Buffy visits Giles late one night. This takes place somewhere between Bad Girls and Graduation Day.

DISCLAIMER: All characters are copyright Joss Whedon, Mutant Enemy, the WB, UPN and whoever else I missed. I don't own these characters, I'm just borrowing them for my own sick pleasure. I'll clean them up before I return them I promise.

Knock..Knock..Knock

Rupert Giles had just poured himself a cup of tea. After spending the last four hours deep in research, he was going to sit down and unwind and try to get some rest. Then he heard the knock on the door.

"Who the bloody hell can that be?" he thought to himself. He looked at his watch. It was 3 a.m.

Before he had a chance to look out the window, he heard her voice through the door.

"Giles! I know you are in there. Open the door. Please!" she shouted.

He opened the door and was looking at what he thought was the most beautiful young woman he had ever known. "What is it? Is there something wrong?" he asked with concern.

"No, nothing is wrong. I just have a problem and I need to discuss it with you," she said with a dangerous look in her eye.

"Well, I'll see what I can do," he said, actually a little worried. "I want to help you."

"Oh, you can help," she purred as she pushed him down on the couch and started kissing him.

"Uh..Buf..wh.." he tried to ask what she was doing, but couldn't get a word out with her mouth on his. "And what a fine mouth it was," he thought.

"Come on Giles, I've seen how you look at me. I know you want this. And to tell you the truth, I've wanted this for a long time too." The longing in her eyes was obvious.

"Buffy, wait. What is wrong with you? You just come over and expect me to just, just - Well, you know what!" he looked at her incredulously.

Realization hit Buffy just then. "Oh my God! What am I doing?!" The embarrassment on her face apparent. But the look in her eyes didn t change. I-I'm sorry, Giles. I better g-go," she stammered. She turned to leave.

"Wait," Giles said as he placed his hand on her shoulder. "Please explain to me what has come over you."

With that, Buffy dissolved into tears.

"Buffy? What is the matter?" Giles was starting to think that Buffy was having a nervous breakdown. Something that wasn't uncommon with Slayers that have been at it as long as she had been.

"I don't know!" she cried. "I've just been thinking about everything - the test, Wesley, Faith. This wasn't supposed to happen Giles! It was always supposed to be you and me. Just you and me. And now so much has happened. And I've never told you how I feel."

"How you feel?" he asked. "No, she can t mean what I think she means," he thought to himself. All the feelings that have been building in him felt like they were about to burst forth. All the feelings he had been trying to control.

"Buffy, you can tell me know," he said barely above a whisper.

"Oh, Giles," she laughed sadly. "Don't tell me you don't know."

"I want to hear it from you," he said.

She looked at him and smiled.

"Giles," she began, "I have known you for over three years now. You have become a very important part of my life. You are my Watcher and nothing can change that. But more importantly, you are my mentor, my anchor, my best friend. You have put so much faith in me. You have given your entire life for me. For that alone, I can't even begin to express my gratitude.

"But even before the test, there has been something I have wanted to tell you. It's something that I don't even recall happening. It was just there one day. Giles, I love you."

All Giles could do was look at her with the silliest grin on his face and the love shining in his eyes.

"I'm so embarrassed about what I did when I walked in." She shuddered at the thought.

"Why did you do that?" he asked her.

"This is going to sound so stupid," she said. "But Faith once told me something that just stuck in my head. She said if I wanted something just take it. 'Want, take, have' she said. And for some reason, I figured, why not. I wanted you, so I needed to take you so I could have you."

He put his arm around her shoulder and pulled her close to him. "Buffy, my beautiful Buffy," he said in her ear. "I don't even know when it happened, but I love you so much, it hurts."

She looked up at him and smiled and reached for him. And this time there was no resisting. They kissed each other passionately. All the feelings that they had for each other came rushing forth like water bursting from a dam. This went on for several minutes before Giles broke the kiss off.

"Buffy, oh Buffy. I can't tell you how long I've wanted this," he told her. His heart was beating so hard in his chest, he was sure she could hear it.

"Me too," she purred. "Gil-"

He put his finger on her lips to silence her. "Rupert. Buffy, please call me Rupert."

"Rupert," she started again. "There is so much I want to say to you. So much I want to apologize for."

"Shhhh," he told her gently. "What is there to be sorry for? This is a new beginning for us. A clean slate."

She tightened her hold on him. Knowing that everything was going to be alright.