She saw two people standing underneath an oak tree on the far side of campus, next to the boundary fence. The taller figure shifted his stance and a beam of sunlight glanced off of a pair of spectacles. <Giles,> she thought as an argyle vest swung into view...which made the smaller shape next to him the slight figure of one of her two best friends in all the world. <Buffy...> Willow ducked her head, mixed feelings of guilt and anger making her wish to avoid being seen by either of them.

The two figures walked toward the front entrance of the school, their steps oddly in sync for people of such disparate heights. As they came closer, Willow could discern the intently concerned expression on Giles' face as he gazed down upon his young charge, and she felt another flash of guilt. Buffy's face bore evidence of the same exhaustion that Willow herself felt, and Willow knew that her friend's burdens were much heavier than her own. Buffy didn't have a choice when it came to the battle that was her life; she could never walk away. And deep down Willow knew that she herself *did* have a choice. Her guilt intensified as she realized how close she was to abandoning her friend to fight that battle alone.

<Or not quite alone,> Willow thought, her gaze narrowing. She watched as Buffy looked up at Giles, her expression brightening momentarily as she responded to something he said. Giles' reply was accompanied by a wry quirked lip, and as the pair passed within twenty feet of Willow, she could hear the bell-like sound of Buffy's laugh. They disappeared inside the school, oblivious to Willow's presence...and everyone else's. <It's like they're in their own little world, just the two of them,> Willow mused. <But I suppose that makes sense...> She frowned as she stared at the momentarily empty doorway. <Doesn't it?>

"So she gave me a can of mace," Buffy continued as Giles pushed open the doors to the library. "For my *birthday*, can you believe it? And I'm like, 'Mom, we're not in LA anymore.' And she says, 'I know, but I don't know if you've noticed that some *strange* things have happened in this town since we moved here.'" Buffy rolled her eyes and Giles stifled a laugh.

"What did you say?"

Buffy dropped her books on one of the wooden tables with a loud *bang*. "What could I say? I told her I hadn't noticed any strange things happening...except for my principal being eaten and my science teacher turning up headless, of course..." Giles felt a stab of remorse as he saw shadows darken her eyes at the mention of one of the few teachers in the school who'd been willing to give her a fair chance. The familiar, perpetually-stifled anger that burned in his chest at the injustices Buffy was forced to endure arose again to choke him. He blinked back his frustration and concentrated on her words.

"So she said she thought it would be a good idea for me to have some way to protect myself," Buffy continued ironically. He stifled another laugh at the chagrin on her face, and wondered for the millionth time if perhaps it would be better to enlighten Mrs. Summers about just how remarkable her young daughter was. So incredibly remarkable...

Abruptly he shook his head to clear it. "So what did you say?"

"What could I say? I said 'Thanks, Mom, I'm sure it'll come in handy'." She flopped down in her chair with a sigh.

Giles sat down next to her. "Surely that isn't all you received for your birthday - a can of mace?"

Buffy leaned forward and rested her chin on her hands. "No. Willow and Xander got me this really cool leather bag I wanted, and Mom bought me some clothes and a way technical calculator. And the party at the Bronze was nice..." Her voice trailed off on a sigh.

"It might be none of my business," he began tentatively, "but you don't seem very happy about turning seventeen."

She closed her eyes and tilted her head forward until her forehead touched the polished wood. Her hair fell around her bare shoulders in sun-kissed waves. "I'm not," she replied, her voice muffled. He could see her back muscles tense through the thin material of her cotton halter.

"Why not?"

She sighed and turned her head to peek up at him through a streaming curtain of hair. Her eyes were suspiciously bright, ringed by dark smudges that offered mute testimony of too many late nights and incipient insomnia. "I don't feel seventeen, Giles. I feel like I'm a million years old. I feel like I've been pancaked by a semi, and it takes all the energy I have just to get out of bed in the morning..." A single tear escaped to roll down one smooth cheek. "Sometimes I think I left a part of me back there in hell when I died...and all that's left is someone cold and hollow, lost somewhere between dead and alive..."

He flinched at the mention of the horrible fate he hadn't been able to avert, mute testimony to his failure as a Watcher. The thought of Buffy dead was a pain he never cared to revisit; the very idea nearly tore the breath from him. "It's quite natural for you to feel some lingering effects from that experience," he said, hating his own proper, emotionless tone. He wanted desperately to draw her into his arms, to offer what comfort he could...<but that way lies madness...>

"Effects?" Buffy retorted, her face coloring with anger as she sat up in her chair and flung her hair back over her shoulders. "That *experience*? Geez, Giles, you make it sound like I had a bad day at the dentist. I *died*, for God's sake! Doesn't that matter to you at all?"

Giles reached for her hand in an attempt at a soothing gesture. Buffy pulled away from his touch as if stung by an electrical charge. She pushed back from the table, overturning her chair in her haste and fury. Neither of them noticed.

"Of course it matters Buffy. You are extremely important..." <To me,> his mind continued...but he couldn't say the words.

"To the fate of the world," she finished, swiping back miserable, furious tears. "I know, Giles, I've heard it all before. I have a duty to save all mankind." Her lower lip trembled, but she drew herself up with dignity and squared her shoulders defiantly. "I'd really hate to put you through all the irritation and inconvenience of finding another Slayer to drive absolutely bat-crazy. Don't worry, Giles," she finished bitterly. "I know *exactly* how important I am to you." She grabbed her books, slung her leather bag over her shoulder and fled the room in a flash of tanned legs and flying hair. Her departure sucked all life from the room, leaving the stillness of utter misery.

Giles remained seated, staring down at the polished tabletop, her wounded voice ringing in his ears, mingling with her fading footsteps as she retreated down the tiled hallway. He closed his eyes, pained beyond words. <Why is it I never know quite what to say to you?> he wondered miserably. Slowly he pulled his hand from his pocket to reveal a small, gaily-wrapped package. "Happy Birthday, Buffy," he whispered.

Buffy's headlong flight came to an halt outside of the door that led to first-period biology, but she couldn't bring herself to reach for the doorknob. The sounds of teenaged voices drifted through the crack underneath the door - excited whispers concerning weekend plans, who was dating whom, who *wasn't* dating whom... She closed her eyes as the light shining through the windows in the hallway reverberated in her tired eyes and intensified the pounding headache at her temples. She couldn't face that bright classroom and the young, optimistic faces with their petty problems and insignificant concerns. <Who cares about biology?> she wanted to scream... and she wanted to scream it at Giles, she realized suddenly. <He acts like it doesn't matter at all that I died. He doesn't even care!> Deep down, she realized that she'd mentioned her birthday celebration to him to gauge his reaction. She'd been hoping for flustered guilt at his forgetfulness, and perhaps a belated card or a nice dinner at the Bronze. <I'm not even *that* important to him!> she concluded bitterly.

