Part Six

Willow looked into the mirror in the dorm bathroom and sighed. She really needed to get more sleep. Between all the classes, fighting evil and the wild monkey sex, she was beat! Ahhh, but what a way to get tired, she thought and turned a delicate pink at certain memories.

She smiled as she saw Denise come up to the sinks and set out her toothbrush. "Hi."

"Hi," Denise said with a smile.

As she started to brush her teeth, Willow noticed Denise staring at her.

"Sorry," Denise said catching herself. "It's just your skin. It looks so great!"

Willow grinned. "Thanks."

"Must be all that sex, huh?" Denise said casually.

Willow spit out her Tartar Control Crest and gasped for air.

Denise moved closer and spoke in a conspiratorial hush. "So, what's it like with a British guy? I mean, do they do it on the wrong side of the bed or what?" She giggled at her own joke.

Willow rinsed her mouth and sputtered. "I'm - I'm-- You-- You--"

"Don't worry. I won't tell Buffy."

Willow's eyes went round. "You-- you won't?"

"Naw," Denise assured her. "I love it. It's so... so... I can't think of anything like it. But it's definitely cool."

"You think so?" Willow asked nervously.


Willow sighed and tried to smile.

"So older men, huh?" Denise said with a knowing wink and nudge.

"Well," Willow said uneasily, her eyes darting quickly around, hoping no one else was in the bathroom.

"More experienced, right? I mean I did it with a freshman, Garrett - should have been my first clue... Ick... and he was so... 'oh, is that where that goes?' Duh!"

Willow tried to look knowing.

"And then I went out with a Junior... Piran Mandlebaum. Hello, upperclassman! Much better, much. And your guy he's like... really old. Like professor old. Have you ever slept with a professor? I had a friend, Linisse Taggart, who slept with a guy who worked in the cafeteria once, but that doesn't count. Does it?"

"Uh, well, gee. Look at the time. I--I've gotta go," Willow managed to say. "C-class." She hastily gathered her things and headed for the door.

"Sure! Hands across the ocean and all that!" Denise called out with a grin.

Willow stopped and turned back. "You won't say anything? Really?"

"Don't worry. I'm very discreet," she promised.

Willow nodded and smiled wanly, wondering just when all hell was going to break loose.


"Look out!" Willow yelled.

Spike ducked at the last minute as the demon lunged for him. Without missing a beat, the vampire spun and kicked the stumbling baddie in the butt. "Pitiful," he grumbled.

The demon stood again and charged with a roar. Spike rolled his eyes and sighed.

The cool night air of the cemetery kept them from getting too overheated as Willow and Giles struggled with their own demon. Giles had managed to get pinned under the beast while Willow clubbed him with an empty crossbow.

"W-willow," Giles sputtered. "The axe! Get the axe!"

"Oh, right." She scrambled over their weapons bag and stole a glance at Spike, who was playing with his demon like a cat bored with a mouse. "You could help us, ya know!"

Spike looked at her with a sneer and merely snorted, tripping his demon again.

"Fine!" she yelled as she grabbed the axe.

She hurried back over to Giles and raised the heavy weapon above her head.

Giles eyes went wide. "Side to side! You want to kill me too?"

"Sorry," she mumbled and cast a quick frown at Spike before taking a swing at the demon. His head toppled from his shoulders, and Giles pushed the body aside quickly. But not quite quickly enough.

Rising to his feet, he wiped the blood from his eyes. He then took out his handkerchief and looked at it. Soaked as well. Naturally. Willow handed the axe to him and reached back into the bag. Triumphantly she held out a little packet of Kleenex to Giles. He looked at the tissues, down at himself, dripping, and back at the tissues. Heaving a large sigh, he took them and began to wipe off his face. "Next time, bring towel," Willow muttered to herself. Looking at Giles trying his best to get clean, she added, "and a change of clothes." Once his glasses were clean, Giles was finally able to observe Spike, still playing with his demon and he frowned. "What's wrong with him?" Spike squatted down next to his demon, lifted its exhausted head and sighed again. "And you call yourself a creature of the night," he said with disgust.

Willow shook her head and watched Spike stand and toe the poor creature with his boot. "He's upset."

"Well, I can see that," Giles said as he wiped the axe clean on the grass. "What's he upset about?"

She sighed heavily. "He's really very sensitive."

Giles snorted and tossed the axe back toward the bag. "The sensitive bloodsucker," Giles mumbled.

"Hey, I heard that!" Spike yelled.

"Good," Giles said defiantly. "Are you finished or do you need some help?"

Spike growled and walked over to them. "The day I need your help is the day-"

"Uhm, Spike-" Willow interrupted.

"Oh, sure. Take his side, why don't you?" "I'm not..." she started when Giles broke in. "Oh, honestly, don't be such a big baby."

"Giles," Willow tried but was ignored.

"All we ask is that you come out and help every once in a while. Is that so hard? I thought you liked to fight?"

"I do like to fight, something worth fighting. But that's not the point." Willow looked at the two men arguing and then slightly behind Spike. She rolled her eyes and then sighed, knowing she had to do something. Spike's demon was starting to rouse.

She walked over and picked up the axe, skirting around Giles who didn't even stop yelling, "...if you ever did anything besides lie around..."

"Ha! I'm not the one who lies there like a dead mackerel half the night, mate..."

"Dead mackerel! Why you plonking little..."

Willow tuned them out again and took a practice swing. An axe was trickier than it looked when you saw Buffy swinging it around like a baton. She circled around the two bickering idiots and tried to gauge her distance from the approaching demon. Luckily, he was still groggy, and she had time to line him up.

Like a batter stepping into the box, she set her feet. She leaned the axe against her leg and spit into her hands. "Eww." 'Why do baseball players do that? It's disgusting.'

"Oh, me tummy hurts," Giles said mockingly as he pretended to be Spike. "Get me some alky."

Spike snorted. "You tried to poison me!"

"I already apologized for that!" Giles spat back. "And I told you it was garlic chicken before you started to eat the bloody thing!"

Willow daintily wiped the spit onto her pants leg and picked up the axe again. She raised it above her head and tried to remember to lead with her hips, at least she thought that's what Xander had taught her that humiliating day at the batting cage.

With all the strength she could muster, she swung for the fences.

The demon's head came flying off and a fresh spray of blood covered both Giles and Spike.

