By A.M. Glass
Copyright: Sept. 1998-March 1999.
Revised: October 2001.
Second Revision: Dec. 11th, 2004.
Rating: 12
Disclaimer: Joss Whedon, Fox Studios, Mutant Enemy, et al, have something to do with "Buffy The Vampire Slayer". No copyright infringement is intended or inferred. The "X-Files" belong to Chris Carter, 1013 productions and Fox. "Xena: Warrior Princess" belong to UNVERSIAL/MCA, RENAISSANCE PICTURES. The story along with any/all original characters are the sole property of the author and can not be used without expressed permission first.
AUTHOR'S NOTE Oct. 2000.: The family relationships you find in this story are NOT like the ones portrayed on the series. I didn’t come into it until mid-way through the second season. So, you’ll see some differences in how Willow and Xander interact with their parents. I’ve made some changes regarding time zones, as I wasn’t aware how many hours separated the U.K. from America, I used a 12 hour time difference. I now know its only 8 hours so I’ve gone back and adjusted the story to reflect the change, hopefully it has not affected the story in an adverse fashion.
SECOND AUTHOR'S NOTE Dec. 11th, 2004: Hi. As you can see by the date, it's been a while since I've visited this story. I started reading it again and I realized that changes needed to be made. Not major ones, however I think the ones I've added will provide more depth to the story, giving us insight to the characters. Of course I could just be blowin' smoke, who knows? Anyhow, I hope you'll like the revisions.
SPECIAL THANKS: To my beta reader, Tracy. Well Trace, here I go. Wish me luck and thank you. I couldn't have done it without your help and input for the past 6 months.


She moved her hands slowly across his chest, feeling the hard muscles quiver at her touch. This was something they both wanted, it was the moment of truth.

Would this foray into physical intimacy bring them closer, or would it crush the budding romance started five months ago...

Willow was sitting in front of the computer terminal in the high school library, searching the net for information Giles needed, when she heard a crash. Startled, the young slayerette jumped to her feet, reaching out for the crucifix she kept with her, she moved cautiously in the direction of the crash.

“Giles?” the redhead whispered, there was no reply. As she edged closer to the door that led to his office she wished Buffy were with her, or even Xander. ‘He's probably out with Cordelia. I can't believe he going out with her,’ she thought. Peering into the office, Willow was puzzled by what she saw. Giles was in the arms of Drucilla of all people. ‘This isn't happening,’ she thought, shaking her head in amazement. “Giles!” she screamed as Drucilla bent forward towards his neck.

Instinctively Willow held the crucifix up, as Dru shoved the Watcher aside knocking him into his file cabinet where he collapsed. The action momentarily distracted Willow, giving the mad vampire a chance to escape as she pushed her way past the teenager. Getting back to her feet, Willow quickly went to his side.

“Um... Tha... thank you Willow,” he said, when she helped him up.

“Are you alright? How did Drucilla get in here?” she asked as she looked out the door.

“I’m... uh, I’m not sure. She... um must have come in while we were out earlier,” he explained, looking for his glasses. ‘Ah, there they are,’ he thought as he picked them up.

“You’re bleeding!” Willow cried out.

“What?” he asked.

The young woman reached out and gently touched librarian’s neck. Rupert saw his blood smeared on it. “Oh... Oh my,” he said as he felt the side of his neck.

“Where’s the first aid kit?” Willow asked. She could see the troubled look on his face and felt him trembling as she took his hand into hers. “Giles where’s the first aid kit?” she repeated.

“Um, it’s... uh, it’s in the top drawer, over there,” he responded, somewhat relieved once the beautiful hacker had let go of his hand. He’d hoped he hadn’t given himself away and that Willow would think the tremor she obviously felt was due to shock. He watched as she got the kit and looked inside for something to clean his wound. She turned and smiled shyly at him, making his heart ache with the longing he felt for her.

