Summary: Based on the rumor that Giles was going to have a mid-life crises,
and that it was going to freak Willow out. ;)
Spoilers: Well, it was started before Where The Wild Things Are, and finished
right after, so sort of through that episode.
Disclaimer: The brilliant and insane Joss made the characters. I like to
freak them out.
Rating: PG13
Author's Note: This is for me and for all of the other W/G deprived fans
that have been longing for fic lately. <hint, hint> Though I'm sure that if
some *other* W/G writer would write some W/G again, then people would stop
requesting it all the time. ;)

* * * * * * *

"Happy birthday!"

Giles stumbled back, a bit startled as he heard them all shout. He looked
around and a fond smile lifted his face. He'd thought they'd forgotten. And
as much as he would have liked to pretend that he had *hoped* they'd
forgotten, he knew he couldn't when he glanced in the mirror and saw his
smile reflected there.

"I thought we had agreed that surprise parties weren't the best idea," he
halfheartedly admonished as he was dragged to the couch by the Slayer.

Buffy sat him down and grinned, thrusting a few gifts into his lap. He
looked around at all of them; Buffy, Willow, Xander, Anya, Cordelia (she must
have driven in that afternoon), and even Spike was there, though the vampire
didn't look too pleased about it. Giles's heart seemed to melt as he looked
around; his children, getting together, to throw him a party.

"Open them!" Willow finally encouraged.

Xander and Anya took their seats, and Cordelia followed suit. Willow and
Buffy sat down on the coffee table, and Spike remained standing, gulping
blood out of the 'Kiss The Librarian' mug he had stolen from Giles.

After a moment of hesitation, Giles glanced down. He read the card quickly,
seeing that the gift was from Xander and Anya, and then expertly tore off the
newspaper wrapping that surrounded the small box. He lifted the lid and,
when he saw what was inside, his eyes widened. "The Scriptures of
Sahothren," he said in a reverent voice. "How could you have...?"

"I remembered that I had acquired it in my..." She took a sidelong glance at
Xander, who bristled slightly. "In my past, and remembered that you
mentioned having looked everywhere for it."

"She placed some calls, and I had it flown in," Xander added with a grin.
"Now come on, you love us best, right?"

Giles laughed and replaced the book carefully back in the box, setting it
aside for later, when he would be able to devour every word. "Well, I'm not
annoyed with you at this moment," he chuckled good-naturedly, "And am very
pleased in fact, which is a vast improvement from the usual. Thank you both."

"We did something good, huh?" Anya whispered to Xander. Xander nodded warmly
from her, and squeezed her a little bit closer.

The next present was in a shimmery blue wrapping paper, and Giles took it off
more gently than he had the last, after reading that it was from Cordelia,
Wesley and Angel. Again, his eyes widened in pleasure as his lifted it out
to show the others. When they greeted him with baffled looks, he explained,
"It's an Erudition Crystal. It's believed that in times of crises, having
one of these near will help you learn how to defeat the oncoming danger,
though I thought that all of them had been destroyed. It could be very
useful." He raised his eyebrows at Cordelia. "Are you sure that you three
won't be needing this in LA?"

"We killed a demon that had stolen the last two of these things from its
master," she shrugged, hiding a smile at the astonishment on Giles's face.
"We have one. But considering that you're on top of the Hellmouth and all,
we figured that it'd be best to give you the bigger rock."

"Anyhow, thank you," Giles breathed. "Please thank Wesley and Angel for me
as well."

His lap was empty of gifts for a moment, and then Willow placed more in front
of him. "The one with the silver box is from Buffy, and the one in the green
and gold wrapping is from me," she directed.

Giles nodded and slowly lifted the large, thin silver box, and pulled the lid
off. He blinked back tears as he lifted the heavy silver frame to show the
others.

It was a picture of the five of them. Himself, Willow, Buffy, Xander and
Cordelia, taken in the beginning of the their junior year of high school.
Angel had taken the picture, and Giles was a little ashamed at how relieved
he was that the vampire was behind the camera, and not in front of it.
Still, it was a lovely sentiment. They had sat on the steps of the now
destroyed library. Buffy and Willow flanked each of his sides, their arms
through his, and Xander and Cordelia were sitting higher on the steps. All
of them were smiling.

