__Yours, Mine and Ours__
By Monique and Eileen



"'Nother cookie?" Willow asked Giles hopefully as she
held out yet another plate of sweets.

His eyes were slightly glazed over as the sugar high
was starting to wear off. "No, no. I think I reached
my limit a few dozen ago."

Willow smiled sadly, and her face fell.

"I'll have another," Spike offered.

The loud ringing from the telephone interrupted what
was sure to be a sarcastic comment from Giles.
"Hello?" Giles answered. "What? Really?" He frowned
and looked from Spike to Willow and back again. "Yes,
yes. I know you wouldn't make this up, Xander. -- Yes,
I'm sure you'd rather be doing -- things with fruit
rollups," He rolled his eyes and sighed. "Yes, yes.
Tell Buffy I'll be there shortly." He hung up the
phone and pursed his lips.

"Trouble?" Willow asked nervously. "More me fallout?"

He waved his hand dismissively. "Slight residual
demon," he said absently.

"I'll go," she announced. "It's my mess, so I'll clean
it up."

Giles frowned. "I think not," he said curtly. "You can
stay here and keep an eye on Spike." He looked
uneasily at the vampire. He was tied up, but still. He
frowned and glowered at the blonde.

"Be nice," he warned him.

Spike snorted. "Like an angel," he said bitterly.

Giles looked down at Willow. "If he gives you any
trouble, stake him."

"You sure I couldn't go? Maybe die bravely? Something
really martyr-y? De-guilt myself?"

Giles looked into her beautiful emerald eyes. They
seemed to be able to hold a sadness like no others. He
fought back the urge to comfort her. Hold her.
Caress--

"Don't you have a demon to fight?" Spike prompted,
interrupting Giles' thoughts.

"Hmm?" he said distractedly, not ready to look away
just yet. "Right," he said finally. He turned and
glared at the vampire, who smiled in return.

"Don't worry, mate. Red and I will find some way to
pass the time," he said with smirk.

Giles grunted and handed Willow a stake. With another
pointed glance at Spike he hurried into the night.

Willow flopped down onto the sofa and idly twirled the
stake in her hand. After a few minutes of silence,
Willow let out a long ragged sigh.

Spike rolled his eyes.

The silence stretched out further, then the vampire
heard a small sniffle. The sniffle grew into another
and then another.

The vampire winced. There was something about a woman
crying that was always like a stake through his heart,
so to speak.

"Are you crying?" he said sharply, annoyed that he was
actually feeling something for these people.

"No," she said, trying to sound like she wasn't
crying.

He sighed. "It's not worth balling over. You made a
mistake," he reasoned. "True, some of your friends
almost died. But there are worse things."

"Ohhhh," she wailed in dismay and the sobs came
quicker.

The sound of her tears was really too much to bear.
"Oh, bloody hell," he rasped as he reached behind the
chair he was tied to and undid the ropes.

He slid onto the couch next to her and tentatively
touched her shoulder. "There, there," he said
awkwardly.

She turned and buried her face into his chest. The
stake, still in her hand, waived precariously in front
of Spike's face. He frowned and pried it from her
fingers, tossing it behind the sofa.

He pulled her closer. "Now, kitten, it's not so
terrible really," he soothed.

"I'm a bad, bad person," she moaned.

He shook his head. "Shush. No, you're not. *I'm* a bad
person. I ought to know."

She sniffled and looked up at him. "You're not so
bad."

He snorted. "Well, I would be if I could, I promise
you that!" Spike protested. "No reason to be
insulting."

"I'm sorry," she said meekly, looking so small. "I
know you'd kill me if you could," she offered sweetly.

He sighed and frowned, wondering if he really would
kill her now if he had the chance. "Yes, well. Kind of
a moot point isn't it?" he grumbled.

Willow nodded in understanding and rested her head
against his chest. He continued to soothe her,
absently caressing her hair.

"Giles thinks I'm a bad person," Willow said sadly.

"Giles is a pillock," Spike said bluntly. Willow
giggled. He brushed away her tears. "You and me, Red.
We're just misunderstood, that's what it is."

"Yeah," she said softly lifting her head and smiling
tentatively.

Spike found himself in the same position Giles had
earlier. Looking into the loveliest emerald eyes. Eyes
full of pain and loss. Eyes struggling not to cry.
Eyes that seemed to draw him in. They gazed at each
other for a long moment. Willow's breathing grew
shallower and her eyes bigger. She could feel -
something - spark between them.

Without thinking, Spike lowered his head and brushed a
light kiss across her lips. She gasped slightly, and
he took advantage of the opening of her lips to steal
another kiss. This one longer and deeper.

He pressed his lips to hers and slid his tongue along
the slight opening. There was a moment of hesitation
and then her whole body relaxed slightly as she
allowed him to draw her completely into his arms. He
slid his tongue along hers and then tickled the roof
of her mouth. The small moan she gave caused his skin
to prickle, as if electricity danced over him. He
deepened the kiss further and then her tongue joined
his in the dance.

Spike pushed her further back on the couch. For the
first time that evening, her mind wasn't on the pain
she felt over Oz or her guilt over what happened to
her friends. She was enjoying the sheer pleasure of
simple sensation. The roughness of his tongue, the
sweetness of his lips, the smooth touch of his hands
tracing fire through her veins, the satisfying press
of his body, his weight, against her. His hand
caressed her hair, her cheek, her neck while his mouth
continued its assault on hers.

Her neck, it called to him. He could feel the warmth
of the blood pulsing through her veins; hear her pulse
flutter rapidly underneath the thin, white skin of her
neck. She had a sweet seductive smell that was all
her own. He finally released her mouth and moved
slowly along her jaw to the crook of her neck. He
heard her small gasps as she tried to breath and
relished his power over her. Her skin tasted sweeter
than he could have imagined. He was glad to finally
get the taste of Slayer out of his mouth.

He kissed his way back up to her mouth and captured it
again. She clung to him as if she were drowning. She
wrapped her arms around his neck, holding him as close
to her as she could. She was oblivious to where she
was and nearly oblivious to whom she was kissing.
Instinct and need drove her passions.

Spike found himself falling deeper under the spell
Willow's body was casting over him. The taste of her,
the smell of her, the feel of her - all of it
overwhelming him.

Her vulnerability had always attracted him - but her
shakily defiant courage in the face of his threats the
previous year had touched something in him. When he'd
seen her in the dorm room that night - Spike had been
disappointed, but not for the reason Willow had
thought. It was Buffy he wanted to kill - not Willow.
He'd never wanted to -kill- the redhead. But he
wouldn't allow himself that sort of weakness, but he
had his pride, so he attacked her. He still wasn't
sure if he was more angry or relieved that he'd been
unable to do anything then.

But he could do something now. He could finally have
his way with the witch. She had been teasing at the
edge of his mind for the last few months. He would
take her now. Take her, use her and be done with her.
He broke the kiss long enough to allow her some
oxygen and started pulling her shirt over her head.
He wanted to be able to touch and taste all of her,
and tonight he would not be denied.

The cool air on her chest caused her eyes to pop open
and her brain to engage. Spike. She was kissing
Spike. No, more than that; she was making out with
Spike. On the couch. On *Giles'* couch. She was
making out with Spike on Giles' couch. 'Oh gods,' she
thought to herself. 'What *am* I doing?' She heard
the small plop of her shirt hitting the floor as she
looked into the passion-filled eyes of the vampire she
was supposed to be "keeping an eye on".

"Noooo, no-no-no-no-no," she suddenly stuttered,
trying to push Spike away, to push herself into a
sitting position and cover her exposed chest. Since
she was trying to do three things at once, none of
them succeeded very well. Spike raised an eyebrow at
the suddenly jittery witch and then frowned. "What's
the matter, kitten?" he asked. "Are you cold? I'll
warm you up soon enough"

"No, not cold. Well, yes, cold, but we can't do this
here," Willow squeaked.

Spike gave her a sly grin, "Well, I've been sleeping
the in bathtub, darlin'. The couch is much more
comfortable, I assure you."

"No-no," Willow shook her head. "I mean we *can't* do
*this*."

"Can't we?" he said seductively.

"It's-it's wrong. I shouldn't -- You shouldn't -- We
shouldn't."

Willow looked ready to cry again and Spike frowned.
"Why not?"

"I'm in love with Oz!" she blurted. Spike's eyes
narrowed with anger. "What's that got to do with
anything?" he asked sharply.

"I shouldn't be k-kissing you," she offered. "It's
not right - he's, he's..."

"He's not here." Willow winced at the brutal words.
"He left, remember, Red? Left you behind - Look at
me, Red." Spike said. She shook her head, but he
pushed her chin up and commanded, "Willow, look at
me." She raised her eyes to his. The passion was
still there compounded with something else she wasn't
sure she wanted to name.

"He's gone. But we're here. You and me. Why
shouldn't we take a little 'comfort' in each other's
arms? Who's it gonna hurt? Him? Ha, don't make me
laugh," Spike said bitterly.

"Are you gonna sit waiting for him to come back?
Wait, and be the 'good little girl' everybody thinks
you are?" Spike made his voice as mocking as possible.
"Well, I know better, Red. You aren't all sweetness
and light. You don't always have to do what you're
expected to do. Go with your instincts."

"But, but I'm no good at instincts," said Willow
angrily.

"How do you know? Have you ever tried?" Spike looked
scornful. "Or have you been a little, goody-two-shoes
your whole life. Always doing the 'right thing'?
Haven't you ever wanted to be even just a little bit
bad?"

"I've tried. It doesn't work. Look at tonight!
Things always go wrong!" Willow was almost shouting,
trying to block out his words. His tone wasn't
seductive, it was mocking, but the words themselves
touched something in her that wanted desperately to
just let go.

"Always?" Spike asked skeptically.

"Yes, alw..." Willow started, but suddenly she was
confronted with an image from her past. Percy. Percy
doing his homework. Percy jumping at her command.
That one piece of "being bad" had actually worked out
pretty well. "Well, nearly always. I don't do bad
very well." Her voice had trailed off uncertainly.

The anger faded from Spike's face to be replaced by
amusement. "That's just because you never had a good
teacher," he said with a seductive grin. "I'm very
good at being bad." He leaned in a little closer. "Let
me show you how good it feels to be bad." He reached
out and trailed his hand down her shoulder and arm and
across her stomach.

She gasped, but didn't stop him.

He leaned forward again and Willow watched him,
mesmerized by his touch. He traced her lips with his
and feathered his hand up to her breast again.
Cupping it, the nipple hardened beneath his palm, and
he could feel the small, short breaths that Willow
began taking. His knee nudged its way between her
thighs.

"Let me in, Willow," he demanded. "Invite me in."
Willow knew she should listen to the voice in her head
reminding her of all the bad things that could happen.
But it was drowned out by another voice. A voice
that sounded a lot like her own. 'Wanna be bad?' it
asked. And looking into the brown eyes of the man who
was sending her hormones into a raging frenzy.

Willow met his eyes and whispered, "Come in." He
didn't need to be told twice. He dove down onto her
mouth as his hand roughly squeezed her breast. She
kissed him back - savagely, nearly biting his tongue.

Spike smiled to himself. This was the stuff. He
pushed her roughly back onto the couch and ravished
her mouth with his. She gave as good as she got,
sucking, nipping, tangling. He shifted just enough to
tug at her bra-strap. Unable to get it undone, he
ripped his mouth from hers, growled slightly and
changing into game face, bit through the thin fabric
holding it together.

Her breasts exposed, he sucked her nipple into his
mouth. She gasped slightly and grabbed his hair,
holding him to her chest. He nipped and teased with
his tongue, bringing Willow into a kind of a frenzy.
She let go of his hair to tug at his shirt. "Off,"
she panted. He raised himself enough to start
undressing. His hands fumbled on his buttons, and she
slapped his away. Spike smiled smugly to himself and
let her have her way.

She met his eyes again and smiled as she ripped at the
fabric, sending buttons flying. He looked at her in
shock, then anger. "That was my favorite shirt," he
complained. But his anger turned quickly into delight,
as he saw the look in her eyes - hungry and feral.

She ran her hands over his flat stomach, and then down
over the bulge in his jeans. He bucked into her palm,
convulsively. She looked up at him with a sly grin,
running her hands back up to his stomach. Then,
unexpectedly, she shoved him back. He fell onto the
cushions and couldn't believe it when she laughed
harshly and said, "Thanks for the lesson."

