Disclaimer: I don't own them, please don't sue.

Rating: NC-17 PWP, mostly. I think a little plot snuck in when I wasn't looking. I tried not to let it, but you know how Buffy and Giles are. Sneaky and stubborn. Sigh.

Pairing: Buffy/Giles

Summary: I really can't explain it. Let's just say they have a reaction to a close shave.

Spoilers:  All of it sort of. This takes place during Buffy and Willow's sophomore year at UC Sunnydale. Giles works at the Sunnydale museum.

Distribution: Solo, WYWM if they want it, anyone else please just ask.

Feedback: Yes, please, no flames though.

*Emphasis*  <thoughts>  "Yes Giles!" sex  "yes Giles!" <VEG> (I put that in for Gibberish)

Giles was finishing his evening tea, when the door to his flat opened, and Buffy cautiously poked her head in. "Buffy, hello. Is everything all right?" He asked, concerned. Even though they'd regained the comfortable relationship that they had lost the previous year, it was still unusual for Buffy to show up at night, unannounced.

She smiled at him reassuringly. "Everything's fine, Giles. I just, well." She broke off, uncertain of how to continue.

He looked at her, taking in her jeans and light sweater, and the fact that she didn't seem to be upset over anything. Just a little nervous. Or was that embarrassment? Giles wasn't certain. "Tea?" He asked, to give her a few minutes to collect her thoughts.

She grinned, recognizing his thoughtfulness. "That would be nice, thanks."

He returned her smile, and moved into the kitchen to fix another cup of tea. When he returned to the living room, Buffy was sitting on the sofa, idly looking at the book he had been reading. "Something bad?" She asked, indicating the book.

"No, just catching up on some reading. No prophecy lurking. Today." They shared a grin.

Buffy took a sip of tea, then a deep breath. When she spoke, Giles, who had been lost in his own thoughts, was startled. "I have this big exam in two days. In history of all things. And Doctor Shields, the Professor, hates me. He wants nothing more in life than to take up where Snyder left off. I *have* to do well on this, Giles. I have to show him."

He met her gaze steadily. "I have no doubt that you'll do quite well. You're far more intelligent than you give yourself credit for, Buffy. Remember your SAT's?"

"Actually, that's why I'm here. "

"I beg your pardon?"

"You and I made great study buddies. You helped me so much, that I was hoping that you'd. well, help me show Shields. Help me study?" She pulled out all the stops as she looked at him. She pouted; her eyes wide and hopeful and her hand rested on his forearm. They both knew that he'd never be able to resist.

He quirked an amused eyebrow at her, recognizing her ploy, and the fact that she knew that he would. "Of course, Buffy.  History you say? Did you bring your book?"

Buffy gave a relieved sigh. "Thanks, Giles. No, I didn't bring it. I'll stop by after patrol and bring it, if that's okay?"

"Certainly." He paused. "W-would you like me accompany you on patrol?" He asked hesitantly.

"Yeah, then it *will* be like old times." She smiled warmly at him.

So Giles grabbed his crossbow, a few stakes, and a short sword and off they went. They stopped by the dorm and Buffy retrieved the book.

As they sat in the cemetery, not long after, Giles reflected that it *was* like "old times", as Buffy had said. As he watched Buffy dispose of a rising vampire, he couldn't help but wonder why she had thought that this would a hardship for him. Then he realized. She still hadn't gotten past the idea that she was a burden of some kind for him. He shook his head. <Time for a talk with my Slayer. > He just didn't know what else he could say to convince her. Telling her the absolute truth was out of the question.

He smiled sadly as he thought of her possible reaction to being told that her forty-six year old former Watcher was in love with her. Buffy was basically a very tenderhearted girl. She'd try not to hurt his feelings. Then she'd go into full denial mode, review every word he'd ever said to her for hidden meanings, and put even more distance between them. Most definitely not worth his peace of mind. He'd have to go with a carefully edited version of the truth. They had established that he cared about her personally. He'd just have to play to that.

He sighed as Buffy bounced back to his side. "What's wrong, Giles?" She bit her lip. "D-did you want to go home now?"

Now his sigh was exasperated. "No, I do *not* want to go home. I *want* to be here. With you. Why is that so bloody difficult for you to believe?" He demanded.

Buffy took a step back from his vehemence. She knew that he was right. One time in the five years they'd been here he'd been too busy for her. But that one time had shaken her to her foundation. Giles could prefer a woman's company to her. It had stunned her. "I-I believe you. I'm sorry, Giles." Her shoulders slumped.

