Title: Beware of the Quiet Ones
Author: Elisabeth
Email: dragonydreams@yahoo.com
Website: http://www.dragonydreams.com
Rating: 18
Disclaimer: I claim no ownership over these characters. I am merely borrowing them from Joss et al.
Distribution: My site, the usual lists, anyone with previous permission. Anyone else - just ask.
Summary: Willow and Giles take a night off. (Takes place roughly one year after Oz left.)

It is a quiet Saturday in Sunnydale, at least as quiet as it gets, and once again the Scooby Gang is gathered in Giles' living room. Buffy and Riley are sitting side by side on the couch pretending to do research. Anya is sitting on Xander's lap doing the same. Willow is curled up on the floor next to the fireplace, actually researching the demon at hand, as she tries not to be jealous of the two couples in front of her. Giles is in the kitchen making tea for the same reason.

Anya whispers something in Xander's ear, prompting him to call out, "Hey G-man. We're about done here for the day right?"

"Stop calling me that. Have you found the information that you were looking for?" He asks as he comes back into the room. Giles looks at Anya adding, "or was there someplace else you'd rather be?"

"The second one," Anya answers, returning Giles' knowing look.

Before Giles can comment Buffy chimes in, "It's just that we've been doing this all day without finding much. Besides," she whines looking at Riley, "it's Saturday night."

"Very well. I suppose it is time for a..." Before Giles can finish the sentence four bodies are up and out the door mumbling their Thanks and Byes. "Break," he finishes surveying the damage left by the stampede.

He turns and notices that Willow is still sitting on the floor. At first he is elated that she has remained. Willow's presence always brings him a great feeling of happiness, as well as sorrow, knowing that she will forever be out of his heart's grasp. His moment of elation is quickly overshadowed by the forlorn look on her face.

"And you Willow, don't you have some big Saturday night activity to run off to?" he gently asks. As much as it would pain him to hear that she had, God forbid, a date, it also pains him to see her so obviously alone.

Willow, who had been mentally babbling, didn't hear Giles' question at first. 'Of course Xander wants to get out of here with the way Anya was all over him. She was so obvious with the lap sitting and hand touching and whispering. And Buffy's no better with the glances and touching Riley. They all need to get a room, which I guess they just did. Running off and leaving me alone with Giles. Which really isn't the problem. But Buffy knows how I feel about him. How can she go off all couple-y and leave me all alone with the man that I love who will never love me back. The man who is asking me a question. What did he say? Don't I have plans too?'

Willow forces a smile on her face and looks up at Giles. "Nope, no plans. I can stay and keep helping with the research." To herself she adds, 'I want to stay with you.'

"Everyone else is taking the night off, why don't you do the same." 'So that I won't be tempted to ravish you,' he silently adds.

Willow's face drops again, "Oh, okay. If you don't want me here, I'll go." Slowly she stands, carefully marking and setting aside the book she had been reading.

The pain in her voice pierces Giles' soul and, against his better judgement, he places a hand on her shoulder. "That's not what I meant Willow. You know that you are always welcome here."

Willow looks at Giles' hand. A wide, mischievous, grin slowly lights up her face as she catches his hand and looks up into Giles' face. "I'll make you a deal," she pauses to make sure that she has his attention. When he cocks his head to the side she continues, "I'll take the night off if you will."

Giles tries to protest, but his mouth won't cooperate. All he can think about is her small hand holding his. Finally he admits, "Frankly, I wouldn't know what to do with a night off."

"That's easy, Giles. You'll spend it with me," she beams.

"I'll make you a deal. If I'm going to take the night off, then you're going to call me Rupert. Deal?"



Willow insists that they go out somewhere nice for dinner. 'This is not a date,' she keeps reminding herself, but she figures that it is the closest that she will ever come to having a date with Giles. She patiently waits downstairs, straightening up the mess the others made in their hasty departure, as Giles changes into more appropriate clothing.

Before long Giles descends the stairs in dark slacks, a blue shirt with the top button open – no tie, and dinner jacket. Willow whistles at how good he looks, causing Giles to chuckle, blush and stare at the floor.