She got up off the couch and leaned over to grab her
shirt.

He snarled slightly and grabbed her hair, dragging her
back to the couch. "Lesson's not over," he exclaimed,
pulling her up tight against him where she could feel
his arousal. She shivered as he ran his hands over
her exposed breasts and began to knead them. She
turned her head to glare at him, and he captured her
lips with his again. He kissed her angrily, his mouth
dominating hers. Tongue tangled with tongue; her
hands clutching his thighs as she wiggled in his lap,
causing him to harden further. As she wiggled, her
heavy boot caught Spike mid-calf, causing him to yelp
and let go.

"Bloody hell, woman," he cried. "What are you
wearing, army boots?"

"Sort of," Willow smiled coyly as she extended her
leg, showing him the half boots she had on.

"Well, take 'em off. You could do a bloke serious
damage with those things."

"You've still got your shoes on," she pointed out.
"I'll take off mine, if you take off yours." Spike
smiled warily at the redhead. He slowly leaned
forward, keeping his eye on her all the while, and
began taking off his shoes. She mimicked his actions,
slowly unlacing her boots and removing them, seemingly
unconscious of the fact that she was still half-naked.
When she removed her boots completely, she stood up
suddenly, making Spike lunge to his feet too.

They eyed each other warily, like gunfighters. Willow
placed her hand behind her back, causing her breasts
to stick out. Spike's eyes were riveted there and he
barely noticed the slight sound of a zipper being
undone. But he did notice that the material of her
skirt loosened. She cocked her head at him with a
querying look and raised an eyebrow in question.

He reached forward and undid his belt buckle.
Glancing at her, he saw her shake her head. "Not good
enough" was definitely the look on her face. He liked
this game. He slowly unzipped his jeans. She began to
slide the material down over her hips as he did the
same. Then she let go and stepped out of the skirt.
He caught his lip in his teeth and shoved out of his
pants with a singular lack of grace. Stumbling
forward he grabbed her to him and ground his pelvis
into hers.

She tilted her head back, "How'm I doin', Teach?" she
asked, offering her neck to him with a slightly
taunting look. He growled again and ignoring her
neck, kissed her hard. Her hands closed over his hips
and then slid over his ass, pulling him toward her.
He wasted no time pushing her back onto the couch.
She tried to him roll over so that she was on top, but
he pushed her right back.

She ran her hands up to his back and then down again,
nails out and lightly scraping the surface of his
skin, sending shivers of excitement up his spine. His
hands were everywhere, on her breasts, down her
stomach, sliding beneath the fabric of her panties.

"Class is now in session," he growled.
Slowly, Willow started to wake up. She rolled over in
her bed. No, not her bed. Not any bed. Too hard. Way
too hard. And cold. And what was that awful smell?
God, something was burning!

"Fire! Fire!" she screeched, sitting up with a jerk.

"What? What? Where?" came a male voice next to her.

"Spike?" she squeaked. She looked around frantically.
She was sitting on Giles' living room floor. Naked!
And an equally naked Spike was sitting next to her.

"Hello, kitten," Spike purred coming fully awake. Then
his eyes went wide, and he screamed. "YOW! I'm on
bloody fire!" He jumped over Willow. Yup, completely
naked.

"You're naked!" Willow said accusingly. She jumped up
and looked at herself. "I'm naked!"

"*I'm* on fire!" he yelled back.

And dashed past the window and into the kitchen,
turning on the faucet full steam. "Bugger it!" he
wailed as he put his burning hand under the faucet.
"Ahhh." He leaned heavily on the counter.

Willow drew the curtains over the window closed and
turned to the kitchen. Her eyes popped out of her
head, watching him in awe. She had been too busy
touching him last night to look at him.

Last night - those words penetrated the sensual haze
that had started in her brain at the sight of Spike
naked. It was completely dispelled by Spike's next
words.

"Morning, love," he cooed.

"D-don't call me that!"

"Why not?" he said looking at his hand.

"B-because last night. That - that wasn't me!" she
said frantically.

He narrowed his eyes. "It wasn't?"

"No. No. No. I mean - I mean, it *was* me, but it
wasn't *me*, I mean -- Oh, Goddess! What are we gonna
do?" She tried covering herself with her hands but
found she was at least one hand short.

"Do? Nothing," he said casually, watching her
contortions with lot of amusement and a little dollop
of rising lust.

"Nothing?" Willow focused in on him, her pride piqued.
"So, what? I was just a one night stand, is that it?"
In her irritation, she forgot to cover herself and put
her hands on her hips to glare at him.

He chuckled and smiled seductively. "Hardly. I'd take
you again, right now." He opened the fridge. "I think
we still have some cream left."

"No! We-we can't!" She looked at Giles' apartment. It
was a disaster area. Clothes, pieces of clothes and
various food products littered the floor - oh, Goddess
and the wall? What had she done! "L-Look at this
place!"

"Rather look at you," he said with a smirk.

She glared at him and felt the heat of his gaze. She
looked down, suddenly remembering again that she was
completely naked. "My clothes. Oh, God, hurry! They
could be here any minute!"

"So let them. I don't mind an audience," he said
smugl,y leaning against the counter.

"Spike! Listen to me. Giles and Buffy. Bu-ffy.
Slay-er. Will be here soon! Does the phrase 'big pile
of dust' mean anything to you?"

"Clothes!" he yelped falling to his knees and grabbing
his underwear. They both scurried about cleaning and
dressing.

"Where's my underwear? Where's my underwear??" Willow
cried in a panic.

"Found your bra!" Spike said triumphantly holding up a
scrap of lace. "Well, part of it anyway."

"Oh Goddess," she wailed taking the shred of cloth
from him. "That was my favorite bra."

Spike had managed to dress, everything except his
shirt, which Willow had destroyed last night. He ran
into the kitchen and opened the microwave.

Willow, down on her hands and knees in the living
room, looked under the sofa, still no panties, when
she heard Spike fussing around in the kitchen. She ran
in to see what the hell he was doing.

He put a bag of popcorn in the microwave.

"I can't believe you're hungry!" she said.

"I'm not. I'm burning popcorn. It's the only thing
that's more acrid that burning flesh."

"Oh."

"Oh," he said rolling his eyes.

Willow fidgeted nervously. "What are we gonna say? I
mean they're gonna know something went on. I know they
are, and I don't lie very well. I get all nervous and
just kinda babble until the truth just comes spilling
out. And they all know it, they're gonna take one look
at me and know. Oh, Gods what are we gonna do?"

"Shut -- up," he said shaking his head.

"Hey!" she said indignantly. "That's not very nice."

"No, I mean that's the key to lying. Less is more.
Just keep your mouth shut. If they ask a question,
just say 'dunno' and then keep your gob shut."

"Really?" she asked, surprised at the simplicity.

"Really," he assured her. "Now be a love and go steal
one of the Watcher's shirts for me."

She nodded, still thinking about what he'd said, and
hurried upstairs.

"Preferably something from this decade!" he called out
after her.

*****

The residual demon turned out to be three and after a
long night of chasing and finally destroying them, the
gang was beat. Buffy went back to her dorm, while Anya
and Xander said something again about fruit rollups.

Giles dragged himself home and found things just as he
had left them. Spike was tied to the chair and Willow
was warming a mug of blood for him.

"Everybody okay?" she asked anxiously. "Cause we're
okay here. Nothing going..." she felt the glare from
Spike even from the other room and swallowed the rest
of her babble.

"Everyone's fine," Giles assured her. "What-- what's
the awful smell?"

"Burnt popcorn," she said quickly. "I burned some.
Sorry. When they say cooking times may vary. Well...
sorry."

Giles joined her in the kitchen and gave her a gentle
smile. "It's all right," he said.

He noticed that Willow looked a little flushed. He
moved to her side. "Are you all right, Willow?" he
asked with concern, as he placed his hand against her
forehead. She instinctively leaned into his touch and
sighed. After everything that happened last night, why
did Giles' touch still affect her so?

Spike growled.

Willow pulled away and looked nervously up at Giles.
"I'm fine." She grabbed the mug of blood and hurried
to Spike.

'I really should stop touching her,' Giles thought.
'If only I could.' He watched her give the mug to the
vampire. He didn't particularly like what he saw. The
man was ignoring the fresh warm, blood and ogling the
fresh, warm Willow.

"Spike!" Giles called out, startling the vampire so
much he spilled the blood down the front of his shirt.

"Bloody hell! Now, look what you've done. Ruined my
shirt."

Giles' eyes narrowed. He walked slowly toward the
vampire. "Actually, that's *my* shirt! What the hell
are you doing in my shirt?" he demanded. "Willow?"

"Well, it's a funny story," she started.

"No, it's not," Spike said meaningfully. "I loved *my*
shirt. Can't find them anymore. Bloodstains are almost
impossible to get out as we found out," he said
looking down at his bloody chest. "Sorry, mate. Buy
some club soda will ya? I hear that does wonders."

"Take it off," Giles commanded.

Spike raised a sexy eyebrow and slanted a wicked grin
sideways at Willow. "Ooh, Watcher, I didn't know you
cared. It's all so sudden."

Willow stifled a smile at Giles' affronted look and
scurried into the kitchen.

"I-I, that's not... Shut your bloody mouth!" Giles
snapped as he turned and stalked away into the
kitchen.

Spike grinned. The Watcher was so easy to distract.
Pitiful really.

Giles scowled as he came up to Willow. Her shoulders
were shaking and her head was bowed. He put a
comforting hand on her shoulder. "Don't let him upset
you." He turned her gently.

She looked up at him under her eyelashes, biting her
lips to keep from giving into the laughter she felt
bubbling up. Thankfully, he misunderstood and pulled
her into his arms. "He's all bark and no bite, I
promise."

Spike growled again. Not only did he have to listen to
this git's insults, but watch him cop a feel too!

Willow nodded against Giles' chest. His strong, firm
chest. She loved the feel of his arms around her. The
strength and gentleness of his touch.

'Gods, she's soft,' Giles thought. 'Her hair, her
skin, her--'. She took a deep breath and that extra
soft part brushed up against his chest. Feeling his
body start to react, Giles cleared his throat and
stepped away, but kept his hands on her shoulders.

"I won't leave you alone with him again," he assured
her.

"No!" she said too loudly. "I mean. I can handle
Spike," she added with her best resolve face.

'Anytime,' thought the vampire.

Giles smiled at the brave young woman and chuckled.
"No doubt."

***

"What is Pythagorean Theorem?!" Willow yelled.

"Would you stop that," Buffy said to Willow - as she
glared at Spike, the blue-eyed vampire, who was openly
snickering at Buffy's frustration.

"Stop what?" Willow asked innocently.

"Yeah! Cut it out, Willow," Xander chimed in.

"You don't have to get excited," Anya said squeezing
his arm. "Unless you want to. Do you want to? Are
you excited? Cause if you are..." she added nodding to
the door.

"What'd I do?" she asked again. "Oh, wait... Who was
Pizarro?!" she screamed.

"That!" Buffy said. "Do you have to know everything?
And do you have to know it at the top of your lungs?"

"Would you all please keep it down to a dull roar?
Some of us are trying to work," Giles said yet again.

"Sorry," Willow said sheepishly.

"And would you turn that infernal thing off?" he said
pointing to the television.

"You said we could watch educational stuff," Willow
complained. "Jeopardy's better than school."

"Yes, I know. But with this new menace --- I --" He
shook his head and sighed.

"Okay troops," Buffy said rising to he feet. "Let's
wear out our welcome someplace else."

They started to gather their things.

"Maybe we can get kicked out of the Bronze!" Willow
suggested.

"I'm sure you could," Giles said. "But I'm afraid ?€“
Buffy, we need to patrol early tonight. And then I
must finish this reading."

"Great," she sighed.

"What about Spike?" Xander asked.

"What about me? I don't need a nanny, you know," he
said peevishly.

Spike was no longer tied up every minute of every day,
but they weren't ready to have him run free either.
Not that *he* really minded. Aside from the free
blood, there was the wild monkey sex with the little
witch. All in all, not a bad deal.

Giles ignored him. "Funny you should mention that,
Xander," Giles said pointedly. "I think it's your turn
to take him."

"But- but - I have plans -- I --" Xander sputtered.

"We were going to have sex," Anya said bluntly.

"Yes, well," Giles said, with his British version of
the "eww" face.

