"I don't suppose you have a mint copy of Duschamps' Haruspex?"

"You must be joking." He snapped his book closed, reaching for his glasses at the same time. "Duschamps was nothing more than an over-rated, prognosticator who…"

"Who gave prophecy a bad name."

Giles froze and, for the first time, looked at the woman who had walked through his doors. "My God."

"Goddess, actually."

She was older - certainly almost 30 now - and her personal style had changed. But somehow, the innocent acceptance in her eyes was still there and could only belong to one person.

"Willow?"

"In the flesh. Well, flesh and other things." She grinned. "Hey Giles."

He came around the counter and moved to stand in front of her. He reached out and touched her shoulder, as if to reassure himself that she was real. "What brings you here?"

Lifting her hand, she placed it on his. "Would you believe that I'm looking for a book?" With a soft laugh, she moved her hand away, vaguely disappointed when he did the same. "I didn't even realize…I mean, of all the book shops in all the world and all that."

He nodded. "Well, what book is it? Perhaps I can help. As long as it's not Duschamps."

She named the title and he smiled knowingly. "I take it you're in town for pleasure then?"

A warm blush lit her skin. "I wish. It's for a friend. She found out I was coming here and asked me to play errand girl."

"So you're here on business?" He asked as he went to the book in question. "All I have is first edition."

"Only you could make that be apologetic." She held out a credit card. "She'll adore you." Following him to the counter, she watched his hands as he worked. "I'm here for a conference."

"How long?"

His question held only polite interest and Willow felt an aching sadness. "A week."

"I see." He set the slip in front of her, watching her hands as she signed it. He wanted to ask her everything. She'd been so important to him for so long… "Well, it was a pleasure to see you, Willow."

"You too."

"And I hope you get an opportunity to see some of the city while you're here."

"Thanks Giles." She opened the door and smiled back over her shoulder, disappointment filling her. "I…Goodbye."

"Willow!" He moved quickly, determined to stop her. "Are you…your conference…are you free this evening? For dinner? Drinks? Anything?"

A smile blossomed, setting her face aglow. "Dinner would be wonderful. My last meeting ends at six." Digging in her bag, she pulled a business card from it and wrote the name of the hotel and her room number. "Is six okay?"

"Six…six would be lovely."

"I'll see you then."

Willow paced the small space that was her hotel room, stopping in front of the mirror each time to check over her outfit. It was ridiculous that she was this nervous. This was Giles, for goodness sake. Giles, whom she'd spent hours with her entire high school and college life. Giles, whom she'd stood beside and used to support her fragile self when they'd buried Buffy. Giles, whom she'd lost track of the night of the funeral when he'd walked away from Sunnydale and never come back.

Giles…who was knocking on her door.

Straightening her skirt one more time, she opened the door and smiled. He was standing there, looking completely out of place, holding a bouquet of carnations. "They're beautiful."

"I asked for roses, but it's Friday night. They did me the courtesy of not laughing in my face."

She shook her head. "Roses would have gone straight to my head." She took the bouquet and buried her nose in it, inhaling the sharp, spicy scent. "Besides, I'm more of a carnation type of girl." Looking up over the blossoms, she smiled at him, her eyes dancing with light. "So, where shall we go for dinner?"

"What are you in the mood for?"

"Surprise me." She set the flowers on the table and grabbed her purse. "As long as it's not dry chicken with strangely yellow wild rice, I'm all for it."

"Is that what they've been feeding you?"

"Well, they've been trying. I've been raiding the vending machines. I learned a few things from Xander, you know."

He nodded as she closed the door behind her. Holding out his arm, he smiled. "And hopefully, they weren't all bad."

"With Xander, it's touch and go." She took his arm and moved closer to him. "Show me your city, Mr. Giles and I'll bore you with my life story so far."

"I would wager it's been far more exciting than mine has," he noted as they waited patiently for the elevator.

"I don't know. Leaving town mysteriously has got it all over staying in Sunnydale." She shrugged. "But that can wait until we've both had a few glasses of wine and are far more melancholy. For now, I want to laugh and see the sites."

"Then, my dear, that's exactly what we shall do."

Willow collapsed against the seat of the horse-drawn carriage and smiled dreamily. "This has been the best night I've had in a very long time." She watched Giles as he sat beside her, wondering how exactly he looked so good. Of course, he'd always looked good to her, but she was pretty sure it was a crime to look as good as he did. "Thank you for that."

"Well, I hope that doesn't mean that the night is over," he changed his position so that he was sitting sideways and facing her. "Unless you're tired."

"No. I'm fine. Awake and happy." She shivered slightly. "And a little cold."

