"Rough night," he muttered as he pushed past him into his office. "I pushed her practice back to this afternoon. If that's all right with the council."

Wesley nodded, surprised by the attack. "Of course. I'll just…research."

"Wonderful. I'll be in my office. Try not to get kidnapped or anything, I've got some important things to finish up and won't have time to rescue you." He shut the door and sank onto his chair. Wonderful. The annoying prig was here, so he'd have no relief at all. His erection was straining against his pants, the bulge in the material hidden only by his coat.

He picked up the book Willow had been looking at the day before. Relatively harmless stuff in this one, although it did lay the groundwork for more serious spells. Spells that he'd promised to work with her on. He groaned softly. How was he supposed to guide her through her magic training when all he wanted to do was bury himself inside her?

He leafed through the pages, startled when he heard the peal of the bell followed by the scurry of students as they rushed through the halls. He looked down at his watch, surprised when he heard voices from the library.

"Hello, Wesley."

Oh Gods. Willow.

"Oh, hello, Miss Rosenberg."

"You can call me Willow. Pretty much everybody does. Is…is Giles here?"

"Yes. He's in his office. Not in a very good mood. I think he's jealous."

She giggled softly. "I'm sure that's it."

"Are you going to be here for a bit?"

"I have some net-surfing to do, so I should."

"Wonderful. I have some errands to run. I wonder if you could keep an eye out for Buffy and let her know that I want a full report on last night's activities."

"Sure. I'll tell her when I see her."

"Wonderful. Thank you, Miss…Willow."

Giles slumped toward his desk. He was alone in the library with Willow. His muscles tightened at the thought. What was he going to do?

The knock was soft, followed by her peeking in the door. "Hello, Giles."

"Willow."

"I was wondering if now was okay for you helping me with my magic?" She frowned slightly. "But it's okay if it's not…okay."

"It's fine." He straightened. "Why don't you come in and shut the door so that we'll remain uninterrupted."

She did as he asked, slipping inside the small room and sitting on the couch opposite him. He remembered, just vaguely, that she'd been in a very similar position in his dream last night. She placed her hands on her knees and waited, her fingers drumming nervously.

Giles looked her over, noticing her outfit for the first time. She was wearing the same sweater she'd worn the night they'd met her doppelganger. The night she'd dressed in that tight, constricting leather that so perfectly showcased her firm breasts. He shook his head and cleared his throat. "Well, where should we start?"

"Well, you're in charge. What do you want me to do?"

Now, there was a loaded question. He pulled the book he'd been thumbing through off his desk and onto his lap. "We could start with what you were looking at last night." He reluctantly got off his chair and moved over to the couch next to her. She jumped slightly as his leg brushed against hers. "Sorry."

She shook her head and took half of the large tome on her lap. He allowed her to flip through the pages until she found what she'd been looking for the night before. "I was reading this." Her long finger tapped the page.

He closed his eyes briefly as she relaxed her hand. He was sure he could feel the warm pressure above his cock, even through the book. "I see. Transposition." Clearing his throat, he struggled to continue, trying not to touch her. "Well, why don't you tell me what you think you know?"

"It's something like taking the aspects of something or someone and giving them to someone or something else. It can be used as a disguise or, in extreme cases, in transporting the spirit of someone. It's kind of like what I did for Angel. Sort of."

He nodded. "And what do you see as the dangers?" He looked at her, watching her lips as she spoke, wondering what they would feel like on his bare skin.

"Well, the person doing the spell is the channeller, so if something goes wrong and the spell doesn't work, they could be stuck with the aspects of whatever they're trying to switch. So, if I were trying to give Xander some of your intelligence, I could get stuck with something of each of you."

He turned slightly so that he was looking at her fully, the entire length of his shin pressing against her thigh. He lay his arm across his lap, hoping it was enough to cover his erection. Even though more of him was touching her, it was a little easier to breathe. "Or?"