Giles felt the anger and irritation go out of him. He clasped her shoulders in his warm hands. "No, I'm sorry, Buffy. You just sell yourself so short, sometimes, and it makes me quite unreasonably angry. You *know* that I care about you a great deal. Just accept that *this* is where I choose to be. And that I want to help you in any way that I can. All right?
She smiled warmly up at him, moss green eyes meeting jade green eyes. "Okay." Buffy realized that they'd been staring for too long, and pulled away with a nervous laugh; uncertain about why she was nervous.

Giles released her shoulders with a blush. He sat back down on the c ement bench and picked up the textbook. Buffy sat next to him. He began by questioning her, and finding what she knew, and what she was uncertain about. Then he gently led her through the labyrinth of information to what she woul d need to understand.

When patrol was over, Buffy walked back with him to his flat, and they studied some more. When Buffy left, she thanked him again for his help. Then she gave him one of her 500-watt smiles.

"You're always welcome, Buffy. Remember that."

"Yes sir." She saluted him sharply. Then giggled as he threw a pillow from the sofa at her. "Good night, Giles."

"Goodnight, Buffy."

She closed the door softly behind her.

Buffy came back after class the next day, uncertain about what time Giles would be home from work. When Giles came in, three hours later, he found Buffy sitting on his sofa, legs curled under her, book open on her lap, and a soda on the table in front of her. She had dozed off.

Giles smiled at the sweet picture she made. Then grimaced at his own foolishness. He moved to the kitchen and fixed himself a cup of tea.

As Buffy climbed up through the fog of sleep, she became aware that she wasn't in her bed. She sat straight up, knocking her book to the floor. Giles was sitting next to her, and bent to retrieve her book.

"Didn't you sleep well last night?" He asked as he handed her book back.

"Weird dreams." She replied evasively, blushing as she remembered one of her more vivid dreams involving Giles.


"Just weird," she said wryly.

"Ah." He said, understanding that, at least.

Giles helped her study some more. When it grew late, he once more went on patrol with her. They made the circuit of the parks and cemeteries, ending up where they had been the night before. In a cemetery, at one of the stone benches.

Giles had opened the book and begun quizzing her, when several vampires suddenly surrounded them. Buffy gasped at the abruptness, then rose, stake in hand. The history book fell to the ground as Giles stood at her back facing the other way.

Buffy and Giles fought hard for what felt like eternity, but was in reality about 20 minutes. When the last vampire turned to dust, Buffy and Giles faced each other breathlessly.

"Are you all right?" Giles asked, grabbing her shoulder. His concerned eyes fell on a bleeding scratch on her cheek.

She allowed him to hold her steady as he gently swiped at the scratch. "I'm fine. You?"

"Yes." His hand stilled on her cheek, as his eyes searched hers. "Are you certain that you aren't injured anywhere else?" His voice had been deepened by worry. Buffy hadn't faced that many vampires in a long time. But she had done magnificently.

Her eyes met his. "Really, Giles. I'm fine. I can't believe you didn't at least get hit on the head." She said with a smile, her breath finally coming back to her.

e laughed, quietly. Without realizing it, he still caressed her cheek
with his thumb. "No. I'm uninjured."

Their eyes still held. Neither would ever be certain who made the first move, but suddenly they found themselves holding each other tightly,lips meeting in a desperate need to be as close as possible.

Giles felt the cement bench at the back of his legs, and allowed himself to fall onto it, pulling Buffy's willing body with him. She straddled his lap, her lips still melded tightly to his. Her arms had been around his neck, but now they trailed down his chest. She squirmed on his lap, causing his rapidly hardening penis to press against her wet center.

Giles wasn't thinking, just feeling, when the warmth of Buffy's hardened nipple under his palm brought him abruptly back to reality. 

They were making out at night in a cemetery in Sunnydale. Worse, he was taking advantage of his Slayer's adrenaline high to do things that he knew in his heart that Buffy would never want to do with him. He pulled away from her lips.

She whimpered, then her eyes flew open as she realized that **she** had made that sound. She took one look at Giles' aghast expression, and scrambled off of his lap. She stood in front of him, her chest heaving with deep breaths.

"God, Giles, I'm sorry."

"No, no, Buffy, it's.there's no need. adrenaline is to blame. That's all. Just adrenaline."

"Of course." Buffy beat down the flash of disappointment. That kiss hadtouched her in ways she had *never* felt before. "Adrenaline."


They looked awkwardly at each other for a few minutes, and then turned as one to leave. Giles stopped and picked up Buffy's book. He held it nonchalantly in front of his erection.

When they reached Giles' place, he went immediately to the fridge and got out two bottled waters. He handed her one. Buffy went to take a drink, but stopped to watch Giles. As he downed half the bottle, a drop of condensation trailed down the bottle, then his throat, finally disappearing in the chest hair just barely visible at the open neck of his shirt.

nBuffy could feel her nipples tightening and knew she needed to get out of there. For Giles it had been a reaction to the situation. Adrenaline, as he had said. She couldn't tell him that she had been thinking, and worse, *dreaming* about it for a while. He would never stop stuttering if she ever told him.