Buffy glared at the closed classroom door. "To hell with this," she muttered, turning toward the exit that led outside, but the bright sunlight didn't look inviting. It loomed overhead like an oppressive white-hot blanket just waiting to smother her. Idly, she wondered if some vestige of vampirism had affected her in the Master's lair, just enough to make daylight an anathema, without the accompanying bloodlust. But whatever the cause, she wanted shadows, quiet, and solitude, she realized, longing for the library. The irony inherent in that longing - considering her scholastic record - wasn't lost on her, but she knew it wasn't the books, the darkness or the silence that drew her...it was Giles. Unfortunately, there was no way she could face him after her emotional outburst. <Not that he didn't deserve it!> she thought mutinously.

She stood in the hallway, paralyzed by indecision, until a familiar figure rounded the corner at the far end of the hallway. It was Xander, running full-tilt to avoid another tardy for first period. Suddenly she couldn't bear to talk to him, to see the puppy-like quest for approval and affection in his eyes. Usually she could sympathize with his unrequited feelings, but today her emotions were too raw and explosive, and she feared saying something rash that she could never take back. If he so much as looked at her funny, she would either burst into tears or stake him through the heart, and neither outcome was particularly appealing. <I've got to get out of here!> She turned and fled through the outer doors into the suffocating sunlight.

"Buffy?" Xander called uncertainly as he glimpsed her fleeing form. Shrugging, he wrenched the door to biology open, noting without surprise the empty stool where Buffy usually sat. <Must be some vampire thing,> he concluded, sliding in next to Willow. She offered him a distracted smile as the lesson began.

It was a springtime tradition for those in the vampire-know to take their lunch together on brown-bag days, either outside in front of the school or inside the library on rare inclement days. As hot-dog surprise had again made an appearance on the cafeteria menu, they'd automatically decided the night before to bag it. Willow and Xander waited outside on their regular bench for ten minutes before they realized Buffy wasn't coming. "Were we supposed to meet in the dark cave of useless knowledge?" Xander asked lightly.

Willow shrugged. "I don't know. Maybe Buffy's not back from slaying...whatever it is she left to slay this morning."

Xander stood up and grabbed what was left of his lunch. "Let's go see Giles - he should know the date, time, and ghoul-of-the-day. Maybe he can tell us when she'll be back."

Willow sighed, nodded, and gathered up her lunch.

Giles scanned the frontispiece of the book he was holding for the fourth time, the words penetrating his consciousness no more thoroughly than they had the first three times. His mind was a whirling mass of jumbled thoughts and confused emotions, framed by the ever-present image of Buffy's face, streaked with miserable, angry tears. The combined resources of his Watcher training, the chronicles of previous Watchers, and all his life experience offered him no solution to the problem that was uniquely Buffy. He simply didn't know what to do for her. <Thank God she has others to turn to. It seems I'm next to useless to her...>

"Giles? Yo, Giles, you in there somewhere?" Fingers snapped impatiently in front of his face.

"What-? Oh, Xander, Willow, what are you doing here?"

Xander held up his brown bag. "Um, Lunch? That oh-so-delicious meal the cafeteria serves in the middle of the day, usually consisting of various mystery meats that are better off remaining a mystery. You know, it's that thing us Americans do instead of high tea..."

Giles sighed. "*We* Americans, Xander."

"What?"

"It's *We* Americans."

Xander frowned. "Hey, I might not know much, but I *know* that accent screams Masterpiece Theatre - not to mention your fashion sense."

Giles shook his head in exasperation. "Never mind. What are you doing *here* in the *library*?"

Xander and Willow sat down at a polished oak reading table. "We figured this is where Buffy would come when she got done snuffing whatever she went to snuff this morning."

Giles felt a frisson of alarm travel up his spine. "What are you talking about? Buffy left school this morning?"

Xander and Willow exchanged a look. "Yeah, right before first period. We figured she had someone undead to slay. You didn't know?"

Giles slowly shook his head again. "No. I had assumed she was in class." He turned away from them. "She was upset," he murmured under his breath, pinching the bridge of his nose underneath his glasses. "I do hope she doesn't do anything rash..."

"Hey," Xander interjected, disturbed and trying to hide it. "This is *Buffy* we're talking about. You know, the *Slayer*. She can take care of herself, guys."

Willow stared up at Giles, her brow furrowed in confusion. "Why was Buffy upset?"

"We had a...a disagreement of sorts earlier."

Willow tucked a lock of hair behind her ear. "You seemed pretty in sync to me when I saw you before first period."

Giles glanced at her sharply; she regarded him with a steady inquiring gaze. His conscience fought a quick war between a wish to keep Buffy's confidences and a desire to obtain the help she might need from her friends. His concern for her won the battle. "Buffy is...disturbed...by what happened in the Master's lair. One does not simply shake off the experience of dying all that easily."

Xander's expression darkened with memory. "No kidding," he murmured softly.

"I'm not quite sure what to do for her," Giles admitted helplessly. "This is quite beyond the realm of my experience."

"Or anyone else's," Willow pointed out.

"Quite right," Giles concluded, disheartened by the realization that they had no more idea of what to do for Buffy than he did.

Willow glanced down at her watch. "We have to get back to class. Let us know if you hear anything. If she's not back by the time school is over, we can check out all the usual places."

Giles nodded as Willow tugged on a reluctant Xander's arm. He bowed his head when the library doors clicked shut behind them. <Dear God, let her be all right.> His hands clenched into fists of helpless fury.

It took tripping over a protruding root and landing flat on her face for Buffy to become aware of her surroundings. She'd been walking for hours, ever since leaving school that morning, and it was now nearly dusk. The sun, orange and gibbous, peeked over the distant horizon. Suddenly she realized how tired she was, and she collapsed onto the nearest available seat. It took her a few more moments to realize that she was sitting on a headstone in the middle of Sunnydale Cemetery.

<God, even my subconscious is obsessed with the undead,> she realized with a shudder. <No wonder I can't sleep anymore.> She'd been averaging less than three hours a night, no matter how furiously she drove herself in her daily training. The combination of relentless exercise and sleep deprivation had driven her to a point of near breakdown. She recognized the danger, but had no idea how to combat it.

Her fatigue was such that her bed seemed almost inviting now, despite the looming shadows of the horrible dreams that had plagued her nightly ever since the Spring Fling. But she knew that standing between where she sat now and her bedroom door was her mother, doubtless awaiting an explanation for her ditching school that day, if the perpetually disorganized school office had managed to note it down somehow. The thought of another heated confrontation with her well-meaning but clueless mother was enough to make Buffy want to fall asleep where she sat, on top of the flat headstone, like some sort of sacrificial Slayer offering to whatever lucky vampire happened by. She longed for safety and protection and the utter peace of perfect understanding, but that place existed nowhere in the world for Buffy Summers. Some last vestige of self-preservation made her push herself up from the headstone as the last rays of sunlight slipped beyond the horizon. The wind whistled ominously through the trees as the realm of the undead awakened.

