Title: Right as Rain
Author: Andromede
Summary: Set S4 shortly after Oz's departure. Giles wants to help ease Willow's heartache so he uses a tried and true method, alcohol. Things get out of hand.
Pairing: Willow/Giles
Note: I recently became obsessed with this pairing and this is my first attempt at writing it. Also the title is taken from the song 'ain't no love' by David gray.
Rated: 18
Distribution: Anywhere, just let me know.
Disclaimer: These characters may not be mine, but I love them as if they were.
Feedback: Yes Please!

Chapter 1: Whiskey Business


The voice calling her name said it in a tone that made her believe it wasn't for the first time, just the first time she was registering it.

"Huh?"She replied pulling her head up from the tome in her lap. She hadn't turned the page in over an hour, still she had no idea what it said.

Giles was looking at her with concerned eyes behind his glasses. Willow's voice had been pretty absent from the scooby meeting. In fact if you asked her it was doubtful she would even be able to tell you what big bad had been the subject.

Was it Spike?

Or maybe the commando guys?

She was aware enough to know at least they were both hot topics of late.

"Oh, Giles." She said straitening up in her seat and collecting herself. She looked around the watcher's flat. No one else was there. "Where'd everybody go?"

"Home." Answered Giles.

"Home? When?" She hadn't noticed anyone leaving.

"About fifteen minutes ago." He informed, his brow crinkling in further worry. "Willow, are you all right?"

Hmm, good question. Was she all right?

No, she wasn't. Not even a little bit. Not since Oz cheated on her with that she-wolf slut, Veruca, and then just took off without a word.

No, all right she definitely wasn't.

"I'm fine." She said with a weak attempt at an assuring smile.

Giles sighed. His heart, where there had always been a tender place for the girl, went out to her. She had seemed to come so far from the timid self -conscious girl he had first met a few years ago. And now all that confidence she seemed to have racked up came falling down after what Oz did.

Seeing how heart broken the poor girl was gave Giles the urge to go after the mutt with a rolled up newspaper.

"Willow," He ventured gently. "I know that we're, you and I, are not accustomed to sharing the more personal facets of our lives, but I want you to know that I am here for you, if you need to talk to someone." he gave her an encouraging smile.

Willow was truly touched by his offer, but if the way her friends acted when she was lamenting about Oz was any indication, he probably didn't really want to know about it.

"Thanks Giles." She said. "But, I don't really want to talk about it, really. What I want mostly is to just forget it. Make the pain go away." She shrugged. "For a little while at least."

"I understand, completely." He sincerely replied. He blew out a breath and pushed back from his chair getting to his feet.

Rupert Giles was well aware of what it was like to want to black out heartache. And he knew how to do so, temporarily at least.

He wondered if he was being wise, as he went to the small kitchenette and reached up in the top shelf were he kept his liquor. Technically, Willow was not of legal drinking age in this country. But since he was British and this was his home...

Besides Willow is a very responsible young woman, beyond her years. She would be able to handle one drink and if it could help any in easing her hurt...Well it'd be worth it.

He grabbed two tumblers (because no one should drink alone).

"Now understand I do not advise you to use this method of pain soothing on a regular basis." He lectured as he poured a good amount of amber liquid into the glasses. "But, every now and then..."

He raised his glass to the wide-eyed girl.

Willow couldn't say a word. She just picked up the glass numbly and clinked it against Giles'.

He smiled. "Cheers." He put the glass to his lips and knocked it back.

She couldn't believe this. Giles was giving her alcohol. Giles? And after everything that happened with Buffy and the beer.

She eyed him and the glass wearily. But decided Giles was the closest thing to a responsible adult she had ever met and if he thought it was okay...well...

She took a gulp.

She fought not to gag.

The stuff blazed a fire down her esophagus. She was pretty sure it was liquefying her internal organs.

She coughed a bit.

Giles patted her on the back asking if she were all right and maybe he shouldn't have given her the blasted stuff after all.

"No, no." Willow protested after the sensation abated. "I'm fine."

She took another drink.

Then another.

And after awhile, it wasn't all that bad.


"What's wrong with me?" Willow wailed awhile latter and a good portion of the whiskey bottle drained. "Why didn't he want me? Why did he leave?" She looked up at Giles with lachrymose eyes.

He put his hand out over hers consolingly. "I'm sure it wasn't you, Willow."

"Yes it was." She argued miserably. "It was me. I'm not enough for him. I'm not sexy enough or pretty enough."

"Now, Willow that's just nonsense!" Giles objected sternly. "You are a very beautiful young woman, you should know that. And you shouldn't let the actions of some adolescent dog make you think otherwise."

Willow's eyes were full wide and she was looking at Giles with the hint of a smile. "You really think I'm beautiful?"

Giles cleared his throat and swiped off his glasses and began cleaning them. It was something about the look in the girls eyes and realisation of what he had just said to her might be inappropriate given their relationship( not to mention her age). It all had the watcher feeling suddenly very out of his element.

But he also knew he couldn't take the words back. It would be a blow to the girl's already fragile self esteem for sure.

"Well, um, yes." He said adopting a formal tone. "You are an attractive young lady. That any young man would be lucky to-"

That was as far as he got before Willow pounced on him locking her lips to his in a sloppy drunken kiss.

Giles made a muffled noise of surprise and the part of his brain yet to be muddled with the alcohol he had imbibed told him he needed to detatch himself from the girl immediately. But the(larger) part of him that was just acting on his natural animal urges returned the kiss with fervour and latched his arms around the lithe figure crushing against him.

She rubbed relentlessly against his groin and his body reacted. She felt it at once. It sent a surge of confidence through her, knowing that she had the power to make this older, more experienced man aroused so easily.

She slid a hand down to cup the hard lump in his crotch.

He moaned in her mouth and put his hands to her incredibly pert bottom. He lifted her so that her legs could wrap around him. Then with one hand secured around her waist he used the other to swipe the surface of the table clear, then laid her body down on it.

He worked the buttons of her shirt as she managed to undo his fly. Once her breast were free he bent down to suckle them each in turn. He pushed up her skirt and slid down her panties. He teased her hot wet flesh with a finger, flicking her clit.

