She jumped, nearly falling off her chair. She'd been sitting on the edge of it, trying to build up the courage to rub her aching clitoris against the hard wood. "I'm fine."

"I can't believe Wesley is making us help out in the library today."

"You're helping?"

"Yeah. Wesley promised me pizza if I helped." Xander's eyes lit up. "I figure for pizza, I'm helpful for about an hour. Then I'm gone. No matter what."

"Unless Cordelia comes in?"

"Well, then I might be there a bit longer."

Willow sighed, feeling the now familiar ache of unrequited lust surging up inside her. She was never going to get him alone.

Giles struggled not to punch the younger Englishman. "You what?"

"I invited Xander and Willow to join us after school. They're going to help with some research and I offered to buy them pizza. Xander said you often did that."

He forced himself to breathe normally. It was for the best. It was inviting disaster to be alone with her. He should be thanking Wesley, not wanting to throttle him. "I did. Yes. It's a fine idea." He walked into his office and sank down at his desk.

It was ridiculous. She wanted him. He could accept that. He was having a difficult time believing it, but he could accept it. But to be alone with her and, as much as he wanted it, let her act on that wanting would very likely be the death of him.

He was in love with her. And to have a taste of her and then have to let her go… And he wouldn't be able to let her go in small measures. He'd have to get her the hell out of his life before he allowed it to build into an obsession. And there was no way he could do that. She was Buffy's best friend. She was her support system. So she was off limits.

He looked down at his desk, noticing the picture of Buffy and her two original Slayerettes that they'd given him for Christmas one year. He touched the soft curve of her face through the glass and sighed.

How the hell was he going to get out of this?

Buffy leaned over Willow's shoulder and glanced at the computer screen. "Feeling better?"

"Yeah."

"You still look pale."

"I'm fine, Buffy. Really." She smiled at her friend. "But Wesley might not be." She nodded over to where Xander was asking Wesley some very pointed questions about Cordelia. "You might want to save him."

"Do I have to?" Buffy sighed and headed over to break the two men up.

Giles walked out of his office and cast a quick glance at the gathering by the circulation counter before heading over to the table. Willow smiled up at him. "Don't worry, we put away all the important books before we let Xander eat any."

He smiled distantly and she noticed he was staying as far away from her as he could. Her heart sank. She'd hoped that he'd felt the same way. She'd hoped he'd at least wanted her, even if he couldn't love her. But now he didn't seem to even want to be near her. "Thank you."

"There's more…if you want some."

He looked at her, his eyes wide behind his glasses. "What…what did you say?"

"There's more pizza."

"No. What did you say? Exactly."

"I…I said there's more if you want some." She looked concerned, her green eyes dark. "Did I say something wrong?"

Giles was dumbstruck. How could he have missed it? She was saying things from his dream and earlier she'd admonished him for saying things from hers. "No. No. You didn't. I think you and I…I think we should talk."

She got up from the table and walked over to him. She took his tie in her hand and held him in place. "Talk?" She searched his face. "I don't want to talk, Giles. We talk all the time. I want more."

"We need to talk."

"I could kiss you right now, in front of everyone." She threatened lightly.

"Then we'd never be alone, would we?" He pulled his tie from her grasp. "We'll talk." He tried to sort out his thoughts, finding it increasingly difficult with her so close to him. He didn't think it was supernatural. Perhaps, if anything, it was fate. This was fate's way of forcing him out of Buffy's life. This was fate's way of telling him that he needed to really step down as Watcher and move on. He looked into her eyes and wanted nothing more than to lose himself in them.

Willow noticed the seriousness in his eyes and let herself hope. Maybe he did love her. Maybe they had a chance. She turned around, her hands behind her back. She casually took a step back, pressing her hand against his erection. "You guys, I just remembered, I overheard Snyder on the phone today talking to someone about Faith. I think there may be trouble brewing."

Wesley forgot his argument with Xander and hurried to get his coat. "Are you coming, Mr. Giles?"

"No. You're Watcher. I'll stay here." He ignored Buffy's look, struggling not to grind himself against Willow's hand.

"You comin' Will?" Xander asked.

"No. " She shuddered lightly as Giles took a step forward and pressed himself more firmly into her grip. "No, I think Faith is off limits where I'm concerned. Right?"

Xander blushed, embarrassed to be reminded. "Right. Let's go, Buffy."

The three were barely out of the room when Giles grabbed her arms and spun her around, meeting her eager lips with his own.

