Title: The Cat's Meow
Author: The Eileen (TheEileen@yahoo.com)
Disclaimer: Joss owns these characters and is my personal demi-god. I own nothing except a lot of much-read books so suing me will get you nothing, except a lot of much-read books. I hope that Aly and ASH will forgive my use of their avatars.
Challenge: Andrea Toth-Strange Brew-Animal Transformations
Distribution: Strange Brew if Andrea wants it. All other, please ask.
Summary: What, the Challenge doesn't help you figure that out?
Feedback: Oh yes. Please, sir, may I have another?
Spoiler: S4 - Wild at Heart
Special Thanks To: Monique for making this even vaguely coherent!
Rating: PG-13 to R

Note: This is my second fiction and my first try at a 1/1 piece. I hope you enjoy!

"- Come!"

WHUMP! There was a bright flash of light and the smell of burnt feathers in the air. Where once had stood Willow Rosenberg, Wicca, now there was a only a writhing bundle of clothes. The bundle wiggled this way and that and finally a small, furry head poked out, "Meow?"

'Well, okay,' thought Willow to herself. 'That so did not go the way I had planned.' She looked at herself, as best she could. From what she could see, she was now a small, ginger cat. As for what she could feel - well that was hard to describe. She felt - different. Things looked different, things sounded different and most certainly, things smelled different. 'Oh, man,' she thought, 'my clothes are RANK.' She attempted to shove the rest of the way out of the clothes but got her paws all mixed up, and she fell over.

'Quit thinking so hard,' she scolded herself. 'This body knows what it's doing. Let it. Just think of moving and don't think how.' She managed to get herself on all fours again and made her way out. She sat and started thinking. 'Okay, so the spell to summon a familiar has turned me into one. Mental note, ALWAYS double-check the Latin." Absentmindedly, she started grooming herself. 'I'm gonna need help here and that means, dang, Giles. And he only just gave me a lecture about this last week. He's gonna kill me. On the other paw,' she chuckled to herself, 'I don't want to be a cat for the rest of my life.' She heaved a sigh and said, 'Right, Giles it is.'

- - - - - -

Giles was reshelving some of his books when he heard a scratching at the door. Then a thump and then some more scratching. Picking up his baseball bat, he cautiously approached the door. Before he had gotten it more than a foot open, something brushed past his ankles and into the room. He yelped and whirled, bat at the ready, but he didn't see anything at first. Then he heard it, "MEOW".

"What the devil?" he asked. "A cat?" He peered around his apartment but couldn't see it. "Here kitty, kitty, kitty," he crooned out. "Nice cat, let's get you back outside."

"MRROW!" came an emphatic cry. He swung his head around and saw it. A small, ginger cat sitting on top of one of his books. He leaned in to scoop up the cat, which batted at his hand. Then it patted its paws on the book and looked at him. "Yes, nice kitty," he said. He managed to pick it up this time, ignoring the book, "Animal Transformations and Spells" that it had been sitting on.

The cat gave a sharp cry, wriggled and was suddenly free. It bounded back over to the book and this time nudged it with its head. It looked at him again and gave another "mrrow". Giles reached for it again. "Look kitty," he said, "This building does not allow pets, so you'll have to go." The cat pushed the book at him, and he barely caught it before it fell. "Naughty kitty," he scolded, glancing at the title and then obliviously shelving it correctly as he came around the side of the couch to get to the cat.

The cat was sitting there, just glaring at him with a disgusted expression. He shook his head. What was he thinking? It was just a cat. He reached for it again, and again, it flowed backwards out of reach. He tried once more, and this time the cat went forward right between his legs. He looked behind him and saw the end of the tail going into the kitchen. He followed it and found the cat sitting in the middle of the floor. Its paws were neatly together, tail curled around its body, head cocked slightly to the side.

He chuckled when he saw that; it reminded him of the way Willow had looked the other day. She had stood there just so, arms wrapped around her chest and her head cocked to the side. Willow would probably like this cat. He sighed. "All right," he said. The cat perked up its ears. "I'll get you some milk. But I warn you, I don't have any cat food." As he reached past the cat for the refrigerator door, he could have sworn he heard the cat let out a frustrated sigh.

But when he looked down, the cat just seemed to shrug at him and then it rubbed its head against his leg.

