Title: Mistress of Pain
Author/Date: Gilescandy '11
Rating: 15
Pairing: Giles/Willow
Warnings: Bondage, Torture, Nudity, Bloodplay.
Disclaimer: Characters belong to Joss et al. You know the drill.
Timeline: Season Three, Doppelgangland
Summary: After the events of Doppelgangland Giles is troubled by new thoughts and feelings, but Willow shows up to set him straight.

"Right, me and Oz like to play 'Mistress of Pain' every night." Willow's voice echoed in his head as he dressed for bed. Giles heaved a deep sigh. It had been a very bizarre night, even by Hellmouth standards.

First, he had been given the news that Willow was dead. A revelation that had hit him harder than he would have thought possible. In that moment, his heart had stopped and his world had been plunged into blackness. He couldn't imagine having to go on never seeing that smile again. She was truly the finest of them. Her youth, innocence, and joy were what he looked to when the fight got too hard. She smiled at him and everything was worth all the pain again. The world was worth saving.

Then she was there, standing before him, and very much alive. It was a joy impossible to contain. He had held back enough to watch Buffy and Xander hug her, but the thankful rush that overtook him was just too great. He had to hold her in his arms, to know that she was real, warm and whole. He pulled her to him and squeezed her tight, just long enough to be sure. Then he let her go, knowing that if he didn't in that fleeting moment, he never would.

All of that would have been fine. It was the fear of losing a child. He could let himself love her like that, like she was a daughter. That would be perfectly rational. But then came the leather body suit. And, in an instant, she went from being his innocent Willow , to being a woman. How did it happen so fast? How did he let these thoughts creep into his mind?

"God," Giles groaned. "I've become a bloody depraved, old pervert." He tossed his glasses on the bedside table, turned off his lamp, and collapsed into bed.




The echoes of the room around him made it seem to be a very large space. Giles tried to confirm this, but his vision could not pierce the darkness. He could feel that he was on his knees, the floor beneath him cold concrete. His wrists were bound, pulling him forward until he teetered on the edge of balance.

"Hello? Where am I? What do you want?" His own voice echoed around him as he called out.

A bright light from somewhere above suddenly burst on, flooding his immediate area. When his vision finally cleared, he could see his situation, but everything beyond the circle of light remained pitch black. His wrists were indeed bound in cuffs of leather and iron; and held forward by heavy chains threaded through a hook in the floor. Trying to inch forward, in an attempt to relieve some of the pressure on his arms, Giles discovered that his ankles were also bound in a similar way.

"Whatever it is you want, you should know that I'm not going to help you. I don't know what you think I know, but this is not the way to get information from me."

A thick leather strap flew out of the darkness, and wrapped around his back with a muted slap. Giles bit back a yelp of pain

"I won't-" Another smack of the strap cut him off. He breathed deeply, trying to control the pain he knew had barely begun. This wasn't happening. Not again.

"Who are you?" he asked, trying not to let the defeat already crawling through his being enter his voice.

"Finally, the right question," his captor purred from the darkness. It was a female voice. Very familiar, yet carrying none of its usual shy sweetness. And it filled him with both relief and terror. Relief, that this particular tormentor would not be seeking information to harm his Slayer, and terror, because he could not fathom why she would want to cause him pain.

"W-Willow?" his voice cracked in disbelief.

"Glad you could finally join me." She stepped into his circle of light. "I was beginning to think you were never going to wake up."

Giles tried to squint up at her, but it was just too difficult from his current position. The only thing he could focus on were a pair of thigh-high, black boots. "Willow, why are you doing this? W-why would you want to hurt me like this?"

She ran her hand over the thin material covering his back, paying no heed to the strap marks already swelling into angry, red welts. "I don't want to hurt you, Giles," she said innocently. "You want me to hurt you. You want me to make you confess."

"I… I don't understand. Confess what?"

The strap rapped him across the shoulders and an involuntary whimper escaped his lips. Suddenly, he felt a completely different sensation. Slender fingers stroked through his sweat dampened hair, caressing his scalp. He couldn't help but lean into the soothing touch.

"Please," he whispered. "Please stop this, Willow ."

He could hear the pout in her voice as she answered. "I can't stop it, Giles. Not until I give you what you want."

"How could I possibly want this!?!" He couldn't control the shriek.

Willow clucked her tongue. "If you're gonna be difficult, we'll just have to continue." She walked out of the light.

Giles could hear her moving around in the darkness. He could hear the sound of chains rattling, and felt the pressure on his wrists ease. He watched as the chain that held him came off the hook in the floor, and began to rise into the air overhead. Soon his wrists and arms were forced to follow and he was being lifted from the ground. He wrapped his fingers around his bonds, gripping with a white-knuckled hold, attempting to save his wrists some of the biting pressure. At the same time, the chains at his ankles were being pulled outward. By the time the hidden machinery came to a halt, he was dangling by his arms with his legs spread apart, his feet barely resting on the floor.