"I apologize," he said immediately, grabbing the blanket and spreading it over her lap. Moving closer, he placed it over his own as well, placing his arm around her shoulders as he did so. "Shall we go then and have our wine and be melancholy? Or shall we save that for another night? Let tonight be only sightseeing and silliness?"

"I never thought you would be silly." She snuggled into the crook of his arm, savoring his warmth. "Although I like you silly. Even if silly on you is just an amused smile."

He closed his eyes, drinking in the feel of her. How long had he wondered what it would be like to hold her in his arms as though there was nothing more between them than mutual attraction? But there was, he had to remind himself. Even though she was no longer his charge, she was still the same girl he'd known all those years ago. Looking down at her, noticing the soft swell of her breasts in the low cut blouse she wore, he swallowed hard. Well, perhaps not exactly the same.

"I think wine and melancholy would be best served if we got them out of the way right away. Your place or mine?"

"Mine, I think." She nodded. "We'll save yours for a happy occasion."

He disengaged himself from her, leaning forward to give the driver instructions. When he leaned back, she was staring out at the night and the moment between them was gone.

"So, did you come directly here after leaving Sunnydale?"

He eased the cork from the wine and set it on the table. "Shouldn't we get a little melancholy before we get to the serious questions?" He took the glasses she held out to him and poured them each a glass. "Or are we going to need the drinks before we have them?"

She shrugged and accepted the glass he offered her. "I can start. After Buffy's death, I started working at a local research lab, working on combining science and magic to try and find cures for various things. It was an independent study, an extension of the MIT project I did at college. I enjoyed it and managed to make it into a fairly profitable career."

He took a sip of his wine and rolled it across his tongue in appreciation. Her fairly profitable career had gotten them a very expensive bottle of very good wine. "So I see."

"Oz and I split up, Xander and I gave it another go. Didn't work out. Sometimes you can know someone too well, I think. We started thinking we knew what the other meant and it all fell apart when we found out how wrong we were…or how right in some circumstances."

"I'm sorry."

"Then there was a man from the office, which ended up being an even bigger mistake than say…Xander and Cordelia." She laughed and took a small sip. "So then I concentrated on work, figuring I was a bust when it came to serious relationships."

"And does your work make you happy?"

"Yes. Happy enough? I don't know." She stared into her wine for a moment. "I have friends. And Oz and Xander and I all still talk and do things together occasionally. We don't…we're not actively involved in stuff anymore, but we still know the score. We do what we can."

"I would be surprised were it otherwise."

"Then I was asked to come and attend this conference. I said yes, I got asked a favor by a friend and here we are."

"Here we are." He smiled at her, reaching across the table to touch her hand. "Remind me to thank your friend."

"I will." She smiled. Pulling her hand away, she reached for the bottle and filled up their empty glasses. "Now, you've had some wine. You've listened to my tale of woe and not so woe. Your turn."

"My turn." He said softly. "It started the week Buffy died. I was offered the bookstore by a relative. I'd told them no. I'd informed them that, even though Buffy was no longer officially the Slayer and I was no longer recognized as a Watcher, I would perform my duty as I had been charged. I was her Watcher until her death or mine." He chuckled softly, sadly. "Little did I know…"

"You don't blame yourself…?"

"No. I wouldn't sully her memory by thinking that I had anything to do with her death. She was fighting, as she had always fought. She gave everything she had to save the people that she loved. And she saved us. And only seven of us know what she sacrificed."

"But the seven that know are the seven who it means the most to."

"After the funeral…I didn't see that I had a place there anymore. I mean, I knew that you all looked to me for some sort of guidance, but you were all at points in your lives where an authority figure was no longer needed so heavily. You all needed to be free, especially since the person who held you together was now gone."

"You didn't have to disappear without a trace. I was worried. We all were."

"As I thought you might be. But I had a lot of issues that I needed to deal with…things I hadn't dealt with and that were festering inside me. I had to come to terms with losing a daughter and…and a family. I had to come to terms with the fact that, unless she were to know everything already, there was no way I could share my life with anyone. There was no way I could be a husband to a woman who didn't know about the things that went bump in the night. But I also had no desire to find such a woman." He drained his glass, wondering why he was telling her all of this. Wondering when he'd actually realized what he had spent years doing. "And I had no desire to have a child so soon after I had lost one that meant so very much to me."

Willow bit her lower lip, struggling to control the tears that threatened.

"Oh love, now don't cry." He reached out and wiped a lone tear away. "I don't want you to feel sorry for me. I'm not sorry. It was just a lot to deal with. And when I was done dealing with it, I realized it had been a good several years and I had no way of getting in touch with any of you."

"Did you try?"

"I got as far as picking up the phone several times." He chuckled. "But then I realized that chapter of my life was over and I needed to keep moving forward."

