Title: Something There
Author: WistfulWatcher
Rating: R/NC-17
Summary: While cleaning up after a vamp attack, Willow and Giles feel something change.
A/N: I wrote this a few months ago, after re-watching the third season. The poster mentioned is actually on the walls in the library. Set in season three.

"Do you want to save this, Giles?" Willow held up the broken globe, throwing a sad look at the lopsided world.

"No, Willow, that's fine. It can go in the pile with the rest." Giles gave an equally saddened look before turning from the young witch. The two had been in the library for several hours now, and the space was still not tidied.

Willow ran her hand over the back of the globe before turning it to face her. With a frown she patted the dented continent and mumbled, "Sorry Australia," before tossing it onto the trash bag.

Though the library was empty now, save for the two Scoobies, the day had started with the whole gang. There had been another attack on the team, which, of course, left the library decimated. Shelves had been knocked over, the center table had been smashed, even a light bulb had ended up broken.

As it was easily the eighth time something like this had happened, the group followed the usual arrangement to meet early in the day to clean up the mess before Snyder found out. Fortunately for them, the vamp attack had happened on a Friday night, which meant meeting at eleven in the morning on Saturday, rather than taking care of it immediately.

After a few hours of picking up broken glass and shattered wood, Cordelia had been the first of the group to leave. With a huff and an, "I am so done with blue collar work," Cordy had left the building. Xander was quick to follow, not missing an opportunity to be alone with his girlfriend, and Oz left to perform with the Dingoes at the Bronze. Come nightfall Buffy left, needing to patrol after the most recent attack.

This left Willow and Giles to finish cleaning the mess, and, after nearly two hours of working by themselves, they were nearing the end. Willow pushed the globe further into the bag, creating enough leftover plastic to tie the bag together. With a neat bow she completed her task, and started to lift the bulging bag.

"Willow, let me," Giles's gentle voice drew her attention to her side, where his hand rested on her shoulder. With a shy smile Willow relinquished to debris, letting the older man's warm hand brush hers. As he walked out of the library she ducked her head, feeling a slight blush tinge her cheeks.

Pull it together, Will! Though the reprimand was self-given, Willow heeded it, turning around and heading toward the stacks. Willow was loathe to admit it, but the mild crush she had been developing on Giles since she became a Scooby reached full force today. Working with him for hours, paired with his adorable state of disarray solidified any fledgling feeling she was hoping to dismiss.

Though she knew any longings on her part would be fruitless, Willow found it difficult to ignore Giles's appearance. He'd met them in the morning in his usual attire; dress shoes, dress pants, dress shirt, tweed jacket and tie. However, after the hours of cleaning he had slowly become less professional, and the first to go was the tweed jacket. Not long after that Giles rolled up his sleeves and loosened his tie.

Willow also couldn't help but notice his obvious lack of glasses. Since there weren't any ancient texts to read, he had forgone the glasses, leaving them in his office with his other personal items. And then there was his hair… Willow shook her head slightly to dislodge the appealing image he had inadvertently created; several hours of work, paired with his ever-present habit of running his hand through his hair, and Giles looked…rumpled.

Giggling softly at the word that came to mind, Willow focused on the mild mess in front of her. Though the library, all-in-all, looked better than it had hours ago, the stacks still needed some attention. Only one of the shelves remained upright, and, while they'd re-catalogued all of the lower level books, they still had four shelves to arrange.

Willow knelt down and started to sort the books out by last names, using the code number to help her weary eyes. Pulling her legs underneath her, she mumbled, "Thank God for old Melvil," and plopped another book on her pile.

"Yes, I suppose we would be here for a much longer time, without Mr. Dewey, wouldn't we?" Giles smiled. He pulled a chair over and began to help Willow with the books between them. The two worked quietly until Willow excused herself to get a drink.