When Willow re-entered the ring of light to stand before him, he could finally see her clearly. Blood red lips stood out against the alabaster skin of her lovely face, framed by the smooth copper hair that shone in the light. Witch-green eyes sparkled as they gazed steadily at him. A black leather corset hugged her body, displaying every curve and presenting her small, perfect breasts to him. She was not his Willow , but also not the vampire version they had encountered. This was something in between.

Giles silently berated himself for letting his eyes rake over her beautiful body. This was never how he should see his young charge. He hated his weakness, and his own arousal sickened him.

"Now you see me, don't you, Rupert?" Willow smiled at him. At her use of his given name, his breath caught and his cock jumped to life. The Watcher swallowed hard as she slowly approached, hips swaying enticingly.

"Willow, this isn't right," he breathed. "You must stop."

"I don't think you want me to stop. I think you want me to keep hurting you until all your sins come pouring out at my feet. You won't let this stop until you confess to me, Rupert."

Giles' eyes went wide when she reached behind her back and pulled out a dagger with a long, curved blade. He began to tremble uncontrollably as she started toward him with the sharp instrument. "No, Willow, d-don't," he begged.

"Shh," she soothed, running a calming hand down his chest. "Just a few cuts and it'll be done."

Giles clenched his eyes shut; knowing that, in his current state, struggling would only make things worse. He did his best to steady himself and waited for the pain.

Soon, he felt a tug at the thin, white tee-shirt he wore, and heard the sound of a blade slicing through material. Unwilling to open his eyes yet, he felt her cut from the hem up to one sleeve, then across to the other, and finally a slice through his collar and his torso was bare.

"That's better, isn't it?" Willow walked all the way around him, stroking her soft fingers over his exposed flesh. She caressed the curves of his muscles and traced the lines of old scars. With her touch, he was again flooded with a mixture of relief and terror. Her hand was warm, proving she was among the living and not a demon bent on slowly killing him. At the same time, it also meant that this was indeed his Willow , and his heart constricted with the thought.

Giles opened his eyes to see that she had returned to her position in front of him. "Willow, this isn't like you. Has someone done this to…?" His question ended in a gasp as her small, pink tongue peeked out from her dark lips and slowly slid along the length of the dagger blade.

"How do you know what I'm really like, Rupert? No," she stepped in closer. Tangling her fingers in the hair at the back of his head and pressing her lips next to his ear, she whispered, "The only one who has done this to me is you."

Blinking rapidly to try to clear the tears from his eyes, Giles couldn't help inhaling the sweet vanilla and lavender sent of her hair and feeling the heat of her slender body as she lingered so close to him. It made his blood rush even faster, and his traitorous body slipped a little more out of his control.

Willow pulled back with a grin. "We have to move on if we're going to get anywhere tonight. Being so close, I can hear the blood flowing hot and fast through you. Mind if I take a peek?" She placed her palm against his sternum and, despite his desperate plea, cut a long, shallow slice along his chest. Willow's bottom lip jutted out in an exaggerated pout for him as blood began to seep from the fresh wound. Giles held his breath when she suddenly ducked her head and licked the warm, red offering from his flesh. "Now I have a little of you inside me," she purred against his skin. "Isn't that what you want?"

A sob fought its way from Giles' throat. "No, Willow , I swear I never-"

"Denials won't set you free, Rupert." She stood straight and looked into his eyes. "Only the truth can do that."

Before he could form any kind of response, Willow had disappeared behind him once again. He could feel her working the knife blade up each leg of his thin, cotton pajama pants, and significantly loosening his waistband. By the time she came back into his vision, he couldn't quite tell how his lower half was still covered.

Willow grinned at him, giving her dagger one final kiss before sending it skittering across the floor into the darkness. "Now," she gave him that sweet smile that had always melted his heart. "Are you as ready as I am for the big reveal?"

"Please, don't," he moaned, knowing there was no way to stop her. "Willow, you should never see me like…" He lifted his head, letting her see the desperation in his eyes. "I don't want you to."

"Oh yes you do, Rupert. Deep down you want to teach me everything. You want to show me what a man should look like. You want yours to be the first body I see and touch."

"It's not right. I'm too old for you. You should have someone with youth and health to worship you. Not some old, worn out lump of flesh."

She reached in and wrapped her fingers around his waistband. "You mind if I'm the judge of what's old and worn out? Besides, how am I to continue your punishment if you're still hiding from me?" With one yank of her delicate hand, he was stripped bare and laid naked before her.

Giles couldn't help but watch her eyes in fascination as they leisurely perused every inch of his vulnerable flesh. He kept waiting for the disgust and disappointment to settle on her face, but that never came. She had a thoughtful expression as she took him in as a whole, changing angles several times to get every conceivable view of him. Her gaze finally settled on the bit of flesh between his legs. He knew he already had a partial erection. He'd been concentrating on the pain she'd inflicted to stave off the full effects of her proximity and attentions. But now, as she studied him so unashamedly, it was all he could do to try to keep his treacherous cock from leaping up to greet her.

Her gaze finally meandered up to his eyes and her lips spread into a grin. "And now I see you, Rupert. But you're still hiding from me. You're still denying the confession you're so desperate for me to draw from you." She stepped in so close he could feel the heat radiating from her and her leather-clad breasts press against his chest. "By the way," her full lips whispered, brushing lightly along his cheek, "you are a beautiful man."