There had been a lot to smile about then.

He remained silent for a long time, looking down at the picture. His throat
itched a little, and his breath trembled. Buffy looked at him in concern.
"Giles? Did I do something wrong? Do you hate it?"

Giles slowly shook his head no, and then leaned over to kiss the top of her
head. "It's lovely, Buffy. Perfect." His voice was a bit rough. "Thank
you."

She smiled bashfully, and then gestured to the present in his lap. "Well,
there's one more."

"I'm not sure if I want him to open it now," Willow grinned, "After the great
reaction that your gift got. I'm not sure I can live up."

"Nothing was necessary," Giles assured her with a smile, regaining his
bearings, "So I'm sure I'll love whatever you did get."

Swiftly, he pulled the glittery green-and-gold wrapping paper off the small
white box, and for a moment his hands trembled. For some reason, he felt
nervous, as though something vitally important was about to happen. Finally,
when he stopped shaking, he pulled off the lid and fell completely silent.

It was an antique gold pocket watch. The chain sparkled brightly as he
lifted it up to inspect it further. Small swirls edged it, and in the middle
were the initials R.G.

His father's watch.

"Willow," he whispered. "How in the world... This can't be possible..."

"Oh, it is," she said cheerfully, her eyes drinking in the pleasure on his
face. "I did a little spell. I remembered that you told me that it was lost
right before your father died, how it was supposed to be yours. So Anya
taught me, and helped me, to do a little spell to bring it forth from where
it was lost. Incidentally, it fell between the slats in the floorboards of
some old house."

"The family cabin," Giles said, still gazing at the watch. "We spent our
summers there. Willow, I can't..." He paused, swallowing hard. "I can't
thank you enough for this. It's priceless to me."

She lowered her head, her cheeks stained with red. "I'm glad you like it."

"Nothing in this world could mean more to me," he said, his voice hushed.
After a moment, he tore his eyes away from the watch and lifted his eyes to
the children, who were staring at him with smiles. "Except for, of course,
you all."

They glanced down, overwhelmed with the emotion that was radiating off of the
man who was usually so collected. Giles shook his head and leaned over,
kissing Willow on the cheek. The corner of his mouth kissed the corner of
hers, and he pulled back quickly, a little shocked at the small spark of
electricity that passed between them. Willow stared at him, happiness in her
eyes.

"Oh, all right," Spike said, in a disgusted tone. "Enough of this
lovey-dovey crap. Can we get on to the eating of the cake? I like cake."

Giles swallowed, the mist from his eyes clearing up, and glanced sideways at
Buffy. "I was wondering, not that this party isn't lovely... But why did you
invite him?"

She glared at Spike, embarrassed. "I didn't. He showed up, and I wanted to
kick his ass out, but he reminded me that a fight would mess up the
decorations. So I let him stay. Sorry, Giles."

"What should you be sorry for? I'm the only English bloke here, save the
sniveling Watcherman. Not to mention that I'm fairly close to his age,
seeing as how he'll be fifty in a few years. He should be pleased I'm
around, he can relate to me," Spike sniffed indignantly.

Buffy smirked, annoyed. "All right. If you two relate to each other so
well, what did you get him for his birthday? You must know exactly what he
wanted," she pointed out.

Spike's eyes narrowed for a moment, and then he smiled. He handed his
half-empty mug of blood to Giles. "Happy birthday, mate."

Giles grimaced at the mug, and set it aside. "Thank you, Spike, for the
mug... That you stole from me."

Spike scowled as the rest of the group snickered.

Giles stood up. "Now. Did I hear someone mention cake?"
* * * * * * * *

Willow was the last one to leave. Giles got her coat and slid it on her,
surprising himself by ducking his head to inhale the scent of her hair. She
turned around, and glanced up into his eyes, almost touching him. "Did you
really like the party, Giles?" she asked softly.

"Yes," he assured her. "I most certainly did. Thank you."

"It was no problem, not for you," she confessed shyly. "We would do anything
for you. I mean, you know how much I... How much we... You know how
much...."

He could feel her breath on his neck and chin. "I know."

Willow's eyes stayed on his for a moment longer, and the electricity tingled
in the air. She looked as though she wanted to say something, but then
dropped her eyes from his gaze and closed her mouth, stepping away from him.

