Summary: Xander stumbles across something far too strange for him to deal
with, even in Sunnydale. :)
Spoilers: Minor, through the fourth season.
Disclaimer: Joss made the characters, in his infinite wisdom.
Rating: R
Distribution: Just ask. I'm in the habit of saying yes.
Feedback: It's a perfect yum.
For Laura and Tracy.

* * * * * * * *

I've been witness to a lot of weird things since I've realized that I was
living in a town with a Hellmouth. But what I happened to stumble across a
few nights ago was, far and wide, the most strange.

I had gone to Giles's house to pick up Anya's jacket. She had left it there,
and had been refusing to kiss me unless I got it. I don't know, maybe it was
some sort of woman thing; she wanted to see how much power she wielded over
me. But if you knew Anya, you'd understand. So I played the dutiful
boyfriend and drove to Giles's apartment.

And, in my own defense, I knocked three times.

After I realized that he was probably gone, I took the key from under the
planter and let myself in. No way was I going to get into a fight with Anya
over this sort of thing... She told me what she did to her last boyfriend
and, I admit, it scared the hell out of me.

I spotted the jacket immediately, and hurried to pick it up. Then I turned
to leave, and had almost reached the door when I heard a noise coming from
the back of the apartment. Giles's voice. I stopped, listened, and heard it
again. My heart was thumping. Giles was groaning. God, he had gotten
knocked out again. At least he was alive.

It vaguely passed through my head that one of these days he was going to get
brain damage, but I pushed that thought away and hurried into the back. I
shoved the door to the guest room open, and stopped short at what I saw.

There, sitting on the bed, was Willow, stark-naked, straddling an
also-very-naked Giles. His head was propped up on three pillows; she was
facing me. She was bent over him, drenched in sweat, balancing herself with
her legs wide apart and her knees on the mattress. Willow's eyes were
closed. Her fingers clutched Giles's so tightly that her knuckles were white
from the tension. The only point of contact between Willow and Giles other
than that was where she enveloped his.... Oh, God. It was almost beautiful
to look at, and I was having trouble taking my eyes away.

Words flashed through my brain. Words that I never would have used to
describe anything, except in a scene like this.

There, in a slow undulation of power, delicacy and torturous pleasure, Willow
drew herself up and down, squeezing him with the movements from the center of
some brute, prehistoric animal inside of her. What I was watching wasn't
just sex; it was lust incarnate.

I had lost my virginity shortly before Willow had, and had been having
regular sex for the past few months... And it was great. But I knew in a
second that I had never experienced the kind of pleasure that was plastered
all over her face.

Willow was working hard, closing in on her longed-for release. I was so
painfully hard, and at the same time so terrified of the feelings in me that
I stood paralyzed, barely breathing. My teeth chattered suddenly, and I shut
them with a quiet click. Willow heard the noise, and glanced up. Our eyes
locked, and she watched me watching her. I felt horrible spying, especially
on something that was nearly moving *me* to tears. But I was so drawn by
what I was seeing, that I couldn't turn away. What further amazed me was
that, knowing I was watching, Willow closed her eyes and continued to thrust
against Giles. Quickly, she lost herself in her climax, working Giles for
all her pleasure. Then she collapsed on top of him and he grunted a few more
times, lifting his hips, and then let out another moan.

I saw Willow move again, and darted out of there, making as little noise as I
dared.

I made sure to pick the jacket back up on the way out. No matter what I had
seen, if I didn't give it to Anya, she would kill me.
* * * * * * * *

"You're not listening!" I shouted. Anya flinched, then glared at me. This
wasn't a fight, not in the relationship way. But she wasn't listening.
Instead she was talking incessantly about how much she wanted me, and could
we talk about this tomorrow.

I pulled away from her, upset.

"Willow and GILES are having sex!"

Anya paused for a moment, then licked her lips. That little gesture would
have driven me crazy on a normal basis, but at the moment I barely saw it. I
was sort of in the Willow-and-Giles-are-having-sex zone.

I mean, yeah, it had passed through my head a couple of times that they might
be a little... perfect for each other, but she's my best friend! And he's...
So old. Not that his age makes him less sexy, I reasoned. Then I gulped,
shocked at my own thoughts.

Finally, Anya responded with a slow, "So. What?"

My eyes bugged out. I wasn't sure I had heard her right. "Are you kidding?
Willow. M... *Our* Willow is having sex with the Watcher. And you couldn't
care less?"