Giles tried desperately to swallow a lump in his throat as his cock twitched and jumped again. "Please tell me what you want me to say, Willow . What confession are you looking for?"

The girl shook her head sadly and turned from him. "I don't want to keep hurting you, Giles. But if you're not ready yet, I have no choice." She walked to the edge of the circle and reached into the darkness. When she turned back to him, she had what appeared to be a smooth wooden board with a handle, gripped in her delicate hand.

"A paddle?" Giles barked a laugh of disbelief. "Now you're going to spank me?"

"Haven't you ever thought about spanking me before?" she asked with knowledge of the answer already written plainly in her eyes. Her prisoner whimpered as she turned and bent slightly, letting her corset ride up to reveal black, satin panties covering her taught, round rump. "I know it's simple and clichéd, but I'd like to play a little before we move on to something with a bit more bite."

Willow was slow to position herself, letting the anticipation of more pain do its work to wrack the senses of his body. By the moment of her first touch, he couldn't help the flinch that shook him. But it was not the pain he was expecting. Her gentle fingers alighted on his shoulder and slowly traced their way down the curve of his back and over the firm swell of his buttocks. Soon after her tender touch left him, the slap of the paddle across his cheeks ripped a strangled yelp from him. A few more slaps and Willow began to giggle.

"Rosy red," she answered his questioning whimper.

"Willow, p-please stop," Giles panted. "You win. I confess."

"You're right, this is getting boring." Willow tossed the paddle over her shoulder and its clatter echoed through the space. "What is it you confess?" she whispered, leaning her head against his sweat dappled shoulder.

"I'm…" The prisoner swallowed hard. "I'm a bad, bad man," he muttered, hanging his head.

"What makes you so bad, Rupert?"

"I…" Giles shook his head with a groan, "I can't"

Willow let out a deep sigh as she stepped away from him and pulled a riding crop from her right boot. "You're still not ready."

The Watcher fought the blur of his eyes to focus on her. He tried desperately to ignore the pain in his shoulders, having built to an unbearable level, as they were forced to support his weight.

"Please, Love," he begged between labored breaths. "I can't take any more of this. Not from you."

"But I'm the one you chose, Rupert. I'm the one you need to confess to."

"I have nothing-" His power of speech was stolen when she reached out with the riding crop and slowly ran the looped, leather end along the underside of his erection.

"Just tell me what you want from me. Tell me why we're both here." She continued to caress his hard manhood with the whip.

Giles lowered his gaze, unwilling to look into her beautiful, young face and blinked tears from his eyes. "I want you, Willow ," he mumbled. "I want to know what it would be like to touch you, taste you… to fuck you."

"I know," she whispered, pulling a gasp from him as the rough leather was suddenly replaced by the silken perfection of her slender hand on his cock. "And I forgive you."

His bonds released and he fell to his back, Willow following him to the floor. She continued to caress him, placing light kisses along his chest.

"I-I don't understand," he breathed, his stiff, pain-ridden arms encircling her to at last satisfy his craving to touch her creamy skin. "What's happening?"

"You made it, Rupert," she purred against him. "You survived the pain and the guilt, and now you get your reward. You've won the prize."

"And what's that?"

Willow lifted up to look into his misty, green eyes. "Me!"

She rose to sit astride his abdomen. With a tug on the bow resting at her cleavage, the corset came loose and dropped away. There she was, presented to him in all her glory. Her crinkled pink nipples sat atop perfect, milky breasts displayed for his approval. Giles lifted a trembling hand to brush ever so fleetingly against the left one, then pulled away quickly, unsure. She only smiled down at him and lay forward, fitting her body to his.

"It's okay, Rupert," she murmured. "I want you, too. I'm ready."

Before he knew what he had done, Giles had flipped them both over and was lying gently atop the girl. "Are you sure?" he whispered breathlessly.

"Yes. I want to know what it's like to have you, too."

He bent and took her mouth in a searing kiss as his thick, hard fingers moved the satin of her panties aside. The fire-red curls of her sex brushed against his swollen tip, hot and wet and waiting for him to come home to her.

Giles gazed into her eyes, seeing nothing but love and trust there. "Willow," fell once more from his lips as he let the name and everything it stood for permeate his entire being. A sudden realization struck him, shaking him to the core. He looked at her with eyes that begged forgiveness. "I can't," he sighed. "I don't think I ever could. I love you too much to take this from you."

"I know that, Giles. And now you do, too." Willow wrapped her arms around his neck and pulled him down into a loving farewell kiss.




Giles' eyes sprang open and he stared up into his moonlit bedroom. "Fuck," he chuckled, remembering the vivid dream and feeling his insistent erection press against the covers above him.

He ran his fingers through his damp hair as a truly happy smile spread across his lips. Even in his sleep, the girl he'd come to count on as a light in his dark world was there to set him straight. To show him the truth of the feelings that had grown in him without his realizing. And he fervently hoped she always would be.

"I love you, Willow ," he whispered into the still of the night as he left his sweat-soaked sheets and headed for the shower.





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