She reappeared minutes later with two bottles of water and a shy smile. "You're out of tea." She turned away from him again and started to dig through another pile of books. Forgetting her attire, she bent over most of the way, feeling her plaid skirt brush the back of her thighs, quickly followed by a strangled cough and Giles clearing his throat.

Slowly righting herself, Willow blushed and looked at the wall in front of her. "Giles?"

"Yes, Willow?" He remained where he was, but slowly stood.

"When did you get this poster?" There was a smile in her voice as she turned to gesture to the penguin poster next to her.

Giles blushed and ran his hands through his hair, causing a flutter in Willow's stomach. "Last year. I put it up a while ago."

Willow turned toward the poster again, crossing her arms and seriously considering it, as if it were a piece of art. "Penguins, Giles? It's so…un-you."

Seeming defensive, Giles sat down again, and crossed his leg over the other. "Yes, well it was a gift, actually." Willow looked down, feeling bad for hurting his feelings. She moved toward him with a small stack of books, sitting down at his feet.

Looking up at him she gave a worried smile. "I'm sorry. I like it. It's just…"

"Not me."

Willow went back to sorting the books, until she felt a hand on her back. "It was from Ms. Calendar. She…she said they were us. The penguins were, I mean." Willow turned toward him, looking up. She smiled sadly, remembering Jenny. Giles seemed embarrassed of telling her, so she quickly put her hand on his knee to draw his attention.

"That's sweet. Like Adelie penguins? They're soul mates." Willow removed her hand slowly, and wrinkled her nose. "That, that's sweet. ‘Cause you and Ms. Calendar were soulmates."

Suddenly feeling her eyes water, Willow turned to work on the stack of books in front of her. As she was sorting, she felt Giles move behind her, and come to sit next to her. They worked quietly, and soon they were shelving the books. Willow had just set her final books on the shelf when she heard Giles speak softly.

"We weren't soul mates. I'm not even sure there is such a thing." At Willow's questioning look he added, "I loved her. Quite a bit, actually. But I'm not even certain we would have lasted together."

"And now you'll never know," she voiced the unspoken portion of his admission.


They finished the next bookshelf in silence, but Willow felt different. The air had changed between them, now that Giles had shared with her; he seemed lighter and heavier at the same time. He seemed almost worried, now.

As they shelved the next pile side-by-side, Willow took a breath and put her hand gently on his bare forearm to stop him. Turning slightly, she looked up at his eyes, but he wasn't looking back. "Giles, I'm so sorry. I just…I want you to be happy. You—you deserve a soul mate." His head dropped down, gently resting against the shelf, and she felt his forearm tense. Assuming she was upsetting him she removed her hand and turned back to the books.

Willow felt the lightest of touches on the side of her face as Giles said, very softly, and broken-sounding, "You're a very sweet girl." Before Willow could look at him or respond he was walking away from her, and she suddenly felt very frightened that he was leaving her. She cursed her unfounded idea as he bent toward another bookshelf, and blushed as she took in his strong back under his dress shirt.

"Let me help you." Together they righted the shelf, but as Willow stood she felt a rush of blood to her head, and she closed her eyes tightly, hoping Giles didn't see.

"Willow?" No such luck. Resisting the urge to hold her head, she smiled and opened her eyes.

"Yes, Giles?" He stepped closer to her, searching her face for pain.

"I think it's time I take you home." She laughed quietly at that before stepping back from him.

"Don't be silly. There are only two shelves left. And I feel like Popeye on spinach!" She demonstrated this by flexing her arms to the side and making a strong face.

Giles couldn't help but chuckle at this, and Willow smiled at the sound. Giles had long ago stopped asking if she needed to tell her mother where she was, the answer to which usually caused him to make a strange face. She was suddenly reminded of this, and grateful now that her mother was not going to be brought up, though she couldn't exactly say why. She had a strange feeling in her stomach, almost like she was waiting for something to happen.

