on Giles." She turned to Buffy in all seriousness. "Do you think Anya still has any demon tricks up her sleeve?"

"Will!" Buffy screamed, as she shook some sense into her. With Buffy's super Slayer strength, she was shaking her like a rag doll.

"Buffy?" Willow asked a little weakly. "I'm getting seasick here."

Buffy let her go immediately. "Oh, sorry."

"No problem."

"Anyway, Willow, the point is that slapping Lucinda senseless and spell hexing Giles is not the answer. God knows I want to kick Giles' butt across the street for this morning but that's not gonna make you feel better."

"It's not?"

"Weel, okay it is. But, only for a brief minute." Buffy stared at her in all seriousness. "Will, in order to feel good all the time, you are going to have to talk to Giles."

"That's easy for you to say. You've never had to talk to the person that broke your heart.." Willow explained. Realizing what she'd said and seeing Buffy's face, she mended. "Oh, Buffy. I'm so sorry. I didn't mean that. You of all people know about heart wrenching.." Buffy looked at her wide-eyed. "Oh, god did I just say that aloud?..I'm sorry.." Willow began to pace again. "I don't know what I"m saying anymore, or thinking anymore." She slumped down on her bed and gazed at Buffy forlornly.

"What am I going to do Buffy?"

* * * * *

"Damn it!" Giles yelled as the stack of books fell in his lap. He was reaching for the middle book, when the whole stack decided to take a trip. On him.

"This is isn't my day." he muttered as he gathered the strewn books. Placing them into a neat pile, he retrieved the one he needed and sat down on the couch. Opening it, he began to read before his mind started to wander back again on the fiasco of this morning.

After Lucinda left, he spent the better part of the morning drowning his sorrows in scotch. Trying hopefully but not successfully to numb his senses. But no matter how much liquor he intaked, his mind still conjured up images of Willow. Sweet Willow, standing there looking more hurt than he'd ever seen her.

'And its all because of you.' He thought as he absently flipped pages. "How could I have been this stupid?" he yelled to no one in particular.

Instead of getting in a drunken frenzy, he should have just...

"Just what?", he muttered. "Just ask her point blank if they had a relationship or that it was all a figment of his imagination?"

But no, he decided to shag a woman he'd just known a couple of hours, hoping to lose himself into her comfort, her acceptance.

He admitted to himself that aside from the fact her eyes reminded him of Willow, but also the simple fact she wanted him.

He hadn't felt wanted in a long time. No, that wasn't true. He hadn't felt wanted in a romantic way in a long time. Not since Olivia. But hell, Olivia could be turned on by a 2x4. She was almost as bad as Anya.

No, he hadn't felt that way romantically by the one and only person he wanted. Willow. He let himself hope but realized he was an idiot. There was no way Willow would or could look at him that way no matter how close their relationship had gotten in the past weeks. He had to resign himself to the notion that she saw him only as a friend and nothing more.

"What about the way she looked this morning?" A little voice nagged in his mind. From what he could see, Willow looked hurt and sad and...and...

Betrayed?

Was that what he saw? Betrayal or was it just his evil subconscience hoping?

"What am I thinking?" Giles uttered, getting up to make himself some tea. "Am I so despicable that I actually hoped Willow was betrayed? Do I want her that badly, to be glad that she seemed betrayed, since its a possible sign that she may want a relationship?"

On the way to the kitchen, he stopped by the wall mirror. Peering at his reflection, he asked, "Well, am I?" He stared at himself a long time before answering. "Yes."

Shaking his head, he entered the kitchen. Yes, he was truly that bad hoping for Willow's betrayal since it seemed like a sign that she might feel something more for him.

God, he was horrible.

Setting the kettle on the stove, he turned the heat on to boil. As he was waiting for the tea, he heard an incessant pounding on the door. Turning the kettle off, he proceeded to answer the door.

'Who could that be?' he wondered. 'Maybe its death.'

Opening it, Giles only had time to ask, "Yes?" before everything went black.

*************************

"Leave this wreck and run here where it hath happened. Meddle no more with it and Begin all anew! Has this exhausted possibility on the failure of this one trial? Not so! The future is yet full of trial and success. There is happiness to be enjoyed!" Willow read before flinging the book to the side. She tried to read for her American Novel class, The Scarlet Letter, but her mind kept wandering.

And not just wandering any old way.

Wandering to one person. A certain dirty scoundrel who shall remain nameless.

Rupert Giles.

After Buffy calmed her down significantly, she left to see Riley, leaving Willow alone in her misery. She tried to get her mind off of Giles, off of this morning but she couldn't manage it.

Everything she did reminded her of him.

Her first instinct was to go on the Internet, since it had helped her cure sadness in the past. But, almost subconsciously, she began researching for Giles. Which brought her thoughts of Giles, so she stopped that.

Then, she thought about practicing magic but if that didn't remind her of Giles, she didn't know what did. So, she had decided to do some homework. That had seemed safe enough. A little psychology, then a little American novel. However, she was reading The Scarlet Letter', which had suspicious connotations of betrayal and hurt in it. That of course, reminded her of this morning's boo-boo.

So after a few chapters, she dumped it. Now, she was bored and she didn't know what to do with herself.

'Maybe I should jog?' she thought.'Buffy seems happier after she jogs, maybe I will to?'

She shook her head. Nah, she wasn't that bored yet.

Trying to decide what to do, the phone rang breaking Willow's thoughts. Reaching over to pick it up, she answered, "Hello?"

"Wills, it's me."

"Hey, Xander." Willow greeted him dryly.

"Whoa! Is that anyway to greet your bosom buddy, lifelong pal?" Xander asked.

Sitting on the bed, she pulled her knees up to her chest. "Sorry." She perked up,"Hiya, Xander!"

"Nice try. That sounded almost as sincere as Spike trying to say were friends." Xander told her. "C'mon, 'fess up. What's bothering my little buddy?"

"Nothing...much."

"Wills."

"Xander, I'd rather no talk about it over the phone." Willow said exasperated.

"Okay. How about over some chocolate covered donuts and milk?" Xander asked, knowing Willow would never turn down an invitation like that.

"Donuts?"

"Yep. Ones with sprinkles too."

"Well..." She trailed off.

"What time should I pick you up?" Xnader asked expectantly.

"In an half an hour."