"Oh, God!" She screamed. "Oh, please, please, Giles, fuck me, please!"

Never one to deny someone so in need, he released his rock hard cock and pushed it into her.

The noise he made when he entered her was purely feral.

God, how long it's been. Giles couldn't remember the last time he'd had a good shag.

And when he had on occasion been with a woman, it was always one that was much more age appropriate then the one he was inside now.

He forgot how tight the cunt of an eighteen year old could be. He thought it would have been almost in possible to move himself with in her if it weren't for the abundant self lubrication she provided.

He'd never been inside someone so wet. To think that he, an old man, had had such an effect on this young girl.

It drove him crazy.

He thrust into to her harder and deeper.

Willow's hands gripped his ass and encouraged him to take more.

"Yes, oh God, Gi- Giles, I'm com-, I'm going to-" She was panting encouragements like mad, then they all abruptly ended on a high scream as her walls began to clamp wildly around his cock.

The sensation lead Giles into his own release. He grunted animalistically as he emptied himself into her in a quick secession of hard thrust.

When he was finished he collapsed on top of her in a panting heap.

After a few moments he lifted himself up, taking her with him and took her up to his bed.

Chapter 2: morning after

Rupert Giles woke the next morning with his brain banging against his skull as if demanding to be released. He opened his eyes only to immediately snap them shut again when the bright light coming from the window assaulted him.

He groaned and rolled over to find he was not alone in his bed.

'What on earth?'

He peeked his eyes open again, carefully, and was met with the back of a female head. A head with a shock of red hair.

He propped himself up on his elbow, a movement his head objected to, and leaned over the sleeping woman.

Correction, child. That's what she was.

'Dear God, no. What have I done?'

Giles was horrified with himself, especially when the memories of exactly what he had done to the girl came flooding into his mind. All the places he touched her, the way he had ravaged her nubile body.

'No. Best not to think about that.'

Giles mad a move to get off of the bed and a small moan escaped from the sleeping girl's mouth.

He froze.

After an agonizing few moments he decided she was not waking and carefully removed himself from the bed.

He moved slowly, holding his breath as he bent and picked up last night's discarded clothing. He crept backward to the door, his steps light and cautious as he kept his eyes fixed to the lump under the sheets. He watched her the rhythmic rise and fall that was her breathing and moved his feet in sync with it.

He felt like he was escaping a tigress' lair and he knew if he disturbed the slumbering creature it would be the end of him.

Finally he made it to the door, he pulled it behind him careful not to close it all the way, afraid that the click would resound in the silence.

Once clear of the room he let out a quiet sigh of relief and headed downstairs, pulling on his shirt and trousers.

By the time he reached the landing his stomach was churning furiously, he clamped a hand over his mouth and dashed for the bathroom.

He fell to his knees in front of the porcelain god and purged his sin, until he felt he had turned his guts completely inside out.

He hope the awful sound of his heaving hadn't carried up the stairs.

After he was finished he stayed leaning over the bowl for a moment to be sure nothing more was coming.

Feeling he was empty, he clutched the sides of the toilet and on weak and shaking legs he got to his feet.

He twisted the taps on the sink and splashed his face with icy water. Then he raised his head and got a good look at his face in the mirror.

He wanted to vomit again. It was a horrid sight. His skin looked ashen and gray. He squinched his blood shot eyes at the man in the mirror. The evidence of a lifetime of worry etched into his forehead and between his eyes. He rubbed his hands over the leathery haggard face and wondered, Who the bloody hell is that old man?

'That's you old man.' A voice in his head answered.

He braced his hands on the sink and dropped his head miserably. He looked back up at his reflection, he couldn't stand it, he slapped a hand over the image and turned his head.

God, imagine what Willow's reaction would be when she woke up and realised she had spent the night with this horrible beast.

She would be horrified. Disgusted.

Of course the girl was much too kind to say any of these things out right to him, but Giles couldn't stand the thought of seeing them reflected in those big green eyes of hers.

God, no! He couldn't face it.

He quickly, brushed his teeth and chugged a bottle of mouth wash, then left the bathroom.

He crossed strait over to the front door and paused, he looked over his shoulder.

'I'm sorry, Willow.'

He twisted the knob and opened the door.

Feeling ashamed and wretched and worst of all, a coward, he walked out.

Willow had a moment of disorientation when she first woke up that morning, not to mention a hell of a migraine. But after her clouded memory came back of the events of the previous evening she smiled.

She was at Giles'.

She was in Giles' bed.

Because that's where she had slept last night.

Because she had sex with Giles'.

She had sex with GILES!

Her face warmed and she smiled even bigger.

Gosh, how many times had she fanastised about the watcher/librarian back in high school. They always happened whenever the pair were alone in the library researching, which had been a fair amount of the time.

She'd have visions of him grabbing her and throwing her down on a pile of books and well... you know.

Last night hadn't exactly been what she had imagined.

It was even better.

'Boy, was it ever.'

Then Willow realised she was lying in this bed alone.

She looked around the room.

"Giles?" she called out.


She scooted her body off the bed, keeping the sheet wrapped around her and went out of the room. She peered down from the top of the stairs.

"Giles?" she called down.

No answer.

'Maybe he's in the shower or something.'

She trotted down the steps to check the bathroom.

She didn't hear any water running or anything.

She rapped lightly on the door.



She pushed open the door.

Big surprise, he wasn't there.

But she did find a bottle of aspirin and tapped out two tablets. She went to the kitchen for a glass of water to take them with.

'Maybe he went out for coffee or something.' She tried to reason, but she wasn't really convinced.

But still she couldn't quite believe that Giles, the upstanding man she knew and admired, would give walk out on her like this. So she decided to give him the benefit of the doubt and chose to believe he would come back soon.

She went back up the stairs to collect her clothes, then went back down to the bathroom to have a shower.

She desperately wanted to brush her teeth, but couldn't find an extra brush. She considered using Giles', after all the places her mouth had been on his body and his on hers, she didn't think the idea of sharing a toothbrush such a big deal. But she did feel weird about doing it without asking first.

'Well if he was here, I could ask him couldn't I? But since he's not.' She plucked up the red handled brush and squeezed out the white paste on it. Then furiously scrubbed away the fuzzies on her teeth.

