"Conference with Principal Snyder."

"Xander?"

"I couldn't tell you." She shrugged. "We don't keep tabs on each other as much anymore."

"I didn't mean anything by it, Wills." Buffy placed her hand on Willow's forearm.

Willow smiled at her. "Oh, I know. I didn't mean it that way." Laughing softly, she shrugged again. "I don't even…it's not a big thing. Well, it is, but not a big sad thing. Just kind of a melancholy thing."

"So…just a thing?" Buffy laughed as well. "Where's the evil one?"

"He's gone off to find some books on some holy order he was mumbling about, sure that he knew what was right and going on. Giles just rolled his eyes and scoffed."

"Scoffed?"

"I think scoffing has become his favorite thing to do where Wesley is concerned."

Buffy jumped up from the table and walked over to the office door. "You think I could find his Watcher's diary and see what he says about me?"

"I don't think he'd keep it in Giles' office. He's not welcome there." She started swinging her feet again, a small smile playing across her lips. She couldn't believe she was sitting here, waiting for Giles, and still able to have a normal conversation with Buffy. "I doubt he'd keep it in the library, since he's really not welcome here either."

"Hmm." Buffy began prowling around the room.

"What are you doing?"

"Looking for little Wesley dropping that might tell me where he's kept his things. He's got to have some place here in the room." She kept walking, darting a quick glance over at Willow. "And where's the honey?"

Willow started. "Oz?" She squeaked. "Oh."

"What do you mean, oh?" Buffy stopped her searching and stared at her friend. "Is there trouble in paradise? Because I thought things were good for the witch and the werewolf."

"They are. He's just out of town. He had a thing for the two weeks of spring break then the minute he got back he had to fly to the east coast for a family funeral. I haven't seen him in forever."

"I wondered. Normally you're brimming over with happy Oz-iness. Not so of the late."

"Well, no Oz, no Oz-iness." She glanced at her watch. "Did you guys get Giles his tie?"

"Sure did. It's in my locker. We're surprising him at home tonight, right? If there's no Hellmouth-y emergency?"

"That's the plan." Willow smiled. Her plan was slightly different. Although the thought of Oz sent a surge of guilt through her. She'd been unfaithful to him. Several times. Though not as often as she'd wanted to be. Giles had promised her that they wouldn't let things slip away in the light of day, but he'd begun feeling guilty, so he'd tried to put some distance between them.

She'd managed to persuade him a couple of times since then, twisting his arm just the slightest bit whenever his defenses were down. Tonight, after a couple of hours of birthday mayhem and dealing with Xander and Buffy moaning about their love lives, she was sure his defenses would be as low as they could get.

And she planned to take advantage of that fact.

"When does he get back?"

"Sunday."

"So just two more Oz-less days?"

"And then lots of Oz." Willow nodded. She wondered briefly if Buffy could find another way to get his name into the sentence. Sighing to herself, she debated what was going to happen once he got back to town. It wasn't fair to him to continue dating him. Not after the debacle of her fluke with Xander. But something inside her told her that Giles wouldn't let anyone know what was going on between them despite his promise. He wasn't going to tell and he wasn't going to let her.

Ever.

And she had a feeling that once Oz was out of the picture it wasn't going to get any easier to convince him to see her. If anything, it would probably get harder. He'd feel guilt and remorse and wrong about everything and it would take all of her powers of seduction to even get him to kiss her.

Both girls looked up as the library doors swung open and Giles walked in with Xander. His green eyes passed over Willow quickly before sliding over to his Slayer. "Hello ladies."

Xander slid down the length of the table, bumping into Willow. "Hello indeed." He hugged his best friend quickly then pulled away, suddenly remembering their no touching rule. He looked over at Giles, who looked away immediately. Lowering his voice, Xander leaned in closer to Willow. "Are we all set for tonight?" he whispered.

"Yes. Buffy's going to distract him from whatever prophecy or such that he finds. You and I are going to be at his house setting up. Buffy's mom is supposed to bring the food by, since she has a car and Oz is out of town." A small sliver of jealousy shot up her spine. Giles had told her he'd been…intimate with Buffy's mother the night of the band candy and Willow had wanted to insist that she not be invited. But it was either dealing with her or putting up with Cordelia for an extended period of time.

"Cordelia's coming." He said softly.

Great. "I see. And why?"

"She did help pay for and pick out the tie, Wills. I wasn't about to tell her she couldn't go."

"Not that she'd really want to, of course." Willow sighed. "Fine. Is she bringing Wesley?"