"Obeykaybee. See you in a halfs Will." Xander told her before clicking off.

Willow placed the receiver back on the cradle and went to get herself dressed. Maybe donuts and milk would cheer her up. It had in the past. Maybe it would this time.

**********************

Giles' head was pounding. It felt like those stack of books had fallen on his head this time instead of his lap. His head was hurting and he idly wondered what he drank this time around.

'Wait a minute!' he thought quickly. 'I didn't drink anything.'

He got up hurriedly, his head recollecting him opening the door and a fist connecting with his face. A fist that belonged to....

"Ah, I see you've finally joined the land of the living, hey Giles." Buffy said, as she came into the living room. Tossing an ice pack to him, she sat on the table facing him. "Howz the jaw?"

Catching the pack, Giles pressed it against his jaw. "Well, thanks to you it's a tenderized piece of flesh." Pressing the pack harder, he asked drily, "Why did you do that?"

"Gee, I don't know Giles. How about the fact that you did the cha-cha on my best friend's heart?" Buffy answered exasperatedly, unable to believe that Giles could be this stupid or this dense.

"What do you mean?" Giles asked confused.

Rolling her eyes, Buffy leaned in closer. "Did I hit you too hard?" she asked, inspecting his jaw and head. Grasping his chin, she turned it from side to side, inspecting it further and also inflicting more pain on Giles. "Nope, looks like I didn't hit you hard enough if you're acting like this." She released his chin quickly, her Slayer strength causing his head to fling back.

"Ow!" He uttered, pressing the ice harder to his swollen jaw. "Buffy, I don't think.."

"That's your problem! You don't think." She stood up and began to pace the room. Turning on him unexpectedly, she blasted, "Was it worth it Giles? Was doing the hippy hippy shake with Lucinda.." Buffy did a little shimmy, "..worth hurting Willow for? Huh? Was it? Answer me, Giles!" She demanded her hands on her hips.

"Buffy, if you please," Giles answered, delicately rubbing his jaw.

"If I please?" Buffy wailed. "Look Giles, you're in no position to say please on anything, unless it's 'please Willow forgive me for being a complete jerk'!"

"Buffy, I tell you all if I could only get some aspirin first, if you don't mind." Giles asked drily, making his way to the kitchen.

"Alright, but don't take too many. I want you awake not out of it when I talk to you.", she said impatiently.

Downing the aspirin, Giles put the glass in the sink and proceeded to the living room. Slumping on the couch, he leaned forward with his head in his hands, mentally wishing the headache away.

"Feel better?"

"Hardly, but I'll manage." Giles replied grumpily.

"Good." Buffy said, sharply. "Now, I want to know one thing."

"What?"

"How could you do that?"

"Buufy. Please if you'll just let me explain." He said dejectedly.

"Okay, I'm waiting." She tapped her foot impatiently.

Rolling his eyes, Giles began, "Last night I went to a bar, drank past my limit, and met Lucinda. One thing led to another and well....."

"And you boffed her?" Buffy suggested sweetly.

"More or less.", he muttered.

"God, Giles I never pegged you as a 'love 'em and leave 'em' type guy." Buffy remarked. "I forget you did the boinkidy boink with my mom, what else did I expect?"

Giles stood up, his anger at Buffy and at the whole situation starting to surface. "Now, see here Buffy. What I do or did is certainly none of your business." Giles paced. "Besides, if there is someone in this room who I never would have expected a one night stander from, it certainly isn't me."

Giles realized that words had tumbled out of his mouth before he could stop them. "Buffy, I'm.." he was cut off with a slap across his face.

"How dare you?!" Buffy screamed. "How dare you?!!!"

"Buffy, accept my apologies. I'm truly sorry. I..I.." Giles slumped to the sofa. "I don't know whats got into me. Maybe it's my headache or my throbbing jaw or it's the fact that I've had a crappy morning that's making me on edge. But, I'm truly sorry."

Buffy stared at him, believing his sincere apology. "I believe you, I believe you." She stated. "But, how did you know?"

"Anya and Xander were talking once and I overheard." he muttered.

Rolling her eyes, she walked to him. "We really need to get a muzzle for that girl, don't you think?"

"Yes, then last night might not have happened."

"What? What do you mean?" Buffy asked, going to sit across from Giles. When Giles didn't say anything, she reached out tentatively to him. "Giles? What does Anya have to do with this? Did she have a part in last night's love fest?"

He stared at her giving her a dark look. She looked sheepish. "Sorry, you were saying? Oh, and more in depth please?"

Sighing, Giles began again, "Yesterday, Xander and Anya came over to hangout or to talk, I'm still not sure. Anyway, they were talking, and Anya casually mentioned that Willow had a date last night, with Riley's friends. Graham or some type of cookie. Anyway.."

"Hold the phone." Buffy interrupted. "Anya said Willow had a date?" Giles nodded curtly. "But she didn't . Well, Graham did ask her but she turned him down."

"She did?"

"Yup. Anya must not have known."

"Obviously." Giles said dejectedly as Buffy awaited for him to continue. Noticing her look, she continued. "Anyway, after hearing about Willow's date or undate, I shooed them away and.."

"Went to drink yourself into a stupor?"

Giles shook his head in agreement. "More or less. Anyway, I was there and kept on drinking and drinking until past my limit, when I met Lucinda."

"Ah, Lucy Gooosey steps in." Buffy said sarcastically.

"I didn't really want any company but she looked like..." Giles trailed off.

"Like who?"

"Her eyes reminded me of hers. " Buffy looked surprised at Giles admonition. "She had the same liquid emerald eyes that Willow has. You know the ones that you could lose yourself into?"

"Umm..well, no loss here, but yeah I understand." Giles looked at Buffy icily. "Oh, sorry continue."

"As I was saying, with me being in my incapiciated state, I looked up and saw those green eyes and my mind registered one thing. Willow." Giles gazed at his hands. "Well, we started talking and one thing led to another and before I knew it she was back at my place."

"Then the carnal pleasures took over?" she asked, Giles nodding in agreement.

"I'm a fool aren't I?"

"Yes. A class-A one." Giles gave Buffy a look. She shrugged." What did you expect me to say? No, Giles you weren't a jerk. That's not gonna happen."