Giles fought down the panic that threatened to overwhelm him. He, Xander and Willow hadn't been able to find Buffy, despite a search that had lasted all afternoon. He'd already risked one phone call to the Summers household on the pretext of tracking down an overdue library book. Mrs. Summers had informed him that her daughter had not yet returned home. Buffy's mother hadn't seemed worried, long accustomed to her daughters nocturnal perambulations - he didn't think she was aware that Buffy had missed school that day, and he offered a quick prayer that the school office had somehow managed to overlook her absence entirely. But even a parent as oblivious as Mrs. Summers would notice if her daughter didn't return at all that night. Willow and Xander had called to report that there was still no sign of her, each successive accounting increasing their incipient hysteria. Willow had agreed to pretend to both her parents and Mrs. Summers that Buffy was a last-minute overnight guest for the purposes of a history cram-session, just in case her late return was caused by run-of-the-mill vampire slaying. But as he remembered the fatigue in Buffy's eyes that morning, Giles was uncomfortably certain that Buffy wasn't up to even a slight challenge this evening.

<Why didn't you go after her, you idiot?> His own discomfort with her emotional state was no excuse for dereliction in his Watcher duties. Her fitness to perform her obligations was his responsibility, and he had failed her when he allowed her to flee the library that morning. <*Another* failure...Please be all right, Buffy...I can do better. I won't fail you again...>

A noise outside his front window startled him from his anguished musings. He looked out, frowning, but he couldn't see anything in the inky blackness. Suddenly a frantic pounding sounded on his front door. "Giles!" Buffy screamed. "Open the door! *Giles*!"

He crossed the room in two strides and wrenched the front door open. Buffy nearly knocked him over in her haste to get inside, the pack of vampires at her heels reaching toward him before she added her weight and disproportionate strength to his efforts to slam the door shut. A few anxious moments and near misses later, they were standing toe to toe, staring at each other as the sounds of a frustrated vampire retreat echoed away.

The urge to hug her to him was almost painful in its intensity. She stared up at him with wide, exhausted eyes, the shoulder strap of her tank top partially ripped, her dusty skirt hanging askew. "What happened?" he asked in a harsher tone than he'd intended, all the worry of the past few hours manifesting itself as anger. "Why aren't you armed?"

Tears automatically sprang to her eyes at his furious tone. "I don't know," she admitted dully, bone-weary defeat dripping from every word. "I dropped my bag somewhere."

Giles gripped her shoulders forcefully, one part of his mind forcing his fingers to relax before he bruised her delicate skin, while another part noted how forbiddingly soft that skin was. "Sit down before you fall down," he commanded, leading her to the couch. "What do you mean you dropped your bag?"

She shrugged, the casual movement causing the ripped shoulder strap to slide down her arm. "I was just walking," she began in a low voice. "I had to get out of there, Giles. Everything was just so bright and...*normal* and I couldn't *stand* it, so I left. And I started walking..." She shook her head. "I don't remember anything until almost nightfall. I tripped on a root in the middle of the cemetery and then I realized what time it was." She closed her eyes. "I didn't have my bag anymore and I was just so *tired*, Giles..." Slowly she opened her eyes to look up at him, and he flinched at the soul-deep pain he saw there. "And I wanted to see you...I'm sorry I yelled at you, Giles. I'm sorry I asked you for more than you can give me. I promise I won't ever do it again. Just don't give up on me, okay? Don't leave."

"Buffy-" he began, but the words again wouldn't come. He studied her drawn face, noting the dark circles that ringed her eyes. "When was the last time you got a full night's sleep?"

Her laugh was painfully ironic. "Um, well, let's see...when did we move to Sunnydale?" She shook her head. "Sorry, Giles...I guess I haven't slept through the night since the Spring Fling. Nightmares, you know?"

He nodded. "I thought as much. You need rest, Buffy, or the forces of darkness out there will make short work of the Slayer." He cleared his throat. "You need to call your mother and tell her you're at Willow's studying for a history test, and then you need to let Xander and Willow know you're okay." He glanced out the window into the darkness beyond. "Frankly, I don't even want to risk trying for the car. You can stay here tonight."

Her eyebrows flew up in surprise. "Here?" she asked, her voice rising to almost a squeak. "With you?"

A small smile twitched across his lips. "You can have the bed. I'll take the couch."

She swallowed anxiously as she stared up at him with eyes as wide as saucers. "Okay," she finally said, licking her lips nervously. Giles closed his eyes to avoid looking at her, but opened them again when she made no move toward the phone. They stared into each others eyes for a few moments before Buffy finally looked away. "Um, you have to let go first."

"Of course," Giles stuttered as he snatched his hands back as thought they'd been burned. "The, uh, the phone is over there," he said, waving toward the end table next to the couch. "I'll just go get you something to wear...to sleep in." He flushed unaccountably.

"Okay," Buffy agreed softly. As he turned toward his bedroom, he heard her quiet voice speaking into the phone. He reached the doorway and stared down at his bed, a sinking feeling forming in the pit of his stomach, and his thoughts unconsciously echoed various characters from Buffy's favorite movie trilogy - <I have a very bad feeling about this...>

Giles opened the bottom drawer of his antique oak bureau and pawed through a mound of socks in search of something for Buffy to wear to sleep in, all the while mentally castigating himself for his lamentable lack of casual wear. This was the first time he'd ever had real cause to regret what Buffy termed his terminally unfashionable lack of T-shirts, and there was no amount of money in the world sufficient to make him confess to her why he didn't own any pajamas. <Or do I?> he wondered as his hand struck paydirt in the form of navy silk. He pulled out a set of hardly-worn deluxe sleepwear and momentarily considered offering them to her, but the mental image of Buffy in his navy silk pajamas, combined with the highly embarrassing story of their acquisition - which he *knew* she'd insist upon hearing - made him stuff them hurriedly back in the drawer. Giles sighed as he made his way toward the open closet. <There's got to be *something* in here...>

"I'm *fine*, Xander," Buffy repeated into the telephone for what seemed like the fiftieth time. "I told you, I just lost track of time, but everything's okay now. I'm safe, don't worry."

"So you're bunking with Willow, then?" came his guileless reply.

"Um, no, not exactly," Buffy muttered, a part of her wondering why she didn't just tell Xander the truth. "Look, it's Slayer stuff and it's majorly boring. I'm sure you'd zone if I told you. I'll just talk to you in the a.m., okay?"

There was a short silence, then, "Sure, Buff. See you in the morning."

Buffy hung up the phone, disturbed by the hurt she'd discerned in Xander's tone. She'd noticed something akin to it more and more often in both Xander and Willow's voices since the night of the Spring Fling - a kind of *you're-different-and-I-can't-understand-why* attitude to which she couldn't quite formulate a response. Buffy *knew* she'd changed...did they think she *liked* it? Didn't they know she'd give everything she had to unlearn the things she'd learned and forget all that she'd seen? But she couldn't, and they couldn't understand that - Xander, Willow...and even Angel. <Of all the people I know who know what happened, you'd think Angel would be the one to understand. But maybe he died so long ago that he can't remember that it's not all that much fun.> They kept expecting her to bounce back; she could see it in their eyes, the burning ever-present question - *When do we get the old Buffy back?*

Buffy closed her eyes as sudden tears threatened to overwhelm her; she curled into a ball in the corner of the couch, rubbing her arms to warm her suddenly chilly skin. <When do *I* get the old Buffy back?> she wondered disconsolately. Her brooding was interrupted by a sharp pain digging into her side, and she reached back to dig underneath the sofa cushion - unearthing a small, festively-wrapped box. <What?>

"Giles?" she asked as he re-entered the living room, some sort of garment dangling from his hand. "What's this?"