"And if you ever, for once, just - Bloody hell." Spike spun around. Willow stood there, leaning on the axe and the decapitated body of the demon he thought he'd dealt with lay less than a yard away from his feet as its head bounced a few more times before coming to rest.

Giles sighed and took off his blood-splattered glasses again and began cleaning them again.

Willow just stared at them for a moment and then said, "Youre welcome."

"Yeah, well, I could have done him, he's a ponce." Spike glared at her and crossed his arms. "I can take care of myself."

Giles started to open his mouth again, but shut it as Willow gave him a look. She dropped the axe in the grass and crossed to Spike.

"What's wrong?" she asked putting a gentle hand on his arm.

Spike turned away. "Nothing," he said childishly.

"Spike," she said softly.

He sighed. "You two had sex without me."

"Oh," she said with a sad sigh.

Giles laughed, and Spike spun around and growled. "You didn't think it was so funny, when it was you that was left out!"

Giles frowned. "That was different," he said tightly.

"Oh! One rule for the living and another for the dead. That's fair!" Spike railed.

"Being awake in the daytime does have its advantages," Giles quipped.

Willow wanted to interfere, to explain, but she was just too damned tired. She began gathering their equipment.

"That's dirty pool, mate," Spike said angrily.

Giles shrugged. "I can't help it if she's human."

Spike got an evil gleam in his eye. "I could arrange for that to change."

"Don't even think about it," Giles snarled. "If anything *ever*-"

Spike nodded. "I won't, don't worry. Just dreaming. A Vampire can dream, can't he?"

Giles grunted, but kept his tongue.

Willow, who had watched the conversation with growing fatigue, sighed heavily. "Well, I for one am going to bed."

"Good idea," Spike said instantly chipper.

"Alone." She frowned as she saw his face fall. "I don't know about you guys, but I'm pooped. I've gotta get some sleep. Between the bad guys and the good guys," she gave them both a weary smile, "I gotta get some beauty sleep."

"All right, Love," Spike said sadly.

Willow couldn't resist his pouty face and put her arms around him. She smiled and kissed him soundly. "To tide you over," she whispered.

His arms snaked around her waist and pulled her close. "I can think of better ways," he purred.

"Don't I know it," she said squeezing his ass. "But," she said as she gave him a gentle slap on the rear. "You'll just have to save that thought."

He reluctantly released her as she pulled away slightly and put an arm around Giles' waist. "Walk a girl home?" she asked.

The men grinned, tightened their grip on her and started out of the cemetery.


"Buffy," Willow griped. "I'm fine."

"Yeah. Uh-huh. That was convincing," Buffy said with a frown as she knocked on Giles' front door. Without waiting for an answer, she opened it and plowed right in. "You are going out."


"No buts!" Buffy said sternly. "Except of course for his butt. Which by the way is mighty fine. Not that I looked - much. I have Riley's butt to keep me occupied. Well, not occupied-occupied, but - oh you know what I mean."

"And what are you two ladies talking about, or do I not want to know," Giles said with a smile as he came down the stairs.

"You do not want to know," Willow said with grin.

"Ah, right then," Giles muttered as he continued right on into the kitchen.

"Actually, I think it would be good to get a man's opinion on this," Buffy said.

"On Kyle's butt?" Willow asked with giggle, earning her a frown from both Buffy and Giles.

"No," Buffy said with a sigh. "Giles."

"Giles' butt?" Willow said saucily.

"Willow!" exclaimed Buffy. "I mean get his opinion on this - Giles!"


"Don't you think it's time Willow started dating again?"

"Uhm... I... uhm, " Giles sputtered. "That... that's --- uhm..."

"Come on, Giles. Find something and grip it. It's been awhile since Oz... left, and I think Willow should get out there in the big, bright world and suffer with the rest of us."


"This guy Kyle is definitely of the living, and he's got that whole Jude Law thing happening. Definitely of the good!"

"Uhm, yes. Well, I- J-Jude Law?" Giles stammered. As Buffy looked away, he glared at Willow with piercing eyes. Willow shrugged her helplessness in the wake of Hurricane Buffy. When Buffy turned back, Giles' eyes clouded over again with good-natured unease.

"Buffy, I just think-" Willow started.

"See that's it! You think too much! You've been spending all your time here cooped up with Giles. No offense. You know what they say, all work and no play..." Willow bit her lip at Buffy's unwitting echo.

Giles smiled half-heartedly.

"When you should be out. Living la vida loca... or at least something less ugh than school all day and cooped up here with Giles all night. That's gotta be just dead. And speaking of dead, where's Spike?"

"S-sleeping," answered Giles.

Willow sighed. You live in a lie, and it'll get ya in the end. Literally and figuratively.

"Come on, Wills. I won't take no for an answer. You *are* going even if I have to drag you there myself."


"No buts... Cept Kyle's," Buffy said with grin.

"Okay," Willow said. "I'll go." She very deliberately did not meet Giles eyes, but she could hear his teeth grinding.

"Good. Right?"

"Yeah. Good." She wasn't going to chance a look at Giles. Oh, boy... she closed her eyes and prayed. Wait until Spike hears about this.

Part Seven

"I can't see. Move over," Spike hissed.

"Stop pushing me," Giles grunted.

"I'm not," Spike said as he shouldered Giles into a tree.

Giles lowered the binoculars to glare at Spike. "I'd be more careful if I were you, seeing as how we're surrounded by wood. Hate to see you accidentally lean against a branch and-"

Spike's eyes went wide. "Bollocks!" He grabbed the binoculars, nearly pulling Giles off his feet.

"Ow! Watch it!" Giles rasped as he pulled the strap off his neck. "Do you see them? Is it them? Give me those!"

"False alarm," Spike sighed as he handed the binoculars back to Giles.

The pair stood in silence for a long moment.

"I can't believe you let her go," Spike whispered.

Giles snorted. "Let her go? What was I supposed to do?"

"Stop her."

"And how am I supposed to do that without Buffy finding out about us? You do remember Buffy, don't you? Girl with super-human strength *and* a pointy stick."

"You're so bloody smart, you should have thought of something," Spike said.

"Well, she caught me on the hop," Giles admitted and then sighed. "I don't know. Maybe Willow would be better off with a normal boy. And not an old man and an --" He gave Spike a sardonic grin, "--even older, dead man."

"We do all right," Spike miffed. "But if you'd like to drop out, that's fine by me, mate. More Willow for old Spikey."