Buffy scooted over to the couch next to Giles. Even though she was mad as hell at him, she couldn't help but feel a tad sorry for him. Because of some misinformation, he'd done something stupid that he might have not done otherwise. Hell, she'd done the same thing once or twice on occasion, so she wasn't in a position to judge.

But Willow was her best friend. And even though she felt some sympathy for Giles, he'd still hurt her terribly. And if Willow hurt, she hurt. She owed it to Willow. Willow had helped her through many a man crisis from Angel, to Parker, to Riley. The least Buffy could do was help her by trying to repair her relationship with Giles.

No matter how hard that was going to be.

Looking at Giles, Buffy realized that this wasn't going to be a cakewalk.

Wrapping an arm around his shoulders, Buffy said sympatically, "Look Giles. I know what you're going through. I know about screwing up. But, the most important thing is to repair it as soon as you can."

"And how am I going to do that, Buffy?" Giles stood up abruptly, causing Buffy's arm to fall. "I singlehandedly ruined any hopes of ever winning Willow over. Did you see the look on her face?"

"You should have seen her after." Buffy muttered under her breath. Aloud to Giles, she said, "Do you love her?"

"What?" Giles asked taken aback at her question.

"I asked if you love her. 'Cause if you do, then you should do everything you can to make it up to her. But, more importantly, explain to her like you just did to me."

"And she'll listen of course."

"Well, you know Willow. She'll listen but doesn't mean it will be easy." Buffy stood up and went to stand in front of him. "Giles, from what I gather, it was a misunderstanding. You heard some misinformation and you acted on it. Stupidly, I might add."

"Thanks." Giles stated sarcastically. "I don't need any commentary."

"Well, do the crime, you get the rhyme." Buffy laughed at her little ditty. She stopped when she saw the look Giles gave her. "Sorry, got a little carried away."

"Can we get back to the problem at hand?" Giles stated as he began to pace. "What am I to do?"

"First of all, stop pacing. This isn't some demon of the week research session. This is Willow and yours' relationship we're talking about here." Buffy stated firmly.

"Don't you think I don't know that?" Giles yelled. My God, Buffy, I love her. I've loved her for so long. And because of one dumb-ass mistake, I could lose her forever. Of course, I know it's not some bloody research session."

Buffy just stared at him in surprise. She'd never seen Giles so riled up before. The last time she'd seen anything remotely close was the night Jenny died. When he tried to kill Angel was the last time she'd seen him so angry. But, not quite like this.

"You really are sorry, aren't you?" Buffy asked quietly.

Giles turned to her, his eyes full of regret and sadness. He stared at Buffy a few seconds, willing her to understand, to see the depth of his emotions for Willow.

"Yes, I am. "Giles gazed at her, his eyes pleading. "What am I to do now, Buffy?"

* * * * *

"Knock, knock...."

Willow jumped up from the bed and went to the door. Opening it, she said, "Hi, Xander. Come on in."

Xander stood in the doorway. "Hiya, Wills." He rubbed his hands together. "Ready for those donuts and moo?"

"Yup." Willow said, reaching for her purse. Checking to make sure she had everything, she looked at him. "Let's go. I hope those donuts help."

He slung an arm over her shoulder. "They will, Will."

******************

An half hour later:

"What should I have, Willow? French one or a glazed. Oooh, a bearclaw!" Xander exclaimed as he looked over the goodies. Turning to her, he noticed her silence. "Will?"

"Hmmm? Sorry, Xander." She inspected the selection. "I think I'll have a chocolate glazed and a chocolate cake with sprinkles."

"Moo?"

She nodded. Looking around at the full shop, she managed to spot an empty table. "How about I'll save us a table and you order?"

He nodded as she went to the table. He had hoped that once seeing the donuts she would have perked up a bit but she looked as miserable as she sounded on the phone.

'I hope she tells me what's wrong.' he thought before ordering.

************************

"Alright, Giles. The important thing here is to figure out how you're going to make it up to Willow." Buffy said matter-of-factly. "Now, we need to stop wallowing in shoulva, couldva, wouldva. It's too late to change. What's past is past. Now, we have to move forward."

Pouring himself and Buffy some juice, Giles came back to the living room. Handing her the glass, he answered. " I agree. And just how do you propose I should do that."

Gulping down the juice, she explained, "Well, groveling at her feet might work." Giles cast her a look of annoyance. "Kidding. Just kidding. Okay, let me think."

He waited as Buffy thought up something. Usually, he would never ask for advice about his personal life but this was an emergency. He had 'screwed up majorly', according to Buffy and he needed to repair things with Willow before the damage was permanent.

He just didn't know how.

No, that wasn't exactly true. He knew how he wanted to make it up to her but didn't think ravishing her with his love without an explanation first was the ideal way to go.

He wanted to explain everything to her, his stupidity, the misinformation he received but more importantly he wanted to tell her that he loved her.

He knew that it was time, time for him to let go of his fears and embrace his destiny. And that destiny was Willow.

But, after his mistake, he didn't even know if she wanted to be in the same room as him, let alone want to hear his outpouring of love.

"Buffy, what if Willow doesn't even want to be in the same room with me?" He asked.

Gazing at him, she agreed. "You're right. But, then I wouldn't either."

"Buffy..." Giles warned.

"Sorry." Buffy looked at Giles and said, "Look Giles. I"m gonna help you with this but don't expect me to act all hunkey-dory here. I'm still very mad at what you did to her. She's my best friend and all. Her pain is my pain."

"I know, Buffy. I know." Giles answered before she could continue her guilt tripping. Wiping his hand across his face, he asked quietly, "Do you hate me?"

She seemed taken aback by this question. "Giles, I don't hate you. I could never hate you. I'm just mad at you. There's a difference, you know." She smiled to take out the hurt in her words.

Giving her a tiny smile, he said, "I know." Standing up, Giles slowly paced the room. Turning to her, he said, "Now, I want to explain to her entirely what happened. But also.." he trailed off.

"Wanna tell her you love her, right?" Buffy asked.

He nodded. "Yes. But, I don't think a romantic evening will suffice, do you?"

"Nah. It's too radical, especially after the boinking with LucyGoosey." He raised his eyebrows at her. "Sorry. I'll stop really, I will."

"No, don't. Good reminder of what an jerk I am." he muttered, draining his glass." You were saying?"