He flushed slightly and pushed his glasses up in a gesture she had always found geekily adorable. "That's, um...well, that's your birthday present, actually."

Her heart skipped a beat. "A birthday present?" she whispered softly. "For me?"

Giles managed a smile. "Of course. You didn't think I had forgotten, did you?"

Buffy bit her lip, suddenly uncertain. "Actually..."

Guilt flashed across his features. "I'm sorry, Buffy. I was going to give it to you this morning, but-"

"But I wigged out majorly," she finished, chagrined. "I'm sorry about that, Giles. It wasn't you... it was just *everything*, really. Life's been pretty whacked out lately, you know?"

He nodded, exhaling slowly. "I meant what I said this morning, Buffy," he ventured tentatively. "It's perfectly natural for you to feel confused...changed by what you went through. Don't downplay the trauma you endured - you have every right to feel its effects. Don't beat yourself up about it."

She managed a tired grin. "Gee, Giles, that sounded almost American."

"I'll admit, you and your cohorts aren't doing my vocabulary any good," Giles replied wryly, then fell silent for a moment. "Would you like to open it?" he asked finally.

"Um, sure," Buffy said, swallowing nervously. She slid one ice-blue fingernail underneath the sliver of tape that held the wrapping closed and pulled it back to reveal a flat velvet jewelry box. She held her breath as she snapped the lid open. "Oh, Giles..." she breathed.

He cleared his throat. "I realize that my perception of what is stylish doesn't exactly jibe with yours, but I received some very helpful advice from someone with a modicum of fashion sense." He grimaced at the memory of that long, interminable afternoon spent at the *mall* of all places, and made a mental note to remember to mention his mythical niece to Ms. Calendar again upon occasion, so as to not arouse her suspicions. Though he supposed she might not find it that odd that he'd purchased a birthday present for his Slayer.

"Good call," she managed to say as she gazed at the gold bracelet in her hand. "It's beautiful..." From delicate interlocking links of filigreed gold, tiny charms dangled, winking in the muted light issued by the corner lamp - stars, an angel, a tiny cross...She blinked back sudden tears and looked up at Giles. "I love it. It's perfect."

He took a hesitant step toward her. "You really like it?"

She smiled. "I really do." She held out her arm. "Would you help me put in on?"

He swallowed uneasily. "Of course." He held his hand out toward her, then blinked confusedly at the ball of clothing still clutched in his fingers. "Oh, I, um, found this for you to wear."

She plucked it from his hand and held it up in front of her. "An Oxford shirt?" she chuckled, raising her eyebrows. "Don't tell me you *sleep* in these things, too."

Giles shrugged uncomfortably as the tips of his ears reddened. "Ahem...no, not exactly."

Buffy stared up at him, momentarily puzzled, before comprehension dawned. <Ohmigod, ohmigod, Giles is actually admitting to me that he sleeps in the buff.> The mental image that realization - and her own inadvertent pun on her name - conjured caused her face to suffuse with color. <Don'tthinkaboutit, don'tthinkaboutit...> She gulped and grabbed for the oversized shirt, clutching it unconsciously to her chest. "Thanks."

His smile was wry. "Don't mention it."

She ducked her head, embarrassed, and found herself staring down at the bracelet again. She ran her fingertips over it reverentially, then took a deep breath and looked back up at him. "Would you help me?"

Giles nodded. "Of course." He reached out to take the bracelet and mentally cursed his shaking fingers.

Buffy held her breath as he fastened the catch with the lightest of touches. Each feathery caress of his fingertips sent shivers of electricity up her arm. Her exhalation of satisfaction contained a note of disappointment when he withdrew his fingers once he'd finished. She studied the gold circlet, twisting her wrist so that it caught the light.

"It looks beautiful," he murmured, then looked surprised that he'd uttered his thoughts aloud. "Very becoming," he added, more formally.

"Thanks," she replied softly, disturbed by his perceptible withdrawal. When he made as if to rise from the couch, she stopped him with a tentative hand on his arm. "You don't want to go to bed yet, do you?" she asked, her face flushing again as her mind infused her statement with connotations she hadn't intended at all, but she didn't avert her gaze from his. "I'm too wired to sleep. Could we maybe just talk for a while, or something?"

He nodded uncertainly and sat back down on the couch. "What would you like to talk about?"

She sighed and leaned toward him a bit, unconsciously seeking warmth in the chill air. "I don't know. Anything...nothing..." She sighed again. "Just *normal* talk, you know? The way we all used to gab in the library. Nobody *talks* to me that way anymore. They just *watch* me like they're waiting for me to explode or stake them through the heart or something. I feel like a bug under a microscope."

He shifted in his seat. "I'm sorry, Buffy. I never intended-"

"Not you!" she rushed to correct him. "Never you. You're the only one who doesn't expect me to shrug it off like it meant nothing - like I didn't *die* there in the Master's lair. Even Xander acts like that, and he was there when it happened!"

"Your friends care about you very much, Buffy. They don't mean to upset you."

Buffy winced at the admonition in his tone. She knew how much she owed to Xander and Willow... and even Angel and Ms. Calendar...though probably not Cordelia. *Definitely* not Cordelia. She sighed. "I know they care about me. But sometimes they act like I can't ever have doubts or fears or dreams that don't include offing the undead. I'm not some kind of superhero - I can't *win* all the time, Giles. I wish they could understand that. I wish they could see the kind of danger they're in! I don't want-" She stopped abruptly.

"What don't you want?" Giles asked in a low voice.

"I don't want anyone else I care about to get hurt," she finished softly. She looked up at him, her eyes beseeching, her meaning unmistakable. "Not *anyone*."

Their gazes locked for a moment before Giles looked away, flustered. "I guess that explains a few actions on your part," he remarked, rubbing his jaw meaningfully, but she didn't smile at the jibe as he'd intended.

"I don't regret it," she swore, her voice shaking with the intensity of her emotions. "You would have *died*, Giles. I couldn't have lived with that."

Giles stared down into her anguished eyes. "Nor I," he whispered softly, his lips mere inches from hers. She leaned in toward him, instinctively attempting to bring them closer together, but he jerked back, and the sensuous spell was broken.

He was shaken to the core of his being by the powerful emotions crashing through his body. It was as if every dream he'd ever banished back to the realm of night, every emotion he'd quashed or twisted into something benign, every tempting stray thought he'd expelled from his mind with a ruthless integrity born of sheer terror - it was as if all of them had returned to envelop him inside a hot, swirling cloud of longing with Buffy at its center.