Her eyes narrowed, and I cringed under her gaze, trapped. "Maybe you care a
little *too* much, Xander. Maybe you're not over little Willow as much as I
thought you were, as much as I trusted you to be." Her mouth was tight.
"God, I was right when I was a demon. It *is* better to kill men than to
trust them."

She snatched up her jacket, still glaring at me, and stood to leave. When
she got to the door, though, she turned around and looked at me for a long
time, like she was thinking. Finally, she said, "Love hurts like hell,
Xander. I can tell you that right now. But I think you need to figure out
what you want before you'll figure that out for yourself." Then she smiled.
"And, eventually, you will. Let me know when you do."

I just stared at her; I couldn't think of anything to say to that. Maybe she
was waiting for a denial or something, but I thought it would be smarter for
me to just keep my mouth shut for once and let her go. So she sighed and
nodded and turned away, closing the door firmly behind her.

I exhaled. It felt like I hadn't breathed since I had seen what I did, like
oxygen had become this rare thing in the world. Or maybe I was
hyperventilating, and just not noticing it.

The scene passed through my mind again, and I laid back on my bed, closing my
eyes. I was angry, as angry as I ever had been before, but I couldn't help
enjoying the memory of what I had seen and that disgusted me.

It was GILES.

That bothered me, yeah.

Though I couldn't figure out why.

Maybe it was because I've always seen him as a dad, the kind of dad I would
have liked to have had. Maybe it was because he took care of us, and I sort
of saw what had happened as him taking advantage of poor Willow. Maybe it
was because she looked so damn *happy*, and I knew that...

That I would never be able to give her the same kind of pleasure.

I put my hand over my eyes and groaned.

It was going to be a bumpy night.
* * * * * * * * * *

Willow shrugged into her loose blouse and sent a smile over to Giles. He
grinned back at her, buttoning his shirt, and then leaned over to kiss her
lightly. She kissed him back, and then pulled away after a moment,
thoughtfully.

"Willow?" he prompted, concerned.

"I just... There's something I need to tell you, I think," she began softly,
her face beginning to flame red.

"What's that, Love?"

"I just don't want..." She trailed off, and then sucked in her breath,
gathering her courage. "Xander saw us tonight."

His smile began to fade, but didn't entirely. His voice was confused.
"Pardon?"

"He came in while we were... Twenty minutes ago, or so."

"And you didn't say anything until now?" He wasn't angry, merely baffled.

Willow smiled, suddenly amused by her actions. "We were right on the brink.
And he came in, stared for a minute, and then ran out of here like a rabbit
during hunting season." She giggled, then sobered. "I was sort of in the
middle of... Well, you."

Giles touched her hand. A small smile lifted his lips, sharing her
amusement, but his eyebrows were drawn in concern. "Do you think we should
go to him, explain? We agreed to keep this between us for... Well, we never
agreed on a period of time. But Xander might have the wrong impression of
what is happening."

Willow shook her head. "I think he had a pretty good impression before he
left." Her face turned red again. "He got an eyeful."

Giles's eyes darkened. "Of you?"

She nodded, blushing.

Giles shook off the jealousy and then nodded in return. "But he might be
thinking that... this..." He took her hand lacing his fingers tightly through
hers, "Is all that's between us."

"I'm sort of afraid to confront him," Willow confessed. "I know that's
weird, but he just saw me... And you... And we were... This is just what I
thought would happen!"

"What's that?"

"Awkwardness, I guess," she said softly, not meeting his eyes.

"Would you like me to talk to him?" Giles offered. "Or we could go together."

"No," she whispered, then straightened her spine, speaking more firmly. "No.
I need to do this. He deserves that. I've sort of been neglecting him,
lately. Not sharing anything with him. That sort of thing. Maybe I've been
caught up in..." She smiled, locking eyes with Giles.

He gave her another soft, slow kiss, then embraced her for a long moment,
pressing a kiss into her hair. Willow trembled against him, clutching at his
shirt, and then slowly moved away. She smiled again, and then turned to
gather her shoes. She knew she looked calmer than she felt.

The thought came to her suddenly, from out of nowhere, and Willow had to work
to not groan.

It was going to be a bumpy night.
* * * * * * * * * *

The knock came at about five to midnight, tentative at the back door. Xander
looked up wearily, rubbing the sleep out of his eyes, intuitively knowing who
was there. He got up from the bed quickly, not liking the idea of her
waiting outside after dark in Sunnydale and opened the door with a flourish.