"Well, romancing is a little over the top. You need to do something simple, something that'll both take her breath away, yet just subtle enough after the fiasco." She explained.

"And what do you suggest?"

"Oh! I know. How about a picnic? On campus!" Buffy explained. "Yeah, that's it. That's perfect."

"A campus picnic?"

"Yeah. First of all, she won't have to go far so you're not inconviencing her. You want to make this as easy as possible for her." Buffy said, excitedly. "Second, there are many beautiful places on campus to have lunch. And third, by going to the college, it shows that you are making an extreme effort . That nothing is too big or impossible for her."

Giles contemplated it for a minute. A picnic. That sounded like a brilliant plan. It was both romantic, yet not overly to scare her off. Now, the hard part was....

"How am I too convince her to see me?" he asked, worriedly.

"That's gonna be a toughie." Buffy said truthfully.

***************

"Alright,Will. Spill." Xander ordered, as he stuffed one of his four donuts in his mouth. They had been there for 20 minutes now and Willow had barely spoken 20 words to him since they had been there. She'd just sat there and silently ate her donuts, offering up a word every now and then to reassure him that she was still breathing.

"Hmmm?"

He rolled his eyes. "I said, Willow, you're on fire." he teased waiting for an reaction.

"Oh, thanks." She answered him distractedly.

Throwing the donut down, he exclaimed, "Okay, that's it. You're going to tell whats bothering you or else I will have to tickle it out of you." She raised her eyebrows at him. "And you know the tickle monster is just itching for a good tickle." he said, wiggling his fingers.

"Xander..." she trailed off.

Sighing, he reached over and took her hand. "Seriously, Will. Something is bothering you and I want to know so I can help out and make it better."

Smiling softly at his concern, "I know you want to help, Xander. But,..."

"But what?"

She glanced down at her donut. "You might get wigged?"

"Wills, I date a demon. An ex one at that, but she still has demon on her job resume. I think I'm wigged immune by now." Xander laughed comfortingly.

"Okay." Willow looked at Xander seriously. "This morning, Buffy and I went over to Giles house to give him new info about Adam, you know that Initiative's little pet?"

"Yeah. Mr. Big Ugly."

She nodded in agreement. "Anyway, we got there and his living room was kinda.. messy."

Xander's eyes widened. "Not another demon change?"

"No, nothing like that. Well, I'm sure she was at least a she-demon." she muttered under her breath.

"What? You're losing me, Will."

"Sorry." Willow continued, "Anyway, Buffy noticed something was wrong and tried to get us to leave when Giles came down the stairs and began to act all funny."

"Funny ha-ha? Or funny, weird?" Xander asked.

"Funny weird." Willow looked him straight in the eye. "A woman came down the stairs, wearing only his sweater."

"Oooh, G-man got some booty action, did he?" Xander asked excitedly. "Alright!"

"Alright? Alright?" Willow's voice rose, causing other patrons to stare. Lowering it somewhat, she said, "How could you say that? He had a one night stand!"

"Giles? Never thought he was the type." Xander eyes widened briefly, before saying however, " But, what did you expect from a guy whose nickname is Ripper?"

"That's not the point, Xander! The point is , its Giles." Willow gazed at him, exasperation plain on her face. "Besides, just 'cause he was nicknamed Ripper, doesn't mean he would do something like that. I mean this is GILES!"

He stared at her awhile before saying anything. She was obviously upset about this but he still wasn't sure why.

"Well, aren't you going to say anything?" Willow asked.

"Is Buffy as upset as you are?" Xander asked suspiciously, a thought forming in his head.

"Well, more angry than upset." Willow answered. "No, more like disgusted. Like she was when she saw her mom kissing Ted."

"I see." He looked at Willow before continuing. Pausing slightly, he asked her. "Is there something between you and Giles, Will?"

"Why do you say that?" she asked defensively.

"Because you're acting the same way I did when I found out Wesley had his eye on Cordy." he answered matter-of-factly. Noticing her crimson cheeks, he softened. "Willow, look. I said you couldn't wig me out and you haven't. Personally, I think it's great. Giles and you....a little strange maybe, but hey this is the Hellmouth. Odd occurances do happen." He gulped down his milk. " Anya is one."

Willow sighed dramatically. "That's the thing, Xander. There's isn't anything happening between us. Well, not officially. " She thought about it for a minute before amending, "Or technically. Or even closely. Or..."

"I get it, Willow. Nothing happening. You can stop now." He looked at her before asking his next question. "Well, if you have the hots for Giles then why did you go out last night with Graham?"

"What are you talking about?" Willow asked confusedly. "What date with Graham."

Xander swallowed his donut before continuing, "I thought you mentioned that Graham asked you out?"

"He did, but I turned him down." Willow explained. "I turned him down because...because of...Giles." She finished in a whisper. Noticing Xander's wide-eyed look, she replied, "That's why I didn't go with Graham. I thought Giles and I were progressing.." she made a motion with her hands. "...to ..a..a relationship."

Xander almost choked on his food as a realization dawned on him. Softly, he uttered. "Oh, no."

She heard him and asked, "Oh no, what? " When he didn't answer, she raised her voice a little higher." Oh no what, Xander? What? What happened?"

Blushing sheepishly, he replied, "Yesterday, Anya and I went over to see Giles. And while we there, we got started talking and Anya casually mentioned that you had a date." He looked down at his donut. "With Graham."

"She did what?" Willow asked disbelievingly. "She told Giles that I had a date? Why? How did she know that Graham even asked me out?"

"I told her."

* * * * *

"You what?"

Xander looked sheepish. "I told her." He became defensive at Willow's disapproving look. "Hey! I didn't know it was a secret. How was I supposed to know if it was a secret? You never said it was a.."

"Okay, okay. "Willow stopped him. Running her hands through her hair, she looked at him calmly before continuing. "Xander, tell me exactly what Anya said."

"You mean play by play?"

"More or less."

He exhaled, thinking. "Well, we were talking about Buffy and Riley somehow, I'm not really sure. Then, Anya mentions that another commando was after a Slayerette."

"She said that?"

He shrugged. "Something like that. I don't remember the exact wording Willow." Noticing her slightly hurt look, he amended. "I'm sorry Will. I'll try to remember harder."

"It's okay." Willow said miserably. "I guess I'm just a little on edge right now."

"He means that much to you?"