"I'll take him," Willow said, doing her best to ignore
the wicked smirk from Spike.

"Willow, that's very generous, but you've already had
Spike twice this week," Giles said.

Spike snorted. 'And how!' he thought to himself.

Giles glared at the vampire. "And besides, where would
you keep him?"

"In the dorm room," she said happily. "I've got tons
of studying to do, and there are lots of people
around."

"I don't know," Xander said. Anya leaned in and
whispered in his ear. His eyes went wide and a blush
covered his face. "Okay, they'll be fine."

"You're sure, Wills?" Buffy asked. "I mean, I might be
back really late."

Willow smiled brightly. "That'll be just fine. Take
your time! I mean, uh, no problem." Don't sound so
eager, she scolded herself.

Giles shook his head. "I don't know. I can't help but
feel I'm taking advantage."

Spike laughed, unable to control himself. Willow
glared at him and turned back to Giles smiling
innocently. 'If you only you knew, Spike thought
gleefully.

*****

"You're sure about this?" Giles asked uneasily.

"I'll be fine," Willow said with a smile. "Now go hunt
down that demon."

Giles warily eyed Spike, who merely grinned smugly.

"Come on, Giles. Let's get this show on the road,"
Buffy said opening the door to the hallway and hefting
her weapons bag over her shoulder.

"All right," Giles said with a sigh. He looked once
again at Willow and gave her a small smile. She looked
so beautiful these days, even more so than usual. Her
skin was smoother, her hair shinier, her smile --
almost as though --

"Giles!" Buffy cried. "Come on!"

"W-what? Oh, r-right. Goodnight then."

"Be careful," Willow said.

"Oh yes, do," Spike added with patently false concern.

Giles scowled at him and opened the door. Buffy
stepped out into the hall, and Giles soon followed
closing the door behind them.

"Do you think they'll be all right?" Giles asked her.

"Please," Buffy said rolling her eyes. "He may be a--"
she stopped in mid-sentence as one of their dorm mates
came down the hall.

"Hey Buffy," Denise said.

"Hi, Denise," she replied with a smile.

"I can't help but worry," Giles said. "Part of the job
description." He frowned. "Do you have everything you
need?"

"Gee, *Dad* let me think," Buffy said with a dramatic
sigh. "It's only like I've done this hundreds of
times. Hello?"

"Hmm? Oh," he said distractedly. "Right. Sorry."

"Let's get this over with," Buffy said heading toward
the stairs.

"Yes, y-you go on ahead - I'll catch you up. T-there's
something I wanted to ask Willow."

"Whatever," she said. "I'll be downstairs."

Giles stood nervously in the hall. He looked back at
the door and held the knob. He was uncomfortable
leaving Willow and Spike alone together in her dorm
room. Why that bothered him more than leaving them
alone in his apartment, wasn?€™t something he could
quite put his finger on. Spike might not be a killer
any more, but he wasn't ready to trust the vampire
either.

He gripped the handle, struggling with his indecision.
Finally, he gave a quick knock and re-entered.

Denise, returning down the hall, saw him go in the
room. 'Buffy's dad is kinda cute,' she thought. 'And
that accent! I wonder if "Semester Abroad" is still
taking applications?'

"Lie down," Willow said as she pushed Spike back onto
the small bed.

"Willow!" Giles called out.

She spun around. "What-what are you doing here?"

"I -I," he stammered. "W-what?€”w-was he misbehaving?"

"No! I mean, I was just putting him in bed. I mean, on
the bed," she babbled.

"Humph," snorted Spike. "She won't let me play with
the computer," Spike said with a grin.

"Oh," Giles said coming up short. "I see."

"Is there something you needed?" Willow asked.

"No," Giles replied with a sigh. "Just you."

"What?"

"Yes," echoed Spike. "What?"

"Ah, ah, uh, I m-m-mean," Giles stammered. "Just you
-- behave," he said turning to glare at Spike. 'Dear
God,' he thought. 'I actually said that aloud.'

"Oh," Willow said unable to keep the disappointment
out of her voice.

"Well, goodnight," Giles said nervously as he hastily
made an exit before saying anything else idiotic.

Spike frowned. He noticed the wistful look on Willow's
face as she gazed at the closed door. 'Can't have
that,' he thought.

He patted the bed. "Come here, you little witch."

"Hmm?" Willow said, noticing the wicked grin on his
face. "Who me?" she said coyly.

"Playing hard to get?" he asked through narrowed eyes.

"Do you want me to?" she said playfully.

With lightening speed, he jumped off the bed and
grabbed her.

"That wasn't so hard," he purred.

She reached down and ran her hand along his erection.
"I wouldn't say that."


*****

Later that night, Denise was about to knock on
Willow's door, when she heard a giggle from inside.

"That doesn't go there!" Willow admonished with a
husky laugh.

"Oh, no? Where then, luv? Will you show me?" said a
man's voice with a British accent.

"Ummm, how about h-h-h“ oh - Oh! Oh my," she purred.

'Wow,' Denise thought. 'Willow and Buffy's dad! Damn.
California really is progressive!' Quietly, she backed
away from the door. She could get that petition
signed some other time.

*****

As people are want to do, the gang was getting into the habit
of leaving Spike with Willow. Neither seemed to mind,
and everyone was just as happy somebody else was
taking the responsibility. Everyone but Giles.

He'd noticed how different Willow acted this past
week. It wasnt just her ready smile and happy glow.
That could be due to her finally getting over Oz. It
was that she seemed so much more physical. She was
always touching him now. He didnt mind it so much,
except he noticed that she was doing it to Xander,
Spike and to Riley as well. It was that her skin was
practically glowing, and maybe it *was* just his
over-active imagination, but he was pretty sure she
wasn't wearing a bra anymore. Not that he should have
noticed that, but well, he couldn't help it.

He'd always found Willow attractive, more than that
really, but what was a man to do? She was young, too
young and there'd been Oz, bastard, and now---

And now she was even more appealing than ever. She
seemed to be giving off the smell of sex itself.
Constantly. He couldnt seem to be around her anymore
without having to deal with a burgeoning erection.
He'd chastised himself several times for thinking of sweet
Willow that way. And yet ---

Giles was on his way to get some supplies, when his
thoughts once again strayed to Willow. That's not
actually correct. They'd have to be on something else
in order to stray, and with each passing day, all he
could do was think about her. He began to wonder if
there weren't something magickal at work. And if he
felt this way, maybe others felt it too. Other men.
Other vampire men. Other blond vampires.

Other blond vampires who had seemed awfully eager to
get him out of the apartment. Other blond vampires
who told him to make sure he got a specific brand of
peanut butter that was only available at a store at
least one hour out of town. His anxiety grew by leaps
and bounds, and Giles turned the car around and drove
back to his apartment.

Nervously, Giles fumbled with his keys, finally
managing to get the front door open. But as he made
his way into his apartment, he didn't see any sign of
Willow or Spike. 'If that bastard's done anything --'

He heard a muffled sound coming from the bathroom,
followed by the distinct clank of chains against the
porcelain tub. He must have given her trouble, and
she's locked him up, he thought. 'Good girl!'

The door to the bath was slightly ajar and as he came
down the hall, he heard Spike say, "Easy there,
kitten."

Giles was about to make yet another witty rejoinder,
when he stopped dead in his tracks. Yes, Spike was
chained to the tub, but --- but -- but he was naked,
with his back to the door. And, as if that weren't
enough, he wasn't alone! A very naked girl was there
with him, hidden behind the vampire's body.

"I thought you liked it rough," she purred kissing her
way down his neck and biting his nipple.

"Willow!" Spike growled.

"Willow!" Giles roared, throwing the door the rest of
the way open.

Willow peeked out from behind Spike's body. "Ripper,"
she breathed.

***
 
"Ripper" breathed Willow.

Spike looked perplexed.  "What?" he said to Willow.
Then shaking his head, he spoke to Giles, "Look mate,
it's not - " but he got no further.

In two bounds, Giles was at the tub and before Willow
could get out more than a "gleep", he'd snatched her
up. "Hey!" yelled Spike.

Ignoring him, Giles stormed out of the bathroom, with
Willow under his arm rather like a wriggly package.
She had time to give Spike a "hold on" sort of look
before the door slammed shut behind them.

"Hey," yelled Spike again.  "What the hell -- "

- - - -

In the living room, Willow echoed that cry as Giles
slung her onto the couch.  "What the heck do you think
you're doing?"

"I'm doing!?" Giles bellowed at her.  "What the hell
do I think *I'm* doing?  I'd bloody well like to know
what you think you're doing!?!"

Willow got up off the couch and glared at Giles. Even
in 'Ripper-mode', he wasn't going to scare her. "I
don't think that's any of your business.  I'm a grown
woman now."

Giles snorted.  Willow's eyes narrowed in anger.  "I -
am - a - grown - woman," she repeated through clenched
teeth.  "And who I sleep with is none of your
concern."

Spike kept his mouth shut, trying to hear the argument
going on in the living room.  He'd known Giles
wouldn't be too happy, but as long as he didn't come
back in with something wooden and pointy --- Spike
just wished he could get out of these restraints soon
and join in.  He always loved a good brawl.

"I wouldn't call what you were doing in there
sleeping.  And where you do *that*," Giles sneered,
"is my business and this is MY goddamn housed and MY
goddamned bathtub! For Christ sake!"

His eyes raked up and down her naked body. His anger
was equalled only by his arousal. "I suppose it's safe
to assume," he said through clenched teeth, "that this
is not the first time."

He took a step forward, menacingly, his eyes flashing
with combination of passion and fury. "What a bloody
fool I've been! Sweet, innocent Willow -- ha! That's a
laugh.  When all the time -- " He turned away and
paced furiously. "I didn't dare to touch you! And here
you are--" He stopped and spun to face her. "Christ,
Willow. First, a wolf, now a vampire. Is there any
creature you *won't* sleep with?"

CRACK - even through the close door, Spike could hear
the sound of that slap.  He tugged more furiously on
the shackles.  He had to get out there.

"I could name one!" she spat at him, shaking with
anger. "How dare you say that to me! YOU," she poked
him in the chest, "of all people have no right to come
all holier-than-thou to me." She took a deep breath.
"Okay - so this is YOUR home. Fine, we'll leave."  She
turned to march back to the bathroom.  But before she
took a step, Giles grabbed her by the arm and swung
her around to face him.

"Oh no you don't."  He shook her and shouted, "Like it
rough, do you?  Had to find someone to 'play with' -
Well, by god in my house," he growled, pulling her to
him roughly, grabbed her hair. "That will be me," he
hissed as he kissed her with an almost punishing
ferocity.

There was no tenderness in this kiss - it was
domination through and through.  He'd been so patient,
always treated her with restraint and kindness. 'Well,
no more, by god,' was his last coherent thought. 'No
more.'  His tongue ravished her mouth. He twisted his
hand in her hair and held her head to him so that she
couldn't move.  His other hand made a quick, fierce
caress down her back to her ass, which he grabbed and
ground against his growing erection. Willow couldn't
move - couldn't think.  She just reacted to the
passion of the kiss with a passion of her own.

Spike was not happy with the silence in the living
room. "What the bloody hell is going on out there?" he
shouted.

The sound of the words, if not the meaning, penetrated
into Giles' brain and a small trickle of rational
thought returned.  'What am I doing?' he thought to
himself.  He ripped his mouth from her, panting
harshly and then pushed Willow away.  She staggered
and caught herself on the arm of the sofa.  She looked
at him as his eyes widened - taking in her swollen
lips, her taut nipples and all the other evidence of
her arousal.  He blinked once or twice and raised his
hands to his head, a slight blush stole over his
features.

'No, no, no!' she wailed internally.  'I'm not letting
him revert to Giles - not when he finally kissed me!'
As he opened his mouth to apologize, she literally
launched herself at him. She jumped into his arms
wrapping her legs around his waist.

Grabbing his head between her hands, she dragged it
down and kissed him intensely.  Fierce and strong, her
need re-ignited his.  His arms went around her again,
just as savage as before, but with less anger and more
passion.

Willow broke the kiss and slid down his body and
started dragging his clothes off.

"Off!" she commanded and Giles was happy to obey.  His
sweater went one direction, while he toed out of
his shoes and kicked them another.  Her hands were
fumbling at his belt but finally got it and she nearly
ripped the pants right off of him.  He grabbed her
face again and covered it with kisses, while she
used her hands to trace fire over his chest and back.
Then she mashed herself up against him, rubbing her
bare breasts on his rough chest as he walked them back
to the couch.