"We-well then, sh-shall we go and get you out of those clothes?" Willow's eyes open wide so he continues, "Get-get you into something nicer – dressier." 'That's right, why don't you come right out and tell her that you love her while you're at it,' Giles chastises himself.

"Yes, let's." Willow once again takes Giles' hand and pulls him out the door.


When they arrive at the dorm Willow invites Giles to come up to the room to wait while she changes, which to her surprise he accepts.

As she searches through her closet for an outfit that would really make Giles stutter she suggests that they have a drink before dinner. She carefully removes the dress, keeping it hidden from Giles, saying, "There should be a bottle of red wine and a corkscrew on the shelf above the fridge. The glasses should be nearby. Why don't you open it while I go change in the bathroom."

"Willow, what are you doing with a bottle of wine?"

"Saving it for a special occasion?" Willow winks and giggles, "Come on, we're taking the night off. Relax and open the wine and I'll be right back."

Giles sighs, knowing that he shouldn't, but he can't deny Willow anything. Besides, having this task should be able to help keep him from imagining Willow undressing just down the hall. It should, but doesn't. Giles examines the bottle, noting that it is a fairly cheap brand. Some day he will share a nice, older, bottle of wine with Willow to show her what she's been missing. 'You'd like to show her more than wine, old man.'

Before his thoughts can go much further, Willow returns. Giles had been about to lift a full glass and is relieved that he hasn't, for he would have surely dropped it. Instead his jaw drops and something else starts to rise. Willow's face is lit up with her smile. She drops her old clothes near the closet.

"So, what do you think?" she asks, turning around so that Giles can get the full effect of the dress. The dark green, velvet leaf-patterned, off the shoulder dress was low cut with a tight bodice that relaxed into a loose mid-thigh length skirt. As she twirls, the skirt rises higher, showing off more of her long legs.

Giles' throat has suddenly gone dry as he stares at the vision before him. "You. Are. So. Beautiful." He whispers.

"You look pretty good yourself," replies as she saunters forward and runs her hand along his lapel. Giles shudders at the contact.

Willow picks up one of the glasses of wine and moves to sit on her bed. She can feel Giles' eyes on her as she props the pillows against the headboard and settles herself on the bed with her feet curled under her. Once she is settled she locks eyes with Giles and takes a slow sip of wine. She lowers the glass, closes her eyes and tilts her head back as she swallows. "Mmmm," she moans, running her tongue along her lips in theory to catch any stray drops.

"Can you believe how fast everyone ran out of your apartment today?" Willow asks cheerfully.

The casual question finally breaks the trance that Giles has been under since Willow touched him. He picks up his wineglass and moves to sit on Buffy's bed. "Yes, they act as if I keep them chained to their chairs all hours of the day and night."

Willow leans forward and pats the end of her bed, indicating that Giles should join her on her bed. Giles suppresses a groan as he sits facing her, trying to not imagine her lying beneath him as he makes love to her.

"I know. At least you were in the kitchen, you didn't have to watch them getting all snuggly."

"Why do you think that I was in the kitchen for so long? One really doesn't need that much tea."

"Does it bother you too then? Seeing everyone else all coupled up?"

Giles is a little uncomfortable with the direction this conversation is heading. He takes a sip of wine as he contemplates his answer. He's never been one to share about his personal life, and he doesn't want to accidentally let his feelings for Willow show. "I wouldn't say that it bothers me per se, but it does make me a little lonely at times."

"So, you haven't been seeing anyone lately?" Willow quietly asks, trying to keep the hope of the question.

Giles looks down, slightly embarrassed by the question, "Uh, no. You? I never hear you talk about a boyfriend."

"Me? A boyfriend?" Willow can't help but laugh. "No. I've barely had a date since Oz left."

"But what about that boy, Graham? You two were always doing things together. I assumed that you were... dating." Giles nods towards the bed as he finishes.