She raised her eyes and Xander gasped. In all the years he'd known her, he'd never seen such depth of emotion in her sparkling green eyes. Love and tenderness, mixed with a sadness he never knew Willow could possess. At that moment, Xander realized the full extent of her feelings for Giles. And it touched him more than he thought possible.

Slowly, Willow nodded, swallowing her tears. When she spoke, it was heartbreaking. "Yes. Xander, I love him. Not in the way I loved Oz. With him it was more a first time love, but with Giles.." She gazed down at her hands thoughtfully. "..with him, it's more like once in a lifetime, storybook romance.."

"Gone with the Wind, true love, one person ever love?" Xander interrupted.

She nodded. "Yeah. I thought it might have been the crush I've had since High School just resurfacing but.."

"You had a crush on Giles in High School?" Xander asked incredously. "How come I didn't know?"

Willow sighed. "Yes, I had a crush on him. Ever since the first year."

"Oh God."

"Xander." She said pointedly. "And the reason I didn't tell you is because it wasn't any of your business."

"Did anyone else know?" He asked, still unable to accept her admission.

"No." Willow replied, exasperated. "Buffy suspected, I think. But, she didn't bring it up until a couple of months ago." Willow waved her hands to change the subject. "Can you forget about me not telling you for a minute?"

"Sure. But, just for a minute." He replied, half teasing.

Willow rolled her eyes. "Anyway, Giles and I had been spending more time together lately. Researching, magick lessons and just hanging out together." She smiled fondly at the memory. "We even kissed."

"Kissed?"

She nodded happily. "Just on the cheek but that was more than enough." She continued. "I took that as a sign that we were becoming more than just Willow and Giles, you know?" He nodded. "So, when Graham asked me out..."

"You told him adios, amigo." Xander quipped, taking a long swig of his milk.

"Yeah. I wasn't interested to begin with. "She trailed off." And then there was Giles..."

"How did Graham take it?"

"Oh, he was great about it. He didn't get mad or anything."

"Okay. So, Mr. Initiate took it well." Xander repeated before Willow broke in.

"Hey, Xan. How did you know Graham asked me out? I didn't tell you."

Xander shook his head. "No. Riley mentioned it in passing while we were all waiting for Buffy to come back from slayage." He looked at her. "I guess good old Riles didn't know about Graham's broken heart."

"Xander." Willow said wirily. "Not funny."

"Sorry, Wills." Xander scarfed down the last of his donut, before continuing. "So to recap, you and Giles were getting it on. " Willow gave him a pointed look. "I mean, 'growing closer'. Then, Graham asks you out then you let him down gently, then.."

"And then, Buffy and I catch Giles with another woman!" Willow screamed.

"SSH!" Xander said. "Are you sure there was horizontal hulaing going on?"

"Gee Xander, I don't know. She was wearing his sweater and coming down the stairs from his bedroom, kinda tipped me off." Willow replied sarcastically.

Xander held up his hands. "Hey, don't get meow with me, Willow. I just asked a simple question." He swiftly changed the subject. "So, was she a hottie?"

Willow flashed him her resolve face with a slight twist to it. Her smile and her eyes had grown a hard look, and Xander gulped a few times. He'd never seen that dreadful look on her face before. Coughing lightly, he muttered, "Sorry. Stupid question."

"Anyway," Willow continued, "She came down the stairs, all hoity-toity, calling him Rupert dear, and wrapping her arms around his waist."

"So, she was like gum on a shoe?" He asked.

"Yeah!" Willow replied, her ire slowly rising as she recalled the horrible morning.

"What did you do?"

"I just stood there in shock. Buffy did most of the talking." Willow explained. "Did I mention she was touching him?"

"Repeatedly."

"Anyway, after my bout of rigor mortis left, Buffy pulled me out of the apartment and we came home." She said miserably. "End of story."

"End of story." Xander repeated, his mind thinking. Willow noticed his thoughtful look and asked, "What? Whatcha thinking?"

"Now, I'm not condoning Giles' behavior, but.." Xander approached carefully, not wanting her to see her resolve face again. "Did it ever occur to you that maybe Giles was with this..."

"Lucinda." She spat out, like she had soap in her mouth.

"Lucinda." He continued. "With her because of you."

"What?"

"I'm not saying it's your fault. It's not." Xander reassured her. "What I am saying is that maybe Giles went for her because he couldn't have you. Maybe, when we accidently told him about your date or non-date, Giles went out to get his own."

"You mean rebound?" She asked hopefully.

He nodded in agreement. "Maybe he was so hurt that he found the first girl who crossed his path and decided to do the booty call with her."

"Booty Call?"

"You know what I mean." Xander said. "Lucinda was probably just a forget-me-not."

"A what?"

"Forget-me-not. One night stand." He explained.

"Is that what they're calling it these days?" Willow wondered aloud.

He nodded absently. "Do you really think Giles would sleep with her if he thought he had a chance with you? When he found out about your date, he probably gave up hope of ever being with you."

"So, he decides to have a one night stand?"

He shrugged. "Look, I'm not saying that Giles did the right thing. I'm just trying to give you a reason why he might do that." Xander continued, thoughtfully. "Maybe he was drunk."

"Drunk?"

"Yeah." He answered. "He could have had one too many drinks and then boom-bamm, he was rump shaking..."

"Please." Willow held up her hand to stop him. "We don't need to get graphic. Do you think he might have been drinking? Not that, that excuses him, but.."

"It's better than knowing he did this with all his marbles, isn't it?" He asked, not needing to hear her answer.

She nodded. Willow picked up her napkin and shredded it into little strips before continuing, "Xander, I want to believe you. I really do, but.."

"But, what?"

"I just don't want to get hurt again. I mean, I've already experienced enough with Oz...but this is different.."

"'Cause you love Giles more?"

Willow nodded slowly. "What should I do, Xander?"

* * * * *

"Like I said Will, you really need to talk with Giles." Xander explained. "You guys have to straighten this out."

"Me talk to Giles?" Willow looked at Xander in shock. "Who did the wrong here? He has to talk to me."

"He you, you him." Xander exasperated. "Does it really matter anymore, Willow?"

"Yes, because..."

He stopped her. "No, it doesn't. You and Giles..." he started before a tall figure came up to them.

"Hello, Willow."