"Or I could get stuck with you inside me." He couldn't stop the moan from escaping his lips. Willow looked at him, concern in her eyes. "Are you okay?"

"I can't…" he pushed the book to the floor and reached for her, pulling her onto his lap. His hand tangled in her hair, guiding her head back as his lips found hers. She gasped beneath him, her lips parting. Taking advantage of her surprise, his tongue worked its way between her lips. The heated cavern of her mouth was like a haven for him. He explored it with his tongue, exploring the inner surfaces of it before tangling his tongue with hers.

Willow moaned in response, her hands slipping under his jacket, tentatively creeping up his back. She pressed her body closer to his, her breasts rubbing gently against his chest.

He pulled away from the kiss and stared down at her. Her eyes were closed, her lips swollen from their passionate contact. He touched her lips softly, surprised when she kissed his finger. "Willow…"

"Don't stop?"

A surge of desire ran through him and he kissed her again. His hand began a soft pattern of caresses as he stroked her body from shoulder to thigh. She moved her hand from his jacket and raised it instead to tangle in his hair.

He moved his hand to touch the swell of her breast, the fuzziness of the sweater not hiding the hard peak of her nipple from his palm. He caught his breath as it hardened further under his attentions. Arching her back, Willow's body pressed even harder against his, her thigh rubbing his already substantial erection.

He pushed her gently away from him, guiding her off his lap. She frowned, obviously confused. He shook his head silently. With a trembling hand, he caught the edge of the fabric of her sweater. He rubbed the soft material between his fingers before taking a deep breath and lifting it over her head. She squirmed out of it, dropping her hands to her lap.

Her skin was like cream. He stared at her, taking in the expanse of skin sloping down to her pert breasts hidden by the lacy fabric of her bra. He licked his lips, wondering what she'd taste like.

Her hands moved behind her back, unhooking the clasp. He watched in fascination as the fabric loosened. She held it to her as she met his eyes. "There's more…if you want some?"

His whole body shuddered as he lay her back on the couch. He worked the bra from her arms and tossed it aside. He looked at her for a long moment, fascinated by the dark pink nubs topping her creamy breasts. He reached out and touched one, his thumb stroking the hard tip. She cried out softly and moved beneath him.

A slow smile spread across his face as he lowered his head to capture her other nipple in his mouth. Her cry this time was louder and deeper. The sound was an elixir in his blood as he licked, sucked and nibbled on the supple flesh. His thumb continued to torment the other nipple while her small body shook from the sensations.

Her hips moved beneath him, grinding against his pelvis. His groan reverberated against her skin and he struggled to remove his clothes. Shrugging his jacket off his shoulders, he unbuttoned his shirt quickly, practically ripping his tie in an effort to remove it. Her hands slipped beneath the soft cotton and he thanked the powers that be he'd been running late and forgotten to wear an undershirt.

She kneaded his chest like a cat, rubbing the rough hair with her fingers and palms. He pulled away from her, standing so that he could remove his slacks. She grabbed the waistband of her skirt and pushed it down her thighs.

He stopped what he was doing to stare at her body. She was beautiful. He let his eyes roam over her figure, memorizing every inch of her. When he looked at her face, she was staring at him. Well, at the open fly of his slacks.

Giles smiled and finished undressing; feeling her eyes on him the entire time. Her gaze was like fire as it traveled over his body. He knelt down in front of her, one of his legs between both of hers, one on the floor supporting him. He trailed his fingers up her thigh where he'd touched her this morning before sliding them between her legs.

She arched her back, inviting him to enter her. He coaxed soft, mewling moans from her as he ran his fingers lightly over her clitoris. With each brief touch, she thrust forward, as if trying to capture his hand. When her moans turned to desperate whimpers, he removed his hand and pressed the sensitive tip of his cock to her wet opening.

He pushed forward slightly, the waves of heat radiating off of her body pulling at him, begging him to move deeply inside her. He braced himself and gazed into her green eyes. "I want to be buried deep inside you."

"Giles?"