Rupert Giles, Sunnydale’s High School Librarian, Buffy Summers’ Watcher, was helplessly in love with Willow Rosenberg. He had done everything he could think of to bury his feelings for her, going as far as dating Jenny Calendar, a fellow teacher at school.

He knew from the beginning that the relationship with Jenny was doomed. Whenever they had gone out, his mind would eventually drift to Willow. Wondering what she was doing, was she safe? Million of things.

He’d recently told Jenny that he didn’t think it would work out between them, not surprisingly, she agreed with him.

“Find what you’re looking for Rupert. Find it and keep it,”she had told him.

Even now as he stood before Willow, he was tormented by the fact that he would see her practically every day. Would see her smile; hear her voice, be touched by her gentleness, yet by circumstances beyond his control he was unable to express how he felt. He was frightened – deathly so that she would see him as a dirty old man. Someone who couldn’t keep himself in check.

“Giles... Giles, are you there?” Willow asked, waving her hand in front of his face, having noticed his distracted look.

“Yes, I’m sorry. I... was um... I was trying to figure out why Drucilla attacked me,” he responded.

“Oh, okay, why don’t you sit down? You’re taller than I am,” she said.

“Excuse me?” Giles asked thoroughly confused by the request.

“You’ll have to sit down, or I won’t be able to take care of the scratches on your neck,” she explained.

“Yes, yes, of course. Silly of me,” Giles replied as he sat down.

“You are going to Buffy aren’t you?” she asked.

“Tell me what?” the slayer said, having just walked into the office.


Startled, they turned around they hadn’t heard Buffy come in.

“Tell you that he was attacked by Drucilla!” the hacker said quickly, hoping her heart would stop trying to escape from her chest, having been surprised by Buffy’s silent entrance.

“WHAT!” the vampire slayer exclaimed.

“There is nothing to get excited about Buffy, I’m... I’m quite alright, thanks to Willow,” Giles stated.

“I didn’t do anything...” Willow began.

“Yes, you did. If it hadn’t been for you, I might have ended up as some kind of late night snack,” Giles told her smiling briefly before reaching for her hand and continuing, completely forgetting about Buffy. “You saved my life, and I will be eternally grateful to you Willow.”

“Hey, like I hate to break up this love fest here, but what are we going to do?” Buffy asked.

Giles quickly released Willow’s hand, but not before he noticed the blush on her cheeks. “Nothing, She’s long gone by now,” glancing at his watch, it was past three in the morning. “And I think the best plan would be for me to take you both home. It’s late.”

“Could I finish what I’m doing first?” Willow asked hesitantly.

“Yes... yes, of course Willow,” he told her, then turned his attention to the slayer. “How did things go tonight Buffy?” Giles asked.

“The usual, dusted a few badies, nothing much. I did see Xander and Cordelia at the Bronze earlier...” she said.

“Really?” Willow asked, trying to be nonchalant about them going out.

“Yeah... they weren’t there long,” Buffy replied, she could see how much it hurt her friend to hear about them, no matter how hard she tried to hide it. ‘That boy is so blind,’ she thought.

“Okay Giles, you’re done,” the redhead exclaimed.

“Thank you again,” he replied as he stood up.

“Well we better head out. I’m going to check on things, to be on the safe side,” the slayer said.

“We’ll wait here for you, do be careful,” Giles told her.

Rolling her eyes, Buffy left them and made a tour of the halls. Grabbing his coat, Rupert escorted Willow out of his office, locking the door behind him. “Shouldn’t you get your things?” he asked.

“Yeah,” she replied as walked back over to the computer terminal. “So, Giles, have you thought about buying a computer like I’ve asked?” she said as she logged off.

“As a matter of fact, um, I have,” he answered.


“I’m not sure I want anything to do with that dread machine,” he replied.

“Giles,” she said exasperated, “It’ll make your life so much simpler. I’ll teach you, no charge,” she said laughing.

“I’ll... uh... I’ll give it more thought, but I won’t promise anything,” he told her.