She turned at the sound of her name and her eyes widened. "Graham?" she cleared her throat. "What..what.."

"Hi Willow." Graham said. "I saw you leave the donut shop and thought I'd stop to say hi." he noticed Xander. " I'm not sure we've met. I'm Graham."

"I guessed." Xander looked at him warily. "I'm Xander. You're one of Riley's friends, right?"

"Yeah." he replied. "Know Riley?"

Xander shook his head. "Not really. Buffy is one of my best friends. That's how I know about Riley."

As Xander and Graham were making small talk, an idea unexpectedly popped into Willow's head. She knew the repercutions could be irrepairable but she really didn't have a choice. Not entirely true. She did have a choice but her feelings were clouding her better judgement. Anger and jealousy spurred on by an unaccustomed sense of revenge overtook everything else. If she was half as rational as she should be, she knew she wouldn't even comprehend such an idea, much less go through with it.

Clearing her throat, Willow smiled up at Graham. "Graham?"

"Yeah?"

"I was wondering..." She touched his arm lightly. "Are you busy tonight?"

"What?" Graham asked surprised.

"What?" Xander asked at the same time, equally surprised.

She sidled up to Graham. "I wanted to know if your offer to go out was still open." she looked innocent. "Is it?"

Flustering a bit, Graham replied. " Umm...sure....would you like to go to the movies?"

Willow smiled. "I'd love to."

"Yeah?" Graham asled and Willow nodded in reply. "Well, how about I pick you up at seven?"

"Fine." she smiled, while trying to ignore Xander's incessant prodding.

"Will..." Xander said incessantly. "We need to go." he looked at Graham. "Now."

"Xander.."

"Hey, no problem." Graham looked checked his watch. "I gotta go too."

"Great!" Xander exclaimed, as they both turned to him. " I mean great that it's no problem that you have to go too. he grabbed her arm. "Cause we have to go too."

He started to walk awya, pulling Willow reluctantly along with him. They barely got out of earshot when Xander barraged her. "What was that?"

"What do you mean?" she asked. "And you're squeezing my arm. Ouch."

"Sorry." he let it go. "Okay. Explain to me what that was all about." he looked her straight in the eye. " Why did you make a date with Graham? Did I miss something? Did I miss you go completely batty?"

"I haven't gone completely batty." she protested, her hands on her hips. "I changed my mine. I can do that. It's my prerogative."

"I don't believe this. " Xander paced in a little circle. " Just ten minutes ago, you were professing your undying love or Giles and now you made a date with someone else. What's going on, Willow?"

Nothing." she said a little defensively. "Why are you asking? Why is it any of your business anyway? Don't you have to orgasm with Anya or something?"

"That comes later." Xander replied, before realizing what he'd just said. "Er...forget I said that."

She nodded. "Forgotten."

"Good." he nodded in agreement. "Anyway, we were talking about you here. You love Giles but have a date with Graham. Are you trying to make Giles jealous?" Willow's eyes flashed quickly but Xander caught the look. "Wait a sec... is that what this is...a way to make Giles jealous?"

"No...yes...er..." Willow stepped away.

"Willow!" Xander yelled. "You're just adding more fuel to the fire."

"Whose side are you on?" she asked defensively.

"Yours."

"Then act like it." Willow interrupted. "Geez Xander, you act like this is all my fault but it's not. Not really. I wasn't the one who slept with some skany-ho he barely knew to satisfy some animalistic desire that all men have."

"Whoa.."Xander tried to interject but Willow continued. "A few drinks, a few winks, then boom-bam, horizontal hula time...Do I hear poor Willow? No, not anymore. Make one date with Graham and now it's poor Giles?" she looked at Xander pointedly, waiting for him to say something.

Xander had seen Willow like this before and he knew the best thing for him was to make an exit as quickly as possible. Her resolve face was on combined with her resolve voice made for a very unpleasant Willow. And he wasn't brave enough to face that.

Exhaling, Xander calmly said, " Look Willow, I think you're making a mistake." she started to interrupt but he ventured on. "..but there's nothing I can do so I'm going."

Willow stared silently at Xander's retreating back. Part of her wanted to tell him that he was right, that she was making a mistake. But the other part, the 'resolve' part was too stubborn to back out now.

"I guess I'd better get ready." she muttered to herself as she walked back toward campus.

She had an uneasy feeling about this...

**

Giles apartment:

"And you think it will work?"

Buffy nodded. "I guarantee it will." she flopped on the couch. "Now, if I could get Riley to do that.."

The door burst open and a slightly distressed Xander burst in. "Giles.." he exclaimed as he ran into the living room.

"Xander?" Buffy cried out.

"Buffy?"

"Xander?"

Giles rolled his eyes. "Well, now that the two of you know each other's names. What are you doing here, Xander?"

"I was with Wills. " he replied, watching curiously as Giles started to perk up at that.

"You were?" Giles asked, trying to appear nonchalant.

Xander nodded. "Yeah..and I know all about you, Mr. Happy Pants."

Giles groaned. "Xander, I can..."

"Giles, I don't wat to hear it right now. " Xander snapped.

"Xander!" Buffy said. "Give Giles a break."

"No." Giles replied. "It's all right. I gather from your reaction Xander, that Willow must have told you everything."

"She did." Xander said incredulously. "Look Giles, I know you wouldn't deliberately hurt Willow but she is my best friend..."

Giles held his hand up. "Say no more. I understand." he quietly continued, "I hope you don't hate me."

Xander shook his head no. "Never, Giles. It's just... you'd better make this up to her, that's all."

"Don't worry, Xander. I intend to." he replied.

"In fact, that's what we were talking about before ou busted in here. " Buffy said. "We've come up with a plan to woo Willow."

"Well, " Xander sat next to Buffy. " It better be soon."

"Why?" Giles asked, trepidation in his voice.

"Well..."

"Spill it, Xander." Buffy growled.

"Because she has a date with Graham tonight." Xander replied quickly.

"What?" Buffy and Giles screamed in unison.

* * * * *

"What do you mean she has a date with Graham?" Buffy asked, grabbing Xander by the collar. "What did you say to her?"

"Nothing, I swear." he choked out. "She came up with the plan all by herself."

"Payback." Giles whispered, hurt evident in his voice.

"Giles?" Buffy asked. She rose from the couch to stand beside him. "Are you all right?"