Willow felt her knees go weak as he kissed her. His arms wrapped around her, supporting her light weight as, once again, they lost themselves in the passion between them. He pulled away suddenly, letting her go. She stumbled and he caught her hand, guiding her into his office and locking the door behind them.

"We need to stop doing that."

"You did it that time." She sat on his desk in the same place she'd been when this all started. He moved towards her, stopping when he reached her knees. She parted her legs, inviting him to come closer. "What's happening between us, Giles?"

"I…I'm not sure. But I don't think there are any supernatural forces at work." He stood still, knowing if he took a step forward, he would be lost. "I…I've been feeling things…for you, since the other day."

"The feeling is mutual." She moved forward slightly. "I dreamed about you last night." Her chest was tight with emotion. "I've been thinking about you all day."

"As have I, but I think it's more than…" he sighed. "I'm going to leave Sunnydale."

For the first time in nearly two days, the sexual tension drained out of Willow. "What?"

"I can't stay. This is just the universe's way of telling me it's time to step down and leave town. I can't…I don't know that I can control myself around you. No, I know I can't if today was any indication. And if I can't control my…desires, then…"

"You want me?" She asked quietly.

He looked up at the ceiling in despair. "Gods, yes. I want you more than I've ever wanted anything or anyone. But I can't…" he looked back down at her tear-filled eyes. "I can't just have you once and then leave you alone."

"Who said we had to stop at once? Giles, I want you…I love you…"

"You don't love me." He wanted to believe her. His heart sang with her words, but he knew it was simply her desires speaking. "You and I…we can't be, Willow. It's that simple."

"So why are we here alone?" Tears still filled her eyes, but anger glinted behind them. "If you're so fucking noble and have to run away, why am I here, locked up alone with you?" She sniffled, trying to keep herself from sobbing.

He couldn't help himself. He tilted her chin up with his thumb and swallowed hard. "Because I can't leave without this." He bent his head, capturing her lips in a gentle kiss. His mouth molded to hers, caressing her lips before his tongue parted them and dipped inside.

He tasted the saltiness of her tears on her lips and hated himself for making her cry. He gathered her into his arms, finally stepping between her parted legs. She wrapped them around him, pulling him hard against her.

The warm flush of tension returned to Willow in full force as his cock pressed against her through the thin material of her skirt. She ground her pelvis to his, whimpering against the kiss.

He tried, halfheartedly, to pull away, but couldn't force himself to do it. He wanted this; he wanted her too much to back away now. And if he was going to leave, he wanted one perfect memory to take with him. He broke away from the kiss and looked down at her. "I want you, Willow. So badly."

"And I want you, Rupert."

His knees went weak and he quickly pulled his chair over and sank onto it. "I can't."

"You can't?" She hopped off the desk and turned the chair to face her. "Why not?"

"I have to go."

"Why? Because you want me?" She shook her head. "I don't believe that. We're both adults. We both smart enough that if all you wanted was sex we could do it with no one the wiser."

"I have to leave." He refused to look at her, knew that if he did he would be lost.

Willow grabbed his chin and made him meet her eyes. "Why."

"Because I'm in love with you, damn it! And you're more than half my age and a minor and every other thing that could possibly make you off limits. Including too young to know your own mind."

She slapped him soundly across the cheek then promptly sat on his lap and kissed him. "I'm sorry. Oh, Rupert, I love you too."

He pushed her away, making sure she stood. He got off the chair before he gave into the sweet temptation of having her touching him. "You don't love me. You're too young to know what love is."

"How dare you presume you know what I'm feeling." She started to slap him again but he caught her hand. She glared at him, struggling to free her hand. "You are an ass."

"You're right. How nice that you won't have to put up with me anymore." He dropped her hand, all the fight gone out of him. "Go home, Willow."

She stared at him for a long moment. "Fine. Goodnight, Mr. Giles. And goodbye."

Willow sat on her bed staring down at her stuffed animals. He thought she was a child. He thought she couldn't possibly know what was in her heart. She blinked back her tears and sighed. Maybe he was right. Maybe it was lust. After all, hadn't it just started recently?

She thought back, remembering how she'd told Buffy and Xander that she thought the new librarian was cute on Buffy's first day of school, before they'd known anything about vampires. She thought about all the late nights the two of them had spent together researching and talking. She thought about the night they'd tried to banish James' spirit from the school and he'd had to save her from being sucked into the stairwell. She thought about how they'd tumbled down the stairs together and he'd been so close to her.

She pulled out her journal and leafed through it. Every page, since the first day they'd met Buffy had some mention of Giles in it. Every day, in the middle of obsessing about Xander or Oz or even Malcolm, she'd mentioned Giles.