He woke up, startled, jerking into an upright position. He blinked quickly, adjusting his eyes to the dim light of his office. "What?"

Willow was almost sure her insides had melted. His voice had been rich and thick, husky with sleep. "You were sleeping."

He started to stand, realizing he couldn't with her in the room. His erection was pressed tightly to his slacks, betraying exactly what he'd been dreaming about. He placed his arm across his lap. "I see."

"You…you were talking in your sleep." She blushed.

"I did? What did I say?" The dream came back to him in a detailed rush and he realized what he must have said. "Never mind."

Willow wanted to cry. She'd almost gotten her dream out of her mind, although her body still seemed to remember it in vivid detail. But that simple sentence had brought it all back. He'd said the same thing in her dream. Her eyes widened. He couldn't have been dreaming about…

"What did you need, Willow?"

"Oh, um, Buffy's running late."

"Buffy."

Willow felt her chest tightened in pain. The soft way he'd said her best friend's name hurt. Suddenly, she knew who he'd been dreaming of and she wanted to cry. "Yes. Buffy."

He looked up. Her voice was hard and sad at the same time. Without thinking, he shook his head. It was as though he knew what she was thinking. "It wasn't Buffy." His warm hand caressed her cheek, his mind telling him all the while that he was on very dangerous ground.

Willow glanced down at his erection then back up at his eyes. "It's always Buffy."

"No. It's not. You don't realize it, but you have so much potential. I see so much deep inside you," he couldn't stop his hand from touching her, moving from her cheek to the delicate skin of her neck. Suddenly, what he'd said and what he was doing occurred to him and he practically fell off his chair scrambling away from her.

Her eyes widened at his words and she pulled back at the same instant he did. "I…I have to go."

He nodded his agreement, not even realizing she was long gone.

Willow sat numbly on the bench in the locker room, unaware of everything going on around her. Her whole body was wound as tightly as a spring and she felt like she would jump out of her skin at any moment. What was happening to her? This was worse than when all their nightmares had come true. Now it seemed that Giles was intent on quoting directly from the most vivid sexual dream she'd ever had.

"Hey, Wills." Buffy sat next to her and smiled. "Not participating today?"

"I'm not feeling well. I thought if I looked sick enough I could get out of class."

Buffy looked her over. "You do look a little pale. I hope it's not something going around. I was just in the library and Giles was white as a sheet." She opened her locker, not noticing the horrified look on Willow's face. "Speaking of sheets," she giggled. "I have to tell you about what happened last night with Angel…"

Willow clasped her trembling hands together as Buffy recounted, in incredible detail, her night with Angel. The words were like daggers in Willow's tentative control on her hormones. Buffy's voice called up images from her dream and more that she hadn't even known about. She pictured herself on her hands and knees, Giles sliding his…

"Buffy, I have to go." She stood up, practically slamming her head into the locker door. "I have to go."

"Wills, are you okay?"

She shook her head vehemently. "No. Not okay. I can't…" She had to find a bathroom soon. She had to lock herself in a stall and get rid of this horrible throbbing between her legs. Her whole body seemed to vibrate in tune with the ache in her clitoris. She wanted to find a quiet, locked spot where she could just relieve all this pressure and crumple into a quivering mass of spent excitement.

Actually, that was option number two. What she really wanted to do was lock herself in Giles' office and take him on his desk.

Buffy took her friends arm and led her into the teacher's office outside the gym. "Mrs. Becker, Willow's not feeling well, I'm going to take her to the nurse's office, okay?"

"The nurse is out today, Buffy. Could you take her someplace else?" The instructor looked the other girl over. "She does look bad."

"I'll take her someplace quiet and let her sleep. Thanks Mrs. Becker."

Buffy sat Willow down and ran back into the locker room for their books. She came out and held out her hand. "Come on, Wills. We're taking you someplace quiet."

"I can walk." She stood on shaky legs. While Buffy had been gone, she'd tried desperately to think of something - anything - other than Giles but hadn't been able to manage it. Her whole mind and body were consumed with him.