- - - - - -

Later that evening, Giles was relaxing on the couch, with the cat sitting in his lap. He leisurely stroked her as she was lolled out in the pose of feline pleasure. He looked at the small scratch on his hand and said, "I still can't believe you scratched me when I was just trying to find out if you were a boy cat or a girl cat." The cat opened one eye and 'meeped' at him. He chuckled a little and continued to pet his new companion. "Whoever heard of a modest cat?"

He reached over and picked up a photo album, part of his nightly ritual. "Excuse me," he said to the cat and moved it off his lap and to the side. He began turning pages until he reached the one he wanted. He sighed and the cat nudged her way under his hand to see what he was looking at.

Willow 'meeped' again. It was a picture of her. She looked up at Giles, who was looking sort of dreamy-eyed and then back at her picture. Why was Giles looking like *that* at a picture of her? A picture she didn't even know he had. There she was sitting on a school bench, laughing. She couldn't remember him ever taking a picture of her.

He turned the page, and there was her prom photo, but different somehow. She watched as he reached out and gently ran his fingertips over her face. "Willow" she heard him sigh out. "So beautiful." She ducked her head and sort of buried it in his shirt. She couldn't believe it. Giles? Giles had - feelings - feelings like that - for *her*! Giles thought she was beautiful? She didn't know whether to run away or stay by his side. She admitted to herself that she had totally been enjoying having him pet and stroke her as a cat. It had been a glorious feeling. No wonder cats were always after you to pet them. But as a girl! 'Hmmm,' she thought, 'that wouldn't be too bad as a girl either. Oooh, bad Willow. Bad'

She looked back at the picture again and now noticed what was different about her prom photo. Oz wasn't in it. It looked like that part had been cut off. 'Hmmmm,' she thought again and looked back at Giles. He turned the page and frowned. She looked at the photo album, and there they all were, in a group shot. She was standing next to Oz and that was whom Giles was frowning at. "Stupid prat," he muttered. "I could kill you for hurting her."

Giles was suddenly reminded of the cat when she went "MROW" and jumped into his lap, right on top of the photo album. "W-what the," he started - only to be interrupted by the cat rubbing its head along his chin and then rasping its tongue along his cheek. It sort of snuggled up on his chest. He laughed again and held it there. "All right, all right," he said. "Enough. Time for bed." He shoved the cat off his lap and put down the photo album and headed up the stairs, with the cat right behind him.

- - - - - -

Willow felt her heart swell with the love she had so long tried to repress when Giles had threatened Oz. Everyone else had kept telling her that it was good for Oz to go away and that she should just give him his space. Giles, she now realized, had been conspicuously silent. Perhaps he was the only one to truly appreciate how much his leaving had hurt. How much it had damaged her still fragile self-esteem.

Did Giles really care for her - in the same way she had cared for him? In the beginning, she'd had feelings for him. But, first and foremost, he was Buffy's Watcher. And then there was the whole age thing - 'fired for statuatory rape' just did not look good on a resume. She knew that made him out of bounds. And so she repressed her feelings for him.

She had managed for two years to keep the thoughts of loving Giles out of her head. She'd done 'the right thing', gotten involved with a boy her own age. And look where that got her. Why did she always have to do the 'mature thing'? Why couldn't she have what she really wanted, for once?

'Damn it,' she thought to herself defiantly, 'I can have what I want. I *will* go for it... Just as soon as I stop being a cat.' She decided to work on it again, in the morning. In the meantime, her thoughts were definitely straying to new pastures as she watched Giles get ready for bed. He looked quite good under all the clothes he wore. All that working out with Buffy and jogging seemed to be well worth it, from her point of view. And what a lovely point of view it was. Me-ow!

Giles found himself glancing at the cat over and over again. For some reason, he actually felt a little self-conscious undressing in front of the animal. He couldn't explain it, and felt a little silly, but when he stripped completely for his shower, he had to turn his back. He could have sworn the cat made some sort of noise, but when he glanced sharply over his shoulder, the cat was sitting there with an innocent look on its face, grooming its paw.

When he came out of the bathroom after his shower, the cat was curled up in the middle of his bed, having made a little nest of his nightclothes.

