"I thought, after your confession last week, that you would have at least asked."

She started and shut the book quickly. A soft, pink flush highlighted her cheeks. "Well…I thought that since you knew I'd looked…well, I figured that you'd have put them somewhere I couldn't get to them if you'd been really mad."

"Not mad, Willow." He walked into the office. Resting his elbow on the top of the file cabinet, he placed his chin against his hand. "Disappointed."

She looked down at her hands, trying to pretend the casual reprimand didn't hurt. "I don't want to disappoint you."

"So why are you here? Again?"

She set the book aside. "I'm not doing anything with what I read, Giles. I just want to know more and understand it. I want to be a help to you, which I was with the whole Ascension information."

"Yes, you were. But there are things in these books that are far too powerful for someone of your limited experience to try. I know you want to help Buffy. But you're not going to do any of us any good if you start getting too deep into magicks you can't control."

"I don't want to control them yet. I just want to know what's out there. How can I decide the course I want to go with my powers if I don't have all the information?"

"Willow," he moved over and sat next to her on his desk. He set his hands on either side of him, his left almost touching hers. "I, better than anyone, know what it's like to get a taste of magic and want more. I know what the consequences of those desires are as well. You were there, you should understand."

"That's why I'm being so careful. I would never attempt to try one of these."

"As long as you thought you couldn't handle it. Right?" His green eyes stared at her until she nodded slightly. "And what if you make a mistake of how much you can handle and it spirals out of control? What if you call up another demon like Eyghon or something much worse? You saw the havoc your doppelganger created."

She sighed. "I know…I just…" She touched the embossed leather cover. "I want to know what's out there. I want to have the knowledge so that I can learn and grow. I want to be able to do more than just hack into files and get knocked unconscious."

"I know you do. And that need - that desire - however well intended will be your undoing. You're overwhelming wish to help can be exploited, used against you." He gathered up his courage and took the small hand next to his. Squeezing it slightly, he smiled down at her. "I care far too much about you to let that happen. There are a lot of bad people in the world, Willow, not all of them demons. Some of them just want to use you."

Small thrills of electricity, coming from his warm touch, were running up her arm. She nodded in response.

Giles was trying to let her go. He hadn't meant to touch her. Hadn't meant to do anything to jeopardize the friendly, casual working relationship that they had between them. But he also hadn't counted on how strong the feelings would be. "Let me supervise your learning. Just let me know what you're going to be studying and I'll feel better." The words were coming out of his mouth. He could hear them. He just wasn't sure exactly how his brain was still working.

His thumb was rubbing small circles onto the back of her hand. He couldn't stop staring at their joined hands. Something about touching her was almost hypnotic.

"As…as long as I tell you…?" She looked up at him, noticed he was watching their hands and looked down at them as well. "You'll help me?"

"Supervise you. I'll supervise you." He finally managed to pull his hand away and quickly got off the desk. Facing away from her, he took a deep breath. "I have some things to do this afternoon, but perhaps this evening or tomorrow we could start?"

She was shivering, despite the heat coursing through her body. "Maybe tonight. Maybe…maybe I'll come by." She hopped off the desk and picked up her book bag. She turned when she reached the door and smiled shyly at him. "Thanks. For not being mad."

He nodded and watched her leave. What the hell had happened? What had been a purely innocent attempt to entice her away from the darker, heavier magicks had ended up leaving him winded and shaky. He looked out the office door, making sure she was gone.

Willow leaned on the lockers near the library, struggling to catch her breath. What was that? Her heart was pounding and her breath was almost nonexistent. It didn't make any sense. This was Giles. Giles. Her mentor, her teacher, Buffy's Watcher. He wasn't anything other than that.

Was he?

She pushed away from the wall and went to her locker to get her books. She needed to go somewhere to think and clear her head. Somewhere far, far away from the library.

"Hey Wills!" Xander practically shouted. "Wanna dance?"

She shook her head, knowing there was no way he'd hear her over the pounding music. He shrugged and bopped back out to the floor to join Buffy. She looked down into her soda and sighed. As far as Giles went, this was about as far from the library as she could get. She tried to visualize him in here, enjoying this music and couldn't do it.