Willow nodded as she began devising strategies to get him to buy a computer. Grabbing her coat, she began to put it on, when Giles walked over to her. Her heart began beating faster, ‘Why is that?’ she pondered.

“Allow me,” he said, taking her coat, holding it out.

Willow slipped her arms through. “Thank you,” she said.

“You’re welcome,” he replied.

“I’ll come back later, after school,” she noticed the blank expression on his face. “To get the information you needed?”

“Ah, yes,” he answered.

“I was a bit distracted earlier,” the hacker said.

“I can see how Drucilla’s unexpected visit might have curtailed your search. Not that anything else would,” Giles responded smiling, knowing Willow would have been at the computer all night if Drucilla hadn’t shown up. “I have the utmost faith in you Willow.”

They both looked at the library door when Buffy returned.

“Any problems?” the Watcher asked.

“Nada. It’s as quiet as a crypt... not that any of the crypts we’ve seen have ever been quiet,” Buffy replied.

“Shall we go then?” Giles asked.

“Yeah, I’ve got a history exam today. I can’t wait,” Willow said, getting a look from Buffy. “Can I help it if I like school?”

Like? Excuse me, did you say like?” she asked, watching her friend nod her head. “Love, adored, can’t live without, maybe... but Like?” Buffy responded.

“I think it’s very commendable of Willow, if I do say so myself,” the librarian said in her defense.

“You would Giles. So, are we leaving or what?” Buffy asked.

“Yes, let’s go, otherwise you’ll both have some serious explaining to do,” Giles replied.

The trio left the school, Giles dropped Buffy off first, waiting until she had entered her home before beginning his drive to the Rosenberg residence.


The drive was a quiet one, as both Willow and Giles were lost in thought.

Willow went back over the events of the past few hours. She felt she had a strong bond with the Englishman, she trusted him, perhaps more than she trusted Xander, which said a lot in her book.

She thought back to a dream she had about him almost a week ago, one that left her feeling quite... ‘Aroused?’ she asked herself, as she looked out the window.

Rupert glanced over at the beautiful redhead sitting beside him, seeing her reflection in the window. ‘What’s making you smile that way?’ he wondered. Before they knew it, they had arrived in front of Willow’s home parking his car Giles opened his door and stepped out. “Wait a moment Willow,” he asked, looking around carefully. He was going to make sure before he let her out of the relative safety of the car, that there was nothing that could pose a threat to them, especially the hacker.

Only when he thought it was safe, did he go around the other side of his car and open the door for her.

“Thank you Giles,” she had never known him to be so protective of her.

“My pleasure Willow. I’ll see you to your door,” he said, as he gestured her to walk in front of him.

“You don’t have to...” she began.

“I know I don’t have to Willow. I... um, I want to. Unless you’d rather not be seen with a stuffy old librarian,” he told her, getting ready for her refusal.

“You... are not old Giles. Stuffy... maybe. Lead the way kind sir,” she replied smiling, taking his arm.

Grinning, Giles walked Willow to her front door, wishing it could have been longer. He moved aside as she put the key in the lock, opening the door.

Willow stepped into her house, turning around she said, “Goodnight Giles, I’ll see you later?”

“Of course Willow. Goodnight,” he replied. He started to walk back towards his car, when he felt a tapping on his shoulder. He saw Willow standing there looking away, as if she were afraid to face him. Concerned he asked, “Is there something wrong?”

The hacker looked at him and before he could react, she kissed him on the cheek, and ran back into the house closing the door behind her.

He wasn’t sure how long he had stood there before he walked back to his car. He had absolutely no idea how he had been able to drive home without having an accident.

‘She kissed me. She actually kissed me,’ he thought in utter amazement.

It was the perfect ending to an eventful evening closing the door behind him, Rupert entered his kitchen and filled his tea kettle with water placing it on the stove.

He tried not to dwell on the kiss but he knew that would be impossible. After the water had come to a boil he fixed himself a soothing cup of tea, taking it with him, as he went into the living room and sat on the couch. “Why did she kiss me, I wonder?” he asked himself, taking a careful sip from his steaming cup.