'Me-ow,' thought Willow again as he came out of the bathroom. 'Goddess!' She made a few mental comparisons and found her thoughts straying even further. When Giles came over and tried to shoo her off his pjs, she found herself trying to raise an eyebrow at him, which doesn't work when you're a cat. So she made a pat-pat motion with her paw on the bed. "Look cat," said Giles. "Get off my clothes." The cat seemed to shake its head and patted the bed again. If a cat could be said to look coquettish, this cat would be that cat. He sighed and then just grabbed the edge and yanked. The cat yowled as it went tumbling. He was able to get his pants on before it came bounding back. It stopped at the edge of the bed, looked up at him, sniffed and then wandered off and arranged itself by his pillow. All the time, exuding a cat-like disdain.

He shrugged and got into bed. He turned off the light and settled down. About two seconds later, the cat curled up next to him, its head resting lightly on his stomach. He scratched its head for a few minutes and then drifted off to sleep.

- - - - - -

Willow shivered a little. Her head was on something warm but the rest of her was chilly. She blinked once or twice and tried to figure out where she was and why her pillow was moving. The memories of yesterday and last night came to her in a rush. 'Oh thank heavens,' she thought at first. 'It was a temporary spell. I'm not a cat. I'm a girl again.' But then the realization of where she was and with whom hit her. 'I'm a girl again, and I'm in Giles' bed and this must be...' She went completely still and then slowly lifted her head, 'Giles' stomach.'

Carefully, she moved back so that she was sitting up, staring at Giles while he slept. He looked different when he was asleep - younger, more vulnerable. The love she felt for him - the love she could finally let free from her heart - made her eyes shine with unshed tears. She reached out and gently stroked his cheek.

She thought back to the decision made just a few hours ago.

She still felt the same way - she still wanted him. Wanted to love him. Wanted to be with him. She wasn't a child anymore. If he cared for her the way she thought he did - she wasn't going to let anything stand in the way of their being together. Not her shyness. Not his shyness. Nothing!

She put on her 'resolve' face and carefully slid under the covers and snuggled up to Giles. She placed a tender kiss on his cheek and whispered, "I love you, Rupert Giles." He 'mmm-d' and sighed, "Willow" in his sleep. Willow smiled contentedly. He was dreaming of her.

Giles shifted as he came awake. The warm body next to him wriggled a little closer. He started stroking, and it only took a few moments for the fact that is was skin, not fur, that he was touching penetrated his sleep-fogged mind. "Mmmmm," he heard a feminine voice sigh near his ear. His eyes snapped open, his hand stilled on - on - he refused to complete that thought and he turned his head. Deep green eyes smiled at him. Her hand was on his bare chest, making lazy circles and causing him to shiver slightly.

"W-W-Willow?" he asked. She nodded and her hand drifted down towards his stomach. "W-Willow! What are you doing?"

"What does it feel like I'm doing?" she asked.

"Gah, I mean, what are you doing here? In my bed? And are you-you n-naked?"

"Mm-hmmm." She nodded. "You let me in last night. Don't you remember?"

Her hands were making micefeet of his thinking process, but he was able to grasp onto the phrase 'last night'. "L-L-last n-night?" he asked. "L-let you... Y-you w-w...?"

Willow nodded and smiled. Then she rubbed her cheek along his jaw and then gave a little lick to his cheek. "Cat got your tongue?" she asked seductively.

She leaned forward to give him a kiss.

He drew back, "Willow! W-what are you doing? I've t-t-old you not to do those s-spells without checking with me first. They could have s-serious side-effects."

She wriggled a little, causing his hand to slide to her waist. He made a small "yelp" noise. "This is no side effect, Rupert Giles. I've just finally decided to 'carpe' you - I'm going to get what I've always wanted," She leaned forward and captured his mouth with hers. Giles knew he should pull away, but she tasted so good, and he'd wanted this for so long. Maybe he'd regret it in the morning, although he doubted it.

When they broke for air, Willow continued, "And you are going to get what you want. You can't hide how you feel, Giles. I saw you last night, remember? And I'm not going to hide how I feel any more. We're not student and teacher any longer." Her hand drifted a little further south. "So, do you really think this is the time for a lecture?"

Giles looked into the eyes of the woman he'd loved for so long and found her gazing back at him with a depth of emotion he'd only dreamt of. "No," he shook his head. "Lecture later." He rolled over and trapped her beneath him. As he kissed her again, he thought to himself, 'Much later.'

End The Cat's Meow


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