They went back to the shelf they had just put up, and started to sort the books yet again. "Drink this," Giles said as he handed Willow his water bottle. He'd had some of it, but it was mostly full, and Willow had finished hers soon after she got it. At Willow's perplexed look he explained, "Your head rush was most likely due to dehydration and lack of food. If you're going to finish here I won't be able to remedy the latter until this is completed, and I certainly don't want you passing out." His words were said gently, but there was a harsher tone underneath, like he was holding back.

Willow's fingers brushed his as he handed her the bottle, and she quietly opened it and took a sip. "Thank you, Giles." A moment passed as she sipped at her water, then capped it and set it down. Reaching for a book, she added, "You're sweet too, Giles." She watched out of the corner of her eye as he blushed, reaching for another book.

The strangeness between them continued as they shelved, finally reaching the bottom of their pile. Willow had been handing him books from the floor as he shelved, and when she was done she rubbed her eyes and rolled her shoulders before putting her hand on her back and pushing her chest forward. She looked up as she did the last part only to see Giles looking down quickly and offering her his hand.

She took it and he pulled her up, their hands grasping tightly. "Your hands are warm," she whispered as she met his eyes. They held contact for a moment before Giles's thumb brushed her knuckles and she lost the warmth of his hand.

"Last one?" He asked quickly, stepping toward the final shelf. She nodded, offering a smile to match the one on his lips. "This one shouldn't take much time. Half of it's still intact."

"Great!" She said with more enthusiasm than she felt. While she hated the monotony of cleaning after vamp attacks, she suddenly wanted the library to be trashed, if only for a few more moments with Giles. Scolding herself internally she started with the final volumes, setting them in front of her.


Not before long the library was finished, and the two collapsed in the chairs at the table. "I'd like vampires more if they cleaned up after themselves," Willow huffed. Looking at Giles's disturbed and amused face, she rolled her eyes. "OK, that's a lie."

"Are you ready to go home?" An image of the two of them going to his house struck her mind, but she blinked it away. Nodding, she rose, and pushed in her chair. Giles brought her purse from his office, and brought out his coat. "Did you not have a jacket, Willow?"

"No. I figured it was nice enough outside." Giles tsk'd her apparel, taking in her thin tights and long sleeved shirt with a cat on it. Silently draping his tweed jacket over his shoulders, he led her to the parking lot by the small of her back, pausing briefly to turn off the lights and lock the doors.

Willow shivered as he unlocked the Citreon, deciding she should have, indeed, grabbed a jacket. They both got into the vehicle, and as Willow ducked her head she brushed her nose against the jacket, and caught a whiff of Giles.

The soft sigh she emitted startled Giles, and Willow turned her head to the window. "Thank you for your help, Willow. You certainly didn't have to stay for all of it. Or any of it, for that matter."

Willow risked a glance at his profile as he drove. "Of course I had to help, Giles. I couldn't leave all of that for you alone." Giles glanced downward briefly, and Willow quietly added, "Besides, I had a nice time tonight."

He drove silently for a moment before for saying, "I did, too."

Willow contemplated putting her hand on his, but all too soon he was parked in front of her house. Giles leaned back in the seat, and asked if she had house keys.

She shook her head. "No. My parents should be home." Furrowing her brow at the driveway, she paused.

"Is something the matter?"

"My dad's car isn't in the driveway." She started to get out of the car, and Giles leaned forward, scanning for any sign of vampires. Willow walked to the front door, but it didn't budge. She walked around to her bedroom porch entrance, but it, too, was locked. She moved to the garage and peeked inside, but didn't see either of her parent's vehicles.

Pausing for a moment, she walked back to Giles's car, and looked at him sheepishly. "Um, I'm locked out."

"Your parents aren't home?" Willow shook her head. "And they didn't tell you?"

"Uh, no." She paused before looking through the window at Giles. "Would you mind driving me to Buffy's house?"

Giles pursed his lips before tightly saying, "Of course."