Damn it. She was thinking about him again.

Getting off her chair, she walked out to where Xander and Buffy were endangering the lives of several classmates. Swaying slightly to the music, she joined them, laughing at their frantic movements. This was where she should be. This was where her head should be. She smiled up at Oz on the stage and then turned back to her friends.

She could stop thinking about him.

She was almost sure of it.

Giles rubbed his tired eyes and glanced up at the clock. After midnight. He should really get home and get some sleep. It was late. She wasn't coming. He'd known that at ten. He'd known it at eleven. But some faint hope that she'd show up kept him there at his desk, his ear straining for the faintest sound of her.

This was ridiculous. Thinking of Willow in these terms was absurd. She was his charge, his protégé, his helper, his assistant, his…well, she was a lot of things to him. None of which explained why the slightest touch of her sent his blood singing through his veins.

It was all because of that damn hug.

He'd regretted it the moment he'd done it, but he hadn't been able to stop himself from enveloping her in his arms when he'd realized she was alive. He'd spent the half hour after Buffy and Xander had come to the library trying to imagine what his life without her would be like and he hadn't been able to picture it. It was the same dark, black nothingness that had followed Jenny's death.

But when she'd walked in and been human…it was as though his eyes had opened again. But he never expected…even after that quick glance at her in the leather, that it would lead to this.

"And what is this, exactly?" He asked himself softly. Something in him wanted to hold her again. Something in him wanted to never let her out of his sight. And something in him wanted to kiss her fiercely, holding her supple, naked body to… "Jesus Christ," he muttered. "I've turned into a pervert."

He slammed the book shut and grabbed his coat. He was going home. There was no more debating, no more waiting. If Willow wanted a lesson, she was just going to have to wait until tomorrow when he was in a much more stable frame of mind.

Tomorrow, after a couple of cold showers and a night of masterbatory fantasies.

He pushed open the library doors and stopped, staring at the redhead in front of him.

"Hi."

"Hello, Willow. I didn't expect that you were coming. I figured that you weren't. I was just on my way home." His mind reminded him of what he'd been on his way home to do and he felt his body respond. His eye roamed over her, as if he were seeing her for the first time.

She was dressed in a simple, dark green camisole top covered by a gauzy, long sleeved, see-through ivory shirt. Her black skirt was short and her long legs appeared to be bare. Her shoulder length hair seemed to shimmer, even in the dim lighting of the hallway.

"I should let you go then. You're probably tired." She stepped back. "We can talk about magic tomorrow."

"We," he cleared his throat. "We could stay. If you're not tired. If you're tired we should postpone. You should be focused to do any kind of research on magic. Otherwise, you're in a very malleable state. You could be influenced or…seduced."

"Like Darth Vader." She wanted to kick herself. Yeah. Why don't you bring up a pop culture reference to separate you further, she thought. And why are you worried about separating yourself? "Being seduced by the dark side."

He smiled, "I have seen Star Wars, you know. I'm not that completely out of touch." You had to bring up touching, didn't you Rupert? He wanted to touch her. More than he'd ever wanted anything before. He had to get out of here. "I could drive you home?"

Willow nodded. "That would be nice. It's late and dark and dangerous."

No more dangerous than being alone with you, Giles thought. "Right. Shall we?"

The air in the car was thick with tension. Willow sat in the passenger's seat biting her lower lip. Giles glanced over at her and sighed. "Will your parents mind you coming home so late?"

"Oh, no. They're out of town until morning."

Giles barely suppressed his groan, clearing his throat to cover the noise. She looked over at him, concern in her eyes.

"Are you okay? You're not getting sick, are you?"

An image of her, nursing him to health filled his mind and he cursed under his breath. What the hell was wrong with him? How was he supposed to be around her if all he could do was imagine her in the most compromising of positions? "No. Just a tickle, in my throat."

"Oh." She nodded and stared out her window at the road. "Giles?"

"Yes?"

"I'm not really tired. Do you think you could come in and show me some magic? New stuff?"

"No."