Buffy shook her head and put Willow's arm around her shoulders. "You're shaking like a leaf. I think you must have a fever. I'm not going to let you fall on your butt." She guided them down the hall, both book bags on one shoulder, Willow on the other. She stopped outside the double doors to the library. "Come on."

Willow's eyes widened. "I can't go in there."

"What? Don't be ridiculous, Willow. It's the quietest place on campus." Buffy nudged open the door with her foot and guided her friend inside. She led her to the table and helped her sit down. "Besides, if you're sick, who better to look after you than Giles? I mean, okay, his job is to look after me, but you're my friend, so he can make you feel better." Seeing Willow's look of worry and mistaking it for skepticism, she shrugged. "Besides, I can get this in as a workout session now, so I don't have to do it this afternoon."

Willow buried her head in her arms. She needed to get up from this chair and hide in the stacks so that she didn't have to see him. She needed to go hide in the stacks and be alone and get rid of this ache. She heard the muffled conversation behind her, his rich voice carrying easily to her. No, she needed Buffy to go the hell away and let her be alone with Giles.

Squeezing her eyes shut, she tried to concentrate through the haze of lust. Why was she feeling this way? Why was she, all of a sudden, lusting after Giles like some crazed woman? He and Buffy walked out of the office and she watched him as he moved to the book cage. He was walking stiffly, and she realized he was still fighting his erection.

He was sexy. But it was more than that, she realized. Giles had become a close friend, a confidante, a mentor, a…he'd become so much to her. Shock registered on her features as he loosened his tie before removing it. Oh God. She was in love with him. She let out a soft groan.

"Wills? You okay?" Buffy came to her side. She touched Willow's shoulder gently. "You want to go lie down?"

"No," she whispered. "I'm fine." She wasn't fine. She was never going to be fine again. Even if Giles did want her, if that dream had been about her, there was absolutely no way he could be in love with her. She looked up at him as he lay his jacket, tie and oxford shirt on the chair across from her. Their eyes met and Willow felt the warm sensation in her stomach build again. No way.

Dodging Buffy's blows was something one did with every ounce of concentration one had. He knew that. He knew that doing anything less than paying full attention to an attacking Slayer was inviting a very long night of soaking one's wounds. But that didn't stop him from thinking about Willow.

He'd informed Buffy that it was dangerous to have her be around while they did their sparring. She could get hurt accidentally. Besides, if she were sick, it would be foolhardy to have her so close to Buffy where she might catch something.

He'd been insistent. He'd been completely rational.

Then Buffy had said Willow needed them. And he'd been lost.

The thought that she might need him, that she could ever need him, had brought his erection back to full force. He'd wanted to scream, knowing he'd have to walk across the library to the cage and she would, after their encounter earlier, most definitely look directly there.

But she needed him.

He'd come to realize as he sat in his office after Buffy's brief visit that had followed Willow's abrubt departure, that he was feeling far more than lust for the hacker. He'd decided to figure out how he could get Willow out of his life before he lost control like he'd come so close to doing earlier in his office. He'd struggled to find a way he could function without her constant presence in his library, in his life.

He'd failed miserably.

He was completely, blindly, stupidly infatuated with her. No, he shook his head; he was in love with her. Of all the people in this whole sodding world, he had to fall in love with his Slayer's best friend who happened to be less than half his age and had two boys her own age in love with her.

Christ.

Buffy's blow landed solidly. He clutched his stomach and fell back. Right. Buffy. Think about helping your Slayer stay alive. He fought back, putting all of his frustration - emotional and physical - into his attacks. Buffy's eyes widened briefly then she smiled and stepped up her offense.

Willow watched him, her eyes following his movements as well as memorizing the lines of his body. She marveled at the muscles beneath the undershirt that seemed so easily hidden beneath the layers of tweed. She let out a soft sigh and both participants looked at her.

"Oh, don't stop."