Willow slipped back into the passenger's seat and buckled up. Glancing at Giles she noticed he seemed upset. Assuming it was because of her, she tentatively offered, "Th-thank you, Giles. For the ride." He seemed to relax a little at that, and gave her a tired smile.

"Anytime." He pulled in front of Buffy's house, only to see no lights on, and no car in the driveway.

"Oh no." Willow groaned, then turned to Giles, her brow furrowed in worry.

"What's wrong?"

"Buffy had to go to LA tonight after patrol. It's her dad's birthday tomorrow."

"Yes, of course." Giles seemed to be even more anxious now, and Willow felt horrible. "Xander?" He seemed to hesitate to offer this, but she reasoned he knew they stayed at each other's house often.

Willow looked down guiltily. "He, uh, Cordelia is staying over tonight." At his mild blush, she offered, "Maybe you could take me to Oz's house?" Giles's head snapped up at that, his eyes wider than usual. "Not that I have been there before. At night, I mean. It might send the wrong message, I suppose."

Giles swallowed before rasping out, "You can stay at my house." It was her turn to widen her eyes, as she was caught completely off guard. "But, if, if that makes you, uncomfortable…"

She smiled to offer some assurance that she was fine. "No, that would be wonderful. But I wouldn't want to impose. I'm sure Oz—"

"It's fine." They smiled gently at each other, before Giles drove to his home.


Willow followed him inside as he turned on the lights and set his briefcase on the desk. She stood awkwardly in the doorway as he puttered around and walked to the back of his apartment. He came back a second later with a few pillows, a sheet and blanket, which he deposited on the end of the couch. He looked up to find Willow in the same place as she had been, and smiled distractedly. "Come in, Willow. Make yourself at home."

She smiled back as she set her purse on the floor by the chair, and moved to make up the couch. A hand on her arm stopped her, and she looked up, curiously. "I'll take the couch. You can sleep in my room. Are you hungry?"

"Oh! You should sleep in your bed. I can crash on the couch. Really, I'm imposing enough."

With a tilt of his head, Giles cupped her chin, but his hand was gone as quickly as it was there. "You'll have my room, and you're not imposing. What would you like to eat?"

"At least let me make food. Uh, what do you want?" Giles stepped into the kitchen, followed by Willow, and pulled out a loaf of bread and cheese slices, and gestured toward the frying pan by her hand. "Grilled cheese? That's my comfort food." Giles gave her a knowing smile, and opened the bag of bread.

They assembled the sandwiches in silence, and then Giles leaned against the counter as Willow toasted them. When she turned to hand him his plate, he was looking at her distractedly, with the smallest smile. "Here you go," she said as she handed him his plate.

Willow walked behind him, confused by his behavior recently, and sat next to him on the couch. Giles was not usually the touchy-feely kind, but they'd made contact several times tonight, and each time it had felt electric. Had he felt it too?

Bringing her attention back to the present, she noticed Giles smiling at her. "What?"

He softly laughed as he brought his thumb to her lips, and rested his fingers under her chin. "Crumbs," he murmured, as he wiped the golden bread from her lip. Without thinking she licked her lips, he tongue brushing against his thumb as he pulled away.

Their breath catching was simultaneous, and the moment was over. Giles looked down and cleared his throat, before standing up. "You better get to sleep. I'm still not satisfied that you've had enough food today. We'll get you a good breakfast."

Willow nodded without thinking, and headed to Giles's bedroom. As she reached the door, she snapped out of it, saying, "Pajamas!"

"Excuse me?" He straightened the glasses he had just put back on, and looked at her in confusion.

"I, um, I don't have anything to sleep in."

"Oh." He paused. "I'm sure I can find you something." Giles brushed past her to his dresser, pulling out two pairs of pajama pants and two t-shirts, one for each of them. "Will this work?" He handed her the nicer of the two, and she pushed her hair behind her ear.

"Yes, thank you." After an awkward pause, Willow swallowed, and said, "Good night!" before shutting the door.