A hurt look crossed her features then disappeared. "Are you sorry then, that I walked into your book store today?"

He shook his head. "No. This isn't going back, Willow. You're a different girl that the one I knew. I've been realizing that all night long. We didn't meet as Giles and Willow again. We met as something a little bit different."

The corners of her mouth lifted slightly. "Thank you for that, I think." Picking up the bottle of wine, she walked over to the small loveseat that took up the majority of the small living area of the room. "I think that's enough melancholy for tonight, don't you think?"

"More than enough." He watched her walk, noting the soft sway she had now that she'd grown into her body. "Although I don't know that it's enough wine."

"Then come over here."

He followed her over to the seat and sank down next to her. He felt the heat of her body next to his. "Actually, I should be heading home. I've got to open the bookstore at ten and I…" He turned to look at her and found himself at a loss for words. She was leaning back slightly, the pulse in her throat pounding, her eyes focused on him.

"You what?" She asked huskily.

"I can't be late."

"You should go then," she agreed, shrugging. "We can save the wine for another night."

"Do…do you have plans for tomorrow?" He tried to stop himself, knowing he was entering dangerous ground. Willow obviously had very definite plans of what she wanted from their chance meeting and he wasn't sure…He smirked mentally. Bollocks. He was sure he wanted exactly what she did.

"Actually, there's a ball. It's a black tie affair." The word affair hung between them, laced with promise. "I would be honored to show up with you as my escort."

"I think I would be the one who was honored." He stood carefully. "What time shall I meet you?"

"I think six would be fine. We could eat, have some more wine." She stood up as well, leading him to the doorway. "Then go down to the ball."

"I look forward to it." He grabbed his jacket and draped it over his arm. "Until tomorrow evening then?"

Willow stood on tiptoe and placed a soft kiss on his cheek. "I can't wait."

The door closed behind him and Giles inhaled sharply. He held onto the wall until he was sure he could manage to walk without losing his balance, considering the majority of his blood had headed south. Slumping against the cool door of the elevator, he closed his eyes and pictured her as she'd been on the couch - relaxed, comfortable and imminently sensual. He didn't know that he could wait either.

Willow pulled the covers up to her chin and sighed. The city lights twinkled outside her window, painting the room with a kaleidoscope of colors. Her heart was still pounding, even though he'd gone over an hour ago. She wasn't sure what had gotten into her. Perhaps it was the wine. Or perhaps it was the knowledge that he was just as lonely as she was, just as submerged in his work, just as much Giles as he was when she spent her whole days with him. Just as much Giles, but just as much someone else as well.

Turning on her side, she reached over to the nightstand beside her bed and brought the picture she carried with her everywhere into the soft light from the street lamp.

It was all of them - Angel, Cordelia, Xander, Buffy, Oz, Faith, Giles, Wesley and herself. She couldn't remember who had taken it, perhaps Mrs. Summers. But it didn't matter. It was one moment in time, before the mayor and Faith's betrayal, when they were all friends, all happy, all the way things were supposed to be.

Lifting her finger to the glass, she traced the familiar lines of Giles' face. She'd missed him so much when he'd gone. He'd been more to her than to anyone other than Buffy. He'd taught her and helped her, held her when things got too intense and eased her into magic so that she wouldn't have to deal with the fallout like he'd done.

He'd been a mentor and a friend. He'd been…he'd been Giles. And, at the time, that word had summed it all up for all of them. But now he was something new and different. He was confident yet sad, assured yet shy. He was the same man he'd been only stronger and better.

And she felt the same way she had when he'd held her at Buffy's funeral. She'd hated herself that day because while everyone had said such sweet, well meant words about her best friend, she'd been flushed with heat from his touch. She'd apologized to Buffy's memory a million times, and she believed that Buffy had understood. Buffy always understood, better than anyone.

But tonight, she'd felt that rush and there was not guilt to temper it. She'd tried to seduce him and he'd turned her down. A small frown furrowed her brow until she realized that he hadn't turned her down so much as postponed her seduction.

Setting the picture on the nightstand, Willow smiled and closed her eyes. A postponement could be a lot of things, she thought, but it definitely wasn't a no.

Giles stood outside the hotel watching as Willow placed her hand on the sleeve of the man she was talking to. She was laughing, her head thrown back slightly. Light was filtering in through the skylights and it seemed to set her hair ablaze. His heart clenched in his chest.

He was a fool.

She was a stunning woman, far too young for him, especially after all of these years. Her eyes danced as she leaned in, whispering something to the man in front of her. His eyes lit up and he moved closer, whispering back. She slapped his arm playfully then pulled away.