She seemed startled at his abrupt response. Her shoulders hunched and she turned away from him. "Okay."

"Tomorrow will be soon enough." He pulled to the curb in front of her house and left the car idling. "Shall I walk you to the door?"

"Oh no, I can manage. Goodnight, Giles."

The car door shut and he watched her as she walked up to her doorway. The subtle sway of her hips forced the groan from his lips. He had to stop this. This was Willow, for God's sake. She flashed her light after she was inside and he pulled away.

He pressed the gas pedal down and sped home. This was all getting too far out of hand.

Willow lay in bed and stared up at her ceiling. Emotions were swirling like a maelstrom inside her. What was going on with her and Giles? Why was she suddenly unable to look at him without wondering what it would be like to touch him or kiss him? Why couldn't she stop thinking about him?

She turned over and buried her face in her pillow. This was all wrong. She should be obsessing over Xander and Oz. Not Giles. She sighed and squeezed her eyes shut, desperate to fall asleep.

Giles fell back onto his pillow, exhausted. The cool sheet beneath him felt good against his warm body. He closed his eyes, still seeing her in his mind. He knew he should get out of bed. He should get up, take another cold shower and clean himself up. He should stop thinking about her.

He should do all those things. Instead, he drifted off to sleep.

Willow walked into the library and looked around. Something wasn't right. She set her books on the table and peeked into the office. "Giles?"

Warm hands landed on her hips and his reply was warm against her ear. "Yes?"

She leaned back against him, letting her body rest against his. "I was wondering where you were."

"Right here," he whispered, his lips moving along the smooth skin of her neck. "Unless you'd rather there was someplace else I should be?"

She shivered as his tongue darted out, teasing along her earlobe. She tilted her head more and he kissed his way down her neck until he reached the neckline of her shirt. His hand slid up her arm until it reached the material and he gave it a slight tug, exposing more of her creamy flesh.

Willow let out a little whimper and pulled away from him. She turned around, surprised at his attire. He was wearing a tight, white T-shirt and tight jeans. "You look…different."

He stepped toward her, his whole demeanor predatory. "Different how?"

"Less Giles-y and more…grrr."

"Grrr?" a smile quirked the corner of his mouth. "Would that be good?"

"Um, yeah." She nodded, backing up all the while. He kept advancing and she found herself backed up against the wall of his office. He placed his hands on either side of her head and smiled down at her hungrily.

He removed one hand, letting his fingers trail down the front of her shirt, slipping casually between her breasts. She gasped and arched her back slightly, pushing her body away from the wall and closer to his exploring fingers.

Catching the bottom of her shirt, he lifted the material and slid his hand underneath it. His hand stroked her stomach, his thumb rubbing the swell of her breast with each smooth circle. Leaning in, he brushed his lips across hers. "You might want to find something to hang onto, Love."

Before she could respond, he sank to his knees and pushed her skirt up to her waist. He smiled slyly as he slipped the wisp of pink lace down her legs, guiding it over her shoes. Breathing deeply, he pressed his lips to the soft mound of dark red curls, his tongue dipping down to brush against the warm cleft beneath it.

"G…Giles," she breathed.

He smiled and used his thumbs to open the heated flesh. His tongue dove in, tasting the hot fluid of her excitement. She shivered above him, her knees trembling. Pulling away, he looked up at her. Her palms were pressed flat to the wall and she didn't seem quite stable. "Should I stop?"

She shook her head vehemently. "No. No stopping. Stopping would be a bad thing." She opened her eyes to look at him. "Giles…? What's happening between us?"

"Well," he got to his feet and pressed his body to hers, his erection hard against her stomach. "I don't know for sure, but if things go the way I'm hoping, I'm going to be buried deep inside you very soon."

He caught her as her knees gave way, carrying her over to the small couch. He lay her down and stepped back. He quickly unfastened his belt buckle and unbuttoned his jeans. Her eyes surveyed him hungrily as he discarded his clothing. Leaving the jeans on but unbuttoned, he pried his shirt off, exposing his muscled and scarred chest.