'Ugh.' Her mouth felt like she spent the night sucking on cotton balls.

'No, those definitely weren't made of cotton.' She thought giddily, blushing red.

Then anger flared, she couldn't believe Giles had took off on her like that.

After about five minutes of brushing, she spit and rinsed, then gargled what was left of a near empty mouthwash bottle

She went into the living room sat on the sofa and waited.

And waited.

She took a look at the clock and realised she had a class in less than twenty minutes.

Willow couldn't cut a class. No matter how hung over she was, or that she was waiting for the much older man she had slept with to return so they could talk.

Huffing, she got to her feet and found her purse.

'That wiggly bookworm.' She thought. 'If he thinks I'm just going to go and forget about what happened he's got another thing coming.'

She did leave, but with the resolve to return as soon as her classes were over and then, whether Giles like it or not, they were going to have a little chat.

Chapter 3:The G-Spot

When Willow Rosenberg was twelve years old, her parents, who frequently went out of town, decided that she was mature enough to be left by herself for a couple of days without a sitter. Feeling some need to take advantage of the situation the way other kids her age would, Willow stayed up way past her bedtime and watched television progammes that were not suitable for younger viewers.

On one night one of those shows happened to be a show called 'Talk Sex with Sue Johansson." The host, a fairly old woman, Sue, was talking to a call in viewer about how to locate the illusive G-Spot. She spoke in detail about the subject and Willow was riveted. After the show was over, she decided to do some experimenting with the information she had just gleaned.

She wasn't sure if she ever in fact found the G-Spot, but one thing she knew for sure after her thorough investigation, she was going to like sex.

And then years later when she finally actually had sex (after the first time which was slightly uncomfortable) she found she had been right. She not only liked sex, but she really liked it.

And later on still after her and Oz's lovemaking became slightly more adventurous, she found that she really really liked it.

And now, after her experience with Giles...

Well, she thought, if everyone was having sex like that no one would ever do anything else.

She'd like to be doing it again right now.

She frowned thinking about how she had woke up alone this morning. She couldn't believe Giles had abandoned her like that after what happened between them. She figured he was probably feeling guilty or something stupid like that. He probably thought if he just avoided her long enough they could just forget the whole thing ever occurred.

'Well, he can think again.' Willow thought. 'No way am I going to let him get off(tee-hee-hee) that easily.'

Giles may be thinking that what took place last night was a mistake, but to Willow it had been an awakening. A sexual revelation and no way was she just going to let it get swept under the rug like that. No way was she going to give up what had to have been record breaking good sex without a fight.

Rupert Giles had never felt quite so awful in his entire life, and it wasn't just the unbelievably bad hangover at fault. Though it had been quite awhile since he had tied one on like that. His constitution wasn't quite up to it.

But the real root of his misery was knowing how he had taken advantage of Willow. The girl had already been in a fragile state, feeling rejected and undesirable by Oz, so her defenses were down, then he went and plowed her with alcohol and had his way with her.

That may not be what his intentions had been or even how things actually occurred last night, but in the harsh light of day, that's how it appeared to Giles.

And that's probably how it would appear to everyone else.

'Oh god, everyone else.' Giles hadn't even thought about the others finding out about what happened until just then.

What will they say? What will they think of him? What will Buffy think?

'Oh god Buffy.' His affection for his slayer went beyond that of what his job title required. In the past few years he began to think of her as almost a daughter. He thought about how disappointed she would be in him for what he'd done.

'Hell, she'll be more than disappointed.' He reckoned 'She'll be furious. She'll kill me.'

Serve him right. He should be killed for what he had done. It was the biggest betrayal an authority figure could make.

'I should be jailed at any rate.'

Of course what he did hadn't technically been illegal. Except for the part about supplying alcohol to a person under twenty-one.

He wondered what penalty that particular crime held. Whatever it was he deserved the maximum. And then some.

What he had done last night was truly unforgivable. How could he have been so irresponsible? The things he did to that girl... No matter how willing she had been or what kind of encouragements she had voiced.

He remembered her screaming his name calling out yes! Yes! Over and over again as he ravaged her.

He slammed the door shut on that kind of thinking. It didn't matter what she did or what she said, she was a very young, very impressionable girl in a very vulnerable state. And did he mention that she was very young?

He hadn't been so ashamed of himself since his Ripper days.

He had felt his old persona surface from time to time when he engaged in too much libations. It was him that Giles determined was at the wheel of his sexual drive last night.

But it was still his fault for allowing him to be loosed.

'How could I have let this happen?' He asked himself for the millionth time that day. Then clutched his throbbing head and its incessant banging.

It took a moment for him to realise that not of the banging was coming from inside his head.

The door.

Someone was knocking on the door.

With a groan he stumbled over to it.

He looked out to see the red head standing there.

'Oh God.'

He was invaded instantly with a vision of the fifteen year old girl he met only a few years ago who had came into the library, the only student he encountered for the first few weeks of his job as librarian at Sunnydale high.

She had come in wearing orange over-alls over a green jumper and trainers. Her hair had been done in pig tails. He remembered his first thought of the girl (other than her being cute as a button) was that she looked a bit young for high school.

She'd definitely matured since.

'But, God not that awful much.'

"Giles I know you're in there." came her muffled voice through the door. "I heard you groaning. And trust me, I know well what that sounds like now."

'Oh, good lord.'

He took a breath, let it out with a resigned sigh and opened the door.

"Willow," he began.

"Giles, we need to talk." She interrupted trampling past him into the apartment.

Giles shut the door and turned to her, he winced at the crossed arms and resolve face set firmly in place.

"Willow," He ventured remorsefully. "You have no idea how truly awful I feel about my behaviour last night.-"

Willow held up a hand cutting him off.

"No, I'm talking first." Willow asserted.

Giles closed is eyes and bowed his head deferentially.

"Okay." She said. "First off, I want you to know how mad I am about your little disappearing act this morning. Do you have any idea how bad I felt waking up alone this morning?" She asked. "It was awful especially after the way Oz left."

Giles sighed remorsefully. "Oh, Willow I didn't even think about that. I'm so sorry. I was just so raddled about what happened the previous evening. I didn't feel like I could face you." He confessed.