Willow smiled shyly and walked in, past him. She sat down on the side of the
bed, her hands clutching each other nervously.

Xander stared at her a moment, shrugged, then closed the door and followed
her to the bed. He sat down casually, not saying anything, and watched her
as if confused.
* * * * * * * * * *

I'm not really sure how long we stayed quiet like that. Maybe she was
waiting for me to talk, maybe I was waiting for her to. It didn't really
matter. And the funny thing was that it was almost comfortable, which was
kind of confusing to me. I mean, how many times had we just sat together,
not saying anything, over the years of our friendship? And now, when
something *really* needed to be said, neither of us was opening our mouths.

It felt like time was moving really slowly, like the world had stopped,
waiting for one of us to say something. So I cleared my throat, thinking
that maybe that would start a conversation.

Thankfully, it did.

Otherwise, my brain might have exploded.

Along with other parts.

Willow turned to me and smiled, awkwardly. "It's not just sex," she
explained suddenly.

"Oh," I nodded, "That comforts me to no end."

She smirked, annoyed, and then stared at me for a minute. Her eyes on
mine... Without warning (as happens to me too often), I found myself with
another raging erection. I was straining against my pants, and I felt myself
turn red, so I casually reached over and grabbed a blanket to drape over
myself.

I wanted to scream.

Suddenly, I couldn't look at my best friend without picturing her on top of
Giles, naked, shining with sweat. Her gaze on mine as she climaxed.

No, I didn't want to scream. I wanted to die. Just dig myself a little hole
and crawl in it and never see anyone again until they dug me back up in fifty
years and shook their heads, clicking their tongues saying, "Oh, he must've
been having lots of dirty thoughts about his naked, sweating best friend."

Great, I've resorted to rambling about nothing in my mind.
* * * * * * * * * *

Willow's eyes widened as she noticed his too-casual blanket-covering. She
stifled a smile, fought back a blush, and cleared her throat. "So, as I was
saying, it's not just physical between us. Not at all. I... I love him,
Xander."

"Does he know that?" Xander arched his eyebrows, looking at her intently.

"Of course he knows!" She shifted on the bed. "And he loves me, too."

"So how long as this been going on?" he asked shrewdly.

"Since Christmas," Willow murmured, the room growing quieter. "After that
whole town-silence thing, and his... girlfriend," she stumbled over the word,
"Olivia left, I knew he would be alone for Christmas. And just 'cause I
don't celebrate it, I didn't want him to be alone... Buffy was going to be at
her mom's, and you were visiting your Uncle Rory for the first Christmas
in... ever, and so I just thought I'd keep him company. That's all."

"And you ended up getting laid?" Xander's eyes followed her hotly, and Willow
gave him a pursed smile.

"Not that night, no," she replied tightly, "That night, it was just a sweet
kiss under the mistletoe. He was lonely, I was lonely. We kept each other
company."

"Naked company."

"Xander!" Willow snapped, glaring at him. "You're not making this any
easier."

"Should I?" he demanded.

"Yes, you should! And while you're at it, you could explain why you watched
for so long before running out of there!" Willow spat.

Xander's eyes flashed. "Well, maybe you could explain why you kept going,
when you saw me watching! I never thought of you as an exhibitionist, Will."

"And I never thought of *you* as a Peeping Tom!" she shot back angrily. "I
don't even know why I thought that you deserved an explanation. You're just
being difficult. I'm leaving."

Still, she didn't move. Instead, she continued picking at his bedspread.
Xander stared at her for a long moment and then sighed, reaching over to take
her hand. "I'm sorry. I never *was* a Peeping Tom before tonight... I guess
that it just surprised me so much to see you like that, that I couldn't pull
my eyes away. And besides, you looked great."
* * * * * * * * *

God, I didn't just say that, did I? Oh please, oh please, oh please no.

She looked at me, sort of confused.

"I looked great?"

Damn it.
* * * * * * * * * *

"Just different..." he stammered, "Than I had ever seen... Hard to take my
eyes away... Because of the different... ness."

"Xander," Willow said gently, interrupting him, mid-babble. "It's okay. I
get it. That's sort of why I didn't... stop, I guess. It was different, you
looking at me like that. It surprised me. I hadn't seen that look in a long
while."