"Goodnight, Giles," she murmured. "Happy birthday."

"Goodnight, Willow."

She shut the door after her, and Giles went back over to the couch, falling
on it in exhaustion. He bit his lip, thinking over the night and how much
the children must care about him. A smile wandered over his face as he
thought about what Spike had said. To think that he would have anything in
common with someone like...

Fifty?

He was going to be fifty?

Giles sat up, counting forward in his mind. Yes, in a few short years, he
would be fifty years old. How was that possible?

It couldn't be.
* * * * * *
Willow twiddled her thumbs, and Buffy glanced down in amusement. "Wow."

"What?"

Buffy grinned. "I've never seen anyone actually *do* that... Unless it was
part of a joke. Are you okay?"

"What?" Willow looked down, and then managed a weak smile. "Yup, fine.
But, Buffy, do you really think that he liked the gift?"

"Oh, come on, Will." Buffy shook her head. "He was blown away by it. Did
you see the look on his face? It was like he was going to burst into tears,
or laugh his ass off. Either way, it was *not* a look that an English guy
gives under normal circumstances, you know? You should just tell him."

"Tell me what?" Giles poked his head in the door, and both girls looked up
in surprise. He stepped in with a grin. "I'm sorry, I can only assume that
you were talking about me, as I don't know any other people from England that
you might be associating with. Other than Spike, of course, and I can only
hope that you weren't talking about him."

The girls gaped at him, and he shrugged a little uneasily under their gazes.

"What is it?" he finally demanded.

Buffy was the first to regain her tongue, and she shook her head in
amazement. "Why are you dressed like that?"

"Like what?" He looked down at his clothes; a black T-shirt over tight black
jeans, then looked back up, indignation sparking in his eyes. "I'll have you
know that this is perfectly suitable attire. And I've worn jeans on many
occasions! I don't understand what this shock is from."

"You've never... I mean, you're sexy," Willow blurted, then clapped her hand
over her mouth. "Not that you weren't sexy before, but... Because you were.
Just a different kind of... Buffy?"

Buffy hid a laugh. "Yeah?"

"Help me get my foot out of my mouth before I talk again, okay?" Her face
flamed red.

Giles smiled again, slowly, his eyes tracking up and down her body. "I don't
know. I rather liked your foot where it was before," he murmured, still
staring at her.

Both of the girls mouths fell open.

"You did?" Buffy squeaked.

Willow's voice was even higher. "You did?" She cleared her throat, her
voice reverting to normal. "You did? Why did you did? I mean, why did you?
Like my foot?"

Giles chuckled, deeply in his throat. He glanced at Buffy. "Would you mind
it if I talked to Willow in private?"

Buffy gazed at him, wide-eyed, for a moment, and then grabbed her books.
"Uh, sure! Yep. I'm going now. I'll see you later, Willow. I'll see you
later... Mr. Strange Guy." She glanced apologetically at Willow. "I was too
surprised to think up anything."

With that, she was gone, and Willow was left alone with a very different
Giles. The Watcher slowly approached her, and she scooted over on her bed to
make room for him. He sank down onto the mattress and looked her over again,
appreciatively. "Willow, that spell you did was dangerous, wasn't it?"

"Huh?" She tried to look innocent. "No, not really."

"Willow," he warned.

"Well, it was just a spell," she defended. "It wasn't like I was *conjuring*
something, making something out of nothing... I was just bringing something
forth that had been lost. That's all."

Giles nodded slowly and reached out, holding her chin gently in his hand.
"And why did you do it?"

Her gaze locked on his, and she melted under his soft green eyes, those eyes
that she knew by heart and that were staring at her so intently. "Because
you're worth it," she whispered, trembling.

"Am I?" he questioned with a feral grin. "I can honestly say that you have
no idea what I'm capable of, Willow."

"What are you capable of?" she breathed.

His voice was like a hot wave of seduction flowing through her, igniting a
hot wave in her belly. "So many things. Would you really like to know?"

"I... I..." She swallowed, then pulled her face away from his firm grip.
"I have to get to class."

She picked up her books in a hurry, scrambling out of the room, praying that
he hadn't seen how flustered he had made her. Praying that he hadn't noticed
what effect his hand, and voice, and eyes, had on her body. And praying that
Giles was okay.