She sat there on the couch, looking up at him with trusting, beguiling eyes, one torn strap of her thin halter top slipping down to reveal a tempting bare shoulder. Her hair was tousled by the wind and the evening's activities, and whatever makeup she'd begun the day wearing had long since rubbed off. She looked tired, bedraggled, heartsore and bereft...and absolutely beautiful. And the expression on her face told Giles that he desperately needed to end their conversation immediately...if it wasn't too late already.

Abruptly Giles pushed himself up from the couch and crossed the room in two quick strides. "You really should get to bed, Buffy," he said, mentally cursing his tremulous voice. "You have school tomorrow." He hated the patronizing tone he'd used, an automatic defense against the surprising, vexing maturity of a young woman he was attempting to think of as a mere child, a duty undertaken, an obligation. He expected a minor explosion in reply to his condescension, and his shoulders tensed in anticipation as he stared out the front window into the endless night.

But the explosion didn't come. "I think maybe you're right," Buffy agreed in a low voice. Quiet footsteps and the squeak of a floorboard accompanied her departure. "Giles?" she called from over near the doorway.

"Yes," he replied, not turning. But she did not continue, so he finally looked over to her.

She stood framed in the narrow doorway, the lamp in the room beyond lighting her hair from behind, outlining her in a glow that seemed to come from within. Her face appeared almost ethereal, and he could see the glint of emotion-filled eyes in the shadows.

"Thanks," Buffy whispered. She held up the cotton shirt as if in explanation...but Giles knew what she really meant.

"You're welcome, Buffy." He took a deep breath and added, "You're always welcome."

She nodded fractionally and regarded him silently for another moment, before slipping into his bedroom and shutting the door behind her. Giles turned back toward the window, but the vision of his mind's eye had nothing to do with the wind-tossed darkness outside. <It's going to be a long night,> he realized, emitting a low, painfully ironic laugh at the droll British understatement of that utterance. <I highly doubt I'll be getting any sleep at all.>

That thought should have concerned him, for a tired Watcher made mistakes. But Watcher devotion to duty, strong as it was, could not make a dent in the growing feeling of utter contentment that had begun to overwhelm him. Buffy was safe, protected, and under his roof, sleeping in his bed. Somehow, for the first time since he'd come to Sunnydale to meet his duty - and his destiny - all seemed right with the world. He smiled. <Sweet dreams, Buffy.>

Whatever hope Buffy had held that an unfamiliar bed and Giles' comforting presence would serve to deflect her nightly terrors had vanished by the time she shot bolt upright, wide awake, at half-past three in the morning. Her eyes darted wildly about the room as the faceless demons of her dreams escaped to inflame her waking fears. <Where am I? Oh, God, where am I?>

She was out of the bed and across the floor in a flash, her panicked gaze scouring the room for potential weapons and finding none. The heavy antique furniture offered no convenient wooden protuberances and the rest of the decor was almost spartan in its plainness...a realization that suddenly calmed her escalating panic. If she knew anything about vampires at all, it was that their decorating sense tended toward the ornate and the grotesque - a style she had once flippantly termed Undead Ugly. Besides, they weren't likely to allow her to sleep once in their power - not without adding a few decorative holes to her neck, anyway.

<So it isn't vampires,> she concluded - which didn't necessarily eliminate all manner of other horrors that could be manifested by the Hellmouth. But she couldn't quite picture the male equivalent of the she-mantis locking her up in a room that looked like a monastic cell, devoid of the slime and goop and giant mutant eggs that characterized the usual places.

A partially open closet door caught her eye. She eased along the wall and opened it further, revealing a rack of ties designed for the fashion-challenged. Relief swept over her - she'd recognize those ties anywhere. <Giles...> As though his name were a catalyst, the events of the evening crystallized in her memory and she sighed softly, gazing down at the soft cotton shirt she wore as impromptu pajamas. It was warm and comfortable, but a poor substitute for an embrace.

Buffy crossed the room and crawled back up on the bed, burying her face in one of the pillows. It smelled of leather and mint and musty old books - in other words, it smelled of Giles. She inhaled deeply and smiled.

Giles rubbed his neck tiredly as he turned the page of the leatherbound tome he was reading... or attempting to read, anyway. He'd given up any effort to sleep over an hour ago, after spending the better part of the night trying to ignore the lumps in his couch while staring up at his living room ceiling. <I must remember to paint it,> he noted to himself, glancing up at the heretofore unnoticed waterstains.

He looked back down at the book and found himself unable to remember what topic he'd been researching. Sighing, he shut the volume and removed his glasses, giving up as obviously futile his efforts to keep his mind off of Buffy. He could feel her electric presence emanating from inside his bedroom; she drew him like a siren, and it was a call he was finding difficult to ignore. Her arrival at his house the previous night had forced him to face several truths about himself that he'd been avoiding for a very long time.

<That's what I was researching,> he remembered, staring down at the closed volume of Watcher lore. <Reasons for relief of duty.> He could not imagine that this situation had not come up before somewhere in the long history of Watchers and Slayers. Surely it would be seen as sufficient grounds for reassignment. Unfortunately, he was having problems imagining his life without Buffy in it, and *extreme* difficulty believing in his ability to stay away from her, knowing the dangers she faced every day. How could he be sure another Watcher would understand what she needed and give her everything she deserved?

<Another Watcher...> The mere idea caused an almost physical pain.

But how could he stay now that he'd admitted his feelings?

He groaned and laid his head down on the table, burying his face in his arms, as he envisioned the expression on Buffy's face if she ever found out how he felt. She'd be shocked and horrified, and, worst of all, she'd lose the trust in him that was the vital foundation of their Slayer/Watcher relationship. If he hadn't known it before tonight, he now understood the extent to which Buffy felt her isolation from the rest of the world...and she'd come to him for companionship and understanding. What would it do to her if he took that away? Did he have a right to do so merely for his own peace of mind?

Buffy paused momentarily in the doorway to the living room, fascinated by the picture Giles presented as he slept peacefully at the dining table. He was wearing a robe - one exactly like she'd pictured him having, just like all those stuffy English guys on the shows her mother watched on PBS. She had always thought they looked vaguely ridiculous in their overdone silk and velvet dressing gowns and those weird ascot things that looked like a cross between a noose and a muffler, as if they had to dress up to go to sleep or something. But Giles didn't look ridiculous - he looked delightfully, dangerously sexy. His hair was rumpled, and one leg, dusted lightly with golden hair, peeked out from beneath the fold in his dark maroon robe. Buffy tiptoed around the table, suddenly possessed by a desire to see his face, serene and relaxed in sleep. This was such a different side of her Watcher.