One half-trip over the end and all Spike heard in the
bathroom was a mutual "omph" and then a moment of
silence.  His eyes also narrowed in thought.  He'd
figured out pretty early that Giles and Willow had a
thing for each other - but he'd been pretty sure
nothing would come of it.  Although the witch was
definitely getting better at showing her passionate
side, he'd never have thought Giles would give in -
the wanker.  But the sounds that started emanating
from the living room were making him revise that
opinion.  'Damn it,' he thought, 'that girl is MINE.
I'll bloody kill him if he - awwwaoh.' The blinding
pain that had only come before with a hostile action
now struck him full force at the murderous thought.
His knees slumped slightly and his shoulders and
wrists in the shackles took his full weight as he
struggled with the pain.

In the living room, on the couch, Giles' hand had
wandered a path from Willow's breast to her waist,
down her hip and across her belly and finally found
the soft, warm flesh of her inner thighs. He used his
fingers to open the slick lips of her labia, parting
them then thrusting one finger deep inside her.  The
primal noise she made caused the hair on the back of
his neck to prickle - he wanted to be inside her, and
he wanted it now. She used her mouth to trace a fiery
path from his shoulder to his neck to his chest.
"Yes!" she panted, "YES!"  He removed his finger and
positioned himself between her knees.  She wrapped her
legs around his hips, urging him without words to
close the distance and make them one.

He grinned and grabbed her thighs, prying them off his
body. He pulled her legs apart, his hands behind her
knees, and forced them back to give him better access
to her hot center.

She whimpered, and he gave in to her urging, sliding
in with one smooth stroke.  She cried out, convulsing
around him. He buried himself deeply in her, again and
again. Trying to get closer, closer, closer. He
released her legs and immediately she clamped them
around his waist, trying to pull him closer, deeper.
He gripped her ass, pulling her roughly to meet his
every thrust, grunting with each deep stroke.  He bent
his head and engulfed her breast in his mouth, licking
and sucking, the rhythm of his tongue matching the
rhythm of his hips.

Unable to hold back from the flood of sensations,
Willow's body shook with a tempestuous orgasm; her
walls clamping over his cock and forcing him to come
with one last thrust. He lay atop her and let her
spasms wring the last drop out of him.  Her head fell
back on his arm, and Willow looked up at him with
heavy-lidded eyes.  She smiled slightly and traced the
sweat on his brow.  "Do you know how long I've wanted
to do that?" she asked.

"Not as long as I have," he replied, kissing her
gently, slowly, languorously.  He
stroked her cheek, her hair, her shoulder.  He looked
at her with all the love he had for her in his eyes.
She reached to trace the outline of his lips.

"Hey!" came the shout from the bathroom.  Giles
stiffened.  And not in a good way.  "What the bloody
'ell is goin' on out there!?  And it better not be
what I think, mate cuz I'll --" the rest of the
sentence was cut off as the door to the bathroom flew
open once again.  There stood Giles, now as naked as
the other two, and Spike clenched his fists and tried
to control his anger.  "Cuz you'll what?" sneered
Giles.  "Stand there and yell some more?  That's about
all you're good for."

"Oh yeah," sneered Spike right back.  "You might want
to ask Red what I'm good for.  She knows."  Giles took
a step towards him, with a fist raised.  "Right, smack
me why, don't ya?" taunted Spike.  "I'm an easy
target.  But you leave her alone!  You bloody well
have better not hurt her just cuz you're mad at me."

"Hurt her?" snorted Giles.  "What do you care - she's
just somebody for you to fuck until you --"

"Damn you," snarled Spike.  "What the hell do you know
about what she means to me. *I* saw what she was
really like - the rest of you were blind.  Treating
her like she was bloody doormat - 'Willow do this',"
he mocked. "'Willow get me that' 'Willow how could
you?'.  Making her feel guilty for just being human!
She's everything sweet and good, and she's worth ten
of the lot of you."

"You think *I* don't know that?" said Giles. "She was
so innocent -- What did you do to her?"

"Me?  I let her be herself.  Innocent," he snorted.
"You had her up on a bloody pedestal.  You've been
sniffing around her for months, but you weren't man
enough to do anything about it until now. NOW you come
around.  Well, forget it mate.  No matter what little
show you put on out there - she's MINE and don't you
forget it."

"YOURS?" smirked Giles. "Ha! Don't make me laugh.
She's MINE.  I will never let you ---"

"A-hem" came the soft feminine voice of Willow from
the doorway, where she had been an interested audience
for the last several minutes.

"Willow!" cried both Spike and Giles.  "You tell him
that," started Giles.  "Tell this git that you're,"
said Spike at the same time.  They both stopped and
glared at one another.  "Willow," they tried again.

She held up her hand, and they stopped.  She strolled
into the bathroom, and trailed her hand down Giles'
chest.  He smirked at Spike but the smirk fell right
off his face as Willow continued past and climbed back
into the tub with Spike.  "Spike," she said, looking
up at him.  "I didn't know you felt that way about
me."  She put both hands on his chest and then gave
him a quick hug.  "Awww," he sort of shrugged. 

"Don't go all soppy on me.  You just tell that," he flicked
his head at Giles, "wanker that I'm the one you - ow!"
He flinched from the sharp poke she had given his
stomach. 

"Spike," she enunciated clearly.  "I do not belong to YOU. 
I am NOT yours."

A smug smile spread across Giles' face until she spoke
again.  "And you," she said firmly, pointing a finger
at Giles. "I don't belong to you either."  She reached
over to the shelf and got the shackle keys. "What are
you doing?" cried Giles.

"I'm letting Spike down.  He doesn't look comfortable
like this."

"Oh, it's not so bad," said Spike eyeing Willow's
chest which was just about mouth high as she reached
up to undo the chains.  "The view can be pretty nice
sometimes."  They traded smiles, and he took his hands
from the shackles.

He rubbed his wristss and then put them on her
shoulders.  "He didn't hurt you, did he, luv?" he
asked quietly. "No" she shook her head as she climbed
out of the tub, Spike not far behind.  "But you did
have sex.  I can smell it on you."

"Well, yes.  We did."

"And it was bloody fantastic," interrupted Giles, in
an attempt to reclaim control of the situation.

"Yeah, right" shrugged Spike.

Willow poked him again, "Behave."

"Ow - he started it."

"True," she said.  She stepped over to Giles and poked
him, as well. "You too."  He flinched.

"Okay," she said turning to the two of them.  "We have
what can be either a problem or an opportunity."  The
two men gave each other a suspicious glare.  "I love
Rupert. I have for a long time."  A smile spread
across Giles' face.  "Although, this is hardly the way
I ever thought I'd tell him that. But," she bit her
lip, "I can't deny that I care for Spike too." Giles'
smile dimmed as Spike's face lit up.  "I don't want to
give either of you up.  It's your house, Rupert; I
can't deny that. But it is my body."  She ran her
hands over her torso to emphasize this and both men
turned their attention from each other to her.  "and I
can 'take my toys' and go play elsewhere."  She turned
and walked out of the bathroom.  After a brief pause,
both men sprang for the door.

There was a swift fight for precedence through the
door and elbows were used in ways that both men were
to regret in the next few minutes.  "Ooof," said
Giles.  "Ow," said Spike as they both pulled up short
in the living room.  Willow was standing there facing
them.

"So what you're saying is," started Giles.  "We have
to share?" finished Spike.  She nodded.  "With him?"
they both asked, outraged.  She nodded again.

"No Way!" "Forget it" they said.  She shrugged and
reached for her shirt.  "No, wait," cried Giles.  "I
love you, Willow.  I've always loved you and - "

Spike snorted again. "Oh, *now* he loves her--"

"I should have staked you that first day!" Giles spat.

"You and what Slayer?" Spike taunted.

"Boys!" yelled Willow.  They turned to her again.  She
was trying to hide a smile.  "Look, you can get along
when you try.  I've seen you do it."  She walked up to
them and put a hand on each of their chests. "This
isn't a competition." She gave them a sexy grin.  Then
she reached up and kissed Giles softly on the mouth.
Pulling back, she turned her head and gave the same
kiss to Spike.

She trailed her hands down their chests and then
continued southwards.  "See," she said giving each a
slight tug, which caused both men to jump slightly,
"My way - everybody wins."  Giles looked down and
couldn't deny that he was definitely getting an
erection again, nor could he deny Spike's.

He glanced up to see Spike grinning at him.  "Well,
she does seem to have us by the short and curlies,
doesn't she?" he asked.  Giving Giles a bit of a leer,
Spike continued, "Like what you see?"

Giles moved back, "All right, that's it.  I'm not going to
do anything if he keeps making remarks like that."

"Oh, don't be so stuffy, Giles," said Willow as she walked
over to the stairs, her hips swaying so as to rivet
their attention to her again.  "I know that you went
to public school, and I've met Ethan, remember?"
Giles looked sheepish and Spike opened his mouth to
follow up on this interesting piece of information
when Willow spoke again, "You know what I've been
longing to do?"

The sensual tone of voice caused both Giles and Spike
to stiffen and Giles asked, "W-ahem, what?"

"Have a go in the bed.  I can finally lie down flat
with no rug burns and lots of space to," she paused
significantly, "do things."  She turned and sashayed
up the stairs.  Giles looked at Spike.  Spike looked
at Giles.  They both gave in about the same time and
followed her up the stairs.

"I'm first," said Spike.

"Exactly how do you figure that?" asked Giles.

"You just had a go."

"Yeah, well, it's my bed."

"But you just had a turn. That's not cricket."

"Look, in my house and in *my* bed --" their voices
trailed off into the bedroom.

***

Buffy had left over an hour ago for patrol, leaving
Willow, Spike and Giles poring over different books.
Willow rolled her head back and forth a few times,
trying to work the kinks out of her neck.  "Are you
absolutely sure you have the information in these
diaries, Giles?" she asked. 

"Yes," he replied. "I'm positive I saw a reference to
this cult in here somewhere."

Willow sighed turned her attention back to her book. 

"You know, mate," said Spike, "it would really help if
you could narrow down the timeframe a bit.  I'm gonna
go blind trying to read some of this handwriting." 

Giles looked at them both and then stretched.  "Yes,"
he said.  "I suppose we could do with a break." 

"Yeah," said Spike with a grin, "all work and no
play...  Willow."

"Hmmm?" she murmured absentmindedly. 

"Willow!" Spike said as he rose to his feet.  She
looked up,  and he continued, "All work and NO PLAY?"


She chuckled and looked over to Giles.  "Well, sir,"
she said.  "Is it time for a break?  Your house, your
rules." 

"I had already suggested a break," he replied. "You
know, you look awfully uncomfortable like that?"

Willow was perplexed.  "Like what?" 

Giles leaned back in his chair and smiled. "Oh, too
hot and  constricted.  I think you have too many
clothes on." 

Her eyebrows rose in comprehension, and she got slowly
to her feet.

As Giles settled back for the show, Willow walked
right up to Spike and then turned so that her back was
to him.  "Well, you heard the man," she said to Spike,
spreading her arms out.  "I'm overdressed. Help me
out." 

"Gladly," he whispered in her ear, making her shiver.

She shivered even more as his hands came slowly around
her waist and then drifted up and under her sweater,
pushing it up and over her breasts.  She raised her
arms to give him the access to pull it over her head.

Once her sweater was off, Spike's hands slowly moved
down her arms to her torso and back to her breasts.
They settled there for a moment until a slight "a-hem"
from  Giles made them continue their task. 

Willow locked eyes with Giles as the buttons of her
shirt  were undone slowly. He squirmed a little in his
chair.

The sight of Spike undressing Willow never failed to
arouse him intensely. 

Her shirt was removed, and she stood there naked from
the waist up.  Spike lightly caressed her breasts,
making the nipples harden with the cool touch of his
fingers.  Then he stopped and looked over at Giles
inquiringly.  "Does she look comfortable now, mate?"

Giles groaned slightly and Willow, refusing to be the
only one tortured here, leaned back slightly and
wiggled.  Spike grew immediately harder and bit back a
groan himself. 

"Don't distract him from his work, love" Giles
admonished her.

Willow raised an eyebrow and wriggled her ass a bit
more - she knew that drove Spike absolutely wild and
she loved getting a rise out of Giles.  Both literally
and figuratively.