The look on Xander's face made her regret the remark. She couldn't help it though. Even though she'd put Xander behind her, he was still her best friend and she didn't like seeing him hurt. He tried to hide his emotions as he nodded. "Yeah."

"I…I'm sorry, Xand."

"Don't be. Typical of my life. Love a girl, she moves on. Buffy did it, Cordelia did it, you did it. Although you'd done it long before I realized I…" he blushed. "Never mind. I'll walk you over, if you want."

"That would be nice." She squeezed his hand, violating her own rule, now that she was sure she and Xander were over and there was no danger in doing so. Maybe she'd be better off setting up the same sort of rule with Giles. Because she had a feeling that the fact that they loved each other wasn't going to change his mind about what happened between them.

"What do you mean, your mother wants to talk to me? Couldn't she have just come to the library?" Giles tried to hide his nervousness. Being alone with Buffy and her mother didn't bode well. And what if Joyce wanted to speak to him without Buffy present? He hadn't dealt with her since the band candy incident really and, with Willow so constantly in his thoughts; he didn't want to deal with it now.

Willow. She was always in his thoughts, although he'd prefer she was far more often in his bed. But propriety was giving him fits, insisting that he had no right to ask her for anything. She was young, not even in her twenties and he hadn't the courage to ask her to give up the rest of her life to be with him.

And there was the logistical end of things as well. Things like her parents, her friends, his colleagues. There would be no end to the questions, accusations and strife they'd have to put up with if they even attempted to have a relationship.

No, they were better off apart. If only his raging libido could get that through it's head. More often than not lately, he found himself agreeing to her proposed trysts, sinking into her warm embrace when they could find a moment out of time to be together.

He had to put a stop to it. He had to remember that this was all Ethan's fault.

He felt a rush to his groin and barely caught the groan of desire before it escaped his throat. Being with the two of them was nothing like the sweet, tender loving that he and Willow shared when they were alone together, but it was something just as good.

Christ. Why did Ethan Rayne have to find him again?

Giles blinked rapidly and looked around. Buffy was staring at him strangely. "Are you all right?"

"Fine," he cleared his throat. "Why wouldn't I be?"

"Because I've been talking for about five minutes and you haven't corrected my grammar once." She looked at him suspiciously. "You weren't thinking about kissing my mother again, were you?"

"Good heavens, no!" He shook his head quickly. "I promise you, kissing your mother was the very last thing on my mind. I was…er…thinking of a new exercise regime for you, one that would incorporate more of your fighting style into it."

Buffy continued eyeing him. He was acting nervous enough to be lying. But, since this was Giles, he was also acting nervous enough to be telling the truth. "Okay. But can we talk about that later? This is supposed to be a night off and I'm still spending it with my Watcher and, if that weren't bad enough, my mother. So cut me a little slack?"

"Slack. Right. Of course." He placed the key into the lock and turned it, allowing Buffy to enter first. He flipped on the light switch, wincing at the sudden loud shouts of "Surprise!"

Buffy grinned. "Surprise, Watcher guy."

He smiled down at her, sincere in his appreciation. "Thank you. And you do promise that you've not gotten me a severed arm, right?"

"Absolutely. Nothing severed." She nodded solemnly. "Although Xander might have. It was on your list."

He kissed the top of her head and hugged her, before turning to the rest of the room. Cordelia and Wesley were sitting on the couch; Xander was glaring at them from the chair nearby. Joyce was standing by the fireplace and Willow… "Where's Willow?"

"She was just here…" Joyce frowned. "Please tell me she didn't just disappear? I don't think I could handle that."

"It's okay, Mom. I think she went into the kitchen." Buffy moved to join her mother after giving Giles a very pointed glance, warning him off of Mom territory. If only she knew.

"Well, I think I shall go thank her for the party." He let the swinging door close behind him, moving close to the still figure leaning against the refrigerator. His hand stroked her glorious hair. "What's the matter?"

"Nothing."

"Willow?" He let his hand drift lower, brushing down her back and coming to rest on the soft curve of her ass. "Tell me, love."

"I was just thinking that this all started because I was shopping for your birthday. And if I hadn't been I wouldn't feel so bad about cheating on Oz and the fact that even though you said you love me, you're never going to let us have a chance."

He was surprised at her calm tone of voice. "You feel guilty about Oz?"

"Leave it to you, Giles to latch onto the least important part of the conversation." She pulled away from his hand. "I'm going to break up with Oz when he comes home." Looking over at him, she tilted her head. "Is anything going to change when I do that?"