Her indrawn breath spurred him into action. He kicked off his shoes and slowly slid his jeans and briefs down his legs. Standing, he smiled down at her. Her eyes were glazed with passion, her tongue kept darting out to moisten her lips, and her hands were slipping beneath her skirt.

"Oh no, Love. My job." He caught her hands and pulled them away. He slid his hands beneath her bottom and lifted her, pulling her skirt down. He guided it off her legs and tossed it and her shoes aside. Willow managed to sit up as he disposed of her clothes and reached out to touch his erection.

Giles moaned aloud as her small, warm hand encircled his cock. She touched it tentatively, stroking the length of it. Giving him a quick look, she licked her lips and slid the tip inside her mouth, sucking at it lightly. His hips thrust forward and she pulled away. "I'm sorry."

"Sorry?" He grabbed the bottom of her shirt and pulled it off of her. Her breasts - small yet firm - were free of any lingerie and he couldn't help but stare. They were the color of cream, topped by two dark, hard nipples. He touched one softly, chuckling quietly as the tip hardened further. "There's nothing to be sorry about, Willow." He sank to his knees once again and met her gaze.

"I don't understand any of this, Giles."

"Do you want it to stop?"

She shook her head, not needing to think. Her fingers danced along his cheek. "No. I…I want you…inside me."

He guided her back down onto the couch and moved to lie beside her. His hands began exploring, encouraging hers to do the same. The feel of his fingers sent warm shivers down her spine directly to the building heat between her legs. She whimpered quietly.

"Love, I'm sorry, but I don't know that I can last much longer," he slipped his hand between her thighs, coaxing her legs apart. His finger traced the outline of her lips, before sliding inside the wet passage. He pulled his hand away and brought his finger up to his mouth.

Her body was grinding against his, begging for release. He pressed softly on her shoulder, guiding her back onto the couch. Moving between her legs, he pressed the tip of his penis to her tight opening. She fought for breath, her whole body straining for him. "Rupert? Please?"

Giles groaned and pushed inside her. He filled her, her wetness coating his shaft. He stopped as he felt the firm pressure of her membrane. Taking a deep breath, he kissed her softly. "I love you…"

"WILLOW!"

Willow jerked awake, flinching in the sunlight.

"Willow! Wake up! You have to get ready for school."

She was still panting for breath, partly from her abrupt awakening, but mostly from the hot ball of sexual frustration in her stomach. She glanced at her alarm clock and smiled. She had some time. She closed her eyes, struggling to recapture the dream as her hand slipped down to the slick, wetness of her clitoris. She applied soft pressure, her fingers moving in a slow lazy circle when her bedroom door opened.

"Willow? Get up, honey. You've got to go to school."

Willow let out a quiet cry. How was she supposed to go to school, much less face Giles, when all she could think about doing was forcing him to finish what he started?

Giles snapped his alarm off, cursing the morning. He'd barely slept, haunted by vaguely remembered dreams of Willow doing amazing things to him. Although, to his immense frustration, none of them seemed to come to fruition. He gazed down at his raging erection. He looked at the clock, deciding if he had enough time to rid himself of it.

The knock on the door changed his mind. Wrapping a robe around his nude body, he made his way downstairs. Buffy stood in the doorway, tapping her foot impatiently. "I waited for you for an hour. We were supposed to train at 5 o'clock. It's now six thirty."

"I'm sorry…I must have forgotten."

"Are you okay, Giles? You look tired."

He rubbed his stubbled chin, "I am. I didn't sleep well. Let me shower and dress and we'll go to the library to practice."

She shrugged and walked into his living room. "Okay. Can we stop by and pick up Willow on the way?"

His body responded and he clenched his fists. How was he supposed to do this? He couldn't even hear her name without wanting her. "That…that shouldn't be a problem. Why don't you call her and tell her we'll be there in twenty?"

He made his way up the stairs, trying to get his thoughts in order. Trying to get them to think of anything other than how much he wanted her. He shed his robe after he shut the bathroom door and stepped into the stall. Turning the water on, he stepped into the icy spray and bit back a scream.

Willow waved as the car approached, walking down to the curb. Buffy got out. "There's some stuff crammed in the back, do you think you could squeeze between us?"