"Not bloody likely," Giles said as he looked through the binoculars at the dorm entrance. "What the hell's taking them so -- Aha!"

"Where? Where?"

Giles growled deep in his throat.

"What? What?"

"What the devil is she wearing?" Giles spat.

"Lemme see!" Spike wailed as he grabbed the binoculars again. "Bloody hell!"

Giles glared toward the dorm, his jaw working feverishly. "Could that skirt be any shorter? And that's my favorite blouse. Wears my favorite blouse on a date with another man! What the hell is that girl thinking?"

"Come on!" Spike interrupted.

"Thinks I wouldn't care? I told her what that top did to me, but does she care? Apparently not," Giles continued to mumble between clenched teeth.

"Watcher," Spike growled again. "They're getting away."

"Hmm? Oh, right," he turned on his heel and started for the car. "Well, come on," he snapped impatiently over his shoulder, "What are you waiting for?"

"Me?" Spike said. He started to say something else, but just shook his head and quickly followed after the Watcher.


"Is your food all right?" Kyle asked.

Willow nodded and smiled. She was trying to have a bad time, but Kyle really was a pretty nice guy, and he was kind of Jude Law-ish. "It's great."

"Good, I wasn't sure if you liked Italian food. I tried to find out through the transatlantic Riley-Buffy grapevine, but---" he chuckled.

Willow laughed and graced him with another smile.

Meanwhile, at a table not too far away --

"If she laughs one more time, I'm going to be sick," Spike griped.

Giles merely grunted from behind his menu.

The waitress came by and fixed them with a stony glare. "Are you guys gonna order or what?"

"Uhm, we need a few more minutes," Giles mumbled.

"Listen, Mister. This is a restaurant. People eat here. You're gonna have to order, or I'm gonna have to get the manager."

"No, no. Uhm--" Giles quickly scanned the menu.

"We'll have the Veal Piccata," Spike hissed. "Now bugger off."

"Finally," waitress said as she left in a huff.

Giles continued to peer over the top of his menu. "Why does he keep looking at her like that?"

"This is torture," Spike grumbled. "We've got to do something."

"Like what? Accidentally bump into them?"

"Too subtle. I say we just kill him," Spike said with a grin.

"Always thinking with your teeth. We don't kill people just because they're dating our girlfriend."

"Why not?"

"There are rules, you know."

Spike snorted. "You people have too many damn rules."

Giles shook his head. "They're important. We only kill evil beings."

Spike thought for a moment. "He could be evil."

Giles sighed. "We may not like him, but that doesn't mean he's evil, I'm afraid."

Kyle leaned forward and took Willow's hand in his.

Giles' eyes narrowed. "Of course, we can't rule out evil."


"How many?" the ticket clerk asked.

"One," Giles answered.

"Uhm, can you spot me. I'm running kind of low," Spike said shyly.

Giles sighed. "Fine. Make that two please."

He took the tickets and handed one to Spike. "Next time you're paying for dinner and the movie," he said as he handed the ticket the girl at the door.

"Hi," giggled the ticket taker.

"Uhm, yes. Hello," Giles said, not recognizing Denise from the dorm.

Denise waggled her eyebrows at them and winked conspiratorially. 'Wow, Buffy's dad and another guy. I wonder if Willow knows her boyfriend has a boyfriend? This is so Springer. I love this town.'

"Come on Spike," Giles said as he pulled on the vampire's arm.

Once inside the theater, they quickly scanned for Willow and her date. "There!" Spike said pointing. "Going up the stairs."

"Up the stairs?" Giles asked uneasily. "To the balcony. Bloody hell!"

"I can't believe the wanker's taking her up there. On a first date," Spike grumbled.

"Come on," Giles said as he started after them.

Once they reached the balcony, they hugged the back wall scanning for their quarry. Spike spotted them, tapped Giles on the arm and nodded toward the couple.

Giles grunted and motioned toward two seats a few rows behind them. He and Spike slid down the aisle and into the seats. They scrunched down, never taking their eyes off Willow.

"Now what?" Spike whispered.

"We wait. We watch."

Spike nodded and the two sat in a tense silence as Willow and Kyle continued to talk.

"Should've bought some popcorn," Spike grumbled.

Giles sighed. "No one's stopping you."

Spike grunted and stepped past Giles. He stopped and leaned back. "Uhm, can I --- Uhm. I'm still a bit short."

"Christ!" Giles said too loudly, causing the people near them, including Willow, to turn around. He and Spike quickly ducked behind the seats.

Once the murmurs had died down, Giles peeked over the edge of the chair in front of him. "Coast's clear."

Spike slid back into his chair, ducking down. "Smooth Watcher, very smooth."

Giles glared at him. "You know - there are such things as night shifts. You *could* get a job. If you'd just-"

The lights began to dim. "Shh, the previews are starting," Spike hissed. "I love the previews. They're the best part."

Giles opened his mouth, but just sighed and returned his gaze to Willow and her date.

About twenty minutes later, the movie started.

About ten minutes after that, Kyle made his move.

His arm slowly extended above his head and then found its way around Willow's shoulder.

"Oy!" Spike rasped.

Willow merely looked at Kyle and shifted a little in her seat.

"Why isn't she doing anything?" Spike asked. He turned to Giles. "Why is she just sitting there?"

Giles growled in response, his eyes gleaming like a tiger sighting its prey.

Willow turned and leaned into whisper something to Kyle.

Spike nearly came out of his seat as her lips almost touched the blighter's ear.

Kyle nodded and got up.

"Let's kill him now," Spike snarled. "Watcher?"

He turned to Giles, who had a wicked grin on his face.

"Oh, I like that look," Spike said happily. "What's your plan?"

"Follow me," Giles said. They left their seats, and Giles explained his plan as they went downstairs.

They split up. Giles brushed past Kyle in line to go stand over by the end of the concession counter, as Spike leaned against the wall by the stairs.

After Kyle had bought the popcorn and sodas, he headed back toward the stairs.

Spike stepped forward, causing Kyle to bump right into him. "Watch where you're going," Spike snapped.

"You bumped into me," Kyle countered.

"You want to fight? Is that it? One of those?" Spike's eyes glowed; it was all he could do not morph into his game face.

"Look I don't want any trouble."

"Well, too bad. You've found it mate!"

Once Giles saw Spike make contact, he approached the manager. "Excuse me? Are you the manager?"