"Naughty girl," Giles sighed as he stood up.

Spike's hands were definitely faster and a little
shakier when they started moving again.  Down went the
zipper of her skirt, and he knelt as he drew it over
her hips.

Giles was at their side now and held Willow steady as
she  stepped out of the skirt, which went the way of
her sweater  and shirt.  Spike placed a feathery kiss
in the small of her  back and reached for her panties.
But before he could slide his fingers under the
elastic, Willow placed her hands over his and shook
her head.  Spike raised a questioning eyebrow. 

Willow pulled him to his feet and turning her back on
Giles, began to undress Spike.  He smiled, a little
gloatingly, over Willow's shoulder at Giles.  She had
just pulled Spike's shirt off when Giles' hands cupped
her breasts. 

"Hmmmmmm," she sighed in pleasure. 

Spike leaned in and kissed her deeply, his tongue
moving over hers.  She moaned in the back of her
throat and leaned back resting her full weight on
Giles.  Giles placed kisses all along the throat and
shoulder that he could reach.

He moved his hands from her breasts down her sides to
her hips. Willow made a small, grumbly noise and
arched her back, brushing her chest against the cool
chest of the man still kissing her.  As soon as Spike
broke the kiss, Giles turned Willow in his arms so
that she was facing him.  She tilted her head back
slightly and gave him a demure smile.  She started
pulling his shirt out of the waistband of his pants
while he held pulled her hips to his and ground
against her. 

Spike's hands then went to her waist as he moved in
closer to her as well and rubbed himself along the
line of her ass.

"Aahhhhh," she sighed seductively.  Giles could feel
her nipples harden against his now bare chest. "Hurry
up," she said. 

Spike leaned in and said softly in her ear, "I thought
you  liked it when we took longer, luv." 

Willow grinned in response and then frowned.  "I
refuse to be the only one undressed in all this. Why
am I always the naked one?"

Giles and Spike shared a glance.  "Welllll," began
Giles only to be interrupted. 

"Oh God!," said Spike, "Forget it.  We'll be here all
day  if you start trying to explain the psycho-social
dynamics of the menage-a-trois to her again.  Just get
out of your pants, and I'll get out of mine." 

Giles opened his mouth to say something but was
stopped  by Willow's soft mouth against his. 

"Don't," she smiled at him.  "Just get undressed."

He nodded and began removing the rest of his clothes.

Willow walked over to the door to make sure it was
locked.  She'd gotten the scare of her life yesterday
when Buffy had walked in, unannounced as usual.
Luckily, they'd all been in the bedroom, and Giles had
the foresight to grab a robe before going downstairs
to get rid of her.  Of course, Spike hadn't made it
easy, he'd kept on doing that delightful thing with
his tongue, and she'd had to stuff a pillow in her
mouth to keep from making noises.  And wouldn't you
know that Rupert would be mad at her. HER! As if she
had any control over Spike, when he got back to find
that they'd finished without him.

As a punishment, Spike had to sit in the chair and
Rupert had made her start all over again.  She grinned
to herself and wriggled in remembrance.  Sometimes
Rupert's 'punishments' were better than anybody else's
awards. 

Good, the door WAS locked.  Now for "break time".
'Let's see,' she thought, 'they both look so good.
Rupert or Spike, Rupert or Spike?'  She bit the
tip of her finger thoughtfully.

"You know," remarked Giles conversationally to Spike,
"I'm never sure if it's a good thing or a bad thing
when she does that." 

"Oh, good thing, mate, definitely good," Spike said,
looking  down at his swelling erection.  "Always works
for me."

Giles snorted, "Anything works for you." 

"Jealous, old man?" asked Spike. 

"Hardly," Giles smirked as Willow walked directly up
to him and pulled his head down to hers.  After a
long,
lingering kiss, Giles looked up and said, "You?" and
then dipped his head to taste some more of the
honey-sweet mouth of Willow Rosenberg.

"Nope," said Spike, standing up and giving Willow's
tasty bottom a caress.  "I'm just fine back here."

Willow reveled in the sensations provoked by two
mouths and four hands.  She couldn't believe how
delectable it was to have two men loving you at once.
Nothing was ever neglected.  If one was kissing her
mouth, then the other was kissing her neck.  If one
pair of hands were stroking her breasts, the other
hands were much lower, stroking between her thighs.

"Willow," murmured Spike huskily, and she felt the
shivers travel up her spine. The heat between her legs
turn into dampness as she felt Giles' mouth move from
her neck to her breasts.  To give him room, she leaned
back into Spike even further.  The temperature of her
body flared as she felt Spike's cock pressed into her
backside.

When Spike began to lift her, she protested, "No, not
standing.  Not again.  Please," she moaned as Giles
fingers found her soft cleft between her legs and
parted  it just enough for Spike's fingers to come
creeping in from behind. "Ooooohhhh, please.  My legs
can't take it.  Y-you're both t-t-too
t-t-t-talllllll," she cried. Between Giles mouth and
Spike's fingers it was too much. She felt her orgasm
starting to crash over her.

"It's all right, luv," said Spike.  "We've got you."
He held her trembling body as Giles lap at her juices.

As he brought his tongue to her clitoris, she groaned
again.  Spike pulled her head back far enough to kiss
her. As Giles' tongue penetrated her lower lips,
Spike's tongue entered her mouth.  She could barely
think clearly enough to wonder how it was they always
managed to work in concert. 

Giles used his tongue with the artistry of a master.
Sucking, licking, nipping.  He could never get enough
of the taste of her, and she came again, bathing his
face with her essense.  He felt the vibrations of her
moans, the sound being cut off by Spike's mouth on
hers.  It made him even harder than he already was. 

Her legs started to give out, and Giles picked up her
legs while Spike supported upper body.  Between them
they got her to the bed before she came completely
around.  Her orgasms had become so intense, she tended
to pass out on occasion.

"Oh thank heavens," she sighed.  "Horizontal
for once.  What is it with you guys and vertical?"

"Leverage?" responded Spike as he stretched out
next to her.

Willow lay on her side as hands reached over to dance
lightly across the muscles in Spike's chest. Her
fingers found the dark circles of his nipples and
brushed over them gently. She teased them to peaks and
then moved forward, and her tongue flicked out at the
nipple. "Do you like that?" she asked.  "Mmmmm," was
the only response she got.  She continued her
exploration of Spike's body with her mouth and tongue.

While she did that, she could feel Giles come up
behind her and mimic her actions.  When she kissed
Spike's shoulder, Giles kissed hers.  When she traced
her tongue around Spike's nipple, Giles would trace
circles on her back while caressing her breast with
his hands.  As she drifted lower down Spike's body,
Giles' hands moved slowly down her spine.

As she repositioned herself on the bed, Giles did too,
staying behind her as moved to kneel over Spike. As
she
reached the  sprinkling of hair that signaled that
she'd reached Spike's cock, she felt Giles begin
sliding the tip of his cock along the cleft of her
ass. 

She licked her lips and then lowered her head and ran
her tongue on the underside of Spike's engorged shaft
from base to tip.  He groaned and wound one hand in
her hair.  Giles gently probed for the entrance to her
from behind and as she took Spike fully into her
mouth, Giles entered her from behind.

Willow drew back and flicked her tongue on Spike's
tip, then wrapped her lips around him, drawing him
back into her mouth.  Behind her, Giles penetrated her
with smooth, even strokes.  He was building a rhythm,
and she used the same rhythm on Spike.  Up and down.
In and out.  Slow at first and then faster, faster.

She could feel they were reaching the end of thier
endurance and so she released Spike's cock from her
mouth and pumped at him hard with her hand. While at
the same time, she tensed down with her vaginal walls
when Giles was fully ensheathed in her, and they both
cried out her name as they came. Her own orgasm came
hard and fast.

As they all collapsed in a panting, sweaty tangle of
arms, legs and other bits, she remembered the first
night.  Between the two of them, they'd made her come
10 times.  In four hours.  She'd barely been conscious
for the last one and then passed out.  It had taken
them nearly another hour to bring her back to
consciousness.  It had scared Giles, and he'd declared
then and there to stop their little "experiment", as
he put it.  Spike reasonably pointed out that as long
as they gave her some breathing space every once in a
while, she'd be fine.

"It's all about pacing, Mate," Spike had said.

"Pacing? It's about lack of oxygen to the brain!"
Giles had retorted.

She'd lain there while they argued over her body and
then stopped all arguments with a firm grab at
certain body parts.  She'd never given a double-hand
job before, but judging by the reactions she got, she
had done a creditable job.  But she was certainly
getting better.  'Practice makes perfect,' she
thought. 'And by god, am I getting practice.' 

Giles heaved a sigh.  Willow kissed his chin, the
closest thing she could reach without stretching and
said, "Problem?"

"No," he sighed again, "but we really have to get
back to the research.  I  hate to say it, but break
should be over now." 

"But I'm all sweaty," she pouted. 

"Giles can have the shower," said Spike, "How about
I lick you clean?" 

"That just gets her messier," said Giles.  "She and I
can take a shower together - it helps save on water,"
he offered with an innocent look. 

"Yeah, right," Spike snorted. "We'll all take a
shower."

"You don't sweat," Giles said logically.

"No, but Willow does and she, ah, rubbed some off on
me.  I'm all sticky." 

"Use a washcloth.  And change the sheets. Come on,
Willow," Giles said as he hauled her up off the
sheets.

"Excuse me," Spike said as he got up also.  "One - I'm
not your cabana boy and B - if you get to shower with
her, I get to shower with her." 

"Look, you bleached blond.."

"At least I'm not going bald." 

"Bald!  You..." 

"Arrrr!" shouted Willow.  "Do you two have to argue
ALL the time?" 

They looked at Willow standing there tapping her
foot and then at each other.  Then back to Willow.
They nodded.  "Yeah," said Spike.  "I think
so, yes," agreed Giles.  Willow giggled. 

"Shower, you, you and me!"  Willow turned and walked
to the bathroom; at the door she turned back, "Last
one in is," she paused, "last one in!" She waggled her
eyebrows slyly and Giles and Spike got caught in the
doorway.  Again.
***
 

Willow looked into the mirror in the dorm bathroom and
sighed. She really needed to get more sleep. Between
all the classes, fighting evil and the wild monkey
sex, she was beat!  'Ahhh, but what a way to get
tired,' she thought and turned a delicate pink at
certain memories.

She smiled as she saw Denise come up to the sinks and
set out her toothbrush. "Hi."

"Hi," Denise said with a smile.

As she started to brush her teeth, Willow noticed
Denise staring at her.

"Sorry," Denise said catching herself. "It's just your
skin. It looks so great!"

Willow grinned. "Thanks."

"Must be all that sex, huh?" Denise said casually.

Willow spit out her Tartar Control Crest and gasped
for air.

Denise moved closer and spoke in a conspiratorial
hush. "So, what's it like with a British guy? I mean,
do they do it on the wrong side of the bed or what?"
She giggled at her own joke.

Willow rinsed her mouth and sputtered. "I'm - I'm--
You-- You--"

"Don't worry. I won't tell Buffy."

Willow's eyes went round. "You-- you won't?"

"Naw," Denise assured her. "I love it. It's so...
so... I can't think of anything like it. But it's
definitely cool."

"You think so?" Willow asked nervously.

"Way!"

Willow sighed and tried to smile.

"So older men, huh?" Denise said with a knowing wink
and nudge.

"Well," Willow said uneasily, her eyes darting quickly
around, hoping no one else was in the bathroom.

"More experienced, right? I mean I did it with a
freshman, Garrett - should have been my first clue..
Ick... and he was so.. 'oh, is that where that goes?'
Duh!"

Willow tried to look knowing.

"And then I went out with a Junior... Piran
Mandlebaum. Hello, upperclassman! Much better, much.
And your guy he's like... really old. Like professor
old. Have you ever slept with a professor? I had a
friend, Linisse Taggart, who slept with a guy who
worked in the cafeteria once, but that doesn't count.
Does it?"

"Uh, well, gee.  Look at the time. I--I've gotta go,"
Willow managed to say. "C-class." She hastily gathered
her things and headed for the door.

"Sure! Hands across the ocean and all that!" Denise
called out with a grin.

Willow stopped and turned back. "You won't say
anything? Really?"

"Don't worry.. I'm very discreet," she promised.

Willow nodded and smiled wanly, wondering just when
all hell was going to break loose.

