Title: Let Me Thank You Properly
Author: Andrea
Email: aegermaine@yahoo.com
Rating: 18
Pairing: Willow/Giles
Disclaimer: Joss owns characters
Distribution: My site(Strange Brew); Arwen , Emilie, Nickie and Fever of Fate
Spoilers: 3rd Season: Choices
Special Note: This is based on a challenge by Tricia Stewart a couple of weeks ago. The challenge was to have a smut scene based on a Giles scene from any episode.This one is from Choices.
Summary: After Willow gives Giles the pages on Ascension, he decides to thank her.
Feedback: Yes!

Willow peeked into Giles' office and saw him eagerly reading the pages. She knocked on the doorframe and Giles looked up. Smiling, he motioned for her to come inside.She closed the door and sat on the couch.

"So, are the pages helpful? I mean, I tried to get as many as I could but I wasn't sure how much time I had. Then, Faith came in and I..." Giles held up a hand to shush her.

"It's allright, Willow. These pages are more than enough. "

She sighed in relief. "Oh, good."

He put down the pages and slowly stood up. He walked over to the sofa, his stride predatory. Willow looked at him, wide-eyed but intrigued. He sat down next to her and reached out to turn her face to his.

"I realized I haven't thanked you properly." he said, caressing her face.

"Thank me properly?"

"Yes.", was the last thing he said before he kissed her. His lips pressed gently on hers. His tongue traced the outline of her lips before slipping inside her mouth.He teased her tongue, touching it then retreating.

She groaned and wrapped her arms around his neck to pull him closer. She slipped her tongue into his mouth, exploring it thoroughly, claiming it as her own.

After awhile, Giles pulled away to catch his breath. He stared at her, taking in her swollen mouth, glazed eyes and flushed face . He was looking for disapproval but found none. All he saw was her shining smile and lust-filled eyes. He grinned and lowered his head to her neck, nipping and sucking her flesh. She groaned.

Oz had never, ever kissed her like this. She felt alive, all the nerves in her were tingling. This was her fantasy come true was her last coherent thought when she suddenly felt him sink his teeth into her neck lightly. She moaned loudly."Giles..."

He smiled  and kissed his way up to her earlobe, playing with it. "Like that, did you love?" he whispered sexily in her ear.

She nodded and grabbed his head, crushing her lips on his kissing him passionately. He wrapped his arms around her and lowered her down on the couch. He pulled back and frantically rucked up her dress,pulling it off of her.

He was speechless. She was lying there almost naked except for a tiny white laced panties. She was beautiful. Her skin was the color of porcelain,contrasting nicely with her luscious red hair and emerald eyes.

Her breasts were perfect,young and firm. His gaze traveled lower to her flat stomach and hips, then to her long, shapely legs. He licked his lips wondering what she tasted like.

"You're wearing too many clothes." she said in a husky whisper.

He raised his eyebrow." Are you going to do something about it?" he asked,his voice a mix of teasing and seduction.

She smiled slyly and sat up. She pushed the suspenders off his shoulders and loosened the knot of his tie.She pulled the tie off and slowly undid the buttons on his shirt. Giles breath increased with each unbuttoning, not sure if he could be patient much longer.

She pushed the shirt off and gasped. His chest was firm and muscled with a sprinkling of honey-colored hair on his chest. She ran her fingers lightly up and down his chest, tangling them in the curls. He moaned and grabbed her hands.

He raised them to his lips and gently kissed them, finger by finger. She sighed happily, her whole body quivering. He released her hands and stood up.

As he was reaching to undo his pants, she brushed his hands away. She undid his belt, pulling it slowly out of its holster. He shivered slightly, the slowness driving him mad. She unbuttoned his pants and ran her index finger teasingly down his zipper.

"Willow." he growled, warning in his voice.

She looked up, a sly smile on her face. She noticed his eyes and gasped softly. His eyes were dark and lust-ridden, a hint of Ripper behind them. Willow quivered, excited and pulled his zipper down, yanking his pants laong with his boxers down to the floor.He pulled them completely off as well as his socks and shoes, all the while staring at her, noticing her smiling at him wickedly.

After discarding his clothes, he leaned over and pushed her so that she was lying flat on her back. He ran his hands down her sides till he got to her lacy panties. She lifted her hips so that he could slide them off of her.

Tossing the panties aside, he bent his head and ran his tongue up her leg, starting from her ankle up to her inner thigh . He licked her inner thigh, slipped over her center entirely, ran it back down her other thigh.

"Giles..." she moaned, reaching out to him. He grabbed her left hand, kissed it and held it in his own, as he bent his head once again and flicked his tongue over her clit. She arched off the couch, crying his name and squeezing his hand as her first orgasm hit.

After Willow calmed down enough, he ran his tongue up and down her lips, nibbling and blowing softly on her red curls. She whimpered and holding his hand, thrust her body towards him, begging silently for his warm mouth. Having mercy on her, he sucked hard on her clitoris.

"Giles!" she screamed, as her second orgasm shot through her.

Still holding her hand, her nails digging into the back of it, he continued to suckle her clit, easing every ounce of her orgasm from her. Raising her head slightly, she begged." Please..." the orgasmic overload becoming too much for her.

Grinning, he moved up her body, released her hand and kissed her. She licked his lips, tasting herself on him before pressing the advantage and thrusting her tongue inside. Their tongues mingled wildly, each one trying to dominate. Willow tangled her hands in his hair, grabbing fistfuls in each hand and sucked his tongue into her mouth. He groaned deeply and reached a hand down to guide himself into her. Unable to hold back, he buried himself into her, feeling her barrier break.

He pulled back, surprise in his eyes. "Willow, I didn't know..."

She leaned up to kiss him. "Sshh! Waited for you, Giles." she grinned, licking his lips. "Love me,Giles."

He smiled tenderly and slowly started to move inside her. Willow dug her heels into his thighs, urging him to go faster. Giles sped up his thrusts, his body glistening with sweat and his whole mind focused on the beautiful girl laying beneath him. She wrapped her arms around his back, her nails digging into his skin leaving love trails.He grabbed her shoulders and bent his head to kiss her.

His tongue thrust savagely into her mouth, as his thrusts sped up even faster. He sucked her tongue into his mouth, biting it lightly and Willow groaned against his mouth as she climaxed.

The feel of Willow's orgasm around his cock was enough to push him over the edge. Thrusting once more as deep as he could, he lost control and his orgasm shot into her, filling her with his essence.

Finally, after coming down from his orgasm, Giles pulled back to stare into her green eyes. She looked at him, her smile tender, raised one hand to stroke his cheek lovingly. He closed his eyes and leaned into her touch.

When he opened his eyes, he asked her."Was that a proper thank you?"

She shook her head. " Nope. I think you need to thank me some more. I mean, I took a hit from a slayer just to get you those pages."

He nodded. "You're right." He kissed her softly. "I'm forever in your debt, Miss Rosenberg."

She licked his lips. "That you are, Mr. Giles."

The End


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