"Yes, can I help you?"

"Well, normally I wouldn't say anything, but I'm afraid he seems a bit of a troublemaker," Giles said in his most uppity British accent he could muster. Americans always seemed cowed by it.


"Yes, that chap over there, talking to the blond man. I saw him sneak into the theater and now he's starting an absolute brawl. Is this really the sort of establishment that--"

"No, sir. I guarantee we are not *that* sort of establishment. I'll take care of this immediately," the manager assured him.

"I should hope so," Giles sniffed.

The manager nodded obsequiously and approached Spike and Kyle.

"You over there!" As soon as Spike saw the manager coming, he said, "Look, I don't want any trouble." He then turned and walked up the stairs.

"What's going on?" Kyle asked. "Is there a problem? I was just-"

"Ticket stub please?"

"Excuse me?"

"May I see your ticket stub please?"

"I- I--" Kyle frowned. He put the popcorn and drinks on the counter and began checking his pockets. After running over them all twice, he offered a sickly smile and said, "Oh, it must be with my date. Honestly."

"Mmm-hmm," the manager said with a wave of his hand. Instantly, security appeared. "Don't make a scene, and we won't press charges."

"S-scene? C-charges? I don't understand."

The security guard gripped his arm and escorted him toward the door. "But, he bumped into me!" Kyle wailed as he was tossed out the door.

"Make sure he doesn't come back in," the manager instructed security. Giles smiled to himself and met Spike at the top of the stairs.

"Did it work?" Spike asked.

"Like a charm," Giles said with a smirk as he flashed the two lifted ticket stubs.

"Where'd you learn that trick?"

"Ah, the benefits of a misspent youth," Giles grinned as he slapped Spike on the back. "Shall we?"

Spike returned the grin, and the two split up and walked down the aisles to Willow's row. Each slipped into the empty seat on either side of her.

"Hello, Love," Giles whispered as he put his arm casually over her shoulder.

"Giles? Spike? What are you doing here?" Willow asked in surprise.

Spike took her hand and kissed it, looking up at her through dark eyes. "We're here to not watch a movie," he purred, now kissing her fingertips one at a time.

"But, but what about Kyle?"

Giles grinned and reached into the breast pocket of her blouse, letting his fingers linger long enough to feel her nipple begin to harden. He pulled out the two palmed ticket stubs. "Seems he misplaced these."

Willow shook her head. She knew she should be angry with them, but --- "You two are incorrigible."

They both shrugged. Willow chuckled and sighed and then moaned as she felt Spikes lips slowly surround her index finger as Giles' hand slid over her shoulder and onto her breast.

"Incorrigible," she whispered.

Part Eight

"Enjoying the movie, love?" Giles whispered as he leaned in and took her earlobe between his teeth.

Willow moaned and nodded her head slowly. "I-it's--- Oh--- yessss," she sighed as he gently suckled the soft flesh.

Spike, still holding her hand, straightened her index finger and took it slowly into his mouth, pulling it in inch by inch with his lips. His tongue wrapped around it, eliciting another gasp of pleasure from her.

He sensuously gave each finger the same meticulous care, finally pushing her hand open and delicately licking her palm, his tongue making a wide wet swath across her skin. Giles softly blew his warm breath into her ear before slowly letting his lips kiss a trail down her neck. When he reached her pulse point, he stopped and nipped her gently.

"Oh, God," she breathed.

He licked the small red mark he'd made. "Like that, do you love?" he asked, his husky voice sending shivers up her spine.

"I think she likes it," Spike's low voice held a sly grin. "How about this?" He began placing tiny, barely-felt kisses on her wrist. Then he started working his way up her arm until he reached the particularly sensitive spot on the inside of her elbow.

Giles grinned against her skin as Willow barely managed a nod. He pulled his hand from around her shoulder and traced the long line of her neck, letting his long fingers dip down into the valley between her breasts.

"You know what this shirt does to me?" he asked, fingering the top button. Again, she could only nod, her pulse throbbing, the ache between her legs growing. "Shouldn't have worn it for him," Giles reprimanded in a sultry voice. "S'only for me. Understand?"

"Mmm-mmmm," she murmured breathlessly.

Spike turned his attention away from her arm, placing her palm on top of the bulge in his lap. He had more interesting territory to explore. His cool hand barely brushed her knee, as his fingers inched up her thigh, her skirt giving him easy access to her skin.

Willow gently rubbed Spike's erection, the coarse material of the jeans holding him tightly in place. She delighted in the soft moan that escaped his lips when her fingers slid down between his legs, pressuring that sensitive spot.

Spike's hand made an agonizingly slow journey along her thigh. His long fingers dancing along her skin, barely touching her. Each pass, up and down, would draw him closer to her center. His other hand reached out and gently turned her head towards his, so that he could capture her mouth in a kiss. Soft and slow, exquisitely languid, his kiss mimicked the teasing of his hand on her thigh.

Giles continued to kiss her neck, sometimes lingering over her throbbing pulse, feeling her passion rushing through her body. His hand had long ago stopped playing with the button of her blouse. To delicious effect, he slowly unbuttoned her top, letting the fabric casually fall aside as he went.

Once the shirt was undone, he swept his fingers across the lace of her bra, brushing against the hard peaks of her aching nipples.

Instinctively needing to touch him, Willow's other hand reached out and stroked Giles' cock through the thin material of his slacks.

"Gah," he gasped, as her fingers molded to him. Willow smiled against Spike's mouth and then broke their kiss to turn and look into Giles' eyes. Dark green met dark green, both wet with passion. Giles' hand moved from her breasts to touch her cheek, guiding her mouth to his. Spike's free hand now drifted down to replace Giles' on her breast.

Giles' tongue dove into her mouth, forcing its way in to taste her. In contrast to Spike's teasing kiss, this was a kiss of domination. 'Mine,' it commanded. She enjoyed being possessed as much as Giles needed to possess her. Gradually, the kiss mellowed. The pressure of his lips against hers lessened, as her small tongue ran across his teeth, before darting out and lashing against his.

Spike switched hands, so that Willow could have better access to his lap. His left hand, nearest Willow, went around her shoulders, bracing both of them. His right hand rucked up her skirt and then he ran his fingers across the silky fabric of her panties. He could feel the heat coming off, and feel how wet she was. His keen sense of smell took in the intoxicating scent of her arousal.