With her newfound privacy, Willow sighed, her head swimming. Something had definitely changed tonight, and not just on her end. Stripping off her shoes, tights, skirt and blouse, she thought about their time alone. While most definitely awkward, it had been nice, and she had felt very safe. She appreciated Giles confiding in her about Jenny—he barely mentioned her at all to them, but she had suspicions that he talked to Buffy sometimes about her.

Thinking about Giles with Buffy sent a pang of unfounded jealousy through her and she shook her head quickly to dislodge it, while she pulled on Giles's t-shirt. It came down to mid thigh, and as she looked in his mirror, she saw it was a Cream band-tee. Giggling at the man in the other room, she pulled on the pants, pulling the drawstring tight. She felt silly, the pants bunching around her slim hips, and rolled the waistband so the pant legs weren't so far past her feet.

Yawning, Willow decided she should brush her teeth, and exited the bedroom only to literally run into Giles. "Oomph!" She stumbled back, and Giles tried to catch her, her momentum pulling him backward a little, into the wall.

They paused for a moment, Giles's arm around her waist and his other hand braced next to her head. Their bodies were pressed close, but the only other contact that was made was Willow's leg against his.

Giles pulled away soon after, blinking and clearing his throat as he untangled his arm from her waist and pushed off of the wall.

"My bad. I'm sorry. Can I brush my teeth?" She squeaked the last out, her eyes wide and darting around. Giles turned to the bathroom and opened the medicine cabinet, pulling out an extra toothbrush and handing it, along with his toothpaste, to her. He then turned, wordlessly, and went back to the couch.

Willow quickly brushed her teeth, noting that Giles rolled his tube of toothpaste as he went, just like she did. After her teeth were clean, Willow peeked her head into the living room, and said, "Thank you Giles. Good night."

After a moment she heard, "Good night, Willow." She smiled, and entered his room, leaving the door open a crack. She turned out the light and lay down. After several moments of fidgeting, she stood up and untied the pajama pants, blaming them for her discomfort. Having shed them, she climbed back into his bed, and sighed.

As she reflected on the day, she remembered the smell of Giles's jacket, and looked around the room. After a moment's hesitation, Willow rolled onto her side, and inhaled his pillow. She let out sigh as she contemplated the scent. Books, warmth, tea, and something faintly spicy, she thought.


Willow was having a hard time sleeping. It had been almost an hour and she couldn't sleep. It was late, around one or two in the morning, but Willow couldn't stop thinking about the events of the day, and how they made her feel.

She'd had a crush on Giles since forever, but it had never been as consuming as it was at this moment. Being surrounded by the smell of him didn't help, and as she thought about him just feet away, and her in only her underwear and his t-shirt, she noticed how damp her panties felt. There had been the usual steady thrum in her body as they had talked today, but toward the end of the night it had shot up, and reliving everything and her current situation, she was practically on fire.

She and Oz had made out some, but she'd never felt this all-consuming heat with him before. As she thought about Giles laying in this bed night after night, she felt her fingers trailing down her stomach. When she realized what she was doing she balled her hand into a fist, and rolled on her side.

This put her nose right on the pillow, and she felt another small sigh escape her lips. After debating for a moment she allowed her fingers to continue their descent, edging toward her panties. She trailed her fingers over the material for a moment, as if giving herself a chance to back out, but quickly slipped her fingers beneath the band of lace.

She bit her lips as she brushed her sensitive flesh, letting out a silent moan as she reached the bundle of nerves at the top of her sex. Dipping her fingers past her lips she hissed, muffling the sound behind her teeth. She gently rode her hand as she silently prayed the bed wouldn't squeak. She turned her head into his pillow as she reached her peak, fuzzy lights appearing behind her eyelids, more intense than usual.

Deciding Giles might have been right about her dehydration she quietly slipped the door open and headed into the kitchen. She glanced over at the couch as Giles rolled over, but stopped. She breathed a sigh of relief not to have woken him, and opened the cabinet to retrieve a glass. She turned on the faucet as quietly as possible and filled her glass.