"I-I should go, Giles." She gestured toward the door.

He nodded, having no intention of coming out from behind the concealment of the counter. "Goodnight, Buffy."

"Yeah, um, goodnight, Giles." And she scurried out the door.

"Well done, old man. Scared the poor girl. Bloody good show." He looked down at himself. Then he looked at the half full bottle of water.

When Buffy burst back in a minute later, Giles had just stepped into theliving room. "I forgot my book.," she trailed off. Buffy took one look at his wet crotch, then the empty bottle of water sitting on the counter. She looked again at his clearly visible erection, outlined quite well by the damp jeans.

She raised her eyes to his red face. "You lied to me. 'Just adrenaline', you said."

"I-I," he broke off as he looked at her and saw her hardened nipples even through the two layers of shirts that she wore. "Y-you agreed." He pointed out.

"Then we both lied." She licked her lips, then their eyes met. They met in the middle of the room, lips fusing together, hands fumbling with clothes.  Buffy gasped as he literally ripped her shirts and bra off of her. Then, his large hands were on her breasts, kneading and caressing. Buffy pulled his shirt open, sending buttons flying everywhere. He moaned against her mouth as she ran her fingers through his chest hair, scraping her nails gently over his nipples.

He unfastened her jeans and slid them down her hips. Buffy kicked them off along with her shoes and socks. Giles' hands cupped her bottom and he lifted her so that her breasts were level with his mouth. Buffy wrapped her legs around his hips, locking her ankles behind him.

He pulled one of her nipples into his mouth, sucking and pulling on it. Buffy arched in his arms. He moved so that they were braced against the door. He slid two fingers into her from behind, groaning again at her extreme readiness.

His brain shut down as he fumbled with his zipper. He finally got it unfastened and pushed his jeans and boxers down. He reached for her panties, ripping them easily at the seams. He let her slide a little down his body, then thrust deeply into her, filling her waiting core.

"Oh God! Yes, Giles!" He was already so close that, at her words, he had to stop, or he'd never be able to take her with him when he went over. Or so he thought. Then, he felt her tighten around his penis as she orgasmed. His thrusts grew frenzied for several minutes, until he heard her call his name again. "Yes, Giles, ooooooh!" And she arched against him as she came even harder. He lost all control then, letting his own orgasm hit.

He held her tightly to him as they slowly came down. He rained kisses on
her face and throat, finally returning to her mouth as he felt himself
harden again inside her.

He moved them away from the door, unhooking her legs, although leaving
them around him. He stumbled to the sofa and carefully dropped on it on
his back. When Buffy realized where they were she sat up, sending him
even deeper. "Oh God, yes!" Was all she managed to say as she rode him
frantically. His hands were on her hips guiding their pace, and forcing
her even further down against him.

"Giiiiiles!" She screamed as she came. Giles followed her seconds later.

Buffy collapsed on his chest, her breathing ragged, as was his.

When she regained her breath, she kissed him deeply.

"Giles, that was. I have no words, but it was."

"Yes, it was rather, er, yes."

"I never knew it could be so., well, like that."

"I suspected." He grinned at her.

"How long, Giles?" She asked, tracing little patterns in his chest hair.

He frowned in confusion. "Buffy, you know rather certainly how long.."

She blushed as she cut off his sentence. "That's not what I meant, although while we **are** on the subject, let me just say, *oh my God*, Giles. You should definitely do more than Watch."

"Actually", he smirked at her. "You're 'on the subject'."

She gave him a playful slap on his chest. "Ha ha." She paused. "I meant," she looked sternly at his still grinning face. "I meant how long have you wanted to do that?" She gestured vaguely at the door.

"That in particular, or make love with you?" He asked semi-seriously.

"Make love." She answered quietly. Still a little embarrassed that her Watcher had brought her to such heights so quickly.

He pulled her to him. "Do you know that no one has ever made me want them so badly, so

easily? Sometimes all you had to do was smile a certain way. Or stand where the light hit you just so," he caressed her hair. "I've wanted you desperately for quite a while now. Since," he stopped, embarrassed to admit it. She patted his chest in a comforting gesture, silently urging him to continue. "Since just before your seventeenth birthday."

She gasped. "H-how could I never know that, Giles? Am I *that*.?"

"No," he hushed her by pulling her to him for a deep, shattering kiss. "No, I never meant for you to know, Buffy. You had more than enough to deal with."

"I love you, Giles."

"I love you so much, Buffy. So very much."

She nestled against him, and they fell asleep, still fused together on Giles' sofa.