"Willow…"

"No. That was all the answer I needed. You just go back out there to your Slayer and her mother. I'm going home."

She started past him but he grabbed her wrist. Holding it tightly, he pulled her close to him. "You're not going anywhere. Nothing has changed how I feel about you., even if I haven't... It's my birthday and I'm going to get what I want for a present. Understood?"

"Why should I give in?" Her eyes darkened as he lowered their joined hands to the bulge beginning in his trousers. "What makes you think that I want to be your present?"

He released her hand, closing his eyes as she lightly squeezed the rapidly hardening flesh. "You don't have a choice. I'm the birthday boy. What I say goes." He rolled his hips forward, thrusting into her open hand. "Right?"

Willow bit her lip and closed her own eyes, massaging the flesh through the fabric. She opened her mouth, struggling to breathe. "Oh," she moaned softly. "Yes."

"Hey Giles?" Buffy's voice broke them apart, Willow leaned back against the counter to support her trembling form. Giles grabbed a dishtowel and held it over his obvious erection, turning to face his Slayer as she bounded into the room. "What are you and Wills up to in here? You're not talking about work type things are you? Because this is a party. And fun is to be had by all." She glared at them both for a moment before breaking into giggles. "So come and have some fun."

Giles nodded. "We'll be right out." He noticed Buffy's raised eyebrow and smiled. "And I promise we won't talk about work any more."

She shrugged and left the small kitchen. Willow took a deep breath. "I'm staying the night then?"

"I'd like to see you try to leave."

"How am I going to explain it to everyone?" She moved forward again, pushing the towel away and sliding his zipper down. Her hand slipped carefully inside his slacks to caress his cock through the thin material of his boxers. "I can't see them buying the slumber party idea."

He hissed as her thumb rubbed the moist tip. "You can get a ride home with Buffy's mother or with Xander. I'll just come along and pick you up."

"Nope." She pulled her hand out, smiling at his moan of disappointment. "I'm not giving you a chance to chicken out. I'm staying here." Heading back out to the living room, she threw him a sultry glance over her shoulder. "Find a way."

Buffy yawned hugely then blushed. Everyone was exhausted, sitting around the small living room, none of them wanting to be the first to leave. Finally, she stood. "Well, I don't know about you guys, but I did the big patrol thing earlier, so I'm tired. I think Mom and I are going home."

Her mother started to say something, but Buffy's look stopped her. "Right. Goodnight. Willow? Xander? Did you need a ride home?"

"That would be great, Mrs. Summers. We walked over earlier, but it was much lighter then." Xander stood up, throwing one last look in Cordelia's direction. Something inside him wished desperately that she'd stop him, tell them all that she'd give him a ride home.

But that wasn't going to happen.

Wesley stood, carefully disengaging Cordelia's hand from his own. "Quite right. We should…I should be going as well. I've got a long day ahead, what with the council sanctioned research." He held out his hand to help Cordelia to her feet. "Can I walk you to your car, Cordelia?"

"That would be wonderful, thank you." She beamed in his direction and Xander was overwhelmed with the sudden urge to grab Willow and kiss her senseless. But that wouldn't solve anything and it sure as hell wouldn't make Cordelia want him again. Hell, knowing his luck, it wouldn't make Willow want him again either.

"Coming, Wills?" Buffy grabbed her bag and looked back at her best friend.

Willow glanced over at Giles, her eyes questioning. Smiling slightly, he cleared his throat. "Actually, if it's all right with you, Mrs. Summers, I'll give Willow a lift home in a bit. She's helping me with some research that she was supposed to show up earlier in the library to finish. Since she didn't, for obvious reasons, she's been nice enough to agree to help me now."

Xander rolled his eyes. "Can't he just say, I'll do it?"

Giles smirked in the younger boy's direction. "Fine. I'll do it."

Buffy's eyes narrowed. "Are you sure? Aren't you tired, Wills? And Giles, we have early morning stuff tomorrow."

"I'm fine, Buffy." Willow smiled, trying to ignore the heat that was rising in her. "Giles won't let me stay too late."

"All right. We'll see you tomorrow then." They all filed out far too slowly for Willow's tastes, finally shutting the door behind them. She rushed forward, sliding the lock into place. Turning around, she grabbed the bottom of her sweater and pulled it over her head. Standing before him in nothing but a lacy wisp that he assumed was supposed to be a bra, she smiled.