Willow's stern expression softened slightly. "You still shouldn't have done it."

"Yes I know it was wrong of me and I truly am sorry."

"Well okay." Willow relented. "I forgive I guess."

"Thank you."

"You're welcome." she said. "Right, now that we have that out of the way we can get to the bigger issue shall we? About what happened between us last night."

Giles fought a cringe. Here it comes the moment of dread, when Willow berates him for his lecherous conduct. Very well then, he was ready for his comeuppance. He steeled himself for what was to come.

"Giles," Willow went on. "Last night was..."

The most awful experience of my life.



These were the type of things he had been expecting her to say, no way he would have predicted her actual words.


Giles' head snapped up from its shameful downcast position in surprise.

"Come again?" He asked.

"Oh I plan to." Willow quipped, giving him a kittenish smirk.

Giles whipped off his glasses and started cleaning them with the tail of his shirt.

"Willow, I um, I'm not sure I-" Giles was stammering.

Willow felt a bit of a thrill that she had made him nervous. She took steps toward him.

"Giles," She ventured, putting her hand over his to get him to stop his glasses cleaning. He looked up at her his face lined in anxiety. "What happened last night changed things for me. It made me feel something incredible and I'm not just talking about the physical pleasure, though that was pretty intense. Mind blowing actually." She amended. "Way better than I ever fantasized."

Giles felt a surge of vanity. His lips twitched pleased. "You fantasized about me?"

Willow smiled and nodded. "Many times. I still get all tingly every time I go into a library. Which kind of leads me to my point, Giles I've been a little bit in love with you ever since we first met. And for the last couple of weeks I've been feeling absolutely horrible about myself, Oz leaving really messed me up. I didn't think anyone would ever want me again." She looked up at Giles a slow smile creeping across her artless face. "And then last night, Giles you made me feel desirable and wanted. You fixed me."

Giles felt his heart bursting with the overwhelming emotion this girl was evoking in him. He never would have thought he could have had such an impact on her and he felt glad and at once proud of himself for it. For a moment these feelings almost eclipsed his guilt.

He cleared his throat and replaced his glasses on his face. "Yes, well Willow I am very flattered and pleased that you are feeling better," He said, all business now. "But, never the less what took place between us was a mistake."

"Why?" She demanded.

"W-why?" Giles sputtered. "Willow, I'm old enough to be your father, and that's just for a start."

"So?" Willow challenged. "Angel's got you beat by a couple of centuries and Buffy was younger than me when they had sex."

"Well that was different." Giles reasoned. "Angel was-"


"No, well yes, but I was going to say, he didn't show his age. I do."

"Giles," Willow cajoled. "I think you're the sexiest guy I've ever met. I like the way your age shows."

Giles' ego reared its head again. He smirked.


Willow nodded emphatically.

Giles shook his head to clear it.

"But still," He plowed on. "I am a figure of authority, and I took advantage of that last night. Damn that bloody alcohol."

"Oh." Willow uttered dejectedly. "So was that it? Was the alcohol the only thing that made you want me?"

Giles saw the swell of rejection in her large green eyes it sent an arrow into his chest.

"Of course not." he assured. "Willow, you are a very beautiful and desirable young woman and I'm sure there are many men out there that want you, I myself included, but just because we may want something doesn't mean we should just take it. The alcohol wasn't what made me want you, but I never would have acted on anything if I hadn't been blinded by it. For Christ's sake we didn't even bother to take proper precautions, think of what consequences might come from that."

"Oh you don't need to worry about that." Willow interjected. "I'm still on the pill. I didn't want to stop in case Oz came back, I wanted to be prepared. So you don't have to worry about me getting pregnant or anything." She reassured. "As for the other, I don't, you know, have anything and I'm assuming that you're, well, clean?" Her voice rose at the end in question.

"Well, of course I am." Giles replied, affronted.

"Yeah that's what I thought." She repeated.

An awkward beat of silence lapsed.

"Listen, Willow," Giles ventured gently.

Willow held up her hand. "Stop." She said her voice was low so she could keep it steady. "I don't want to hear anymore about why you're rejecting me."

"I am not rejecting you!" He said louder than he had meant. He cleared his throat and checked himself.

"I mean you can't look at it that way. This isn't a rejection, but nothing can happen between us again it would be wrong."

"So you do want me?" Willow asked as if he hadn't said anything.

"Yes I bloody want you! More than I've ever wanted anyone in my life!" Giles hadn't meant to say these words out loud and hadn't even realised he had until he saw the triumphant look on Willow's face.

"Um, I mean, what I meant was, um-" He stammered desperately wishing he could take those words back. But that was impossible. The genie was out of the bottle now and Willow had her wish.

Willow smiled and closed the distance between herself and Giles, she wrapped her arms around his neck and pressed herself against him.

"N-now Willow," Giles voice was strained, he pulled gently on her arms trying to free himself from her. "Despite what I may have said just now, everything before still stands, you and I can't-"

"Shut up Giles." Willow ordered, still smiling and just to make sure he didn't say anything else she covered his mouth with hers. All his further demurrals were stifled by the velvet tongue thrusting into his mouth.

Once again Giles found himself getting rapt up in the feel and taste of this girl and with every stroke of tongue and brush of hips the situation became more and more severe. Before Giles succumbed completely to his growing desire he broke away from her.

Willow gazed up at him, her verdant eyes clouded with lust and confusion. "What?" She asked.

"Why?' Giles wondered. "I don't understand. Why would someone as remarkable as you want to be with an old clod like me?"

Sympathy tugged Willow's heart strings. She brought her palm up to caress Giles' cheek. "You are not that old." She asserted. "And you are definitely not a clod. Clods do not kick vampire and demon butt."

A small laugh escaped from Giles and Willow smiled liking the way his eyes crinkled when he did.

"I've never met anyone like you before Gi-," Willow stopped herself, her face flushed slightly and she ducked her head down. "Rupert." She corrected, calling him by his first name for the first time. "I've never met anyone that loved books as much as I do. Heck, I'll bet you love them even more than me. And you are the only other scooby that thinks research is fun and engrossing and not some chore or punishment. When you really think about it I've never met anyone I have more in common with than I do with you." She resolved. "And isn't that what people look for in a mate. Someone who gets joy out of the same things as they do? That's us. And hey, did I mention the part about me thinking you're the sexiest guy I know."