She had a lifetime ahead of her and he was foolish to think he might have a place in it. What was he thinking? Why on earth would he assume that, after not seeing each other for over five years, she would want to have much of anything to do with him other than reminisce about the gut wrenching horror that filled their lives so long ago?

Because, his brain reminded him, she wanted you last night.

She wanted someone last night, he firmly told himself. Not necessarily him. Perhaps this young man was far better suited to what she wanted than he was. Looking down at the tuxedo he wore, he shook his head. Time to stop letting his imagination run away with him. She was probably feeling sorry for a lonely, old man. He turned to leave, deciding to call her from the safety of his flat where her green eyes couldn't wound him with her hurt.

"Where are you going?" Her voice was questioning. "My room is very much in the opposite direction."

"I thought perhaps you were otherwise engaged."

"That was Percy," she told him softly, wondering if he would ever turn to face her. "I used to tutor him in high school? He helped us during the Ascension attempt. Now will you please come into the hotel? I'd hate to find myself without a date tonight after I told all the other women at the conference that they were going to be jealous of the James Bond I intended to show up with."

"So there'll be another gent along any second?" He felt the earlier dread leave him as he turned to face her. She was even more beautiful close up. Her business suit clung to her curves, making her seem professional yet womanly.

"Well, unfortunately, Sean Connery was busy this week, so I've settled for you." She hooked her arm with his. "Sorry I'm so underdressed. The meeting ran late. Long-winded speaker. Reminded me of Wesley."

"A lot of bluster and absolutely no idea of what he was speaking of?"

Willow giggled. "Bitter much?" She leaned into him, her wink seductive and playful. "Don't worry, Giles. You were everybody's favorite Watcher. Well, except for maybe Cordelia."

He smiled down at her, guiding her into the elevator. The doors closed behind him and he realized they were alone, much sooner than he was sure he wanted to be. "How is…how is Cordelia?"

"Fine. She actually managed to succeed in LA, after a while. Still helps Angel on occasion, I believe. Xander is teaching, if you can believe that. Oz is still playing, although he spends more time as a studio musician now. He was never really into the whole groupie scene, so he enjoys it more, I think."

They reached her floor and she unlocked the door. "Where did you wish to go for dinner?" He asked.

"Actually," she took off her suit jacket and tossed it over the back of a chair. "I was thinking you could order some room service while I showered and changed?"

"That…" He swallowed hard. The top she wore under her jacket was practically see-through, allowing him the faintest glimpse of lingerie. "That would be fine."

"You remember what I like?" She asked as she ducked into the bedroom, tugging the top over her head as she went.

"I…I think so," he breathed. He hurried to the table, trying to distance himself from the bedroom and the sound of running water. As if it weren't bad enough that she was being so deliberately sexual, his imagination was working overtime and his libido was encouraging him to do things he had only fantasized about.

He placed the order in a daze and forced himself to sit at the table, reciting boring Latin translations texts in his head in an effort to keep himself from walking into the bedroom then the bath and staring at her as long as she would let him.

The knock on the door startled him, sending him shooting out of his seat. He hurried to it, taking the trays from the server. Setting them on the table, he called out to her. "Willow? When you're done, the food is ready."

"Wonderful. I'm starving." She came out of the room, bathed in a cloud of sweet smelling mist. Her hair was wet and clinging to her, curling along the edge of the thigh length, terrycloth robe she wore. "Although it's better than dry, tasteless chicken, vending machine food isn't the most filling."

"I can't imagine that it would be." He sat at the table, struggling to control his breathing and his erratic pulse. He lifted both lids, revealing a mixture of dishes. "I thought we'd try a little of everything."

"That sounds wonderful."

Her voice was pure honey. Giles gestured to the wine bottle, careful not to meet her eyes. "Would you like some wine?"

"That would be nice." She tilted her head, watching him avoid her gaze. A slow, lazy smile lit her face. "Giles?"

"Yes, Willow?"

"If I ask you a question, do you promise to answer me truthfully?"

Sensing danger, he sat still in his chair. "This is one of those damned if I do, damned if I don't moments, isn't it?"

"Is that a yes?"

He pursed his lips and inhaled sharply. "It is if you promise to try and call me Rupert instead of Giles."

"All right, Rupert." She moved her chair closer to the table and leaned forward, resting her chin on one hand. He started as he felt her foot slip along his inner thigh. "Am I exciting you?"

"Miss Rosenberg," he said with a smile, "Are you trying to seduce me?"

Her foot moved until it rested against the very distinct bulge in his pants. "Are you willing to let me?"

His hand slipped down and rested on the soft skin of her foot, holding it to his prominent erection. "We're going to miss your party."

"We'll have one of our own."