"Willow?" She turned so quickly she almost dropped the glass, but recovered and set it on the counter and turned off the faucet.

"I'm sorry, did I wake you?" He shook his head and stepped closer to her, seeking out her face in the near darkness.

"No. Are you alright? I thought I heard noises." Willow blushed, her face already warm from her climax minutes ago.

"Nope, no noises. Nothing." He squinted to look at her face, now illuminated in the light from the street lamps outside the window as she moved back against the counter.

Giles looked from the glass to her rosy face and brought his hand to her cheek. "My goodness, I knew you were dehydrated. Are you sick as well? You're burning up." His concern was evident as he moved closer, dropping his hand from her face. They both froze as his hand fell, brushing past her bare thigh, Willow having forgotten that she had taken off the pants. His movements had surprised her, though, and she let the quietest of moans escape her mouth.

Giles swallowed harshly, his Adam's apple pressing against his skin, as he leaned forward. They both held their breath as Giles's hand returned to her leg, slowly stroking the soft flesh. Willow exhaled first, her eyes closing, skin sensitized, as she licked her lips. "Giles…"

His other hand brushed her hip and her eyes closed, his thumb reaching toward her flat stomach. Giles's hand slowly slid up her bare leg under the t-shirt to the band of lace on her hip. The slow ascent of his hand was the last languorous movement, as he quickly gripped her hips and lifted her onto the counter behind her back. Stepping between her legs he ran his hands down her hips to her legs, then both of them under the t-shirt to her hips.

Willow bit her lip and breathed harshly, leaning her head back against the cabinet. Giles took the opportunity to bury his head in her neck, resting his mouth against her collarbone as his right hand slipped between her legs to the heat of her core. Feeling the dampness, he gently nipped at the flesh under his lips, and opened his eyes.

He spoke as he tongued the hollows of her neck, and she caught, "…bare flesh…my bed, oh God." Willow ran her fingers through the mussed hair as she had been craving all day and gently pulled.

"It smelled like you," she explained as she ran one of her hands down to his shoulder. He nuzzled up her neck until he reached her chin, where he pressed a sloppy kiss, before landing on her lips. Giles pulled Willow closer as her tongue swiped his, her teeth nipping at his lip to hold it steady before it received the same treatment as his tongue.

Willow felt him pressing into her as their mouths slid against each other, noticing for the first time the hardness of his whole being. She had often imagined him as soft, cuddly. He was anything but as he gripped the back of her knees and pulled her forward, her legs immediately wrapping around him. Her hand cupped the back of his neck as her lips trailed to his ear, and she felt more hardness, this time pressing against the damp material.

He ran his hands down her back and onto her ass, lifting her off the counter. "Oh Goddess, Giles!" was gasped into his ear as he stopped them against the hall wall on the way to his bedroom.

"Willow," he murmured as he pressed her against the wall, taking the chance to run his hand over her cheek, pushing her hair back. His thumb rested by the side of her mouth and this time she turned her head, purposefully letting her mouth fall against his digit. Making eye contact with him, she let her tongue dash out to pull his skin toward her mouth, where she engulfed it, causing him to moan.

"Are, Willow, do you want—" Willow cut him off by sliding down his body to rest her feet on the floor, and pulling his head down to meet hers again.

"I want you," she murmured against his lips as she moved backwards toward his bed. She pulled back to remove the oversized shirt, then moved her hands to the drawstring of his pants. As she concentrated, Giles's hand returned to her face, where he moved her hair back from her face. He smiled down at her as she freed the knot, the pants falling to the floor.

Giles cupped her hip, stroking the band of her panties as she reached for his shirt. Once it was off, she ran her hands over his hard chest, running her fingers through the light hair there. He moved his hands on top of hers as he kissed her neck, grabbing her hands and pulling them to her sides. "I need to see you," he rumbled against her soft skin, and then he pulled back to look at her.