"Well, you're going to be seeing it a lot more often," he muttered. "Because
I can't stop thinking of you like that."

Willow touched his cheek. "You will sometime."

Xander looked away, stared at the wall for a moment. Without turning back to
her, he mumbled, "Were you ever going to tell me about it?"

Willow opened her mouth, but no sound came out. Then, after a moment, she
nodded. "I didn't know when, but... I knew you would react this way. I knew
everyone would. But I promise I was going to tell you. Soon. I couldn't
have kept it a secret much longer. And I don't want you to think that Giles
was making me keep it to myself. He wasn't. It was my decision." She
paused, looking at him shrewdly. "Is that what this is about? Me not
telling you?"

"Maybe," Xander admitted at length. "But, now... It's also about a bunch of
other things. Things that hurt inside for some reason."

Willow's eyebrows drew together in compassion. "Is there anything I can do?"
she whispered.

"Yeah." He nodded. "I need to be alone for a while... I don't know how
long. You could... leave. If that's okay."

Willow flinched, remembering something similar that Oz had said once, after
she had cheated on him. But she kept her mouth closed and lifted her head,
blinking back the tears in her eyes. She turned around and walked past him.
* * * * * * * * *

I saw her walking away, felt the tears in her eyes as vividly as if I were
the one trying not to cry. Which was also true. But something *was* hurting
me inside, like a dull ache that I had never really been able to get rid of
around her, only amplified. Did this mean I was in love with her? Did this
mean it was for real? Did it mean that there was no going back?

So I reached out and caught her arm, lifting myself so that I was on my knees
on the mattress, and held onto her as she spun around. Her tears had already
started to fall. The ache got more painful. It was like what I heard Buffy
describe recently. When Willow smiled, I smiled. When she was hurting, so
was I.

I didn't say anything, then. I just looked at her, and then pulled her close
to me. She sank down onto the bed and shivered against my chest as she
cried. I felt something ending, like happens with all new beginnings. And
so I cried too, with her, for her. And for me, us.

She held me like I was drowning and she was my rescuer. After all, she
always had been before. She had saved me from monsters, from fear, from
anger... From myself. She had saved me from all of the things that lived in
the dark of our hearts, saved me from memories and from too many tears.

So I wanted to, just this once, be the one to save her.

I would let her go.

I would accept this as what she wanted, no matter how strange or wrong or out
of place it felt to me, and let her have and enjoy it without trying to make
her feel guilty or place the blame on her heart. Her heart didn't deserve
the kind of pain I had dealt it over the years. The least I could do was...
Let her be happy without getting in the way of that.

Because, I loved her.

I'm not sure how I felt it. I'm not sure if it was a friendship kind of
love, a very *deep* friendship kind of love, or... much, much more. But it
was there. And there was enough of it for me to finally think about her
feelings above mine. I guess that's what Willow and I were all about, what
relationships like ours had to be made of if they were going to work out.

Finally her sobs became soft, and then stopped altogether. She sniffled a
little bit and then pulled away, looking at me with those huge, glittering
green eyes that I had known since I was too little to remember. "What does
this mean?"

"It means that I'm sorry," I whispered, slowly wiping away her tears. "Maybe
it hurts because I finally really know that things can never go back to the
way they were, or even stay the same as they were before I knew about this.
But, in any case... Whatever my reasons... I want you to be happy." I
managed a smile. "Because when you're happy, so am I."

Her lip trembled, but she nodded. I knew that she felt it too, the sadness
of the end of something precious hanging over us. Oh, we'd still be
friends... Probably even best friends, someday. But the innocence was gone
completely out of our relationship, and it hurt. And we'd never get it back,
get back the Willow and Xanderness. It would always be Willow and someone
else, or me and someone else, and we'd be introduced second.

I guess that's okay. As long as we're introduced.

She kissed me on the cheek for a long moment, her lips against my skin, and I
smoothed her hair back with my palm. Then she slipped out of my arms,
cleared her throat, and smiled at me for a split second before she turned and
left.

I was alone.

I thought about calling Anya right up, but then decided against it. I would
call her tomorrow when she'd cooled down, and explain that I had just been in
shock. Because, as weird as it was, I really was starting to love her. She
made me feel good about myself, but never let me off the hook for anything,
and that was a good thing. She was good for me.

So, maybe Giles could be good for Willow.

....I guess it could happen.

I mean, in Sunnydale, the strangest things are the ones most likely to work
out.

The End



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