Giles shot bolt upright, startled, as Buffy crept into his field of vision. She jumped back guiltily. "Giles! I thought you were asleep," she blurted, staring down, fascinated, at the vee of exposed, surprisingly muscled chest visible between the gaping lapels of his robe. Her mind emptied of all thoughts but one - <Ohmigod, I was right! He *does* sleep in the buff.>

Giles stared at her silently as he tried to control his rapid breathing. His surprise at her appearance had quickly transformed into emotions infinitely more dangerous. She stood in front of him, clad only in an oversized Oxford shirt and a smile, her golden hair cascading down her shoulders like a brilliant waterfall. Intellectually he knew that the shirt, which reached almost to her knees, covered more of her than the scanty outfits she habitually wore to school, outfits which he had somewhat successfully managed to train himself to ignore. But the implied intimacy of her wearing *his* shirt ignited a fire of desire deep in his belly. He wrenched his gaze from hers, desperately searching for a way to put that fire out. "You should be sleeping, Buffy," he replied in a harsher tone than he'd intended.

Her eyes clouded, resulting in an upsurge of guilt from Giles - he hadn't meant to upset her. Her next sentence informed him that he wasn't the cause of her distress, however. "I had a nightmare," she confided.

His compassion overcame his trepidation and he gestured to the chair next to his. "Do you want to talk about it?"

Buffy sank into the chair, nodding, as Giles attempted to ignore how the shirt hiked up on her thighs as she sat down. "It was the Master's lair again," she whispered as she stared down at the center of the table, clearly disturbed. "It always starts like that. It doesn't always end the same, though..." Her voice trailed off and she was silent for a few moments; then she took a deep breath and continued, "Sometimes I die there again...sometimes I don't..." She looked up at him. "And sometimes I'm not the one who dies."

The pain in her eyes was too fierce for him to remain detached. He reached over and took her hand in his. She squeezed it gratefully before averting her gaze again. "Have you ever thought about how it must feel to know exactly how you're going to die?" she asked in a low voice. "The way people with advanced AIDS or terminal cancer or something like that must feel, you know? You don't know the exact day or the exact time...but you know it's coming, sooner rather than later."

"It must be terrifying," he agreed in a quiet voice.

She nodded slowly, her gaze still locked on the polished tabletop. "It must be..." Finally she looked up at him again. "But in a way it sort of frees you, too, don't you think? Because it makes you realize that there's no point in putting off getting what you want from your life while you do other things. There's no point in waiting to go to Disneyland *next* year, or teaching yourself to speak Chinese *someday*..." Her lip quirked impishly. "Or waiting until hell freezes over to learn to use a computer..."

He smiled at her joke. "I see your point."

Her smile faded and her expression grew shuttered again. "I know how I'm going to die, Giles," she whispered softly. "Someday something is going to kill me. Something stronger than me, or faster than me, or just luckier than me on one particular day. And then I'll be gone...and there'll be no more Buffy Summers. And I won't have done any of the things I want to do with my life. I'll never go to college, or find a great job, or get married, or have kids..." Her eyes brimmed with tears and she swiped at them angrily. "Someone else will rise to kill the demons and the vampires." A lone tear escaped to streak down her cheek. "You'll have someone else to watch and train, and Xander and Willow will find another friend. And my Mom will be sad, but a tiny part of her will be relieved that I won't be making her life a living hell anymore." She let out a painful, ironic laugh. "And life will go on, you know? For everyone but me."

His hand tightened on hers convulsively, and it was probably only her deceptive strength that kept her fingers intact. "You won't die!" he swore fiercely. "You *can't*!"

She looked up at him, her gaze clear and infinitely sad. "But I already did, Giles," she replied simply.

And suddenly she was in his arms as he dragged her from her chair into his lap and hugged her tightly to his chest. She responded by twining her arms desperately about his neck. "You won't die," he repeated fiercely into her hair. "It won't happen again. I won't *let* it happen. I'll die first!"

She pulled back to take his face between her hands and stared up into his eyes, her own blazing with fury and...something else. "No! I don't want you to die. *I'd* rather die than have you leave me, Giles. Don't you understand that? I can't lose you. I won't!" Her nose was mere inches from his, and he could feel the soft exhalation of her rapid breathing across his cheek. "I'd rather die than lose you," she repeated. "I'd rather die than be alone..."

Giles was hypnotized by the vehemence in her tone and the anguish in her gaze. "I'd rather die than lose you, too, Buffy," he replied slowly, stunned by the realization that he wasn't only referring to the possibility of her death. <I'd rather die than leave you to another Watcher...to another man...>

The both fell silent as they stared into each other's eyes, the distress of the past few moments slowly fading away to be replaced by other, more disturbing emotions. Buffy suddenly became aware of exactly where she was sitting - on Giles' lap, in Giles' arms. The Oxford shirt she wore had bunched around her waist, leaving nothing between their bodies but the thin cotton of her panties and the flimsy silk of his dressing gown. She raised tentative hands toward his chest and trailed her fingers across the mat of curly hair to push the robe back on his shoulders. "Giles..." she whispered longingly as the muscles bunched beneath her fingers.

"Buffy, no..." he replied, his voice almost a croak. The desire he could see on her face stole his breath away. Never had he considered that his feelings for her would be reciprocated - never but in his wildest fantasies, at least. Yet here she was, in his lap, giving every evidence of wanting him as much as he wanted her. But the chivalry inbred in generations of Englishmen prevented him from taking advantage of a girl so obviously upset and distressed. "You're not thinking clearly."

"Don't tell me what I think, Giles," she replied as she flattened her palms and rubbed them down his chest. "Don't tell me what I feel..."

He groaned as she slipped her hands around his waist underneath the robe and pulled him toward her. He could feel the soft mounds of her breasts through the thin cotton of the shirt. "Buffy, we can't..." he replied, even as his arms tightened around her.

"Why not?" she whispered, ducking her head to trail a tentative kiss down his neck. The robe had fallen all the way off of his shoulders and down his upper arms, effectively trapping them against his side. "Because you're my Watcher? Because I'm the Slayer?" She kissed his shoulder blade one last time before tilting her head back to look him in the eye. "I don't care, Giles. I want to be with you. And you want to be with me," she added certainly. But her illusion of bravado was broken by her next hesitant question. "Don't you?"

<Tell her no,> screamed the rational, responsible part of his mind. <Tell her you don't want her. Tell her you see her as a child, a responsibility, an obligation.> He knew she was too inexperienced to understand the purely physical - and highly obvious - evidence of his desire for her. He could crush her fantasies and end his own torment right now...but what would that do to her? How would that lie affect her? How would she handle feeling more alone than she already did? <But she and I together... it's not possible!> He closed his eyes and inhaled deeply as he prepared to dash both of their hopes and dreams permanently. He looked down at her and opened his mouth to speak.

She gazed up at him, eyes shining, lips slightly parted, soft and swollen with the evidence of her passion. All logic and rationality flew from Giles' mind as he moved infinitesimally closer, hypnotized by her beautiful eyes. "Buffy," he breathed.