After a moment Willow began to feel self-conscious, and then Giles walked her backward to the bed, her knees hitting and she fell down to the mattress. "Scoot back," he instructed, kneeling between her legs as she reached the headboard. Running his hand over her pink stomach, he lazily smiled. "God, you are beautiful, Willow." She blushed, her flesh boiling in embarrassment and lust.

"You're not so bad yourself, Giles," she smiled, reaching for the band on his boxers, brushing her hand over the bulge as she did so. She pulled down on the material as he pulled the straps of her bra over her shoulders. She leaned forward to stroke his cock as she pushed his boxers down, and he took the opportunity to unhook her bra. Throwing it to the side, Giles buried his head in her chest, slowly taking a nipple in his mouth as Willow stroked him.

He awkwardly threw his boxers to the floor as he leaned Willow back down, now reaching for her panties. Brushing his fingers over the front of her lacey green panties, he let out a shuddering breath as she tightened her grip pleasantly on his cock. "God, you're so wet, honey."

The term of endearment startled them both, and Willow bucked into his hand as he used his other to stop her hand's movements. "Giles, I…I'm ready."

Giles looked into her eyes as he pulled the wet panties down her legs, before tossing them next to his boxers on the ground. He stroked her hair from her face, and ran his other hand to her sex, feeling the evidence of his effect, before leaning on his arm above her. Kissing her gently, he asked, "Have you ever—" Willow shook her head, effectively cutting him off. His question brought in too many thoughts, like Oz, and right now all she wanted to think about was how badly she needed Giles.

"No, but I'm on the pill." Her answer took care of all pressing concerns, and she felt Giles press at her core.

"Are—" Knowing where this was going, Willow moved her hands to Giles's shoulders, and moved her hips up, until Giles met her barrier. Taking the hint, Giles kissed her nose. "This will hurt, honey." The repeated use of the pet name didn't escape Willow, and she smiled. He pressed his lips to hers as he thrust forward, capturing her wince in his mouth.

Giles waited for a moment before Willow was adjusted, and with a press of her hips forward, he started to thrust slowly. After a minute of Willow squirming beneath him, she pressed her lips roughly against his chest and mumbled, "Faster, Giles. I need…more," as she shifted her hips up.

Giles heeded her order, reaching down to her thigh to bring it up higher, and lightly nipping at her breast. He sped up his movements as he moved more quickly, intermittently kissing her lips, neck, breasts.

As Giles's movements became more frantic, Willow tensed up. "God, Giles, I'm so close, I just, need…"

His hand dipped between them, rubbing against her sensitive nerves. As the pressure and his lips against her throat became too much she came, her body tensing, walls fluttering and a choked scream ripped from her throat. Giles came immediately after, his teeth nipping at her collarbone and his hand pressing into her hip.

He collapsed next to her, breathing heavily before looking over at Willow. She turned her head to him, smiling, and scooting over into his open arm. Giles lazily stroked her arm, and pressed a kiss to her forehead. "Where did that come from?" She asked.

"I could ask the same of you," he said, as if carefully choosing his words.

Willow looked up at him. "I've had a crush on you for a long time. Tonight was just…"

"Different." Willow looked worried.

"You don't regret this," she gestured at them, "do you?"

Giles ran his fingers through her hair and over her hip. "Absolutely not." After a moment of hesitation he asked, "Do you?"

Willow smiled and hugged him tighter, shaking her head against him. "No. I…I've wanted this with you since I became a slayerette. I never imagined…"

Giles was quiet for a moment before explaining. "I've been attracted to you for a lot longer than is appropriate. Tonight was just…"

"Different. I get it."

They continued to lay together in comfortable silence until Willow felt herself drifting off. Giving Giles's arm around her waist a squeeze, she let the thundering thoughts of Oz, school, Scoobies and responsibility lower to a dull throb. Instead, a soft image of Adelie penguins side-by-side came to the forefront of her mind.


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