*****

"Look out!" Willow yelled.

Spike ducked at the last minute as the demon lunged
for him. Without missing a beat, the vampire spun and
kicked the stumbling baddie in the butt. "Pitiful," he
grumbled.

The demon stood again and charged with a roar. Spike
rolled his eyes and sighed.

The cool night air of the cemetery kept them from
getting too overheated as Willow and Giles struggled
with thier own demon. Giles had managed to get pinned
under the beast while Willow clubbed him with an empty
crossbow.

"W-willow," Giles sputtered. "The axe! Get the axe!"

"Oh, right." She scrambled over thier weapons bag and
stole a glance at Spike, who was playing with his
demon like a cat bored with a mouse. "You could help
us, ya know!"

Spike looked at her with a sneer and merely snorted,
tripping his demon again.

"Fine!" she yelled as she grabbed the axe.

She hurried back over to Giles and and raised the
heavy weapon above her head.

Giles eyes went wide. "Side to side! You want to kill
me too!"

"Sorry," she mumbled and cast a quick frown at Spike
before taking a swing at the demon. His head toppled
from his shoulders, and Giles pushed the body aside
quickly.  But not quite quickly enough.

Rising to his feet, he wiped the blood from his eyes.
He then took out his handkerchief and looked at it.
Soaked as well.  Naturally.  Willow handed the axe to
him and reached back into the bag.  Triumphantly she
held out a little packet of kleenex to Giles.  He
looked at the tissues, down at himself, dripping, and
back at the tissues.  Heaving a large sigh, he took
them and began to wipe off his face.  "Next time,
bring towel," Willow muttered to herself.  Looking at
Giles trying his best to get clean, she added, "and a
change of clothes."

Once his glasses were clean, Giles was finally able to
observe Spike, still playing with his demon and he
frowned. "What's wrong with him?"

Spike squatted down next to his demon, lifted its
exhausted head and sighed again. "And you call
yourself a creature of the night," he said with
disgust.

Willow shook her head and watched Spike stand and toe
the poor creature with his boot. "He's upset."

"Well, I can see that," Giles said as he wiped the axe
clean on the grass.  "What's he upset about?"

She sighed heavily. "He's really very sensitive."

Giles snorted and tossed the axe back toward the bag.
"The sensative bloodsucker," Giles mumbled.

"Hey, I heard that!" Spike yelled.

"Good," Giles said defiantly. "Are you finished or do
you need some help?"

Spike growled and walked over to them. "The day I need
your help is the day-"

"Uhm, Spike-" Willow interrupted.

"Oh, sure. Take his side, why don't you?"

"I'm not..." she started when Giles broke in.  "Oh,
honestly, don't be such a big baby."

"Giles," Willow tried but was ignored.

"All we ask is that you come out and help every once
in a while.  Is that so hard?  I thought you liked to
fight?"

"I do like to fight, something worth fighting.  But
that's not the point."  Willow looked at the two men
arguing and then slightly behind Spike. She rolled her
eyes and then sighed, knowing she had to do something.
Spike's demon was starting to rouse.

She walked over and picked up the axe, skirting around
Giles who didn't even stop yelling, "..if you ever did
anything besides lie around.."

"Ha! I'm not the one who lies there like a dead
mackeral half the night, mate..."

"Dead mackeral!  Why you plonking little..."

Willow tuned them out again and took a practice swing.
An axe was trickier than it looked when you saw Buffy
swinging it around like a baton.  She circled around
the two bickering idiots and tried to gauge her
distance from the approaching demon. Luckily, he was
still groggy, and she had time to line him up.

Like a batter stepping into the box, she set her feet.
She leaned the axe against her leg and spit into her
hands. "Eww." 'Why do baseball players do that? It's
disgusting.'

"Oh, me tummy hurts," Giles said mockingly as he
pretended to be Spike. "Get me some alky."

Spike snorted. "You tried to poison me!"

"I already apologized for that!" Giles spat back. "And
I told you it was garlic chicken before you started to
eat the bloody thing!"

Willow daintily wiped the spit onto her pants leg and
picked up the axe again. She raised it above her head
and tried to remember to lead with her hips, at least
she thought that's what Xander had taught her that
humiliating day at the batting cage.

With all the strnegth she could muster, she swung for
the fences.

The demon's head came flying off and a fresh spray of
blood covered both Giles and Spike.

"And if you ever, for once, just  - Bloody hell."
Spike spun around.  Willow stood there, leaning on the
axe and the decapitated body of the demon he thought
he'd dealt with lay less than a yard away from his
feet as its head bounced a few more times before
coming to rest.

Giles sighed and took off his blood splattered glasses
again and began cleaning them again.

Willow just stared at them for a moment and then said,
"You're welcome."

"Yeah, well, I could have done him, he's a ponce."
Spike glared at her and crossed his arms.  "I can take
care of myself."

Giles started to open his mouth again, but shut it as
Willow gave him a look.  She dropped the axe in the
grass and crossed to Spike.

"What's wrong?" she asked putting a gentle hand on his
arm.

Spike turned away. "Nothing," he said childishly.

"Spike," she said softly.

He sighed. "You two had sex without me."

"Oh," she said with a sad sigh.

Giles laughed, and Spike spun around and growled. "You
didn't think it was so funny, when it was you that was
left out!"

Giles frowned. "That was different," he said tightly.

"Oh! One rule for the living and another for the dead.
That's fair!" Spike railed.

"Being awake in the daytime does have its advantages,"
Giles quipped.

Willow wanted to interfere, to explain, but she was
just too damned tired.  She began gathering their
equipment.

"That's dirty pool, mate," Spike said angrily.

Giles shrugged. "I can't help it if she's human."

Spike got an evil gleam in his eye. "I could arrange
for that to change."

"Don't even think about it," Giles snarled. "If
anything *ever*-"

Spike nodded. "I won't, don't worry. Just dreaming. A
Vampire can dream, can't he?"

Giles grunted, but kept his tongue.

Willow, who had watched the conversation with growing
fatigue, sighed heavily. "Well, I for one am going to
bed."

"Good idea," Spike said instantly chipper.

"Alone." She frowned as she saw his face fall. "I
don't know about you guys, but I'm pooped. I've gotta
get some sleep.  Between the bad guys and the good
guys," she gave them both a weary smile, "I gotta get
some beauty sleep."

"All right, Love," Spike said sadly.

Willow couldn't resist his pouty face and put her arms
around him. She smiled and kissed him soundly. "To
tide you over," she whispered.

His arms snaked around her waist and pulled her close.
"I can think of better ways," he purred.

"Don't I know it," she said squeezing his ass. "But,"
she said as she gave him a gentle slap on the rear.
"You'll just have to save that thought."

He reluctantly released her as she pulled away
slightly and put an arm around Giles' waist. "Walk a
girl home?" she asked.

The men grinned, tightened their grip on her and
started out of the cemetery.

*****

"Buffy," Willow griped. "I'm fine."

"Yeah. Uh-huh. That was convincing," Buffy said with a
frown as she knocked on Giles' front door. Without
waiting for an answer, she opened it and plowed right
in. "You are going out."

"But-"

"No buts!" Buffy said sternly. "Except of course for
his butt. Which by the way is mighty fine. Not that I
looked – much. I have Riley's butt to keep me
occupied.  Well, not occupied-occupied, but – oh you
know what I mean."

"And what are you two ladies talking about, or do I
not want to know," Giles said with a smile as he came
down the stairs.

"You do not want to know," Willow said with grin.

"Ah, right then," Giles muttered as he continued right
on into the kitchen.

"Actually, I think it would be good to get a man's
opinion on this," Buffy said.

"On Kyle's butt?" Willow asked with giggle, earning
her a frown from both Buffy and Giles.

"No," Buffy said with a sigh. "Giles."

"Giles' butt?" Willow said saucily.

"Willow!" exclaimed Buffy.  "I mean get his opinion on
this – Giles!"

"Yes?"

"Don't you think it's time Willow started dating
again?"

"Uhm... I... uhm, " Giles sputtered. "That... that's
--- uhm..."

"Come on, Giles. Find something and grip it. It's been
awhile since Oz... left, and I think Willow should get
out there in the big, bright world and suffer with the
rest of us."

"Well..."

"This guy Kyle is definitely of the living, and he's
got that whole Jude Law thing happening. Definitely of
the good!"

"Uhm, yes. Well, I-  J-jude Law?" Giles stammered. As
Buffy looked away, he glared at Willow with piercing
eyes. Willow shrugged her helplessness in the wake of
Hurricane Buffy. When Buffy turned back, Giles' eyes
clouded over again with good-natured unease.

"Buffy, I just think-" Willow started.

"See that's it! You think too much! You've been
spending all your time here cooped up with Giles. No
offense.  You know what they say, 'all work and no
play...'"  Willow bit her lip at Buffy's unwitting
echo.

Giles smiled half-heartedly.

"When you should be out.. Living la vida loca... or at
least something less ugh than school all day and
cooped up here with Giles all night. That's gotta be
just dead.  And speaking of dead, where's Spike?"

"S-sleeping," answered Giles.

Willow sighed. You live in a lie, and it'll get ya in
the end.  Literally and figuratively.

"Come on, Wills. I won't take no for an answer. You
*are* going even if I have to drag you there myself."

"But-"

"No buts... 'Cept Kyle's," Buffy said with grin.

"Okay," Willow said. "I'll go."  She very deliberately
did not meet Giles' eyes, but she could hear his teeth
grinding.

"Good. Right?"

"Yeah. Good." She wasn't going to chance a look at
Giles. Oh, boy... she closed her eyes and prayed.
'Wait until Spike hears about this.'
***
I can't see. Move over," Spike hissed.

"Stop pushing me," Giles grunted.

"I'm not," Spike said as he shouldered Giles into a
tree.

Giles lowered the binoculars to glare at Spike. "I'd
be more careful if I were you, seeing as how we're
surrounded by wood. Hate to see you accidentally lean
against a branch and-"

Spike's eyes went wide. "Bollocks!" He grabbed the
binoculars, nearly pulling Giles off his feet.

"Ow! Watch it!" Giles rasped as he pulled the strap
off his neck. "Do you see them? Is it them? Give me
those!"

"False alarm," Spike sighed as he handed the binocs
back to Giles.

The pair stood in silence for a long moment.

"I can't believe you let her go," Spike whispered.

Giles snorted. "Let her go? What was I supposed to
do?"

"Stop her."

"And how am I supposed to do that without Buffy
finding out about us? You do remember Buffy, don't
you? Girl with super-human strength *and* a pointy
stick."

"You're so bloody smart, you should have thought of
something," Spike said.

"Well, she caught me on the hop," Giles admitted and
then sighed. "I don't know. Maybe Willow would be
better off with a normal boy. And not an old man and
an --" He gave Spike a sardonic grin. "--even older,
dead man."

"We do all right," Spike miffed. "But if you'd like to
drop out, that's fine by me, mate. More Willow for old
Spikey."

"Not bloody likely," Giles said as he looked through
the binoculars at the dorm entrance. "What the hell's
taking them so -- Aha!"

"Where? Where?"

Giles growled deep in his throat.

"What? What?"

"What the devil is she wearing?" Giles spat.

"Lemme see!" Spike wailed as he grabbed the binoculars
again. "Bloody hell!"

Giles glared toward the dorm, his jaw working
feverishly. "Could that skirt be any shorter? And
that's my favorite blouse. Wears my favorite blouse on
a date with another man! What the hell is that girl
thinking!"

"Come on!" Spike interrupted.

"Thinks I wouldn't care? I told her what that top did
to me, but does she care? Apparently not," Giles
continued to mumble between clenched teeth.

"Watcher," Spike growled again. "They're getting
away."

"Hmm? Oh, right," he turned on his heel and started
for the car. "Well, come on," he snapped impatiently
over his shoulder, "What are you waiting for?"

"Me?" Spike said.  He started to say something else,
but just shook his head and quickly followed after the
Watcher.

*****

"Is your food all right?" Kyle asked.

Willow nodded and smiled. She was trying to have a bad
time, but Kyle really was a pretty nice guy, and he
was kind of Jude Law-ish. "It's great."

"Good, I wasn't sure if you liked Italian food. I
tried to find out through the transatlantic
Riley-Buffy grapevine, but---" he chuckled.

Willow laughed and graced him with another smile.