"Come here." Giles' voice was deep and husky with longing, insistent with need. She sauntered forward, reaching behind her to undo the clasp of her bra. Letting the lace fall to the floor, she moved up until she was pressed tightly to him.

"Here I am." She tilted her face to his, sighing with relief as his lips claimed hers. They were hot and demanding, bruising the soft flesh of her mouth as he wrapped his arms around her bare torso and pulled her hard against him. His cock dug into her stomach, sending slivers of need through her. She wrapped her legs around his waist, her skirt slipping up around her hips.

With reckless abandon, she ground her wet panties against him. He moaned low in his throat and tightened his grip on her. He pulled away from the kiss to bury his face in her neck. She smelled of sunlight and sex, making his legs tremble. "Love," he whispered against her burning skin. "I need you."

"Take me then."

He turned around, resting her bottom against on the top of the couch. He held her until she balanced then pulled back. With no thought to modesty or wearing them again, he discarded his clothes as quickly as possible. Willow watched him with hungry eyes, raising her hands to caress her nipples, tightening the already hard flesh to tight peaks.

He shuddered, kicking off his pants and boxers along with his shoes. He caught her shoulders and tilted them back, lifting her willing body to his mouth. His lips closed over one nipple, sucking the rosy bud with his tongue. One hand left her shoulder and moved to rub the other tight nub between his thumb and forefinger. Willow tangled her hands in his hair, mewling with pleasure. He grinned around the hard tip, nibbling softly.

"Oh!" She cried, her hips surging forward. He held her tightly, not letting her slip off her slim perch as he kissed his was down the valley between her breasts and over to the other nipple. Lavishing the same attention on it, he changed the hands holding her and squeezed the damp nipple he'd just feasted on.

Her low moan reverberated through him, and he pinched a little harder. The moan turned into a lusty cry and he could tell by her writhing hips that she was coming fast and hard. Her cry ended and she panted rapidly, whimpering his name as he continued to lick, nibble and pinch the sensitized flesh.

Her hands pulled his head back, away from her, as the sensations became too much to handle. He grinned hungrily. "Too much for you, love?"

"Not enough." She slipped off the couch and lifted her skirt up to her hips so that she could slip her panties to the floor. They were soaked through with her earlier excitement and the heady smell of her orgasm reached them both. Her skirt fell back down over her creamy thighs and she licked her lips. "What next, Ripper?"

His hand still on her shoulder, he turned her around and bent her over. Willow grasped the couch's frame and rocked her hips, causing her skirt to sway slightly. His fingernails ran along the skin of her back, setting her nerve endings dancing. Trailing them over the material of her skirt, he caressed the soft curve of her ass before flipping the skirt up onto her back.

Her legs were parted for balance, offering him a perfect view of her wet, glistening sex. His fingers ran over the back of her thighs before moving over to touch the damp curls that were barely showing. He watched her knuckles turn white as she tightened her grip on the back of the couch. He rubbed the damp hair against the tender skin then lifted his fingers to his lips. She turned her head to watch him lick the taste of her from his fingers.

She closed her eyes and inhaled sharply, thrusting her hips backward toward him. Giles narrowed his eyes and stepped back so that she couldn't touch him. He'd not paid any attention to his own nakedness until she'd moved, reminding him of the dull throb in his erect cock. Enjoying her frustration, he made a show of licking each finger clean, savoring the taste of her.

"Please?" She begged quietly.

"Please what?" He moved both hands back to her ass, rubbing small circles on the warm flesh. She didn't answer, moaning instead. He removed his hands and stepped away again. "Please what?"

"Please, Ripper?"

He moved back to her and, taking his erection in hand, guided it to her slick passage. He rubbed the tip against her red clitoris before pressing it between the lips that shrouded her tight channel. With a low grunt, he thrust inside her, driving her toward the couch. Willow gasped, groaning her satisfaction as he filled her.

Giles grabbed her hips and set their rhythm, pushing deep inside of her then drawing out almost completely. Her body grasped at him, wrapping him in heat, wet and an aching tightness. They'd made love at least five times more since their first weekend, but still her body was as tight as it had been the day he'd first taken her.

"Giles," she moaned, her body clamping tightly on his shaft. He brought his mind back to the sensations surrounding him, reaching around her waist to capture her hard clit between his fingers. His thigh muscles supported her weak legs as her climax wove its way through her.

Willow gave herself over to the sensations, leaning on his considerable strength. Once the first wave of pleasure had washed over her, she increased the pace of their thrusts, pushing back hard against him. Giles' soft 'ohs' of built up excitement grew louder as her quickened tempo sent him tumbling over the edge.