"It's a stick shift." She reminded her.

"I know. But you could sit with it between your knees…" Buffy shrugged and smiled. "Sorry. I didn't know he had stuff in the car."

Willow shrugged as well and climbed in. She slipped her leg next to Giles', pressing it against his as she settled into the car. Her mind was spinning, the ache of her arousal still with her. His body, so warm and near, was decidedly not helping.

Buffy followed her into the car, forcing her even closer. Willow bit the inside of her lip and pressed her thighs together, wanting nothing more than simple relief from the warm tension in the pit of her stomach. She tried to think of anything other than him, running math problems and visions of Principal Snyder naked through her head in an effort to not imagine Giles' body naked and slipping inside her.

Giles moved his hand to shift into first, brushing her breast lightly with his arm. He heard her emit a soft sound and glanced quickly at her. She was staring straight ahead and looked to be in pain. He gripped the stick shift and forced it away from her. They started moving and he guided it into second.

And nearly ran them off the road. The soft, warm flesh of her thighs surrounded his hand and the heat her body was giving off seemed to bathe his skin. Without thinking, he reached out a finger and brushed it along the material of her skirt.

"Oh."

He pulled his hand away quickly, placing both of them on the steering wheel.

Buffy looked quickly at them both, wondering why Giles was driving like an idiot. He was swallowing and blinking rapidly, his hands gripping the steering wheel tightly. "Are we going to be in second gear all the way to school?"

He and Willow both nodded furiously. "Yes."

Buffy raised her eyebrows and looked away, "Okay. Wake me when the weirdness is over."

They pulled into the school parking lot much later than anticipated. Giles put the car into park, closing his eyes as he moved the stick shift into neutral. Willow let out a slow breath she hadn't even been aware she was holding. He pulled his hand away, brushing the top of her thigh briefly before snatching his hand back. "Shall we?"

He climbed out and shut his door. Buffy struggled with the handle on the passenger's side, muttering a soft curse. "Giles, your door's stuck again. We'll have to crawl out his side, Wills."

Willow nodded, not trusting her voice. Her body was shivering slightly as she pushed the door open. Giles stopped and looked back. Seeing his door open, he returned to the car. "Door stuck again?"

"You could get a new car. I think that would be a good thing," Buffy told him.

He shook his head and held out his hand to Willow. She grabbed it, easing her right leg over the gear shift. She scrambled out and he gave her arm a gentle tug. She tripped over the lip of the car and tumbled into his arms.

She tried to straighten, feeling the hard press of his thighs against her. Oh God. That wasn't his thigh. She attempted to move back, only to find his arms on her biceps, holding her still. She looked up at his surprised face. "I'm sorry."

"Sorry?" He smiled down at her, desperate to keep the desire off his face. "There's nothing to be sorry about Willow."

She pulled away in shock. She forgot the feel of his cock against her stomach, instead imagining the feeling of it in her mouth, thrusting forward as it had in her dream. "I have to go. Bye." She rushed off toward the school, leaving her book bag lying on the ground at his feet.

Buffy climbed out and looked at him then at Willow's books. "What's up with Willow today? She's acting a little strange."

He cleared his throat and bent to pick up her books, adjusting his erection as he bent over. "I have no idea. Can you take these to her, or shall I?"

The bell rang and she shrugged. "That would mean you."

"Where is she?"

"Study hall."

Willow sat at her desk, staring out the window. She'd dropped her books at Giles' feet, but there was no way she could face him at this point. It had been all she could do not to make a fool of herself. Her overwhelming desire had been to wrap one leg around his and rub his erection against the burning heat between her thighs.

A soft knock at the door caught her attention as the teacher moved over to answer it. She blushed a deep red when she saw Giles standing there, holding her book bag. "Miss Rosenberg left this in the library. I was wondering if you could return it to her?"

"Of course, Mr. Giles. Thank you." She took the bag from him and shut the door.

But not before Giles saw her, her face flushed, her lips parted and her eyes focused on him. Blood surged to his cock as he hurried back to the library, trying to get away from her eyes.

Continues