Because whoever was in her room right now, wasn't him.
* * * * * * *

"I'm serious, Xander," Willow insisted, fairly shouting into the phone.
"There's something wrong with him!"

Xander laughed again. "What, just because you think he was flirting with
you?"

"I don't think he was flirting with me," she replied, stiffening. "I think
he was hitting on me. And yes, Normal Giles doesn't do stuff like that.
He's... Soft, and kind of frumpy, and..." Her voice grew softer, "And gentle,
and brilliant. Not a walking hormone in really tight jeans!"

"Oh, like you minded the really tight jeans," he grinned. For a moment he
paused. "Though no doubt I would, because just the mental image of it is
giving me a general feeling of weirdness. So what exactly do you think is
his problem?"

"I don't know," she said wearily, falling backwards onto her pillows. "Maybe
he's possessed or something. It's happened before, right?"

"Not to Giles."

"Funny," Willow smirked. "You're very funny. And to top it off, I don't
have any idea where Buffy is right now, so she can't help me with it."

"You could go to Giles." Xander chuckled. "He's the answer man."

"Again with the funny." She sighed. "I wish I could, this is really
freaking me out."

Xander was silent for a moment, and when he spoke again, his voice was devoid
of amusement. "Willow... Exactly *why* is this freaking you out? I mean,
it's obvious that you have feelings for him... Feelings very very different
from Buffy's and my feelings. So what's the problem?"

"How is that obvious?" she asked, closing her eyes. "I mean, who says...."

"Willow," he interrupted calmly, "Deny it to yourself if you want, but don't
bother denying it to me. Me of all people, who's known you since you were
three. Come on. Level with me."

She sighed heavily. "I don't like thinking about it, Xander," she admitted
softly. "It makes things complicated. I like them simple... Or as simple as
they can ever be in Sunnydale. What's the point in confusing things, or
making him feel awkward around me just because I have all these feelings? It
wouldn't do any good."

"But, Willow... Have you ever thought that maybe his feelings were the same?"
he asked gently.

That gave her pause. "No, I haven't," she finally replied honestly. "I've
wondered what would *happen* if they were, but never thought that maybe...
This is off-topic, Xander. We have to find a way to cure him, to get him
back the way he was!"

"I rather like the way I am," Giles said smugly, standing in her doorway.

"Damn it," she muttered. "I've *got* to start locking that door! Xand, I've
got to go."

"Tell me what happens!" he managed to get in before she hung up on him.

Willow turned to Giles expectantly. "What's wrong with you?"

"Why should there be something wrong with me?" he grinned. "Because I'm
finally relaxed and enjoying myself? Because I'm in clothes that fit me
well? Because... Tell me why, Willow."

"Because... Because you're not you!" she stuttered out, stepped backwards as
he continued to approach her. "Giles doesn't have an earring! *Giles* wears
his glasses, and sometimes takes five minutes to finish a sentence. And your
accent is all different, too!"

"Everyone changes," he said slowly, still advancing on her. "I'd hoped you'd
like the ones I was making in myself."

She backed into the wall, and he kept coming. When he reached her, his hand
swept out and caught her neck, his fingers gentle but his grip firm. His
thumb rubbed a light circle around her collarbone, and Willow's legs went
weak. She tried to keep her gaze from his, but he jerked her chin a little,
to force her to look into his eyes.

"What do you want?" she whispered.

His smile was dangerous. "What do you think?"

Swiftly, their mouths connected. It was brutal and painful, filled with an
angry passion. Giles's tongue delved into the hot recesses of Willow's
mouth, and she lapped at it eagerly, winding her arms around his neck,
pulling him closer. He lifted her up, his hand kneading her buttocks, and
spun her around as she wound her legs around his hips. He groaned, his mouth
hungry, his unshaven face burning her delicate skin as he reached down to
shower her neck with hard kisses.

Willow gasped as they fell onto the bed, and Giles began moving his hips
slowly, in rhythm, with hers. His kisses became harder, his fingers less
gentle. Willow kissed him back, with a frustration and ardor of years
denied. Her hands slid down his chest, her fingernails scraping at him
lightly.

~Giles~ floated dreamily through her mind. His fingers gripped her tighter,
and she winced with discomfort.