A slow, broad smile broke out across his face and his insecurities seemed to float away. He pulled Willow to him and, for once, he was the one to initiate their kiss. This one was different than the previous ones they had shared, which had been heedless and ardent. This one started out slow and tender with a subtle mounting wave of passion that crept up on them and swept them away.

They pulled each other close and writhed against each other with growing need. Giles' hand was just inching up under Willow's sweater, her's traveling down to his fly, when the sound of muffled voices filtered in from behind the front door. Shock stilled the couples movements and just in time they stepped back from each other as the door opened and and Buffy, Anya and Xander walked in.

"Hey, guys!" Buffy greeted. "What's up?"

Willow bit her lip and bowed her head to hide her blushing and Giles let out a silent thanks that his sweater was baggy enough to cover what was up.

Chapter 4: Taking it slow

Every minute that ticked by since the others had arrived had been excruciatingly slow. Even after an hour had passed, Giles still hadn't been able to come down from the high of kissing, touching, Willow. And if the looks she kept sneaking his way were any indication, Willow wasn't quick to forget it either.

Giles was becoming increasingly flustered and frustrated wanting to continue what had started between them before they were interrupted, but knowing he couldn't. And the look he kept seeing in Willow's eyes was not helping. He needed a moment to collect himself, so he made an excuse and told everyone he needed a book from upstairs. He shut himself in his small library and tried to gain some semblance of his usual composure.

He leaned his hands against a book shelf and took deep breaths to calm himself. It didn't really work. He nearly jumped out of his shoes when the door opened.

"Somebody's jumpy." Willow remarked with a small smile.

"What are you doing up here?" He asked.

Willow shrugged and innocently replied. "Helping you look for a book?"

Giles looked into her eyes and felt his insides melt. He swept forward and grabbed her up in his arms, kissing her fiercely.

"Mmm," She moaned softly against his lips. Her arms reached up and went around his neck.

Giles pushed her gently against the wall. He lifted her legs up and she wrapped them around his waist. Their groins ground against each other. Their noises of pleasure muffled into each other's mouths.

Giles mouth left hers to travel down her neck.

"Giles." Willow murmured. "I need you, now."

"Well," He huskily replied. "We'll have to be quiet." He said. "And quick."

"Quick's fine with me." Willow purred.

Giles grinned roguishly. "Well, all right then."

"Finally." Buffy remarked as Willow and Giles came down the stairs. "Did you find your book?"

"Hmm?" Giles asked. "Oh, um no." He said. "I think now I remember it was in the library when the high school was destroyed."

"Hunh." Buffy remarked without interest.

"That's sucks G-man." commented Xander. "Now you only have a gazillion books instead of a gazillion and one. How will you manage?"

"Yes. Ha, ha." Giles dryly replied.

He and Willow avoided each other's eyes as they walked to separate ends of the room. Giles took a seat at the desk, Willow on the couch across from Buffy and Anya. Both of them quickly grabbed up a book and stuck their respectable noses in them.

"Hey, Will, are you feeling okay?." Buffy ventured, startling her.

"Hmm?" Willow responded her head snapping up. "Of course, I'm fine. Why do you ask?"

Buffy shrugged. "I don't know. It's just you look kind of flushed. Like you're coming down with a fever or something."

"She's right." Remarked Anya. "You are quite red. Yet I think it looks more like the rosy glow of orgasm rather than fever."

A small nervous yelp escaped from Willow's throat and Giles knocked over the pencil cup on his desk.

"Anya!" Xander chided. "Remember that thing we discussed about how the brain is a filter for our words."

"What?" Anya asked, nonplused. "I just said it looks like the rosy glow of orgasm, I didn't say that she's actually been engaging in any sexual acts. We all know she hasn't what with Oz leaving her the way he did and all."

"Ahn," Xander hissed..

"What? It's not like she's unaware of the fact he's gone or something."

Xander sighed.

"You know," Willow ventured. "I have been feeling kind of sluggy today. Maybe I should skip coming on the patrol with you guys tonight."

"Absolutely." Agreed Buffy, a tad too quickly. It was no big secret to Willow that her friends didn't exactly find her the most fun person to be around lately. "I mean we wouldn't want you to exert yourself unnecessarily if you're getting sick." She hastily added.

Willow stifled the urge to roll her eyes at her friends lame attempt to cover for herself.

"Do you want us to walk you back to the dorm before we hit the cemetery?" Buffy offered. "Maybe you should get some sleep. Speaking of which," She added, her brow furrowing in thought. "Where did you sleep last night? You didn't come to the dorm?"

"Um, I, um" Willow flailed. "I-I went home." She said quickly. "Yeah, I um, went by my house because my mom's sick and my dad's out of town. So I stayed over there." The excuse poured from her lips as fast as it came to her mind. "Which is probably where I picked up this little bug. So I'll probably stay there tonight too. You know to be safe. I wouldn't want to pass it on to you."

"Oh, you don't have to worry about me." Buffy objected. "I never get sick."

Everyone turned a pointed look at her in reminder of the days she spent laid up in the hospital only a couple years prior.

"Well, hardly ever." She amended, sheepishly.

"Well, we wouldn't want to take any chances." Giles interjected. "You are the chosen one after all we can't risk you being out of commission. You have a duty to uphold."

"You concern for my well being is truly touching." Buffy drolly responded.

"Yes, well of course I am worried about your health as well."

"Right. Anyway, do you want us to walk you home then?" Buffy asked again.

"Oh, uh." Willow stammered.

Giles jumped in. "I'll give Willow a ride."

There was an almost imperceptible seductive tilt to his words that sent shivers all over Willow's body.

"You got chills, Wills." Xander observed. "That means it might be the flu."

"Oh, um, yeah. I think that's what my mom said she had."

"Well, I guess we should take off." Buffy pronounced, getting to her feet. "Feel better Will." She bade. "You see that she's taken care, Giles."

"Don't worry, I'll see to her." He assured, his voice again setting Willow a shiver.