"I've been falling in love with him since I first met him," she whispered softly. Suddenly, her world seemed to fall into focus right before it fell apart again.

He was leaving. He was leaving Sunnydale. He was leaving her.

She grabbed her journal and her coat off her bed and bolted from the room.

He poured himself a drink and downed it in one swallow. He no longer felt the pressing need for physical satisfaction, so he flopped down on the couch. He kept replaying her last sentence in his mind. He kept seeing her face, so hurt and betrayed.

But he was doing the right thing. It didn't matter that he loved her. It didn't matter that one simple hug had brought his world crashing down on him. He sighed. It had nothing to do with fate, and he knew it. It was him. He was afraid to love her.

"Well, kind of a moot point now, Rupert," he scoffed at himself. "You've been in love with her for ages, you just haven't had the balls to admit it."

He'd realized it on the way home. It had had nothing to do with the hug really. It was, very simply, she'd managed to work her way into his heart just by being herself. So similar to himself yet so different. He wanted to protect her and love her.

He knew she was too young. He knew there was no possible way for this to work. Her family would refuse to allow him to see her, he could be jailed. He could be miserable without her. He got off the couch and picked up the picture he'd brought home.

Remembering the words he's spoken to Xander and Buffy, he smiled. She was truly the finest of all of us. She was a maze of contradictions. Smart, yet innocent. Shy, yet bold. Funny, yet serious. Young, yet old.

He lived on the Hellmouth. He was a Watcher. He loved her. He looked up into the mirror above the fireplace, wondering how she saw him. Could she love him? This was Willow. She could do anything.

He offered up a small prayer to whatever gods were listening and grabbed his jacket off the back of the couch. Propriety and dignity be damned. Only one thing mattered.

He loved her.

Willow raised her hand to knock just as the door to his apartment opened. They stared at each other for a long moment, neither sure of what to say. "I brought my journal."

He nodded, stepping back to allow her to enter. "I was just on my way to see you."

"Well, I don't want to listen to you right now. I'm still mad at you." She stood in the entryway, leaning against the door. "I want you to look at this." She held out the journal. "I want you to read it and then we'll talk."

He took the book from her and walked into the living room. It was a leather bound journal, embossed with her initials. "I feel a little awkward, invading your privacy."

"It's my privacy. I want you to invade it." She watched him sit on the couch and wandered into the kitchen to give him time. She pulled herself up onto the kitchen counter and swung her feet slowly. The apartment always felt so barren to her. The library was his home.

Twenty minutes later, he stood in the doorway, leaning against it. He set her journal on the table and crossed his arms over his chest.

"Did you see?"

He nodded.

"Do you see?"

"Willow," he held up a hand as she started to speak. "I think we both know that this didn't just start now. It's been building between us since we first met," he paused. "I'm not leaving." He reached up to massage his temples. "I'm a coward."

"No you're not." She whispered.

"I am. I was going to run away, rather than face up to what is happening between us."

"But you didn't…you aren't." She tilted her head. "What is happening between us, Giles?"

"Apparently, we've been falling in love, without even knowing it." He smiled at her, his green eyes sparkling. "I wanted to deny it. I wanted to pretend it was just lust, because lust fades. I knew, if I loved you, I'd never be able to walk away."

"And if I didn't love you, you weren't willing to take that chance. So you just believed that I didn't?"

"I couldn't let myself believe that you did. I couldn't risk…I love you, Willow."

"And I love you, Rupert." She slipped off the counter and moved easily into his arms. "I know you're afraid. I am too." She looked up at him. "But I trust you with my life…and my heart."

The familiar sexual tension was building between them, but this time it was tempered with a different sort of need. He touched her face, smoothing his thumb along her cheekbone. "There are more complications in this one moment than in most people's entire lifetimes."

"I'm pretty sure that, if we can stop the world from ending on a regular basis, we can keep this a secret for a little while." She leaned into his caress. "Can I ask you for something? And make it all a little more complicated?"

"What's that, Love?"

"I've been aching to have you inside me since yesterday afternoon. I've had the most frustrating day of my entire life, walking around perpetually on the edge of an orgasm. Rupert…will you please take me to bed?"

He laughed aloud, his voice rich and thick. "I'm hoping we can make it that far." He swept her up into his arms and headed for the stairs.

Willow was making it very difficult for Giles to carry her upstairs. As they left the kitchen, she wrapped her arms around his neck, and pressed soft kisses under his earlobe. He groaned, "Willow, stop that this instance."