"Yes." he gaver her a small smile. "I really messed things up, didn't I?"

"No, Giles." Xander piped up. "Wills is just doing this to get back at your for the Lucinda incident."

Giles sank into the couch. "Well, now that Willow is dating Graham, I guess my 'picnic' is out of the question."

"Why?" Buffy stood in front of him, hands on her hips. "Why can't you go through with it? If you really love Willow."

"Of course, I love Willow." Giles yelled out. "I'd do anything for her. But, with this bloody Graham in the picture...what makes you think I have a chance?"

"Because she loves you." Xander said simply. He watched as the Watcher's emotions changed dramatically from shock, to acceptance until finally resting on contentment.

"Really?" Giles whispered, not wanting to get his hopes up. Both Buffy and Xander nodded their heads in unison. "She has for a long time." Buffy admitted.

"I never thought she would..she could.." Giles trailed off, still trying to process their admissions.

Xander smiled. "But she does."

"I've got to get her back." Giles said determinedly

"What are you going to do about Graham?" Buffy wondered.

Giles grinned. "I've got a few ideas."

****

Willow's Dorm:

"I have nothing to wear." Willow screamed, as she angrily flipped through the clothes in her closet. She had searched and searched and found nothing appropriate to wear on her date with Graham.

Graham.

A nice enough guy who was friends with her best friend's boyfriend. She couldn't quite figure out his interest in her since they'd only met twice. But, he was interested, which was a problem. She knew it was wrong for her to use him as a tool for revenge but he was convienient. He'd asked her out before but she refused, the reason being her love for Giles. But when she found out about Giles and the hussy, she'd felt betrayed and angry and hurt. She'd wanted to hurt Giles, let him have a taste of what it felt like to have a heart broken, the way he made her feel. And Graham was the perfect person to aid her. However, she was starting to regret her decision of using Graham but it was too late to back out now. Besides, she didn't want to cancel with Grahamm twice in one week, it might hurt him. 'Like you're not hurting him by using him' her inner voice scolded her.

"Stop!" she yelled aloud. "I made the date, I can't turn back the clock."

She researched her closet finally pulling out a pale green, off the shoulder gauzy dress with soft ruffles cascading her shoulders. It was springy yet fun.

"How much time do I have?" she mumbled. She glanced at her clock. She had about one hour left to go. "I guess I'll just read while waiting."

She went to her bookshelf to pick out a title when her eye caught on a photo she had on the shelf. It was of her and Giles, taken back in her sophomore year of high school. She had a tremendous crush on him back then and now...

"I love him" she said softly as she traced his picture with her finger. "Oh, Giles..."

**

Back at Giles' Apt:

"Giles, do really think this will work?" asked Xander.

"Positive." Giles replied as he ran down the stairs.

"Woo-woo!" Buffy and Xander yelled as they took in Giles' appearance. He was wearing a dark blue silk shirt with a black suit and no tie. He was dressed to the nines. Hair combed, no glasses and he was wearing his earring.

Giles blushed." Buffy, Xander..."

"Looking good, looking good." Xander said, mimicking 'Chico and the Man'.

Buffy nodded in agreement. "I totally agree, Giles. You are going to knock Willow's socks off."

"I hope you're right, Buffy." he glanced in the mirror. "Oh, and don't worry, I'll take care of Graham."

Xander looked at him skeptically."What are you going to do?"

"Nothing...much." Giles muttered under his breath. "Just a little storytelling, that's all." 'Maybe a little warning' he thought to himself.

"Try not to hurt him that much Giles." Buffy offered. "I mean he's still my boyfriend's best friend."

"I'll try." Giles turned to face them. "Look, I know my plan is a little..."

"Sneaky?" Xander offered.

"Deceitful?" Buffy teased.

Giles gave them a contrite look. "I was going to say colorful." he looked at them. "I know this sounds odd but I'm doing this because I love her."

Buffy smiled sincerely. "We know." she squeezed his hand. "As Willow once told me, Love makes you do the wacky."

"And this would certainly qualify as wacky." Xander said, earning a glance from Giles.

Buffy opened the door and shoved Giles out. "Okay, Giles. We'll take care of Graham and you take care of Willow."

"And give us all the dirty details tomorrow." Xander winked knowingly at Giles, causing him to groan.

***

Willow's Dorm, 20 minutes later:

Lying on her bed, Willow had tried for awhile now to read but couldn't do it. She tried to get her mind to concentrate on 'Sense and Sensibility' but her thoughts kept wandering. They kept wandering all the way back to Giles and what she was about to do to him and their relationship.

'If Giles hadn't done the deed with Lucinda, then none of this would be happening.' she thought, even though her heart was telling her otherwise. She knew that what Giles did was his own business and not hers but she hurt just the same. And instead of talking to him or yelling at him, she decided to confound the problem by making a date with Graham, a guy who she didn't really want to go out with. She was using Graham, while at the same time making Giles jealous and quite possibly hurting him as well.

"What did I get myself into?" she wailed, covering her face with her hands. She was thisclose to calling Graham up and cancelling, 'But he's probably on his way' she concluded.

KNOCK!! KNOCK!!!

The loud knocking pulled Willow out of her reverie and she jumped off the bed. 'He's here.' she thought, a slight nervousness overwhelming her.

"Coming!" she yelled. After taking one final glance in the mirror, Willow turned the knob and opened the door.

"Hello, Graham." she started to say before her heart jumped into her throat.

"Hello,Willow." he said in a loving tone.

"Giles?"

* * * * *

"Giles!" Willow yelled in surprise.

Smiling softly, Giles offered, "Willow, I.." he barely got out before Willow tried to slam the door on him.

"Goodbye,Giles." she started to close the door but his strength stopped her.

Pushing against the wooden door, Giles barged in, knocking Willow a little off balance. He grabbed her arm to steady her and a electric tingle surged through himm at their touch. He looked wildly into her eyes and knew she had felt it too.

Closing the door, Giles, still holding her arm, asked. "Are you all right?"

She nodded, unable to speak. The unexpected feel of Giles had sent a thrill through her that she welcomed. 'God, he's making it so hard for me', she thought as she looked at him, her gaze running up and down his body. 'WOW!' she thought, her eyes taking in his well dressed body. 'Is that an earring?' she wondered, as she stared into his handsome face.