As his fingers rubbed along her, Spike could feel Willow gently push toward his waiting hand, silently begging him for release. At the same time, her own hand squeezed and stroked his aching cock. He hungered to feel her soft touch against his skin. He started nuzzling her neck.

Giles' hand strayed from Willow's cheek, drifting down to cup her breast. His large hand held her easily. He caressed her through the material of her bra for a moment before slipping his fingers inside. His warm fingers captured her nipple, pinching it ever so slightly. Her breath caught, and Giles pulled out of the kiss, a wicked grin on his face.

Willow replied with her hand, letting it grasp his hardness and slide down toward the base.

Giles' eyes fluttered for a moment, before meeting hers again, promising a wonderful sort of retribution.

Willow met their desires with her own. She let go of both men and her hands stray up to the fastenings of their pants. She struggled with the odd angle for a moment before they took the hint and helped release themselves to her touch.

Both men moaned as her small hands took their hard lengths in her warm fingers. In a slow easy rhythm, she stroked them. Up and down, letting the velvety skin slide beneath her hand. Up the to the swollen heads, stopping for just long enough, before plunging back down to squeeze the base. She repeated the movement, sometimes quickly and sometimes torturously slow.

Giles regained enough of himself to open his eyes. Through heavy lids, he eyed her breasts, still covered with black lace. With a swift and practiced hand, he unsnapped the front clasp and leaned in to taste her creamy flesh. He held one, rolling the hard nipple between his thumb and forefinger as his mouth devoured the other.

Spike stilled her hand only long enough to make sure he didn't spiral before his lovers. He kissed Willow's mouth, swollen from her time with Giles. He suckled on her lower lip before reaching down and slipping his hand inside her panties.

Willow moaned as he slid a finger along her clit, finally burying it deep inside her. The angle of his hand was just right, keeping pressure against her sensitive nub.

Her breath quickened as she felt her thigh muscles involuntarily clench. She leaned her head back against Spike's arm, trying to concentrate, trying to maintain the slow rhythm of her hands, but the feeling inside her was too much, too strong. She could feel it building inside her. Her hands increased their speed, pumping up and down ferociously on the two cocks.

All three moaned softly, the tension building, each needing release.

Giles took her small breast entirely into his mouth, engulfing it as he felt the blood rushing to his groin.

Spike thrust a second finger into her, as he sought out her clit with each upstroke. His eyes clamped shut as he felt the start of his orgasm. He grunted and rolled his head back as the explosion rocked his body.

Giles called out Willow's name in a strangled cry against her chest as he came.

Willow gasped and felt herself fall inside, imploding for the briefest of moments before her muscles clenched one last time. The rush of her orgasm coated Spike's hand; her spasms squeezed his fingers as he continued to shake from his aftershocks of his own climax.

Eventually the world came back to them.

Spike licked his fingers as he tilted his head towards Willow's. Willow lifted Giles' head from her chest and kissed him gently, their breath still coming too fast. Then she turned to Spike and gave him an equally sweet kiss. She could taste herself on his mouth. As she lay her head back on Spike's arm again, Giles' reached over and took Spike's hand. With a grin, he finished licking Spike's fingers clean. When he was done, he looked up and grinned at Spike, who smiled back in satisfaction.

Each sat back in their seat to let the flush of the climax slowly ebb.

A few moments of silence passed.

"I think," Willow said, still a bit breathlessly. "This has just become my favorite movie. When can we see it again?"

Both men chuckled. Spike leaned in closely. "I think they're showing it all night."

Willow sighed and moaned softly. "All night? I'd better freshen up then." She kissed each man quickly and then scooted out of her seat.

"Get some napkins, pet? I'm a bit of mess," Spike said with a satisfied grin.

Willow chuckled and nodded. Giles, who was sitting nearest the aisle, grabbed her hand briefly. "Don't be long, love."

Willow smiled and raised an eyebrow. "Don't worry," she cooed.

Straightening her skirt, Willow made her way down the stairs and started for the bathroom.


Willow froze. Oh, boy. So not good. She turned to see Denise coming toward her. "Denise," she said with forced gaiety.

"Hi! I didn't see you come in. But..." Denise said as she leaned in closely. "You'll never guess who I *did* see."

Willow sighed, but tried to keep the smile plastered to her face. "Who?"


"Uhm," Willow hesitated.

"You'll never guess," Denise said excitedly.

Willow's expression grew horrified as one terrifying thought suddenly blossomed in her head. Buffy wouldn't have, couldn't have followed her... She found she couldn't complete the thought. Didn't dare complete the thought. Denise was gratified at the response her question had brought. "Is-is-is it B-b-buffy?" said Willow, too appalled at the idea to speak clearly.

"No, oh no," said Denise. "Although, that would have been pretty funky, too."

Willow's whole body sagged in relief, and she took a deep breath. "Now, I've really got to go to the bathroom," Willow said.

"Oh. Okay," Denise said.

Willow smiled thankfully and headed toward the Ladies Room, with Denise following close behind.

"So, guess again," Denise urged, as they entered the restroom.

Willow opened one of the stalls and sighed.

"Go on, guess," Denise prompted.

"Uhm, Riley?"

"No. You are so never going to get this." Denise looked at herself in the mirror and picked a popcorn kernel out of teeth.

"I give up," Willow said tiredly.

"I'll give you a hint. He's British."

"Uhm..." Willow hesitated. She flushed and left the stall. "Who?"

Denise nodded knowingly. "Your boyfriend."

"Oh?" she asked nonchalantly as she washed her hands.

"I know. I was like totally shocked. I mean, wait, *you* will be totally stunned." Denise was less than pleased at this blasé response to what she considered her shocking announcement. "Wait for it. It's like, here's the thing...You wanna sit down?"

Willow looked around the bathroom, raised an eyebrow, and shook her head.

"He wasn't alone. Brace yourself. Your boyfriend. Buffy's dad..." she leaned in a whispered...."is gay."

Willow couldn't stifle the laugh; she tried, but it just came out. "Oh, really? Fancy that."

"Are you in shock? I am so, like, totally in shock. You must be in shock. I heard on Oprah that people use laughter as like a defense mechanism. So if you feel like puking... you know, go ahead. Let it out."

Willow controlled herself. "No, I'm okay. Really. Thanks." She finished washing her hands and bit her lip to keep from laughing again at the eager look on Denise's face. She took a paper towel and dried her hands.