Meanwhile, at a table not too far away --

"If she laughs one more time, I'm going to be sick,"
Spike griped.

Giles merely grunted from behind his menu.

The waitress came by and fixed them with a stony
glare. "Are you guys gonna order or what?"

"Uhm, we need a few more minutes," Giles mumbled.

"Listen, Mister. This is a restaurant. People eat
here. You're gonna have to order, or I'm gonna have to
get the manager."

"No, no. Uhm--" Giles quickly scanned the menu.

"We'll have the Veal Piccata," Spike hissed. "Now
bugger off."

"Finally," waitress said as she left in a huff.

Giles continued to peer over the top of his menu. "Why
does he keep looking at her like that?"

"This is torture," Spike grumbled. "We've got to do
something."

"Like what? Accidentally bump into them?"

"Too subtle. I say we just kill him," Spike said with
a grin.

"Always thinking with your teeth. We don't kill people
just because they're dating our girlfriend."

"Why not?"

"There are rules, you know."

Spike snorted. "You people have too many damn rules."

Giles shook his head. "They're important. We only kill
evil beings."

Spike thought for a moment. "He could be evil."

Giles sighed. "We may not like him, but that doesn't
mean he's evil, I'm afraid."

Kyle leaned forward and took Willow's hand in his.

Giles' eyes narrowed. "Of course, we can't rule out
evil."

*****

"How many?" the ticket clerk asked.

"One," Giles answered.

"Uhm, can you spot me. I'm running kind of low," Spike
said shyly.

Giles sighed. "Fine. Make that two please."

He took the tickets and handed one to Spike. "Next
time you're paying for dinner and the movie," he said
as he handed the ticket the girl at the door.

"Hi," giggled the ticket taker.

"Uhm, yes. Hello," Giles said, not recognizing, Denise
from the dorm.

Denise waggled her eyebrows at them and winked
conspiratorially. 'Wow, Buffy's dad and another guy. I
wonder if Willow knows her boyfriend has a boyfriend?
This is so Springer. I love this town.'

"Come on Spike," Giles said as he pulled on the
vampire's arm.

Once inside the theater, they quickly scanned for
Willow and her date. "There!" Spike said pointing.
"Going up the stairs."

"Up the stairs?" Giles asked uneasily. "To the
balcony. Bloody hell!"

"I can't believe the wanker's taking her up there. On
a first date," Spike grumbled.

"Come on," Giles said as he started after them.

Once they reached the balcony, they hugged the back
wall scanning for their quarry. Spike spotted them,
tapped Giles on the arm and nodded toward the couple.

Giles grunted and motioned toward two seats a few rows
behind them. He and Spike slid down the aisle and into
the seats. They scrunched down, never taking their
eyes off Willow.

"Now what?" Spike whispered.

"We wait. We watch."

Spike nodded and the two sat in a tense silence as
Willow and Kyle continued to talk.

"Should've bought some popcorn," Spike grumbled.

Giles sighed. "No one's stopping you."

Spike grunted and stepped past Giles. He stopped and
leaned back. "Uhm, can I --- Uhm. I'm still a bit
short."

"Christ!" Giles said too loudly, causing the people
near them, including Willow, to turn around. He and
Spike quickly ducked behind the seats.

Once the murmurs had died down, Giles peeked over the
edge of the chair in front of him. "Coast's clear."

Spike slid back into his chair, ducking down. "Smooth
Watcher, very smooth."

Giles glared at him. "You know - there are such
things as night shifts.  You *could* get a job. If
you'd just-"

The lights began to dim. "Shh, the previews are
starting," Spike hissed. "I love the previews. They're
the best part."

Giles opened his mouth, but just sighed and returned
his gaze to Willow and her date.

About twenty minutes later, the movie started.

About ten minutes after that, Kyle made his move.

His arm slowly extended above his head and then found
its way around Willow's shoulder.

"Oy!" Spike rasped.

Willow merely looked at Kyle and shifted a little in
her seat.

"Why isn't she doing anything?" Spike asked. He turned
to Giles. "Why is she just sitting there?"

Giles growled in response, his eyes gleaming like a
tiger sighting its prey.

Willow turned and leaned into whisper something to
Kyle.

Spike nearly came out of his seat as her lips almost
touched the blighter's ear.

Kyle nodded and got up.

"Let's kill him now," Spike snarled. "Watcher?"

He turned to Giles, who had a wicked grin on his face.

"Oh, I like that look," Spike said happily. "What's
your plan?"

"Follow me," Giles said. They left their seats, and
Giles explained his plan as they went downstairs.

They split up. Giles brushed past Kyle in line to go
stand over by the end of the concession counter, as
Spike leaned against the wall by the stairs.

After Kyle had bought the popcorn and sodas, he headed
back toward the stairs.

Spike stepped forward, causing Kyle to bump right into
him. "Watch where you're going," Spike snapped.

"You bumped into me," Kyle countered.

"You want to fight? Is that it? One of those?" Spike's
eyes glowed; it was all he could do not morph into his
game face.

"Look I don't want any trouble."

"Well, too bad.  You've found it mate!"

Once Giles saw Spike make contact, he approached the
manager. "Excuse me? Are you the manager?"

"Yes, can I help you?"

"Well, normally I wouldn't say anything, but I'm
afraid he seems a bit of a troublemaker," Giles said
in his most uppity British accent he could muster.
Americans always seemed cowed by it.

"Trouble?"

"Yes, that chap over there, talking to the blond man.
I saw him sneak into the theater and now he's starting
an absolute brawl. Is this really the sort of
establishment that--"

"No, sir. I guarantee we are not *that* sort of
establishment. I'll take care of this immediately,"
the manager assured him.

"I should hope so," Giles sniffed.

The manager nodded obsequiously and approached Spike
and Kyle.

"You over there!" As soon as Spike saw the manager
coming, he said, "Look, I don't want any trouble."  He
then turned and walked up the stairs.

"What's going on?" Kyle asked. "Is there a problem. I
was just-"

"Ticket stub please?"

"Excuse me?"

"May I see your ticket stub please?"

"I- I--" Kyle frowned.  He put the popcorn and drinks
on the counter and began checking his pockets.  After
running over them all twice, he offered a sickly smile
and said, "Oh, it must be with my date. Honestly."

"Mmm-hmm," the manager said with a wave of his hand.
Instantly, security appeared. "Don't make a scene, and
we won't press charges."

"S-scene?  C-charges? I don't understand."

The security guard gripped his arm and escorted him
toward the door. "But, he bumped into me!" Kyle wailed
as he was tossed out the door.

"Make sure he doesn't come back in," the manager
instructed security.

Giles smiled to himself and met Spike at the top of
the stairs.

"Did it work?" Spike asked.

"Like a charm," Giles said with a smirk as he flashed
the two lifted ticket stubs.

"Where'd you learn that trick?"

"Ah, the benefits of a misspent youth," Giles grinned
as he slapped Spike on the back. "Shall we?"

Spike returned the grin, and the two split up and
walked down the aisles to Willow's row. Each slipped
into the empty seat on either side of her.

"Hello, Love," Giles whispered as he put his arm
casually over her shoulder.

"Giles? Spike? What are you doing here?" Willow asked
in surprise.

Spike took her hand and kissed it, looking up at her
through dark eyes. "We're here to not watch a movie,"
he purred, now kissing her fingertips one at a time.

"But, but what about Kyle?"

Giles grinned and reached into the breast pocket of
her blouse, letting his fingers linger long enough to
feel her nipple begin to harden. He pulled out the two
palmed ticket stubs. "Seems he misplaced these."

Willow shook her head. She knew she should be angry
with them, but --- "You two are incorrigible."

They both shrugged. Willow chuckled and sighed and
then moaned as she felt Spikes lips slowly surround
her index finger as Giles' hand slid over her shoulder
and onto her breast.

"Incorrigible," she whispered.
***
 
"Enjoying the movie, love?" Giles whispered as he
leaned in and took her earlobe between his teeth.

Willow moaned and nodded her head slowly. "I-it's---
Oh--- yessss, " she sighed as he gently suckled the
soft flesh.

Spike, still holding her hand, straightened her index
finger and took it slowly into his mouth, pulling it
in inch by inch with his lips. His tongue wrapped
around it, eliciting another gasp of pleasure from
her.

He sensuously gave each finger the same meticulous
care, finally pushing her hand open and delicately
licking her palm, his tongue making a wide wet swath
across her skin.

Giles softly blew his warm breath into her ear before
slowly letting his lips kiss a trail down her neck.
When he reached her pulse point, he stopped and nipped
her gently.

"Oh, God," she breathed.

He licked the small red mark he'd made. "Like that, do
you love?" he asked, his husky voice sending shivers
up her spine.

"I think she likes it," Spike's low voice held a sly
grin.  "How about this?" He began placing tiny,
barely-felt kisses on her wrist. Then he started
working his way up her arm until he reached the
particularly sensitive spot on the inside of her
elbow.

Giles grinned against her skin as Willow barely
managed a nod. He pulled his hand from around her
shoulder and traced the long line of her neck, letting
his long fingers dip down into the valley between her
breasts.

"You know what this shirt does to me?" he asked,
fingering the top button. Again, she could only nod,
her pulse throbbing, the ache between her legs
growing. "Shouldn't have worn it for him," Giles
reprimanded in a sultry voice. "S'only for me.
Understand?"

"Mmm-mmmm," she murmured breathlessly.

Spike turned his attention away from her arm, placing
her palm on top of the bulge in his lap. He had more
interesting territory to explore. His cool hand barely
brushed her knee, as his fingers inched up her thigh,
her skirt giving him easy access to her skin.

Willow gently rubbed Spike's erection, the coarse
material of the jeans holding him tightly in place.
She delighted in the soft moan that escaped his lips
when her fingers slid down between his legs,
pressuring that sensitive spot.

Spike's hand made an agonizingly slow journey along
her thigh. His long fingers dancing along her
skin, barely touching her. Each pass, up and down,
would draw him closer to her center.  His other hand
reached out and gently turned her head towards his, so
that he could capture her mouth in a kiss.  Soft and
slow, exquisitely languid, his kiss mimicked the
teasing of his hand on her thigh.

Giles continued to kiss her neck, sometimes lingering
over her throbbing pulse, feeling her passion rushing
through her body. His hand had long ago stopped
playing with the button of her blouse. To delicious
effect, he slowly unbuttoned her top, letting the
fabric casually fall aside as he went.

Once the shirt was undone, he swept his fingers across
the lace of her bra, brushing against the hard peaks
of her aching nipples.

Instinctively needing to touch him, Willow's other
hand reached out and stroked Giles' cock through the
thin material of his slacks.

"Gah," he gasped, as her fingers molded to him. Willow
smiled against Spike's mouth and then broke their kiss
to turn and look into Giles' eyes. Dark green met dark
green, both wet with passion. Giles' hand moved from
her breasts to touch her cheek, guiding her mouth to
his.  Spike's free hand now drifted down to replace
Giles' on her breast.

Giles' tongue dove into her mouth, forcing its way in
to taste her.  In contrast to Spike's teasing kiss,
this was a kiss of domination. 'Mine,' it commanded.
She enjoyed being possessed as much as Giles needed to
possess her.  Gradually, the kiss mellowed. The
pressure of his lips against hers lessened, as her
small tongue ran across his teeth, before darting out
and lashing against his.

Spike switched hands, so that Willow could have
better access to his lap. His left hand, nearest
Willow, went around her shoulders, bracing both of
them. His right hand rucked up her skirt and then he
ran his fingers across the silky fabric of her
panties. He could feel the heat coming off, and feel
how wet she was. His keen sense of smell took in the
intoxicating scent of her arousal.

As his fingers rubbed along her, Spike could feel
Willow gently push toward his waiting hand, silently
begging him for release. At the same time, her own
hand squeezed and stroked his aching cock. He hungered
to feel her soft touch against his skin.  He started
nuzzling her neck.

Giles' hand strayed from Willow's cheek, drifting down
to cup her breast. His large hand held her easily. He
caressed her through the material of her bra for a
moment before slipping his fingers inside. His warm
fingers captured her nipple, pinching it ever so
slightly. Her breath caught, and Giles pulled out of
the kiss, a wicked grin on his face.

Willow replied with her hand, letting it grasp his
hardness and slide down toward the base.

Giles' eyes fluttered for a moment, before meeting
hers again, promising a wonderful sort of retribution.