"Goddess, no. We could never be more than friends. No, it's been so long since I've had sex that I'm practically a born-again virgin." As soon as she says this Willow regrets it and takes a big drink of wine.

Giles coughs and shifts on the bed uncomfortably. They both avoid looking at each other.

Willow finishes off her wine and sets the glass on the night stand, kicking herself for her last comment. 'Ohmygod, I can't believe I just said that.' She leans her head back and closes her eyes, silently berating herself for embarrassing herself, and Giles. 'What must Giles be thinking of me? I guess that sweet, innocent Willow isn't as innocent as he thought. I mean, I just admitted that I've had sex to the man that I would love to make love to. I would like nothing more than for him to take me in his arms and… but that's not going to happen. He's probably going to politely excuse himself and then run like hell to get away from me and my stupid confessions. How am I going to be around him now without getting embarrassed? That was way too much information to share with my mentor, my friend, and the sexiest man that I ever met. What do I say to him now?'

During Willow's silent ramblings Giles is doing much the same thing. 'Did I just hear her correctly? My Willow has had… been intimate with someone. Most likely Oz. I had suspected. After all she is a beautiful, desirable woman. How could the lucky bastard resist? But why would she admit such a thing to me? It was obviously a slip. She couldn't have meant for me to know, could she? No, of course not. Why would an angel like Willow want a sorry, unemployed, old man. A man who has been in love with her for an indecently long time. How I would like to make that statement of hers untrue, that is to say, true no longer. What would she say if I took her in my arms right now and ravished her like I've longed to do every time we are alone together?'

Giles steals a quick glance over at Willow before continuing his mental debate. 'Just look at her. How can I have these thoughts about such a vulnerable young woman? She is obviously embarrassed about what she said. Look how she has retreated into herself. I need to do something to reassure her that I don't think any less of her.'

Giles looks back over at Willow before he places his wineglass on the floor and slides forward until his leg is barely touching hers. He quietly begins, "Willow…"

Willow opens her eyes when she feels the heat from the proximity of Giles' body and before he can get any further she cuts him off, "I'm so sorry Giles. I shouldn't have said that. I didn't mean to it just slipped out. It was so stupid of me. I mean, you don't tell the handsome man sitting on your bed about your past experience…"

Willow continues with her ramblings, but Giles doesn't hear any more. All he can hear is 'the handsome man' repeating over and over again in his head. 'Me? She finds me attractive? That can't be what she meant. But there's no one else here.'

Giles reaches over and places the fingers of one hand on her lips as he takes Willow's hands in his other one, effectively quieting her. Willow looks down at their hands, then back up to Giles' eyes. He is smiling as he gazes at her.

"N-no apologies necessary, I assure you." He leans forward and gently places a kiss on her lips. It is a short, tentative kiss. When he pulls back he looks at her questioningly, praying that she won't be angry with him. Willow reaches behind his head and pulls him back into a passionate kiss. It has been SO long and she is very hungry for the physical contact. And, of course, this is Giles, whom she has been wanting to kiss for years.

Giles crawls onto the bed and Willow slides down, lying on her back, and pulls him on top of her. He kisses down her neck towards her chest. He licks and kisses every exposed inch of skin he can find, occasionally dipping his tongue under her dress to reach the tops of her breasts. He sits back and runs his hands up her sides, keeping his eyes locked on hers, and then over her breasts. Willow can't help shuddering, which makes him smile.

Willow wants, no, needs to touch him. She rolls onto her knees, running her hands up his chest and under his jacket, pushing it off his shoulders before proceeding to unbutton and remove his shirt. Giles quickly removes his glasses and undershirt, wanting to feel her hands on him as much as Willow does. She runs her hands over his chest, feeling the coarse hairs that cover his torso. He has more muscles than she had guessed. Obviously being Buffy's Watcher has kept him in shape. She slides her hands around to his back and up to his shoulders, pulling him against her chest and into another hungry kiss.