They fell forward together, only Giles' long arms stopping them from hitting the couch hard. He cradled her back against him, carefully disengaging their bodies. "Can you stand?"

"Barely."

"Can you make it to the bed so that I can ravish you properly?"

"Were we doing it wrong?" She asked with a laugh.

He chuckled as well, the sound rumbling through them both. He stood and helped her to do the same then swept her up in his arms. "Maybe it's not so bad that you can't stand. I get to carry you to my bed."

"I like the sound of that."

"I like the feel of that."

She considered for a moment then nodded. "I do too."

Giles set her on her feet when he reached the bed, his hands moving to unfasten her skirt. He slipped it down over her hips and let it fall to the floor. Lifting her, he watched as she wriggled out of the material. Setting her down once again, he turned her around to face him. "Well, now that I've unwrapped my present, do I get to play with it?"

She smiled shyly, biting her lower lip. Insinuating herself against him, she rubbed her hard nipples against the rough hair on his chest. "What do you think?" She whispered softly.

He buried his head against her neck, trailing hot kisses along the sensitive flesh. "I think, my sweet Willow, that I'm going to like this present much better than the tie."

"Ties have their uses."

"As you showed me last time Ethan was around." He continued nibbling the creamy skin, making his way down to her collarbone. His tongue traced the smooth curve of it before he suckled the tender flesh there. She moaned softly, tangling her fingers in his hair and pulling him back.

"No marks."

Their eyes met and he shook his head. "That's what glamour spells are for, love. Besides, you're breaking up with him as soon as he gets back to town. Remember? Or was that just a threat to get me to take you to my bed?" He slipped his hand under her arms and lifted her onto the bed. She sprawled there before him, her eyes narrowed in need. "Because I don't like being threatened."

"Well, I don't like being ignored."

He knelt down beside the edge of the bed and spread her legs, exposing her wet, hot core. "I see." Moving forward, he pressed the tip of his tongue against the pulsing redness of her clit. "And you feel I'm ignoring you?"

Sweeping the cleft of heat with his tongue, he couldn't help but smile as her body arched off the bed then fell back towards him.

His tongue danced along her wet heat, tracing the hard nub of her clit before slipping deep into her tight passage. She thrashed and moaned as he tormented her, begging him to touch her.

Focussing his tongue's attention on her red, throbbing clit, he carefully slipped a probing finger inside her. Crying out, Willow tightened her already tense muscles around him, drawing him deeper inside her.

Giles' smile was feral as he added two more fingers, thrusting deeply as the tip of his tongue flickered across her excited flesh.

Willow gasped aloud, her body shuddering as her hand reached out blindly, grasping his forearm and digging her nails deeply, breaking the pale skin.

He waited for her trembling to subside before pulling away from her, carefully disengaging her hand from his arm. "Love, you keep doing that, this is going to become impossible to hide."

Her words were separated by deep pulls of air. "You encouraging or discouraging, Mr. Giles?"

In response, he got to his feet and grabbed her hips, sliding her to the very edge of the bed. Letting his hands glide down to her thighs, he lifted her, positioning her opening against the tip of his dripping cock. "Shall I answer your question this way, Miss Rosenberg?"

He impaled her, sliding deeply inside her. Bracing her hands against his legs, she managed to keep her head and shoulders on the bed, as he lifted the rest of her, forcing his cock into her welcoming wetness.

Groaning, Giles leaned against the bed for support as he guided her body to his. Her wet channel grasped at his own demanding flesh, and he could feel the heat of her earlier release covering him with every stroke. His breathing sped up as he felt the tension building and he closed his eyes as he pressed his pelvis tight to hers, losing himself in the feel of his pulsing orgasm.

Willow's green eyes were the first things he noticed as he opened his own. "Sorry. Couldn't quite hold back."

"Don't worry. It's your birthday. You get one free."

He lowered her to the bed, carefully pulling away from her. Helping her to stand, he tugged the covers back then guided her underneath them. "And you've just suffered unrequited the whole night, haven't you?"

Sliding between the cool sheets, she grinned wickedly. "Poor little me." She raised her hands above her head, bringing her creamy breasts to the fore.

He leaned down and captured the offered treat with his tongue, suckling it for a moment before pulling away and walking around the bed. Moving the covers on his side back, he slipped in beside her and pulled her against him. "Poor little you," he whispered in her ear causing her to giggle softly before she relaxed and let herself drift off to sleep.

Continues