Willow met their desires with her own. She let go of
both men and her hands stray up to the fastenings
of their pants. She struggled with the odd angle for a
moment before they took the hint and helped release
themselves to her touch.

Both men moaned as her small hands took their hard
lengths in her warm fingers. In a slow easy rhythm,
she stroked them. Up and down, letting the velvety
skin slide beneath her hand. Up the to the swollen
heads, stopping for just long enough, before plunging
back down to squeeze the base. She repeated the
movement, sometimes quickly and sometimes torturously
slow.

Giles regained enough of himself to open his eyes.
Through heavy lids, he eyed her breasts, still covered
with black lace. With a swift and practiced hand, he
unsnapped the front clasp and leaned in to taste her
creamy flesh. He held one, rolling the hard nipple
between his thumb and forefinger as his mouth devoured
the other.

Spike stilled her hand only long enough to make sure
he didn't spiral before his lovers. He kissed Willow's
mouth, swollen from her time with Giles. He suckled on
her lower lip before reaching down and slipping his
hand inside her panties.

Willow moaned as he slid a finger along her clit,
finally burying it deep inside her. The angle of his
hand was just right, keeping pressure against her
sensitive nub.

Her breath quickened as she felt her thigh muscles
involuntarily clench. She leaned her head back against
Spike's arm, trying to concentrate, trying to maintain
the slow rhythm of her hands, but the feeling inside
her was too much, too strong. She could feel it
building inside her. Her hands increased their speed,
pumping up and down ferociously on the two cocks.

All three moaned softly, the tension building, each
needing release.

Giles took her small breast entirely into his mouth,
engulfing it as he felt the blood rushing to his
groin.

Spike thrust a second finger into her, as he sought
out her clit with each upstroke. His eyes clamped shut
as he felt the start of his orgasm. He grunted and
rolled his head back as the explosion rocked his body.

Giles called out Willow's name in a strangled cry
against her chest as he came.

Willow gasped and felt herself fall inside, imploding
for the briefest of moments before her muscles
clenched on last time. The rush of her orgasm coated
Spike's hand; her spasms squeezed his fingers as he
continued to shake from his aftershocks of his own
climax.

Eventually the world came back to them.

Spike licked his fingers as he tilted his head towards
Willow's. Willow lifted Giles' head from her chest and
kissed him gently, their breath still coming too fast.
Then she turned to Spike and gave him an equally sweet
kiss.  She could taste herself on his mouth.   As she
lay her head back on Spike's arm again, Giles' reached
over and  took Spike's hand. With a grin, he finished
licking Spike's fingers clean. When he was done, he
looked up and grinned at Spike, who smiled back in
satisfaction.

Each sat back in their seat to let the flush of the
climax slowly ebb.

A few moments of silence passed.

"I think, " Willow said, still a bit breathlessly.
"This has just become my favorite movie.  When can we
see it again?"

Both men chuckled. Spike leaned in closely. "I think
they're showing it all night."

Willow sighed and moaned softly. "All night?  I'd
better freshen up then." She kissed each man quickly
and then scooted out of her seat.

"Get some napkins, pet? I'm a bit of mess," Spike said
with a satisfied grin.

Willow chuckled and nodded. Giles, who was sitting
nearest the aisle, grabbed her hand briefly. "Don't be
long, love."

Willow smiled and raised an eyebrow. "Don't worry,"
she cooed.

Straightening her skirt, Willow made her way down the
stairs and started for the bathroom.

"Willow?"

Willow froze. Oh, boy. So not good. She turned to see
Denise coming toward her. "Denise," she said with
forced gaity.

"Hi! I didn't see you come in. But..." Denise said as
she leaned in closely. "You'll never guess who I *did*
see."

Willow sighed, but tried to keep the smile plastered
to her face. "Who?"

"Guess."

"Uhm," Willow hesistated.

"You'll never guess," Denise said excitedly.

Willow's expression grew horrified as one terrifying
thought suddenly blossomed in her head.  Buffy
wouldn't have, couldn't have followed her...  She
found she couldn't complete the thought.  Didn't dare
complete the thought.  Denise was gratified at the
response her question had brought.  "Is-is-is it
B-b-buffy?" said Willow, too appalled at the idea to
speak clearly.

"No, oh no," said Denise.  "Although, that would have
been pretty funky, too."

Willow's whole body sagged in relief, and she took a
deep breath.  "Now, I've really got to go to the
bathroom," Willow said.

"Oh. Okay," Denise said.

Willow smiled thankfully and headed toward the Ladies
Room, with Denise following close behind.

"So, guess again," Denise urged, as they entered the
restroom.

Willow opened one of the stalls and sighed.

"Go on, guess," Denise prompted.

"Uhm, Riley?"

"No. You are so never going to get this." Denise
looked at herself in the mirror and picked a popcorn
kernel out of teeth.

"I give up," Willow said tiredly.

"I'll give you a hint. He's British."

"Uhm..." Willow hesitated. She flushed and left the
stall. "Who?"

Denise nodded knowingly. "Your boyfriend."

"Oh?" she asked non-chalantly as she washed her hands.

"I know. I was like totally shocked. I mean, wait,
*you* will be totally stunned." Denise was less than
pleased at this blas? response to what she considered
her shocking announcement. "Wait for it. It's like,
here's the thing...You wanna sit down?"

Willow looked around the bathroom, raised an eyebrow,
and shook her head.

"He wasn't alone. Brace yourself. Your boyfriend.
Buffy's dad..." she leaned in a whispered...."is gay."

Willow couldn't stifle the laugh; she tried, but it
just came out. "Oh, really?  Fancy that."

"Are you in shock? I am so, like, totally in shock.
You must be in shock. I heard on Oprah that people use
laughter as like a defense mechanism. So if you feel
like puking... you know, go ahead. Let it out."

Willow controlled herself. "No, I'm okay. Really.
Thanks."  She finished washing her hands and bit her
lip to keep from laughing again at the eager look on
Denise's face.  She took a paper towel and dried her
hands.

"Maybe he's bi. I mean that would explain it right?"
Denise reasoned. Willow reached up and grabbed several
more paper towels.  She looked at what was in her
hand, seemed to consider something, and then simply
opened dispenser and took out a handful.

Willow nodded to Denise. "That's certainly *one*
explanation." She smiled and headed for the door.
Denise followed closely behind, ignoring the fact that
Willow was stuffing all the paper towels into her
purse.

"You are so cool about this," Denise said in awe.  "If
it was my boyfriend, I'd be all 'Is it me? Did I make
him gay? I'm like a gay maker'  But not you.  You're
all 'whatever'.  That is so, so, sophisticated."

"Look, it's just..." Willow started but there was a
ruckus at the front door that took her attention.

Kyle was banging on the glass doors.

"Him again?" Denise said rolling her eyes. "I mean...
He's cute, but 'Hello Bellvue.. table for one!"

"Willow!" Kyle called out. "Willow!"

Willow clapped a hand to her forehead. "I completely
forgot about him."

Denise's eyes went round, and she turned to Willow.
"Him, too? My God, you... are my hero!"
***
"Willow!" Kyle yelled again.

She smiled and waved weakly. What could she do now
that he'd seen her?

"So your dating him, too?" Denise said in awe. "Wow...
Buffy's dad and now this guy. Do you, like, take B-12?"

Willow sighed. She couldn't go back up to the balcony
now. What would Kyle say to Riley?  And what would
Riley say to Buffy?  Biting the bullet, she walked
over to the glass doors with Denise following close
behind.

Kyle was obviously upset. "Willow, what happened? Why
didn't you come look for me?"

"Well, I--" she hesitated. She decided to take another
page out of what was rapidly becoming her bible:
"100 Lies for All Situations" by Spike...
#4 Go on the offensive.  "Me? Where did you go? I
waited for you!"

"You go, girl!" Denise cheered her on.

"Denise!" the manager yelled. "Get back to work!"

"Be right there Mr. Rudnick!" The girl turned back to
Willow and rolled her eyes. "I've got to go, but
you'll fill me in later, right?"

"Denise!" he yelled again.

"Keep your pants on!" she responded and then turned
back and winked at Willow.  "Not you, of course,"
she said saucily before hurrying back to the snack
counter.

Willow sighed heavily.

"Who is that?" Kyle demanded.

"Oh, she's-- Now, hold on just a second here, mister.
I'm the one asking the questions. I mean, you walked
out on me," Willow said trying her best to sound
indignant.

"No! I didn't," Kyle protested. "There was this crazy
blond guy and then..." The young man trailed to a
stop, lost himself in Willow's emerald eyes.  He shook
his head to clear it. "No excuses. You're right. I'm
sorry. Can you forgive me?"

Willow frowned. She wasn't expecting this. She was
counting on him being upset, not nice. She could deal
with upset, but a sincere Jude Law-ish face. Uh-oh. 

*****

"What the bloody hell is taking her so long?" Spike
hissed.

Giles sighed heavily. "How should I know?"

Spike grimaced. "I wish she'd hurry up with those
napkins.  I don't like feeling so... dirty."

Giles laughed. "That's rich, coming from a man who
lived in a crypt for twenty years."

"That was different.  That was a dry dirt - this is,
um, sticky and damp."

Giles eyes Spike and raised an eyebrow, "Getting a
little particular in your old age, aren't you?  I
could let Willow know that you, um, prefer to skip
getting," Giles' voice took on an overly innocent
tone, "sticky."

Spike growled softly in response.  "Very funny."  He
craned around and looked at the doorway again.  "What
the hell is she doing?"

*****

"How can I make it up to you?" Kyle asked.

"You don't have to--"

"No, really. I want to. Please?" he asked. "Can I at
least buy you some ice cream?"

What could she say? He was being so sweet when he had
every right to be upset. She just couldn't be mean to
him. "All right..." she agreed and then quickly added.
"But I- I have to go back inside for a minute.  I
think I left my purse in the ladies'."

"Right there," he said pointing at her shoulder.

"Oh, oops. Huhuhuh."  Staccato laughter burst from
Willow, and she clapped her hand over her mouth.  She
was getting a bit frantic. She had to at least get
back inside and explain what was going to Giles and
Spike. Otherwise...  No, no thinking about otherwise!

"I'll be right back. I-I left some trash on the floor
and-and you know how they ask you to throw it away.
Hate a litterbug!" she said over her shoulder as she
dashed back into the theater.

"Okay! I-I'll wait right here!" he called out after
her.

Willow ran back up the stairs to the balcony.

"It's about bloody time," Spike rasped.

Willow sighed and quickly tossed each a fistful of
napkins. "I'm sorry, something's come up, and I've got
to go get some ice cream, but don't worry I won't be
home too late, and I'll try to make it up to you
then." As quickly she appeared, she ran back up the
aisle.

The two men stared after her for a second before
looking at each other.

"Ice cream?" Giles echoed in confusion.

Spike grinned. "Make it up to us."

"Idiot," Giles spat. "Make it up to us for what?"

"Oh, right." He paused for a minute before realizing
what must have happened. "Bugger!"

"Exactly!" Giles hissed as they both hurriedly cleaned
themselves, just before the house lights came up.

They bounded down the stairs and scanned the lobby for
any sign of her. Grunting in unison, they strode
toward the exit.

Denise leaned against the concession stand counter and
watched the two disheveled men storm out and sighed.
"I wonder what's on the Spice channel tonight?"

Once outside the two continued their search. "There's
the blighter's car," Spike pointed.

Giles sighed heavily. "Well, that's something anyway."

"It is?"

"There's only so much you can do in public."

"Says the man who shagged the Slayer's mother on the
hood of cop car," Spike snorted.

"That was..." Giles started to protest, but frowned.
"Point taken."

"Don't say point, mate," the vampire said.

"What?"

"Point," Spike explained. "Touchy subject."

Giles rolled his eyes. "Oh for the love of... They
can't have gone far," he said as he started down the
street toward the main strip of shops.

"Better not," Spike grumbled as he fell in step with
the Watcher.

***
 
"So, what would you like?" Kyle asked as they stood in
line at the ice cream parlor.

"Vanilla," Willow said promptly, not even bothering to
read the menu board.  Plain, old vanilla.  That should
get her in and out without too much fuss.

"French vanilla, plain, yogurt?" Kyle prompted her
further. "How about toppings?  Sprinkles, gummy bears,
nuts..." She gave him a sickly smile.  Then she heard
a fateful sound behind her.

"Willow?"

She swallo