"Maybe he's bi. I mean that would explain it right?" Denise reasoned. Willow reached up and grabbed several more paper towels. She looked at what was in her hand, seemed to consider something, and then simply opened dispenser and took out a handful.

Willow nodded to Denise. "That's certainly *one* explanation." She smiled and headed for the door. Denise followed closely behind, ignoring the fact that Willow was stuffing all the paper towels into her purse.

"You are so cool about this," Denise said in awe. "If it was my boyfriend, I'd be all 'Is it me? Did I make him gay? I'm like a gay maker.' But not you. You're all 'whatever'. That is so, so, sophisticated."

"Look, it's just..." Willow started but there was a ruckus at the front door that took her attention.

Kyle was banging on the glass doors.

"Him again?" Denise said rolling her eyes. "I mean... He's cute, but 'Hello Bellvue... table for one!"

"Willow!" Kyle called out. "Willow!"

Willow clapped a hand to her forehead. "I completely forgot about him."

Denise's eyes went round, and she turned to Willow. "Him, too? My God, you... are my hero!"

Part Nine

"Willow!" Kyle yelled again.

She smiled and waved weakly. What could she do now that he'd seen her?

"So you're dating him, too?" Denise said in awe. "Wow... Buffy's dad and now this guy. Do you, like, take B-12?"

Willow sighed. She couldn't go back up to the balcony now. What would Kyle say to Riley? And what would Riley say to Buffy? Biting the bullet, she walked over to the glass doors with Denise following close behind.

Kyle was obviously upset. "Willow, what happened? Why didn't you come look for me?"

"Well, I--" she hesitated. She decided to take another page out of what was rapidly becoming her bible: "100 Lies for All Situations" by Spike... #4 Go on the offensive. "Me? Where did you go? I waited for you!"

"You go, girl!" Denise cheered her on.

"Denise!" the manager yelled. "Get back to work!"

"Be right there Mr. Rudnick!" The girl turned back to Willow and rolled her eyes. "I've got to go, but you'll fill me in later, right?"

"Denise!" he yelled again.

"Keep your pants on!" she responded and then turned back and winked at Willow. "Not you, of course," she said saucily before hurrying back to the snack counter.

Willow sighed heavily.

"Who is that?" Kyle demanded.

"Oh, she's-- Now, hold on just a second here, mister. I'm the one asking the questions. I mean, you walked out on me," Willow said trying her best to sound indignant.

"No! I didn't," Kyle protested. "There was this crazy blond guy and then..." The young man trailed to a stop, lost himself in Willow's emerald eyes. He shook his head to clear it. "No excuses. You're right. I'm sorry. Can you forgive me?"

Willow frowned. She wasn't expecting this. She was counting on him being upset, not nice. She could deal with upset, but a sincere Jude Law-ish face. Uh-oh.


"What the bloody hell is taking her so long?" Spike hissed.

Giles sighed heavily. "How should I know?"

Spike grimaced. "I wish she'd hurry up with those napkins. I don't like feeling so... dirty."

Giles laughed. "That's rich, coming from a man who lived in a crypt for twenty years."

"That was different. That was a dry dirt - this is, um, sticky and damp."

Giles eyes Spike and raised an eyebrow, "Getting a little particular in your old age, aren't you? I could let Willow know that you, um, prefer to skip getting," Giles' voice took on an overly innocent tone, "sticky."

Spike growled softly in response. "Very funny." He craned around and looked at the doorway again. "What the hell is she doing?"


"How can I make it up to you?" Kyle asked.

"You don't have to--"

"No, really. I want to. Please?" he asked. "Can I at least buy you some ice cream?"

What could she say? He was being so sweet when he had every right to be upset. She just couldn't be mean to him. "All right..." she agreed and then quickly added. "But I- I have to go back inside for a minute. I think I left my purse in the ladies'."

"Right there," he said pointing at her shoulder.

"Oh, oops. Huhuhuh." Staccato laughter burst from Willow, and she clapped her hand over her mouth. She was getting a bit frantic. She had to at least get back inside and explain what was going to Giles and Spike. Otherwise... No, no thinking about otherwise!

"I'll be right back. I-I left some trash on the floor and-and you know how they ask you to throw it away. Hate a litterbug!" she said over her shoulder as she dashed back into the theater.

"Okay! I-I'll wait right here!" he called out after her.

Willow ran back up the stairs to the balcony.

"It's about bloody time," Spike rasped.

Willow sighed and quickly tossed each a fistful of napkins. "I'm sorry, something's come up, and I've got to go get some ice cream, but don't worry I won't be home too late, and I'll try to make it up to you then." As quickly she appeared, she ran back up the aisle.

The two men stared after her for a second before looking at each other.

"Ice cream?" Giles echoed in confusion.

Spike grinned. "Make it up to us."

"Idiot," Giles spat. "Make it up to us for what?"

"Oh, right." He paused for a minute before realizing what must have happened. "Bugger!"

"Exactly!" Giles hissed as they both hurriedly cleaned themselves, just before the house lights came up.

They bounded down the stairs and scanned the lobby for any sign of her. Grunting in unison, they strode toward the exit.

Denise leaned against the concession stand counter and watched the two disheveled men storm out and sighed. "I wonder what's on the Spice channel tonight?"

Once outside the two continued their search. "There's the blighter's car," Spike pointed.

Giles sighed heavily. "Well, that's something anyway."

"It is?"

"There's only so much you can do in public."

"Says the man who shagged the Slayer's mother on the hood of cop car," Spike snorted.

"That was..." Giles started to protest, but frowned. "Point taken."

"Don't say point, mate," the vampire said.


"Point," Spike explained. "Touchy subject."

Giles rolled his eyes. "Oh for the love of... They can't have gone far," he said as he started down the street toward the main strip of shops.

"Better not," Spike grumbled as he fell in step with the Watcher.

Part Ten

"So, what would you like?" Kyle asked as they stood in line at the ice cream parlor.

"Vanilla," Willow said promptly, not even bothering to read the menu board. Plain, old vanilla. That should get her in and out without too much fuss.

"French vanilla, plain, yogurt?" Kyle prompted her further. "How about toppings? Sprinkles, gummy bears, nuts..." She gave him a sickly smile. Then she heard a fateful sound behind her.


She swallowed hard. Could this night get any more complicated? She plastered a smile on her face and turned. "Buffy!" She raised her hand in a half-hearted greeting.