Reality came slamming back to Willow, and she shoved him off of her. Giles
landed on the floor in a confused heap. "What?"

"I don't want this!" she yelled, her eyes brimming with tears. "I don't want
the painful kisses, no matter how much I've wanted them before."

His voice was bored, placating. "Willow..."

"NO! Don't 'Willow' me! I don't want this! You're not him, you're not
Giles. Get the hell out of my room!" She pointed angrily at the door.

"You don't know what you're doing, little girl," he said dangerously, his
voice low.

She stood up straight, her expression. "Would a little girl have kissed you
back like I did? Would a little girl have wanted to have sex with you,
wanted you to kiss her all over, wanted that feeling, that euphoria of being
in your arms? No, but I did." Her mouth was a tight line. "And I didn't.
I didn't want you, whoever you are. I didn't. Now, if you're not leaving, I
am."

His eyes softened a little. "Willow..."

She grabbed her jacket and went to the door, one of the tears spilling out of
her eyes. She glanced back at him. "And I don't ever want to see you,
whoever you are, again," she hissed, before slamming the door.

Giles watched her leave, then stood up wearily. He shrugged a little
uncomfortably in his pants-- they *were* perhaps a bit too tight-- and then
sat down on Buffy's bed. He shook his head in remorse.

"Giles?" Buffy looked at him in confusion, closing the door behind her as
she walked in. "What's going on?"

"What do you mean?" he asked tiredly.

"I mean, I passed Willow in the hall and she was crying and pissed and she
told me that if you were still up here, I should kick your ass," Buffy
explained uneasily. "Should I kick your ass?"

"Yes," he answered dully, staring at Willow's bed. The comforter was now
rumpled, where he and Willow had been lying only moments before. He could
still smell her scent on his skin, still feel her kisses. "I'm afraid you're
looking at a fool."

"Oh, Giles..." Buffy sat down heavily on Willow's mattress, looking at him
seriously. "Is this having anything to do with what I'm thinking it might
have something to do with?"

"Most likely," he confessed with a small, ashamed smile.

"Why have you been acting like this?" Buffy's heart hurt for Willow, and for
the man in front of her.

Giles glanced up, then back down. "It's an idiotic thing, I know. I never
thought that I would be one of those men who had this feeling when they
reached a certain age. I've always been comfortable with aging. It's made
some things difficult," he nodded to the door, indicating Willow, "As you've
probably guessed, but I was fine until... I hate Spike."

"Ahhh." Buffy's eyes glimmered with understanding. She tried not to smile.
"I see. This is about the fifty remark?"

"I suppose."

"What do you plan to do?"

Giles looked up again, then shook his head. A faint smile crossed his face.
"Hide."
* * * * *
Willow rolled over in her bed, ignoring Buffy. Buffy sighed impatiently, and
tapped her best friend's shoulder a little harder than she intended. Willow
whimpered pathetically. "Why are you beating me up?"

Buffy smirked. "I'm not! I just want you to listen to me!"

"Well, if it's about him, I'm not going to," Willow responded resolutely. "I
can barely think about him without feeling like my brain is going to explode,
let alone talk about him. I need to get to sleep."

"Okay-ee," Buffy sing-songed. She tapped Willow again, softer this time, in
the same place. Over and over. "Except that I'm going to keep doing this
until you listen."

After a few minutes, Willow sat up, rolling her eyes. "Fine! What do you
want to talk about? He obviously told you what happened; do you want me to
'deal' with my feelings?"

"He didn't tell me anything about what happened, Will," Buffy admitted
softly. "I just sort of came to my conclusions. And he's really going
insane over this. I mean, he feels so bad... You don't even know why he was
acting like that! You don't know what was going on through his mind. Geez,
it's like you don't even care anymore."

"I don't care?" Willow looked at her in disbelief. "Just because I'm having
a little trouble with this means that I don't care? Because I don't want to
talk about it? Well, then I guess that means that after Angel was sent to
Hell, *you* didn't care a smidge."

Buffy flinched. "That's not what I meant," she mumbled. "And that was a low
blow."

Willow stared for a moment, and then blinked slowly, her expression softening
in remorse. "I know. I'm sorry. I don't even know why I said it. It's
just... You and Xander were right, sort of. Maybe that freaked me out a
little bit. But you guys were wrong, too. I.... I don't even know how to
explain it."