Everyone said there goodbyes and as soon as the door was closed behind them all, Willow and Giles let out a simultaneous breath.

"Well," Giles remarked. "That was certainly..."

"Awkward?" Willow offered. "Uncomfortable?"

"Precisely." He agreed. "Also very torturesome." he added. "All I wanted was to be touching you the whole time they were here."

Willow smiled broadly. "Well," She said, slinking up off the couch and moving toward him. "They're gone now."

With that, Giles quickly closed the gap between them. Immediately their hands began roaming greedily over the other's body. Touching as much of each other as they could. Willow slipped her hands under Giles' sweater, her fingers twirling around the course hairs covering his chest.

Things seemed to be rapidly progressing from there. It took an enormous amount of strength for Giles to move his hands from there place on Willow's bottom to her shoulders, but he did and gently pushed her back from him.

"Wait, wait." He urged.

"What?" Willow asked. "What's wrong now?" She had thought they had moved passed the objections stage.

Giles touched her cheek reassuringly. "Let's just slow it down a bit shall we?" He suggested. "I mean we already tried the fast approach. We have time now, why don't we take advantage of it. I want to be able to lavish every inch of you." He said as his fingers traced along her jaw line, down her neck. "And to study all the planes of your body, throughly and with leisure." He placed a small kiss on her mouth. "To sip in the taste of you."

A smile spread across Willow's face and she breathlessly replied, "Slow's sounds good."

Giles kissed her again, lingeringly

He grinned down at her."Well, then, shall we take this upstairs?" He suggested.

Willow's head bobbed up and down eagerly.

So they did.

Willow laid down on the bed. Giles took a moment to stare down at her fondly. Her eyes looking up at him the same way. They smiled at each other. Willow held out her hand to him, he took it and came to her. Gently, he lowered himself onto the bed, on top of her. A soft moan escaped Willow's mouth as his body crushed blissfully down on hers. His finger tips brushed down along the slope of her neck, her chest. He cupped her breast over her blouse, giving it a tender squeeze. She arched up into his palm with a whimper..

He moved his hand to undo the buttons of her blouse, he loosened each one with precision and care, like unwrapping a gift with the intent of reusing the wrapping. He peeled the back the fabric to reveal her white cotton bra and smooth, flushed pink skin. He rubbed his hand over one breast then the other. He bent his head down and kissed the valley between them. Then travel up her neck, her lips. Willow pushed herself up to allow accesses to the clasp of her bra. Giles, lips not leaving hers, wrapped his arms around her and expertly unfastened it.

He pulled back from her and eased the straps down from her shoulders. Willow eased back down as he continued to remove the undergarment, then cast it aside. His eyes held mesmerized by the sight of her creamy, white mounds, their blush coloured peaks already puckered with desire. They moved up and down with Willow's rapid breaths. Giles swooped down and enveloped one in his mouth, suckling and teasing. Willow's passionate cries escalated with every flick of his tongue and gentle scrap of his teeth. He worked one, then switched to give attention to the neglected other.

Willow felt the pressure building between her thighs, she rubbed herself needfully against him. As much as she enjoyed what he was doing to her upper half, her lower regions were aching for attention. Her hands were clawing at the back of his shirt.

"Oh, God Giles," She moaned desperately.

Taking the hint, Giles started making his way down her body, his lips and tongue taking turns down the terrain of her torso. He didn't waste to much time ridding her of her skirt, but took care pulling down her sopping panties. His kissed his way back up her right leg and carefully hooked her knees over his shoulders, pulling slightly down the bed. He leaned his head down between her thighs and smiled at the beautiful flower budding before him. He kissed her crease and then slipped his tongue between her folds taking a long testing stroke.

Willow whimpered at the sensation of his velvet tongue running over her sensitive flesh. She gripped the sheets, her hips arching up into Giles' mouth. He rasped at her again. He kissed her and tongued her, slowly, leisurely. He slid his hands up the inside of her thigh and dipped a finger inside as well, messaging her as yet neglected clit.

Willow's head thrashed from side to side wildly from the exquisite torture. She didn't want it to end, at the same time she didn't know if she could take much more. She felt liable to explode.

Giles removed his finger and took her throbbing clitoris into his mouth. He sucked and nipped and swirled his tongue around it. Slow at first, then voraciously.

Willow's hips writhed uncontrollably as she shouted. "Oh my God, oh my God, oh my God." over and over again until eventually the words turned into incoherent babble. Then finally she burst with one last loud cry.

"Giles!" She screamed. Now she knew what put the G in G-spot.

Chapter 5: And all will be right as rain.

Giles looked down at the girl sleeping in his bed, yet again. But this time was different, as he gazed at Willow's placid face he was not filled with the panicked urge to escape as he had been the last time. Quite the opposite. He felt a kind of serenity he had never experienced before. Nothing had ever felt as right to him as holding Willow in his arms.

He lovingly brushed a strand of hair away from her face. A contented sigh escaped from her just slightly parted lips.

Warmth welled in his heart and he smiled. Willow snuggled closer to him, rubbing her cheek against his chest.

"Tickles." She mumbled sleepily.


Willow's face turned up toward his, there was a small smile playing across her lips. "Your chest hair," She elaborated. "It tickles."

"I'm sorry." Giles murmured.

"Oh, don't be." Willow hastened with a smile. "I like it."

Giles lips curved up as well. "Oh, well, good then." He bent his head down and kissed her lightly on her waiting lips.

"Mmm." Willow moaned softly. "So how long was I out for?" she inquired after the kiss ended.

"A little over an hour." Giles edified.

"Sorry 'bout that." Willow said. "But, you really know how to take a lot out of a girl."

Giles eyes crinkled. "I'll take that as a compliment."

"Take it mister."

Giles chuckled, and kissed Willow again, it was deepening when a soft rumbling interrupted.

Willow ducked her head away, blushing and looked down at her stomach. "Guess I worked up quite and appetite too." She remarked.

Giles couldn't help but smile. "Well, then it's a good thing that I went grocery shopping, yesterday." He said..

Willow perked up and asked,"You didn't happen to pick up the supplies needed to make pancakes on this food excursion by any chance, did you?"