"Hey, Willow. Kyle," Riley said with a smile as he shook hands with other man.

"What are you guys doing here?" Willow said trying not to sound like a cornered animal.

Buffy smiled broadly. "Coning it. Hey, let's cream together."

"What?" Willow said in a strangled voice.

"Get some cones, sit, you know, double... date that is... although a double scoop wouldn't be amiss. Did I just say amiss? Okay, officially spending too much time with Giles." Buffy was practically giddy at seeing Willow out and about.

Willow blanched at the mention of the name. Giles, not to mention Spike, were going to kill her. She knew it. Even though none of this date was her fault. She managed to smile gamely as they got the ice creams and found a very small table outside.

"So," Buffy asked between licks. "How was the movie?"

Both Kyle and Willow coughed and began to stammer. "Uhm, it... well..." They looked at each other nervously.

Buffy laughed, nudged Riley in the ribs, and then nodded knowingly. "Oh, I see."

Willow caught Kyle's eyes, who smiled back in thanks. Apparently, he didn't want to explain to them how he'd managed to get kicked out of the movie and thought Willow was being helpful. Willow was glad she didn't have to explain why she didn't know any of the plot.

Buffy grinned and turned to Riley. "Isn't that great?"

Riley smiled a bit shyly as she took his hand.

"We've missed a few movies ourselves," Buffy said wiggling her eyebrows. Riley's cheeks colored in embarrassment. "Look he's blushing. Could he be cuter?" She leaned over and kissed him.

Kyle and Willow shifted nervously in their seats and tried to concentrate on their melting cones. A bit of the ice cream dribbled down Willow's chin.

"You've got a--" Kyle stammered, pointing to her mouth. "On your... chin."

"Oh?" Willow reached up and wiped at it, but missed some. "Here, hold still," Kyle suggested as he gently held her head and reached across with a fresh napkin.

Luckily, none of them saw the glittering yellow eyes across the street. "I'll kill him," Spike snarled.

"No, you won't. You can't," Giles said tightly, his own hazel eyes shining. "I will."

"Good, what are we waiting for?" Spike demanded as he started to march across the street, Giles following close behind.

Suddenly, Giles grabbed his arm and attempted to pull him away. "Wait. Damn it, Buffy's there - with Riley."

Spike resisted being drawn to the side. "So, we'll just tell her there are bad guys around the corner. They'll take off and then..." he snarled.

"Once again, quit thinking with your teeth. He's seen you. Even if we did manage to get rid of Buffy, we can't just walk up and rip his head off."

"Why not? Done it before," Spike interrupted casually.

"Can't just rip his head off," Giles repeated with exaggerated patience, "before he'd spill the beans. This is not a situation for brute force. This calls for subtlety, skill, deception."

"You really do like the sound of your own voice, don't you?" Spike said with a snort, but he did, finally, allow himself to be drawn to the side. They ducked into some nearby bushes.

"I like not having my Slayer thinking I'm debauching her best friend and beating the stuffing out of me. And if she found out about you... There wouldn't be enough of you left for a dustbuster to pick up. And Willow... would be upset if Buffy killed you."

Spike looked at Giles and fluttered his eyelashes. "Only Willow?" He leaned his head against Giles' shoulder and simpered, "Oh Rupert, don't you care anymore?"

Giles shrugged irritably. "Gerroff, and quit mucking about."

"That's not what you said last night." Spike looked slyly at Giles, who actually blushed slightly. "Well, that was last night and I'd had nearly that whole bottle to drink and, oh why do I get drawn into these conversations with you?" Giles shook Spike off and turned back to the ice cream shop.

"Okay, genius," Spike said. "What plan have you come up with so that we get Willow and that bloke doesn't?"

Giles sighed heavily and said, "Simple, I'll go over and just tell her that there are some vampires around the corner; she and Riley will take... "

"Excuse me," Spike interrupted, "Exactly how is this different from MY plan?"

"Number One, *I* do the telling; he hasn't seen me. Besides Buffy will believe me more readily," Giles stated pompously. "And Number Two, we do not, repeat, do not rip off any heads. I'm sure that as soon as Buffy and Riley leave, Willow will be more than happy to, I believe ditch is the term used nowadays, that, that boy, and come with me."


"Isn't this great?" Buffy asked gaily. "I mean, here we are. Four adult-like people just enjoying themselves. You'd never know we live on a Hell--- hell of an earthquake fault..." she finished lamely. Riley leaned over and murmured in her ear, "Oh, much better save than 'I have to patrol-leum'." Buffy snickered.

"Really?" Kyle asked his interest piqued. "I mean, I knew about that last quake, but..."

"It's a faulty fault," Buffy said.

"Right, but... uhm..." Riley interjected trying to get the conversation back on course. He struggled to think of a neutral topic of conversation. One that didn't involve Hellmouths. Oh well, the weather always worked back in Iowa. "It sure is a nice night, isn't it?"

"Yup," Buffy said as she snuggled against him. "Nothing to worry about except-"

"Buffy!" Giles panted, out of breath. "Riley! I'm so glad I found you."

"Giles," Buffy said irritably, clearly not happy to see her Watcher.

"Is something wrong?" Riley asked anxiously.

Giles ignored him for a moment, his eyes keenly fixed on Kyle and how damn close he was sitting to Willow. "I don't think we've met," he said extending his hand.

Kyle frowned. "Uhm, no. I'm---"

Willow looked anxious. "Giles, this is Kyle. Kyle, Giles. Um, Giles, what's the problem? Where's S... er... what's up?"

Kyle stood and shook the offered hand, wincing as Giles gripped it painfully.

"Giles, if you're done with etiquette stuff - what's the big?" Buffy asked impatiently.

Giles glared at Kyle as he sat back down. "Ah, yes. Yes!" He turned to his Slayer. "There's trouble in the park, I'm afraid."

Willow knew something was wrong with this picture. If there were real trouble, he wouldn't have wasted time shaking hands.

"What kind of trouble?" Buffy asked, not really wanting to know.

"There's a group of our 'old friends,'" Giles emphasized the words, "in the park. Buffy, Riley, I think you should check it out."

"How large a group?" asked Buffy.

"Are they biting?" interjected Willow skeptically, trying to figure out what Giles was up to. "You didn't leave while they were bi..." she trailed off at the look on Kyle's face.

"Biting?" he asked, perplexed.