She brought her lips up to meet his, tentatively at first, but then more assertively as she became caught up in a wave of desire. He crushed her to his chest, safe in the knowledge that her own strength was more than a match for his. His tongue plunged into her mouth and he savored the hot, wild taste of her. She squirmed on his lap as she attempted to get closer to him, and the feel of her taut derriere on his lap was nearly his undoing. Groaning, he tore his lips from hers and looked down into her dazed, hungry eyes. "Are you sure, Buffy?"

Her answer was another deep, ravenous kiss. The rational, logical part of his mind vanished beneath the burning flames of their mutual desire, and all coherent thought ceased.

It took all the willpower that Giles possessed, but he somehow managed to tear his lips from Buffy's, all the while averting his eyes to avoid seeing her face. He couldn't believe that a kiss from such a young, inexperienced girl could affect him so, but, then, for all her innocence in more intimate arenas, Buffy really knew how to kiss. He stifled the jealous irritation occasioned by that thought.

"Giles-"

"No, Buffy," he managed to get out through clenched teeth.

"No, what?" she asked breathlessly, leaning forward to plant another kiss on his bare chest.

He groaned. "No, don't do that. We *can't*, Buffy."

She tilted her head back to look at him, and he finally managed to meet her gaze. The naked, eager passion in her eyes was nearly his undoing. "Why not?" she asked, licking her lips in an unconsciously provocative gesture.

"Because it's wrong," he replied, pushing her away halfheartedly. She responded by tightening her legs around his waist and inching forward on his lap, and he spent a quick moment ruing the impulse that had led him to pull her into his arms. What had begun as an effort at a comforting hug had quickly ignited into something terribly dangerous. His robe now hung down around his waist, barely covering his body by the grace of a tenuously tied belt. Buffy herself wore only an oversized Oxford shirt, bunched around her waist in a tantalizing display of shapely leg, and her instinctive movements were doing more to arouse him than the most experienced courtesan ever could.

"Buffy-"

"It's not wrong, Giles. I want to. *You* want to. So it isn't wrong." She reached up to caress his cheek.

He flinched at her touch. "You're upset - you're not thinking straight. I won't take advantage of you while you're upset, Buffy."

She surprised him utterly by chuckling. "Do I look upset to you?"

For the first time since they'd first kissed he looked - really *looked* - at her. She was gazing up at him soulfully, her lips slightly parted, her cheeks flushed. Her hand traced delicately through the short hairs on his chest, the bold assurance of the movement a decided contrast to her tentative behavior earlier. <I couldn't tell her I didn't want her,> he realized, <and knowing that I do has made her all the more confident...>

Buffy smiled up at him sweetly. "Well?"

Giles sighed. "That doesn't change the fact that we wouldn't be in this position but for your earlier... *upset*. I understand how that brush with death in the Master's lair affected you, Buffy, but this reaction is disproportionately extreme." He winced as he again found himself hiding behind his vocabulary.

She frowned even as her hand traced lower down his chest. "You think I want to do this because I almost died, as some kind of...I don't know, what does Oprah call it? A life-affirming experience?"

His hand gently captured hers before it could reach its intended destination. "I haven't the vaguest idea what Oprah would call it, but, yes, that's the gist of what I'm saying."

She regarded him silently for a moment, before surprising him by wrapping her arms around his neck and hugging him fiercely to her. "We're going to have to work on that self-esteem of yours, Giles," she murmured into his neck. "It's almost worse than mine."

Her warm breath on his skin was driving him crazy - not to mention the feel of her soft breasts against his chest. The thin cotton material of the shirt wasn't much of a barrier. "Buffy," he murmured, extricating himself gently from her embrace, "I have no idea what you're talking about."

She curled a hand around his neck to toy with the hair at the nape. "You really don't, do you?" she asked. "You honestly think there could be no other reason for me to want to make love to you. Certainly not just because I *want* to."

He closed his eyes. "You're a very beautiful young woman, Buffy. You could have-"

"Anyone I wanted?" she finished. "I don't think so, Giles, but, then, that's not the point, is it? And if I can have anyone I want, then I want you." She watched a pained look flash across his face. "Why won't you believe me, Giles?" "I *want* to believe you," he finally admitted in an anguished, defeated whisper. "But-"

Buffy reached up to frame his face between her hands. "Look at me, Giles," she commanded. "*Look* at me." He slowly opened his eyes and gazed down into hers. "You remember what I said earlier about not wanting to *wait* for things, not wanting to put off doing what I want until it's too late?"

He nodded.

"*That's* what my time in the Master's lair taught me, Giles. To discover what I want, and to *do* it, without being afraid of being rejected or being embarrassed..." She traced his eyebrows with her index finger, a rueful smile appearing on her face. "Or at least not letting that stop me." She took a deep breath and looked him straight in the eye. "I don't want to do this because I want to have sex with *someone*, Giles. I want to do this because I want to make love to *you*."

He stared down at her wordlessly for a long, endless moment. "There's no going back, Buffy. You do realize that, don't you?"

Buffy released a breath she hadn't know she'd been holding. "I don't want to go back, Giles. I never will." Her palms slid down his cheeks to caress his shoulders. "I *want* this," she vowed, her voice low and vehement.

His hand reached up to cup her cheek. "Then you shall have it," he replied, covering her lips with his. His touch was light, delicate...still questioning after all her assurances.

She responded by crushing him to her, her deceptive Slayer strength aiding in her effort to be as close to him as possible. He deepened the kiss, his tongue sweeping her mouth in a blatantly possessive carnal gesture. Buffy moaned low in her throat and wrapped her legs around his waist, locking her ankles behind his back.

Giles reached blindly for the edge of the table and used it to aid him as he stood on shaking legs. His other arm supported Buffy's back, but the assistance wasn't strictly necessary. Buffy clung to him as if fused by the heat of the desire between them. Her long hair cascaded over his bare shoulders as their kiss continued, uninterrupted, while he made his way to the door of his bedroom, more by instinct than anything else, as his vision clouded with passion.

Buffy didn't release her hold on him until he stood next to the bed in which she'd awakened a few short, endless minutes ago. She unlocked her ankles and slid down his body slowly, the tactile contact of their heated skin sending screaming shivers of desire up her spine. When her feet finally touched the floor she looked up at him with shining eyes.

He caressed her cheek gently with one hand. "So beautiful..." he murmured, leaning down to trace her jawline with a kiss. Buffy smiled as she angled her neck to give him greater access, reflecting wryly that her movements proved how much she trusted the man. Baring her neck wasn't something she did for just anybody.

She ran her hands down his chest, delighting at the feel of the crisp hair against her sensitized palms. She paused momentarily as her fingers met the soft silk barrier of the belt of his robe - the only thing covering his nakedness. The pause registered in Giles' passion-drugged senses, and he pulled back, wondering if she'd changed her mind. She merely smiled at him, her cheeks flushing hotly, before returning her gaze to his waist. Despite the silk covering, his desire for her was more than obvious, and Giles held his breath as he wondered what she would do.