Giles tipped his head coyly. "Perhaps. We'll have to look and see."

Willow hopped out of bed excitedly. Giles looked on fondly at her ivory flesh, the alluring curve of her ass, her surprisingly long stemmed legs... if he continued with these thoughts they would never make it out of this bedroom.

Willow plucked up one of Giles' shirts that was hanging over the chair at his desk and pulled it on and buttoned it up.

Giles never would have thought that the plain white button up could look so sexy, when choosing clothes he never gave much thought beyond them fitting, looking respectable and being reasonably priced. And he was sure that his own frame did not do for the shirt what Willow's did.

Again thoughts of not leaving the bedroom crept into his mind and he would be more than happy to stay put, but Willow had said she was hungry and he didn't want to deny the girl her sustenance. And to be quite honest he was a bit peckish himself.

So he pulled his reluctant eyes away from Willow's form and dragged himself off of the mattress tugging on his discarded boxers.

"Yum." Willow gushed as she licked the mapley goodness off her lips and handing her empty plate to Giles. "Giles I had no idea you could cook. Those were the best pancakes I've ever had."

"I'm happy I could please you." He replied, taking the dish and placing it in the sink with his own.

"Oh you definitely have no problem in the pleasing department." She said teasingly.

A rakish smile came over his lips. "Is that so?" He asked.

Willow nodded, grinning coquettishly.

Giles grabbed Willow by the hips and hoisted her up onto the counter.

She let out a yelp of surprise and giggled.

"Well, I always aim to please." Giles said before crashing his mouth to hers.

The plan had been to take her back to the bedroom, but they never made it that far. They only managed to get to the couch, but in that little distance they had already freed each other from their clothes. Giles had his arms braced intently around Willow ready to ease them both down onto the couch, but Willow put her palms flat against his chest and pushed away. Giles gave her a strange look that made her giggle.

She said. "It's my turn to lavish you."

Giles lips split in a slow smile. Willow smiled back wickedly, she pushed Giles down to sit on the couch. She bent down and kissed him firmly as she put one leg on opposite sides of his, up on her knees so that her sex was hovering just out of reach of his already raging erection.

Giles moaned as she moved from his mouth and nibbled at his ear. He gripped her hips and started kissing her breast. Willow's hand slipped down between them and she gently wrapped her it around his rock hard cock. He hissed in pleasure his grasp on her hips tightening as she began making painstaking strokes along his shaft. His payback for his slow torture he had inflicted on her earlier.

He took one hand away from her side and slid it between her thighs. He started rubbing his thumb along her slick folds. She gasped and arched her back, her fingers digging into his shoulders. Giles couldn't help his smug smile.

Willow let herself get lost in the bliss of Giles' skilled movements for a moment before she remembered she was the one who was supposed to be giving him the pleasure. She grabbed his wrist to still his hand..

"Ah ah." She chided. "It's my turn remember." she pushed his hand away and kept a good grasp on it while she began to kiss his neck. She slid off his lap as she moved further down his chest and torso. She dropped to her knees on the floor and nudged Giles' legs open so she could fit her body between them.

She looked down at his cock standing before her at full attention and stifled a gasp of surprise. It was the first time really that she had gotten a good look at it. She had known it was big, of course, from the feel of it, but she hadn't imagined it was quite this large. The only other penis she had seen this close up was Oz's. Oz was a fairly small guy, and his equipment had been in proportion with the rest of him. Not that Willow had ever had any complaints about his size, it had seemed to work quite well for him. But looking at Giles' much larger member, she was briefly struck by how it had possibly fit inside her, since every time she had been with Oz he had seemed to fill her up.

"Is something the matter, darling?" Giles asked, his voice shaking her from her reverie. He hooked a finger under her chin and raised her face to him.. "You don't have to do this if don't want to." He told her mistaking her hesitation for reluctance.

"Oh, no." Willow hastened. "I want to, I really want to." She assured a slow smile spreading across her face.

With that she bent forward and, keeping her eyes up on Giles' face, she slipped her tongue out and licked the tip of his cock experimentally. He hissed, his eyes closing in pleasure. Willow smiled, then flicked her tongue again. Giles moaned. Willow then moved her tongue down, then back up his shaft before wrapping her lips around his tip, taking in as much of him as she could and folding her hand around what she couldn't..

Though she had done this before with Oz, she hadn't done it often and worried if she was good enough. She wanted to be good for Giles. No, she didn't just want to be good, she wanted to be great, to drive him wild with her mouth and hand. So far she seemed to be doing a good job, and she had barely gotten started.

She began flicking her tongue around his tip and moving her hand along his length, slowly bobbing her head up and down. She grazed her teeth ever so gently over him.

"Oh God, yes, Oh, that's good.." Giles moaned, his hands fisting in her hair. " His head lolling back.

Emboldened by his reaction, Willow continued with even more fervour. Her speed increased and she began working him with both hands.

"Oh, God I'm close." Giles panted before long. "I'm going to cum, oh God."

Willow could practically feel that he was ready to explode and she wanted him to, she was ready to take his release and swallow it down, when to her utter shock, Giles grasped her face in his hands and told her. "Stop."

She did and looked up at him in complete confusion.

"I want to be inside you." He explained, his voice ragged with need.

Willow smiled, understanding. "Well, that can be arranged." She purred and raising and crawling up on top of him, straddling him. She slowly lowered herself onto his cock, taking in an inch at a time. She gasped in pleasure, her head knocking back as he hit her most sensitive spot. She rocked back and forth, slowly at first, then Giles took hold of her hips and urged her faster, she went with it. She could feel her own climax swiftly building in her. They were about to cum together, they could both feel it, but then, the door crashed open.

"Ugh, my eyes!" Xander said wiping at his eyes.

"You'll be fine, I told you." Anya assured for the hundredth time. "A Storborgst demon's venom is harmless unless ingested. And you already said none got into your mouth."

"Yeah, well, I'll be a lot more sure once G-man does his book thing and tells me so."

Anya huffed and muttered. "Right, don't trust the word of someone who was actually a demon for over a thousand years and has come in contact with more breeds than Giles has probably ever heard of."

"We need to check in with Giles and tell him about the Starbusrt situation anyway." Buffy interjected.