The sensation of the velvet against his skin feels wonderful, but not as much as her skin will. Slowly Giles eases the zipper down her back, easing the material away from her body. He pulls back from the kiss to lift the dress over her head and is once again rendered speechless. Willow is keeling front of him in a black lace bustier with matching black panties. Her eyes are shining with desire and her cheeks are lightly flushed. Giles slowly unhooks the lingerie and peels it off her body as they share another kiss.

Giles kisses his way over to her ear and whispers, "You are the reason that there is no one new in my life. Willow, I love you."

Willow can barely believe her ears. "Oh Rupert, I love you too." She pulls him back into a deep kiss, sliding her tongue into his mouth, claiming it. Giles kisses her back with equal fervor.

He kisses his way back down to her chest, this time fastening onto her left breast. Willow moans slightly as he kisses and suckles her breast while using his fingers to caress other one. He takes his time before switching his attention to the other breast. She can feel the wetness building between her thighs.

Willow runs her hands down his chest to his pants. She can feel his erection straining against the material. Gently she strokes him through the layers. Before long she undoes his pants and removes his cock. She continues to rub him for a few minutes before pulling away from his mouth and getting up from the bed. She removes his shoes, socks, pants and boxers. Then proceeds to remove her panties.

Giles reaches his hand out to Willow, inviting her back onto the bed. "You are so beautiful," he barely whispers, completely in awe of the goddess before him. He lays her down and continues to worship her. He kisses the valley between her breasts before continuing down her body. When Giles kisses her mound she moans. He slides his tongue between her nether-lips delighting in the true essence of Willow. He could become drunk from the taste and smell of her. He slides his tongue up to her clit, alternately massaging and nibbling on it. Willow's hands make their way into his hair, firmly keeping him in place. Slowly, Giles runs a finger around her opening before carefully sliding it inside her.

"Rupert," Willow moans, writhing on the bed. In response Giles lets another finger join the first. He continues the gentle assault until he feels Willow's inner muscles clamp around his fingers as her orgasm coats his fingers and she screams out his name. As carefully as he entered her, Giles removes his fingers and laps up the remnants of Willow's climax.

When Giles looks up again Willow is panting. She reaches out for him and Giles happily slides back up to share his feast with her. He settles himself next to her and kisses her waiting mouth.

When they break for air Willow asks Giles to close his eyes. As quietly as possible she rolls over, trying to ignore Giles' wandering hands, and searches through the night stand for the package of "wishful thinking" condoms. She grabs one and tells him to open his eyes. She tosses the condom to him. He looks at it, then at her. His breath catches as he asks, "Ar-are you sure?" Willow slides her hand down his body until her hand encircles the evidence of his desire. She strokes him once and starts kissing him again. This answer satisfies him as he gets the condom on and positions himself over her.

Slowly he penetrates her warmth. Giles grits his teeth and Willow once again jokes that she told him it was like she was a born-again virgin. He laughs and continues to slowly move in and out of her.

All Willow can think is, 'He feels so good inside.' She doesn't want it to end. As he begins to pick up speed he reaches down and starts rubbing her clit. "Oh God it feels good," she can't help moaning. Reflexively Willow's nails dig into Giles' back. She can feel the delightful tension rapidly building again, and pushes harder from below, pulling on Giles' hips. Giles starts thrusting faster to keep pace. All of the sudden Willow's orgasm rushes over her and she gasps with the intensity of it. She clings to Giles as she is pushed into pleasure overload. She is so wrapped up in her own pleasure that she barely notices when Giles cries out "Oh Willow," as his orgasm rushes through him. She lays there panting as he disentangles himself and removes the condom. He gets up to dispose of it, then climbs back into bed.

Willow curls up next to Giles, resting her head on his chest. Giles lightly runs his hand up and down her side and says, with a sense of awe, "I had no idea that you would be so wild in bed. Although I must admit that I have fantasized of this happening for far too long."

Willow smiles as she traces patterns in his chest hair. "You haven't seen anything yet. Besides, you know what they say about the quiet ones... that they are the ones to watch out for..."

Giles chuckles and holds her tighter, "I will never doubt that again."

The End


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