Buffy reached a tentative hand toward the trailing end of the belt and gave it a tug. The knot melted away and the robe slid to the floor. Her eyes widened - despite <de rigeur> childhood experiences with Playgirl and various biology textbooks, this was most definitely a first for her. There was so much the printed page could not convey, like the white-hot heat of desire and utter longing. "Giles..." she breathed, wrenching her gaze away to look up at him, trepidation and excitement mingling in her eyes.

He reached for her hand and cupped it gently. "It's just me, wanting you," he murmured, expending great effort to remain still and allow her to become used to him. He placed her hand on his chest and caressed one of her cheeks again with his palm as he kissed the other softly.

Buffy smiled in satisfaction as his chest muscles reacted to her touch. She turned her head to capture his lips with hers, slipping her tongue into his mouth and twining it with his. Her hand, emboldened as well, slid down his chest toward the evidence of his desire.

Giles' breath caught as her nimble fingers found and encircled him, the pleasure that erupted at her touch more powerful than anything he'd ever experienced. He moved toward her, pressing her back until her legs met the edge of the bed. She sat down without letting go of him or ending the kiss, and suddenly they were lying next to each other, limbs intertwined.

Buffy rolled over until she was lying half on top of him, lost in a hazy maelstrom of pleasure. Her hands roamed over his body at will, finding all his secret sensitive places. A heady feeling of power overcame her as she realized how much her smallest touch affected her usually calm, unflappable Watcher. Not that the reverse wasn't also true, but dimly she realized that he was allowing her to accustom herself to his body, and she took every advantage of the invitation, driving him wild with her adventurous fingers...and lips.

It was almost too much for Giles as she branded his buttocks with soft kisses. But he was determined not to lose control and deprive her of the passion she had every right to experience. He reached down and hauled her upward until he could reach her lips with his, and commenced to lose himself in a deep, searching kiss.

After long, heady minutes of that, Buffy finally tore her mouth away and swung her right leg over his chest, straddling him across the waist. She could feel his eager, questing, impatient member through the thin cotton barrier of her panties and ground her pelvis into him in instinctual response. She was rewarded by a starburst of pleasure that filled her entire being.

Giles groaned, his face flushing hotly with his effort to maintain control. He regarded her from under heavy-lidded eyes. "No fair," he muttered thickly as his hands encircled her waist.

"No fair, what?" she replied, leaning down to trace his left nipple with her tongue, effectively silencing him for a moment. When she finished with the left she lavished the same care on the right, until he braced his hands on her shoulders and pushed her up. "What?" she asked breathlessly.

"No fair, you have too many clothes on," he muttered in an amused, chagrined tone, licking his lips.

"You're right," she replied, her breath catching as his hands snuck underneath her shirt to caress her belly. "I think that's majorly unfair..." Her voice trailed off as his hands moved up to find her breasts, full and ripe and aching with desire. He squeezed them gently and rubbed the areolas with the callused pads of his thumbs. "*God*, Giles," she breathed, arching her back to allow him greater access.

"Not quite," he chuckled as his hands caressed her sensitive nipples. "But I feel pretty all-powerful at the moment."

Buffy regarded him hotly from underneath her eyelashes. His face was flushed, his eyes dilated with pleasure as he fought to control his harsh breathing. She reached for the top button of the shirt and unfastened it slowly, pleased by the way his breath caught, even as his hands continued their gentle onslaught. He made no move to help her, and she reached the last button with the shirt still hanging in front of her, blocking his view. She licked her lips provocatively as she slowly pulled the two halves of the shirt apart. The look on his face was enough to stop her own breath.

"Oh, *my*..." Giles managed before pulling her roughly toward him. He seized one white globe with his lips, lathing the sensitive peak with his tongue, as he kneaded the other with dexterous fingers.

Buffy had never felt such intense pleasure in her entire life. She yanked her hands through the sleeves of the shirt and tossed it back toward the floor as she rubbed against his chest in an attempt to achieve the maximum amount of skin contact. His mouth left her breast to meet her lips again as he pulled her down on top of him, legs to legs, hips to hips, chest to chest. Buffy felt as though her body would explode from the pleasure.

"More," she whispered when they finally came up for air. Giles kissed her again as he rolled over, coming to rest on top of her like a living, breathing, incredibly erotic blanket. Her mind barely registered the absence of his right hand as his left continued to stir her breasts to peak sensitivity. His knees came to rest on either side of her waist and she moaned a protest as he pulled away from her. The silver flash of the small packet caught her eye and she flushed, unaccountably embarrassed by the actuality of the condom, even in the face of what they'd been doing to each other. "Good idea," she managed, longing for the renewed, mindless contact of skin against skin.

He gazed at her with blazing, desire-filled eyes. "Do you want me to do it?"

She nodded mutely, and watched, fascinated, as he put on the condom. There was something incredibly erotic about the whole experience, and when he looked back up at her, the expression on her face drove him to kiss her again, covering her body with his own.

His hand traced down her body to find the molten core of her. She could feel the sticky wetness of the cotton panties she wore, irritating her with the barrier they formed against him. Her hips bucked involuntarily as his fingers slipped under the waistband to press inward. "Giles!" she shouted as fireworks erupted in her mind.

"That's it," he murmured, astonished by the incredible wetness of her - she was so remarkably responsive. "Let it happen, Buffy."

Her hips bucked again, craving the touch of his fingers even as she felt the absence of something more. "Now, Giles," she demanded in a voice somewhere between a command and an entreaty. In response, he ripped the material down her legs and moved to cover her.

"Buffy?" he murmured, waiting for her to open her eyes and look at him - a display of mammoth self-control. She lay under him as in every forbidden dream he'd ever had, her golden hair splaying across the sheets, her fair skin flushed and moist with desire.

Buffy opened her eyes and stared down at their lower bodies, poised mere inches from joining, before finally wrenching her gaze up to his face. She reached up to capture his cheeks between her palms. "I love you, Giles," she whispered as she covered his lips with hers.

He moaned low in his throat and plunged downward. Buffy felt a moment's trepidation at the anticipated pain, but the small twinge she felt subsided immediately beneath a deluge of exquisite, pounding pleasure. She pulled her knees up and locked her legs behind him, gasping as her movement sent him deeper within her. "Don't stop, Giles," she managed to say.

"Never!" he swore hoarsely before giving her another searing kiss. She was so hot, wet, and tight that he felt he would explode if he didn't reach his release soon. But he refused to let go before Buffy found her own release; he wanted her first taste of love to be absolutely perfect.

Giles settled into a slow steady rhythm interspersed with deep, carnal kisses. Buffy's hands ran mindlessly over his back as her blood sang and white-hot bursts of pleasure flashed behind her eyes. "*Giles!*" she called again, both pleading and demanding.

"Soon," he gasped, his own senses reeling from overload, but he could feel that she was close. Then her body spasmed beneath him and she let out another scream. *His* name. His body reacted to her voice as he followed her over the edge into endless pleasure. The name on *his* lips was Buffy's.

The End

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