He stared at her, wondering at her silence. At least she hadn't thrown him out yet. Squeezing her arm lightly, he began, "Willow. I came over here because I wanted to talk to you."

Snapping out of her lustful reverie, she shook him off. "We don't have anything to talk about." she turned away. "Besides, I'm expecting someone."

"He's not coming." Giles said.

"What do you mean?"

Sighing, he explained. "Graham. He's supposed to come to pick you up for a date." he leaned against her desk. "but he's not coming."

Willow furrowed her brow. "What did you do?"

"Persuade him not to come." he answered matter-of-factly.

"How?"

He smirked. "I just told him it was in his best interest not to come."

"You didn't go Ripper on him, did you?" she asked suspiciously.

"Not too much." he pushed himself away from the desk towards her. "Enough about Graham. I came to talk about us."

"There is no us." she said a little too quickly.

He reached for her hand. "Why?"

Willow turned to give him a dirty look. "Why? Why do you think?" she pulled away from him. "You and Lucinda and horizontal hula and her in your sweater and..." her voice broke as she tried to vent her frustrations.

He touched her shoulder. "Willow," he begged her. "Please let me explain." When she didn't protest, he continued, "I've been an ass. A complete ass. I made a mistake and in the process, hurt so many people." he turned her to face him. "But, no one more important than you."

She stared at the floor, not wanting to look at him, afraid that if she did, her eyes would betray her true feelings for him. Instead, she kept silent and let him continue.

"Over the past few weeks, I've felt that we were growing closer than ever before. And I had hoped.." he stepped away from her, "..for something more."

He continued. "Yesterday, when Anya and Xander came over, Anya, in her less than subtle way, let it slip that you had a date with Graham." he said the name in a loathsome way that Willow looked at him curiously. "I was upset to say the least. So, I went downtown."

He shoved his hands into his pockets. "I went to the bar and had a few drinks. Actually, more than a few.." he went on, "After awhile, Lucinda came over."

Willow choked. "I don't need to hear anymore."

Giles quickly strode to her and grabbed her. "No, you have to." he gazed pleadingly into her. "Please?"

Nodding faintly, she relaxed somewhat and he preceded. "Anyway, by that time I was completely drunk and when she came over, I glanced up and saw you."

"What?" she exploded.

"Green eyes, auburn hair. Her eyes reminded me of yours." he released her. "And in my condition, I thought she was you. I so wanted it to be you." he pressed on. "Well, we started talking and drinking and the next thing I knew we were.." he trailed off.

"Getting it on?" she offered, a hint of sarcasm in her voice.

He nodded. "Yes. I guess I was flattered that she wanted me. That someone wanted me." he admitted. Willow's heart melted at his admission. She didn't realize how lonely he was at times, how much he was taken for granted. 'Giles, I still want you.' she thought to herself.

"Giles.." she started to speak before he shushed her.

"Willow, please.." he begged. "It was a mistake. I was drunk, lonely and I thought you had rejected me by dating Graham, and it shouldn't have happened." He looked straight into her eyes, "Please forgive me. I know we can't ever be more after what I did, but I don't want to ruin our friendship anymore than I already have." he grabbed her arms, "I'm sorry."

Willow stood there, processing all that Giles had said. It was obvious that what went on between him and Lucinda was a mistake. It didn't make it hurt any less but she was relieved that he wasn't serious about Lucinda. And that he was truly sorry.

She looked at him and saw his face, and her heart softened. He looked so forlorn, so dejected that all she wanted to do was wrap her arms around him and kiss him. She knew what she had to do.

"Giles," she began, "I'm sorry, too."

His head snapped up at her words. "What?"

She nodded. "For pulling that stunt with Graham. I shouldn't have done it but I did." she started to pace a little. "Oh, Giles. I was just so angry and hurt and I guess I wanted you to feel the same way I felt when I found out about Lucinda." she faced him. "Forgive me."

Giles couldn't believe his ears. She was apologizing to him, even though he started this whole mess. 'Gods, she's an angel.' he mused.

He stepped toward her and grabbed her hands. "Willow," he brought them up to his lips, "You have nothing to be sorry for. I made the mistake. You only reacted because of my stupidity." he squeezed her hands. "Forgive me."

She stepped closer to him as well. "I forgive you, Giles."

Giles released the breath he'd been holding and thanked whatever gods might be listening. He pulled her to him and held her close. "Thank God." he whispered, wrapping his arms around her.

Tangling his hands into her hair, Giles pulled her back to gaze into her eyes. "My beautiful, sweet Willow..." he said lovingly. "I love you more than anything."

And before Willow could respond, Giles crushed his lips to hers in a mind searing kiss. Nibbling and sucking, he swept his tongue across her mouth until she opened it for him. He plunged his tongue inside, sweeping it all around her mouth, claiming her as his own. Willow moaned at the invasion and gave herself over to him completely, wrapping her arms around his waistt, holding him to her.

Needing some air, Giles pulled back, panting harshly. He glanced down and smiled lovingly at her. She had the most beautiful look on her face. Part passion, part love, all glorious. He ran his hand down her face, caressing her skin lightly.

She opened her eyes and smiled sweetly at him. "Wow." she exclaimed, licking her lips.

He grinned sexily. "Wow, indeed."

"I love you too, Giles." she admitted, smiling up at him.

"Willow," he offered, before giving her another spine tingling kiss.

Pulling away, Willow said. "Mmmm, you're a good kisser."

He smiled rakishly. "I'm better at other things too, love."

"Will you show me?" she asked, her heart speeding up at his words.

"Later, love." he ran his hands through her hair lovingly.

"Later?" she pouted.

He ran his finger across her pouty lips. "Not much later, I promise." he lightly kissed her pout. "I want to take you out. Make it up to you."

"Giles," she offered. "You don't need to."

He shook his head. "No,Willow. I want to. I'd do anything for you." he kissed her nose. "Let's go to Stanley's."

"Oooh...Stanleys." she replied, her eyes wide. "Fancy."

"Nothing but the best for my Willow." he said, as he wrapped his arm around her.

As they were walking to the door, Willow asked, with a twinkle in her eye. "Then will you show me what things you do best?"

"Forever and ever, if you'd like." he replied, with a Ripper-like smile.

Willow couldn't wait.