Willow looked at the others for help in covering her slip.

"Uh," Buffy looked blank.

"Erm," tried Riley, thinking furiously.

"Oh, it's, um, our friends..." Giles started.

"You have friends that bite?" Kyle was trying to figure out what was going on.

"No, no, not the friends, it's their, um, pets. Yes, they have recently tried to tame, uh, rogue... uhm.. puppies. Large, large, vicious, rogue puppies," Giles finished lamely.

In the bushes, Spike rolled his eyes. "Puppies?" he mumbled under his breath. "Why not bunnies? Idiot Watcher."

"Puppies?" Riley asked a bit confused.

Giles turned from him and looked at Buffy meaningfully. "Yes, puppies. Big puppies."

"If they're big, wouldn't they be dogs?" Kyle offered helpfully.

Giles turned back and narrowed his eyes at the young man. It took all of his strength not jump across the table and throttle him. "No," he said through clenched teeth. "They're puppies." He turned back to Buffy.

"And I think you two had better have a look."

"Why would Buffy and Riley be any good at dealing with, ah, rogue puppies?" asked Kyle.

Giles clenched his fists and said with a patently false smile, "Buffy was thinking of being a veterinarian - I think this would be good practice for her. To go deal with the," he took a deep sigh, "puppies."

Willow became even more sure that something was wrong. This wasn't normal Giles "there are demons to be fought" behavior. This looked remarkably like, well, jealousy. Her lips tightened. She knew they'd be upset, but what did they think they were doing?

Buffy sighed in irritation. "Gi-iles, can't you do it? You can handle a few puppies, can't you? After all, you *are* a veterinarian, right? I'm on my date. Remember? The date you said I could go on," she glanced at Riley. "Since I haven't made up my mind about that switch of majors." She sort of jerked her head in the classic "go away" gesture.

Kyle smiled and leaned in a bit closer to Willow, who now watched Giles carefully. This was just the limit, making up vampire attacks! She couldn't believe that he would stoop this low just to break up her date. Best let him be hoisted on his own petard.

"Well, I-" Giles sputtered.

"Thanks, Giles. I really owe you one!" Buffy said brightly. "You're the best!"

"Thanks, Giles," Riley said as he put an arm around Buffy.

Giles grunted and turned to Willow. She said nothing, simply smiled sweetly and leaned back against Kyle's arm, with a mocking glint in her eye.

"Right," Giles grumbled. "I'll just go... and deal with the... uh... rogue puppies." Sighing heavily, he retreated back down the street before ducking into the bushes.


"Oh, that was beautiful," Spike snickered. "Vicious puppies. Bloody priceless."

"Oh, shut up," Giles hissed. "Bloody Slayer." He started to pace, grunting as he went. "Stupid ponce... wouldn't they be dogs?" he said in a simpering tone.

Spike laughed again. Giles spun toward him, his expression fierce. "What are you laughing at? He's practically sitting in her bloody lap! And she's letting him!"

Spike growled. "I did vote for head ripping."

Giles snorted.

"Well, if your Slayer weren't so damned---"

"I've got it!" Giles exclaimed. He turned to face the Vampire. "Hit me."


"Hit me," Giles repeated and took off his glasses preparing for the blow.

"Not that I wouldn't love to, but... why?"

"If I come back, a bit roughed up, having fought the... uhm... puppies... by myself, I know Buffy and Riley will leave. Then all we have to do is take care of the idiot."

"Ah," Spike said in understanding. "I'm underestimated you, mate. You are devious... I like that."

"Thank you."

"But, as much as I'd love to beat you senseless, and thanks for asking, I can't! Bloody implant!" He turned away in frustration. "Isn't this bloody perfect! A free shot at the Watcher, and I can't even take it!"

"Hmmm. Can't you try?"

"Have you ever had a searing hot poker jabbed into the side of your head?" Spike asked.


"Well, it's no picnic let me tell you, and this thing in my head.... worse." Spike sighed. "Maybe I could hold out my fist, and you could run into it. It's worth a try."

Giles frowned. "I suppose we could try."

Spike nodded, made fist and held it out. "G'head."

Giles took a deep breath and nodded. He took a step back tried to line himself up with the fist. He took another deep breath.

"Anytime now," Spike sighed.

"It's not so easy, you know."

Spike rolled his eyes and lowered his fist. "Look," he said grabbing a fallen branch. "Why don't you just hit yourself with this a few times?"

Giles took the branch and frowned. "I don't know--"

"Unless you want Willow and the frat boy-"

"Ow!" Giles said as he hit himself.

Spike turned away for a minute, unable to keep himself from laughing. "Again," he prompted.

"Oh!" Giles cried as the branch connected with his head.

Spike couldn't believe his luck. Sure, he couldn't beat the pompous sod himself, but watching this show was absolutely priceless.

Giles rubbed his head and groaned. "Am I bleeding? I think I'm bleeding."

"Just a scratch," Spike said casually.

Giles grimaced and moaned.

"Don't be such a baby," the blonde chided him. Giles glared at him.

"Now, roll around in the dirt a bit," Spike suggested.

With a frown, Giles lay down on the ground and rolled over.

"A few more times," the Vampire instructed, barely able to contain the howls of laughter inside.

Giles continued to roll around in the dirt for another minute, before standing a bit shakily. He looked like hell. "What do you think?" he asked.

Spike inspected the filthy Watcher. "Needs one more thing."

He reached out and ripped Giles shirt across the shoulder.

"What the hell!" Giles cried.


"You ruined another one of my shirts. You'll pay for this."

Spike merely grinned. "Oh, I'm scared, Watcher."

"No, I mean you'll pay. Cost me fifty dollars."

"Fifty," Spike snorted. "I could have gotten that for twenty. Twenty-five tops."

"Really? Where?"

"I know this guy---" Spike started before realizing what the hell they were doing. He shook his head, placed a twig strategically in Giles' hair and stepped back. "Now, you look the part," Spike said brightly.

"I think you're enjoying this a bit too much," Giles said tightly.

Spike shrugged. "Maybe, but it's the only thing I've been able to since we left the cinema." Giles advanced on the Vampire. "You can give me a ... tongue lashing ... later," Spike said with a smirk. "But you'd better get back over there before..."

"All right. All right," Giles growled. He turned and marched firmly back to the edge of the bushes. When he got within view, he paused, slumped his shoulders, tried to look hurt and began limping toward their table.




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