"That's okay." Buffy patted her hand. "I'm sorry I pushed you so hard. I
just wish you'd talk to him, make things better. Isn't this sort of what you
were afraid of? This... division of the group?"

"Yeah," Willow confessed softly. Her lip trembled, and then she sucked it
in, chewing on it, for a moment. "But, what am I supposed to do?"

"Get it out of the way," Buffy suggested. "Just talk to him, and have it
out, so that we can all get on with our lives."

"You think?" Willow's voice was small, uncertain.

Buffy flashed a small smile. "I hope," she corrected quietly.
* * * * * * *

Giles padded downstairs, tightening his robe. He slipped his glasses on and
glanced at the clock. It was seven in the morning. He speeded up, knowing
that something must be wrong if one of the children were coming by so early,
and opened the door with a swish.

Willow shifted from foot to foot under his surprised gaze.

Finally he shook his head, clearing it, and ushered her inside. "Willow!
What are you... What's... Is something wrong? Something I can help you
with?"

She avoided his eyes, keeping hers steadily on her feet. "Yeah, sort of.
...Last night, Buffy told me that I should talk to you. I didn't get much
sleep. I'm sorry if it's too early for you."

"It's not," he said quickly, leading her over to the couch. "Would you like
some tea? Or, or coffee?"

"No thanks. I can't stay long." Her fingers picked nervously at a loose
thread on her skirt. "I just wanted to say... Well, there's a bunch of stuff
I wanted to say. Wanted to ask. Because I'm really sort of confused still
about... Well..."

"What did you want to ask me?" he posed gently, a small smile gracing his
face.

"What the hell were you doing?!" Willow suddenly shouted, standing up. She
began pacing. "I mean, one minute we were... And then there was the singing
at the... And then there was too much kissing. I didn't want that, Giles!
Not like that! I didn't want those kisses. Don't save them for me!"

Giles stood as well, placing a hand on her arm to calm her. She jerked away,
stepping back to glare at him, and he sighed. "Willow... I don't even know
how to explain it. I suppose that in some ways, I should be grateful, as I
didn't end up with a ridiculously expensive car that would have taken me the
rest of my life to pay off... But because of what happened with you, I can't
even be happy about that. I was a fool. And it was wrong of me. I realize
that this is all my fault, and I take all of the blame for it."

She softened slightly, her expression relenting, and sat back down on the
couch. "Explain what you mean by that."

"Spike mentioned that I was to be fifty soon," Giles said wearily, closing
his eyes in embarrassment. "I suppose that it was my own little mid-life
crises. I found myself searching for clothing that I haven't worn in ten or
fifteen years. Looking for anything that would recapture my youth. And then
I saw the watch that you gave me for my birthday, and my mind flashed to you.
Willow, you're so young and passionate, it brings out the passion in me. It
makes me realize that I'm not just an old man, that perhaps there's something
young left inside of me, something that someone would want."

"Giles..."

"I'm am sorry," he apologized quietly, folding his hands together. "I never
meant to put you in such an awkward situation. I know that it'll be hard to
move past this, but if it's possible, you have my word that I'll never do
anything like that again."

"Giles..."

He looked down. "And I want you to be comfortable. I've thought about this,
and the conclusion that I came to is that I'll meet with Buffy and with Buffy
alone. If she feels it necessary, she'll inform you and Xander about what is
happening. This way, our paths will cross less and you won't be..."

"Giles!"

He glanced up. "What?"

Her silky red hair brushed his cheek as she leaned forward and kissed him.
It was as soft as breath, but firm and certain. Slowly, she deepened it, her
tongue caressing his, tasting of him. Giles slowly submitted himself to the
kiss in surprise, and then regained his senses, and lifted his hands to her
face, holding it tenderly, his fingers winding through her hair as the kiss
went on and on. The only sounds were the soft whispers of their mingled
breath, and the low thuds of their hearts beating in harmony. Willow
whimpered as Giles took control of the kiss, pressing her closer to him, her
body fitting his intimately, like two pieces of the same puzzle.