"Storborgst" Anya corrected.


"Who cares what the heck it's called, I've got its slimy green juice in my eyes!" Xander yelled. "I'll probably go blind."

Anya and Buffy rolled there eyes.

"Hey, I saw that." Xander said.

"How," Buffy challenged. "I thought you were going blind?" Buffy asked.

"Going." Xander emphasized. "Which means I'm not there yet."

"Oh look he's sleeping." Anya observed, looking into the window of Giles' apartment. His head was leaning back on the couch his eyes closed. "Perhaps we shouldn't disturb him." She suggested. "He is old. Old people need a lot of rest."

"He's not that old." Buffy argued. "And look he's waking up." She added as Giles' head began to rise.

She was just about to go to the door and open it when Willow's head appeared from in front of Giles. Wearing a smile of accomplishment and nothing else. She climbed on top of Giles' lap and straddled him, then she started writhing, her head knocking back.

All three of them goggled at the sight, unblinking. There was a moment of shocked silence.

"What...why...what?" Buffy uttered in horrified astonishment, once she was capable of semi-intelligent speech

"Please tell me what I'm seeing is an effect of the demon goo." Remarked Xander, sounding frantic.

Buffy made a strangled noise in her throat.

"Hunh." Anya added, tilting her head to the side and looking at the pair from a different angle. "I knew that was the rosy glow of orgasm I saw on Willow earlier. I guess that's why she and Giles were taking so long to find that book earlier."

Xander and Buffy both groaned at the thought

Buffy shook her head frantically. "No, no! This can't be happening!" She marched to the door and flung it open."What the hell do you two think you are doing?" She shrieked.

"Buffy!" Willow cried, crossing her arms over her bare chest. "Xander!" She added seeing the young man behind the slayer rubbing his eyes. She scrambled off of Giles' lap and sunk next to him on the couch.

"Bloody hell," Giles swore quickly grabbing the throw blanket off the couch and wrapping it protectively about Willow's body. He grabbed a pillow to cover his exposed lap. "Haven't you people ever heard of knocking?"

Buffy scoffed. "Having a closed door doesn't really do much good when you're offering a window show!" She countered, she shook her head at the pair of them with bewildered disgust. "What are you two thinking? How could you? It's just so...so"

"Right." Giles interjected.

"Not the word I was going for, no." Buffy replied.

"Well, it's the one I would use." Giles affirmed. "Because that's how it feels to us, or me at least." he added looking to Willow.

"No, you had it right." Willow assured. "It's us."

The couple smiled at each other for a moment as if forgetting about the other people in the room.

"How the hell did this happen?" Xander demanded.

With reluctance Giles and Willow acknowledged the unwanted presences again.

"It doesn't really matter how," Willow ventured. "But it happened and I couldn't be happier."

"We couldn't" Giles corrected.

"But-but why?" Buffy wondered. "I mean it's Giles, he's so...so..."

"What?" Giles wanted to know. "Old?"

"Well, yeah." She agreed. "You are a lot older than Willow. Old enough to be her father."

"And Angel was old enough to be your great-great-great grandfather, but that never seemed to be an issue for you." Willow argued.

"That's not the same." Buffy contended.

"You're right." agreed Willow. "It's not the same. Because Angel is a vampire and he's never going to get older, but you are, which means you could never have any real kind of future with him. No kids or grandkids or anything like that. Not like Giles and I could have."

"Whoa! Wait a minute." Xander cut in. "Grandkids? We're already talking grandkids here?"

"Well, no." Said Willow. "There hasn't actually been any talk of grandchildren, I was just using it as a hypothetical."

"But it isn't out of the question." Added Giles.

Willow looked at him with delight in her big, surprised eyes. "It's not?"

Giles had never really entertained the idea of having children to seriously and in the past few years, given the dismal state of his love life, he had pretty much given up on the idea completely. But as he gazed into Willow's eyes and felt the overwhelming affection in his heart for her that seemed to grow with every moment, he felt that anything was possible.

He reached over and tucked a strand of hair behind her ear. "With you darling," He said. "Nothing is out of the question."

Willow's eyes filled with tears instantly she was so overjoyed in that moment that, heedless of the others, she leaned over and kissed Giles.

"Oh my God!" Buffy groaned. "Do you have to do that?"

The pair broke away from each other, but not to quickly.

"As a matter of fact, no." Said Giles. "We do not have to do it, but we are going to. And if you are going to come around here you are just going to have to get used to it."

"That's right." Willow upheld. "Giles and I are going to be together whether you guys like it or not."

"I can't believe this." Buffy muttered.

Willow sighed. "Look, I understand that this has got to be weird for you. I know what Giles means to you. I know you think of him as a father figure and given our relationship this can't be easy to grasp, but I hope that you'll be able to in time. You too, Xan." She added. "I hope you'll find away to be okay with this."

"I will." He said. "I mean it'll take getting used to, but you're my bestest bud Will, all I want is for you to be happy. You to G-man." He added.

Giles smirked. "Much appreciated, Xander."

"Buffy?" Willow prodded hopefully after a moment.

She shook her head. "I just, I don't know." She said. "I need time. I have to think. I gotta go." She turned around and dashed out of the apartment.

Willow slumped back dejected by her friends reaction.

"Don't worry." Xander offered. "She'll come around." He turned to an as yet unheard from Anya. "We should probably go."

"Okay." She said, then turned to Giles and Willow. "I would just like to wish you both many happy orgasms together."

"Ahn!" Xander hissed.


Willow and Giles tried to contain their laughter.

"Thank you Anya," Said Giles. "That's very thoughtful of you."

"See?" She said to Xander. "They appreciate my contribution of support."

Xander sighed and took Anya by the arm. "Night guys." He said again and led her out.

"Good night."

Willow was still looking a bit forlorn. "Do you think he's right?" She asked. "Do you think Buffy'll really come around?"

"I think it will be quite an adjustment." Giles admitted honestly. "I'm still getting used to it. But I believe that once she understands what I've come to understand, she'll be happy for us."

"And what is that?" She asked. "That she has to understand."

"That you and I are just right." He said, then pulled her to him for a deep and loving kiss.

And everything was right.

Everything was right as rain.

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