"Why, don't you like it?" she whispered as she slid her tongue along the curl of his inner ear. He nearly dropped her and his body shook with longing. Giggling, she moved her kisses to his jaw. "I'm assuming that moan is an affirmative answer?"

Giles removed his arm from under her legs and let her slide down his body. She felt his erection hard against her stomach as his hand slipped under her sweater and pressed her more tightly against his body. Wrapping her legs around his waist, she rubbed herself against him, her eyes shining into his.

To keep from falling to the ground and taking her right there, Giles turned and sat down on the stairs. He moved swiftly to claim her eager mouth. He felt the tip of her tongue run across his lips, before slipping back into her own mouth. He slid his tongue in after hers and groaned as she sucked him deeper inside.

Willow gasped for air as they broke apart. "Wow."

He couldn't help but chuckle. "Wow, indeed." He slid forward so he was balanced on the very edge of the stair. "Now, do you promise to behave long enough that I can get you up the stairs and into bed?"

She moved her hips slowly, deliberately. "I don't want to wait."

"Trust my experience with this one, Willow, you don't want to have sex on the stairs." He hooked his arms around her waist and stood carefully. "The bed will be far more comfortable."

She arched her back, pressing her breasts tantalizingly close to his mouth. "Whatever you say. Rupert."

He groaned harshly, the sound of his name on her lips like an aphrodisiac. He climbed the steps quickly, sighing with relief as he made it to the landing. Easing her body into a standing position, he slid his hands under her sweater, lifting it up over her head.

Willow felt her body flush as he moved her away from him so that he could appraise her. She instinctively raised her hands to cover herself, only to find them caught in his and pulled down to her hips.

"Don't. Let me look at you." She ducked her head shyly, as he smiled appreciatively. "You're lovelier than I dreamed."

She looked up, surprised. He brushed her full lower lip with his thumb as the rest of his hand gently caressed her face.

"Why are you so surprised, Willow?"

"I didn't…you've seen…I like that you think I'm beautiful." She blushed an even deeper red.

"Very beautiful." His hands smoothed over her shoulders, down to her lace covered breasts. His breathing was erratic, catching in his throat as his hands took liberties he'd never imagined he'd be afforded. He trailed feather light touches over the hard tips, so dark even through the lace. One hand slipped between the two soft mounds and snapped the front hook of her bra.

Willow took a deep breath as he moved the lacy material away from her skin. Her nipples hardened even more, throbbing in the cool air of the apartment. He was gazing down at her, looking as though he'd never seen anything like her. Taking advantage of his stupor, she moved her hands up and loosened his tie. She slipped it from underneath his collar just as his hands began massaging the tender flesh he'd exposed.

"Rupert," she breathed, straining forward for his touch. She fumbled with the buttons on his shirt, wanting the offending fabric off of him so that she could rub her aching nipples against the rough hair of his chest. Her fingers moved rapidly, almost frenzied as his warm, practiced hands stroked and massaged her, tweaking and teasing the hard tips, leaving her whole body squirming in need.

She tugged the shirt free of his slacks and moved his hands away from her so that she could rid him of it. Once the oxford had joined her sweater and bra on the ground, she practically clawed at the undershirt, needing it off of him.

Giles pulled the thin cotton over his head, barely remaining standing as her arms encircled him and she began rubbing her chest against his. The contrast of hard nipple and soft skin on his heated flesh was overwhelming. He gathered her into his arms again and walked them into the bedroom.

Willow's nails dug into his shoulders and she raked her breasts across the expanse of his chest, her whole body shivering with every stroke. With barely held control, Giles pushed her back from him and looked at her. His body ached for her. He knelt in front of her reverently, ignoring her startled look. He ran his fingers along her legs, sliding up under her skirt to the soft satin of her panties.

"I'm going to finish undressing you," he whispered as he guided the material down her legs.

She nodded, her eyes closed as she relished the feel of his hands on her flesh. "Oh. Okay."

A smile quirked the corner of his mouth. He lifted one foot from the floor, easing the shoe from her foot before helping her step out of the material. Setting the foot on the floor, he repeated the gesture with the other one.

This close to her, he could smell the deep, musky scent of her arousal. It seemed to come off of her in waves, and he longed to do nothing more than bury himself in her. Raising his trembling hands back up to her waist, he lowered her skirt to her ankles so she could step out of it. She moved, her knees trembling, and sat down on the bed. "I…I guess I can't quite stand anymore."

"That's all right, love." He moved forward. "Why don't you just lie back for a bit, hmmm?"