“I don’t believe I kissed him,” Willow exclaimed, as she went upstairs to her room. “What was I thinking?” she groaned. She tossed her pack on her bed and went to her computer checking for e-mail. Having replied to the few she had, she went to bed. Throughout the rest of the night she tossed and turned as she dreamt of the kiss and other things.

When the morning came both Rupert and Willow were exhausted, each for their own reasons.

They both knew the consequences of the kiss could cause serious ramifications to their friendship if left unspoken.

Rupert arrived at the school earlier than usual he hadn’t been able to sleep. Each time he had drifted off, the beautiful redhead would invade his dreams, filling his thoughts with images that were best left alone – locked away.

Walking down the crowed halls of the high school, Willow knew she was avoiding the library – avoiding Giles. She hadn’t seen Xander or Cordelia but she had spoken with Buffy earlier during class. She didn’t have the nerve to tell Buffy about the kiss, she had no idea how Buffy might react and there was no way she was going to tell Xander.

By the time school had let out for the day Willow knew that she would have to face Giles. Walking to the entrance of the library she desperately tried to think of something to say – some explanation for her actions last night.

Giles had been pacing up and down for most of the day only to glance at the entrance whenever he heard the door open. He admitted to himself that he was waiting for Willow to arrive. He wanted to talk to her – more than that, he just wanted to see her. He knew under normal circumstances Willow would have been here by now. Would have been keeping him company while they researched. Now he wondered if she was going to show up at all.

Pausing outside the library doors the shy young woman stood, debating if she should go in or not. Her mind was made up for her when Xander arrived.

“Hey Wills,” he said.

“Um, hi Xander,” she replied.

“So, why are we standing outside?”

“No reason, really,” she answered.

Nodding his head, Xander pushed the door open, “Well let’s get going,” he said dragging Willow behind him.

Giles looked up to see both Willow and Xander coming through the door. His heart sank, he had been hoping to see her alone.

“Hey G’man, how’s it going?” Xander asked.

“Good afternoon Xander, Willow. To answer your question, things are looking up,” he replied.

“Um, I’m going to get to work on finding that information you needed Giles,” Willow said as making her way to the computer terminal as fast as she could.

“Thank you Willow. Well Xander, what brings you here? I haven’t seen you for a few days,” Giles asked the young man, crushed by Willow’s behavior.

“I told Cordelia I’d be here, thought I could help out...” he stopped and looked over to Willow who was staring at him. “What? Do I have something on my face?” he asked.

“You did say ‘Help out’, didn’t you?” the hacker asked skeptically.

“HA HA very funny. Yes, I did say I wanted to help out. If you needed my special talents,” he replied.

“And what exactly might these special talents be Xander?” Giles asked.

“You know...,” he was at a sudden loss.

“Research?” Willow supplied.

Snapping his fingers, “That’s it, research.”

“Ah, research. There is something you can do for me then Xander...” Giles began.

“Name it,” the teenager eagerly responded.

“Could you go to this address?” Giles said as he wrote it down on a slip of paper, “Ask for Jason Mercury, tell him I’ve sent you and he’ll give you a package. It contains some rare books on the occult.” He gave the slip of paper to Xander, who frowned.

“This is on the other side of town,” Xander said after reading the address.

“Is there a problem? Perhaps I could find someone else to do it.”

“No, no. It’s not a problem,” his eyebrows raised as a thought came to him. “I’ll ask Cordy for a ride, we’re supposed to go out later anyway. Wills do you want to go with us to the Bronze?” he asked his best friend.

“Go with you and Cordelia?” she replied.

“Yeah, it’ll be fun. Besides, I wanna pump you for some information, you know... about girls, seeing as you are one.” he asked.

Giles ached to take Willow into his arms. ‘How could he do that to her? How could he ask her to give him advice about women?’ he asked himself.