He slowly pushed her back against the couch until they were laying down,
wrapped around each other. Willow's arms clung to him desperately, and his
mouth found her eyelids, her ears, her jaw, the hollow of her throat.
Tenderly, not ignoring an inch of her bared skin, he kissed her. He sucked
her fingertips into his mouth, his eyes meeting hers. Amazement filled her
gaze, and Giles watched her intently for a moment, the taste of her satin
skin still lingering on his tongue, and then pulled away with a sigh.

Giles tried to catch his breath. "Willow..."

"Giles," she responded softly with a smile, her hands reached up to brush
some of his hair back. Giles leaned away from her touch, too rattled by it
to concentrate, and then turned to look at her contemplatively.

"Willow," he repeated slowly, his confused heart showing through in his eyes,
"I don't mean to... But... I'm not really sure what to say right now."

"Did you want that?" she asked after the beat of silence that filled the
room. Her voice was small, hurt. "Was I... Was that wrong?"

"It was lovely," he breathed, catching her eyes again. "But I don't
understand."

Willow sighed with relief at his assurance, and then nodded resolutely. "I
don't even know if I understand it. Buffy and Xander have been telling me...
Well, I wanted to see for myself. When you came into my room last week, it
was almost everything that I had lied to myself about not dreaming about...
If that makes any sense. I wanted you for so long, without even realizing it
half of the time, that it was scary when you wanted me back. But then... It
wasn't you. You weren't the man that I wanted anymore," she explained with
difficulty. "You were completely different and that scared me too. Your
kisses frightened me, and hurt me, and I didn't know how to respond to them.
I didn't know if it was worth it to be with you as him, just because I wanted
you."

Giles leaned back and exhaled heavily, rubbing his eyes. "Willow," he
finally said wearily, "I'm not sure what to say. This is... I've wanted this
longer than it's been decent to. Longer than it's been acceptable. And I
tried to look at you as less than what you are, tried to tell myself so many
things, but now... Now the only thing that I can think of to say is that I'm
so much older than you. Spike was right about that part, at least. The age
difference doesn't stop with age. There's the matter of experience,
maturity...."

"You don't think I'm mature?" she asked, amused bewilderment in her tone.

He glanced at her, and shook his head. "It's not that. But the fact is,
I've lived a lot longer than you. I've done things that would most likely
frighten you. Some things that would... Well, make you blush. And now..."

Her voice was silky, her hand ran up his thigh. "And why's that a bad thing?
Blushing is good in some cases, isn't it, Giles? Because the body is hot,
or you're experiencing things you've never thought you would, or..."

"Willow?" He looked at her with genuine confusion, and she laughed a little.

"What, you're allowed to hit on me, but I'm not allowed to hit on you?" She
winked. "It's called turning the tables. And so far, I'm liking it."

"Willow..."

"And also so far, I'm not seeing the bad in anything you're saying."
Willow's voice became softer, more serious. "Do you not want this? Because
as much as I do, I can walk away right now. If it means staying your friend,
I'll do it. I don't want to, but I will if you ask."

"Willow." Giles sucked in a deep breath, and met her eyes. His fingers
slipped through hers, lacing their hands together tightly. "I don't want you
to go."

Willow let out a soft, relieved sob and tumbled into his arms, pressing her
lips against his warm neck. "Good," she whispered. "Because I was bluffing.
I wouldn't have been able to leave."

Giles chuckled, low in his throat, and then placed his fingers under her
chin, tilting her head up. His mouth met hers slowly, teasingly. The kiss
was full of a tenderness that could never be expressed through words.
Giles's hands held her against him tightly, and she let her fingers paw
lightly at his face; the face she had memorized, the face she loved.

After a moment, he pulled away and looked at her; studied her intently.
Willow's mouth, pulsating red with blood and heat from his kisses curved up
gently, and she looked into his eyes.

"I'm in love with you, Giles," she confessed quietly.

He smiled back. "Thank God for magnificent favors," he murmured, pressing a
shorter kiss onto her lips. "I love you, too. And I'm sorry about..."

"Don't apologize anymore," she interrupted. "You don't need to. And, Giles,
when I told you that I didn't want those kisses?"

"Yes?"

Her eyes twinkled, and she snuggled more firmly into his arms. "Well, I
still don't. I've decided that these kind," she brushed her lips across his,
"Are much better."

The End


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