She did as he asked, unsure of what he was planning, until the warmth of his breath caressed the tangle of curls between her legs. "Oh."

Her legs spread apart, welcoming his advances. He moved closer and blew a soft stream of air along the cleft of her sex. She let out a shuddering breath, the muscles in her thighs tensing at his sides. With infinite care, he brushed the tip of his tongue across her clitoris. Willow came off the bed at his touch, crying out as the sensation shot up her spine.

He continued his assault, his tongue tracing the swollen nub, giving her pleasure but no relief. She was whimpering softly, whispering his name in plaintive cries. He moved his hands from her thighs to the dark red lips of her sex. Parting them slowly with his thumbs, he moved his tongue away from her clit and slipped it inside her.

Willow's cries turned to mewls of pleasure as the tip of his tongue traced patterns on the sensitive walls of her wet channel. She arched her back, pressing down against his tongue, begging him with her body. Giles licked the taste of her off his lips as he pulled away, glancing up at her prone figure. She was tossing her head from side to side as the ache ebbed and flowed with his touch.

Her eyes opened and met his, glassy with passion and unfulfilled desire. He held her gaze as he slowly slid two fingers inside her, pushing against the tight walls of her vagina. Her breath was nothing more than harsh pants as he pushed deep inside her before pulling out of her. She cried out in protest as his fingers left her empty, sighing in satisfaction when he filled her again.

"Willow," he whispered against the pulsing pebble of her clitoris, "come for me?"

The warm rush of her orgasm coated his fingers and tongue, as he greedily tasted her. He could tell from the soft tremble in her limbs that her body was still far from satisfied, which suited his purposed wonderfully. He eased his fingers from inside her and stood on shaky legs.

He undressed quickly, not wanting to be away from her for longer than he had to. When he was naked, he gathered her into his arms and moved her onto the center of the bed with him. He brushed her hair away from her face and kissed the flushed skin. "Are you all right?"

She nodded. "I think so. But…"

He didn't have to ask what the "but" meant. Her body was rubbing against his, his cock caught between them. Her skin was smooth against his hardness, smooth but unfulfilling. "Don't worry, love. I'll take care of the ache you're still feeling."

She looked at him, her eyes full of love and trust. "Promise?"

"Promise." He rolled her onto her back and kissed her softly. She nibbled his bottom lip before sucking it into her mouth. He moaned happily as he positioned himself between her legs. He rubbed the tip of his cock along her opening, pressing it hard to her clitoris before moving it back down to the rosy pink lips of her sex. He parted them with the tip then froze, reality hitting him harshly. "Fuck."

"Okay," she nodded.

"I don't have…anything." He wanted to scream. He started to pull away, but her hands held his hips in an iron grip.

"I'm on the pill."

Relief flooded him, pushing away his concern as to *why* she was on the pill. He didn't want to know. He smiled, "You're sure?"

"I love you, Rupert."

He thrust forward, "And I love you, Willow."

The barrier broke before he had time to be surprised and she giggled softly as he filled her. They lay still for a moment, both reveling in the completeness of it. She looked up at him, surprised at the tears in his eyes. "Rupert?"

"Sorry, love. I just didn't realize it would feel this right."

She nodded, arching her hips toward him. "I'm told it gets better."

"No," he shook his head. "Nothing could ever feel better than you for the first time."

Willow touched his cheek, catching his tear on her finger. "Make love to me?"

"With pleasure." He moved his hips in a long, slow, circular thrust. She gasped as he pushed even deeper inside her then again as he brushed her clit as he pulled away. "Are you okay?"

"Never better."

"I'll change that," he promised, increasing the speed of his thrusts but not the intensity. She met him with every stroke; her eyes focused on where their bodies joined. His cock seemed to harden even more, knowing she was watching him love her. He closed his eyes, hoping this wasn't just another dream he was going to wake up from.

Her breathing changed and he realized she was fast approaching another orgasm. He met her eyes as he leaned down to kiss her. She wrapped her arms around his back, raising her body off the bed to stay locked in his embrace. She rubbed her nipples against his chest once more and he cried out, exploding inside her.

He felt Willow's body moving beneath his and knew he hadn't been the only one who'd lost control. He opened his eyes to stare down at the woman he loved.

Tears were running down her cheeks and he moved away from her, desperately afraid he'd hurt her. "Willow? Willow, love, are you okay?"

She nodded, sending more tears trailing across her face. "It was perfect," she whispered.

Tears of joy then. He pulled her to his body, wrapping her up in his arms. "It was."

Continues