“No thanks Xander, I’ve really got to get this for Giles, he needs me here. Don’t you Giles?” she asked, silently pleading with her eyes.

“Yes... yes I do. I’m sorry Xander, but I need Willow with me,” he said, ‘Always,’ he continued silently.

“Okay, I’m going to see if I can catch up with Cordy. See you guys, I’ll bring the books by later tonight G’man,” Xander said as he was leaving the library.

“Xander,” Giles called out.

“Yeah,” he replied stopping at the entrance.

“I don’t plan on staying late tonight. Why don’t you call first, if I’m not here, just drop them off tomorrow, alright?” Giles said.

Shrugging his shoulders, Xander replied, “No problem, bye Wills,” and left the library.

“Bye...,” Willow’s response died on her lips, he left before she could finish.


Turning to the young woman, Giles walked over to her, the look on her face made him want to die. ‘Damn you Harris,’ he thought. “Willow, I do believe we should talk,” Giles began.

“I guess we should,” she agreed.

“But not now. Would you mind if we spoke later, is that all right?” he asked.

“Later would be good,” Willow answered.

“Fine, I’ll be right back, there’s something I need to do. I shan’t be long,” he explained.

“Oh, no. Take your time, no need to rush on my account,” she responded, hoping he’d take as long as he could.

“I’ll see you later,” he said.

Willow watched as Giles left the library, wondering where he was heading to, before going back to her research. An hour had passed before he returned, Willow glanced up from the terminal to see him coming in with a grocery bag in his hands.

“I’ll be with you momentarily,” he told her as he entered his office.

Feeling an impending sense of doom, she continued to down load several articles she believed he could use on disk.

Poking his head out of his office, Giles cleared his throat, “Willow, could I have a word with you please?”

“Sure,” she replied, although it took a few seconds for her legs to respond to her commands to get up from the desk. As she walked towards his office, she noticed how dry her mouth was and she kept having to wipe her hands on her pants. Reaching the door, she stood there for a few seconds gathering courage, taking a deep breath, she stepped into his office, she said, “You wanted to... see.....” she could not believe her eyes.

“I’m... I’m not quite sure about this,” Giles told her, watching the young woman’s eyes practically pop out of her head.

“Are those for me?” she squeaked.

“Um... do you like them?” he asked, as the hacker moved slowly towards his desk.

Nodding her head, Willow stepped closer still, there in the middle of his desk were a large bouquet of roses. Leaning over she inhaled the intoxicating fragrance coming from them. Looking over to Giles she asked, “But why?”

“For last night...” he said, quickly adding, “... for saving my life, for being in my miserable existence. No... wait,” he said as he watched her bristle at the last comment. “I just wanted you to know, um, how much I value our friendship.”

“Oh...” Willow replied feeling somewhat disappointed.

“You could ask me to do anything, and I would... within reason of course.” Willow smiled as his practical side began asserting itself. Giles started pacing in the small office, “I’ve ah... I’ve had to keep my feelings for you a secret, locked away... please, just hear me out, it’ll become clear,” he said noticing her confused expression. “As I said, I’ve been keeping certain feelings I’ve developed for you secret. One, because of our age differences and two, because I know you have feelings for young Xander, and I respect them. Although I want to thrash him soundly for the way he treats you at times,” he continued trying not to let his feelings for the teenager get the better of him.

“Giles...” Willow said.

“Please allow me to finish,” Giles responded as he cleared his throat. “Um... I realize that you’ll be turning eighteen shortly, in another four months from now, if I’m not mistaken.”

“No, you’re right,” Willow replied.

“Yes, well I was wondering if you wouldn’t consider it, I believe you might say bogus? he started saying before Willow interrupted him.

“Giles! Just say it...” Willow demanded of him.

“Ah yes, I was wondering, could I take you out to dinner... or a movie perhaps, if you’d like?” he asked feeling uncertain.

“Are you asking me out on a date?” she asked, hoping that’s what she heard him say. Although she was very intelligent, dating had always been a mystery to her.



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