Giles' mind was suddenly consumed with the image of her beneath him, her lips swollen from his kisses. He moved toward the table, needing to be near her when Buffy landed a solid roundhouse kick against his jaw. Willow yelped as he crumpled to the ground and scrambled to his side, beating Buffy by several seconds.

He lay on the floor, his eyes closed. "I don't know that I can last much longer…"

Buffy leaned down, trying to find out if he was okay, but Willow shoved her out of the way. Grabbing his jacket off the chair, she rolled it into a pillow and placed it under his head. Her hands were roaming over him, checking to make sure he was all right. Buffy glanced at her, confused.

"I hit him in the jaw, Will."

Willow glanced down at her hand, resting lightly on his thigh very close to his erection. His growing erection. She blushed and pulled away, refusing to look at either of them. "I thought he might have hurt himself on the way down."

Giles managed to sit up, brushing off Buffy's helping hand. "I can do it. Why don't you run ahead, Buffy. I need to discuss something with Willow." He glanced at his Slayer, seeing the slightest glint of suspicion in her eyes. "About studying her magic. We'd made arrangements for tonight and I may have to reschedule. I feel like I've been kicked by a mule."

"And I thank you." Buffy pouted.

"I didn't say you were one, I said you kicked like one. And I meant it as a compliment." He leaned back against the table leg.

"Well, here's a word of advice, Giles. When complimenting a lady, never compare her to a farm animal." She stuck her tongue out at him and left the library in a huff.

Willow giggled nervously and touched his arm. "Would you like some help up?"

She really needed to learn to ask less loaded questions, he decided. "Certainly." He put his arm around her shoulders; sure he was making a huge mistake. Touching her was like setting himself on fire. He struggled to his feet, nearly pulling her down on top of him. "You might want to find something to hang onto," he suggested.

Willow sank to her knees beside him. "Stop it."

He looked at her concerned. She sounded as though she were near tears. "Willow?" He brushed her hair back, needing to see her eyes. "Are you crying?"

"Stop saying things from my dream." Her green eyes burned into his. "I can't take it anymore." She moved forward, unconsciously, pressing her body to his. The hard tips of her nipples pressed against the thin cotton of his shirt and her lips found his.

He groaned low in his throat and wrapped his arms around her. One rubbed her lower back, pulling her forward onto his lap while the other buried itself in her fiery tresses. His tongue dove between her lips and he devoured her mouth. All their mutual frustration seemed to flare to life in the kiss as they bit, nibbled, sucked and tasted every nook and cranny they could find.

Finally, Willow pulled away breathlessly. Her green eyes were smoky with passion as she looked at him, her chest rising and falling in time with his.

Giles swallowed gulps of air, trying to get his body under control. He clenched his hands into fists, willing himself not to touch her again. "Uhm…" She licked her lips repeatedly and he found he could look nowhere else. "Uh…Wi…"

"Mr. Giles?"

Willow was off his lap in an instant, moving as far away from his as she could in the short time she had before Wesley stopped looking at the book he was reading. She tried to get to her feet, but found she didn't have the strength.

Giles cleared his throat, "Yes?"

"I was…" Wesley looked up and noticed them both on the floor. "Is everything all right?"

"Minor earthquake," Willow said quickly. "Didn't you feel it? Maybe…maybe it was a Hellmouth tremor." She nodded her head rapidly. "Like you thought, Giles."

He grasped the table and stood, staring at her with hungry eyes. "Must have been. You…you should get back to class, Willow."

Longing seemed to radiate off of her as she stood. He took a step toward her and she shook her head. If he touched her now, she was going to go up in flames. She had hoped, during their explosive kiss, that some of the day's tension would be released, but instead she was aching with the need to have more than just a taste of him. "All right."

"We'll see you after school?" Wesley asked.

"After…"

"You said you'd help with the computer?" He smiled at her. "If you don't mind."

"Of course not." She looked away from Wesley, turning to Giles. "I'll see you after school."

Continues