Category: BVS Pairing: Willow and Giles. Summary: Takes place after Oz left Willow. Giles is in love with Willow but is afraid to tell her. Willow is so heartbroken that soon she'll be gone to the worls. Will Giles be able to reach Willow before it's too late?

((A/N I'm sorry if some of the things are spelled wrong, but when I typed this up the program I used didn't have a spelling and grammer check. Sorry if the grammer or the spelling confuses some of you)) Chapter 1: The Need

He couldn't believe it, there she sat. A vision of perfectness and beauty. She shouldn't be in tears. Oh if he weren't a coward, he would would rush over to her, pull her into hir arms and make her forget the wanker that used her up than spit her out. But she will nevr feel the same for me. She doesn't even know that i have the slightest intrest in her, and that's how it must always be.

Giles pinched the bridge if his nose. All the brooding was giving him a heaache, if I'm not carefull I'Ll turn into that poof of a boyfriend his slayer has.

He walked over to Willow and placed a hand on her shuddering sh0ulder. "Willow.... is there anything i can do for you?"

She looked over to him and wiped the tears from her eyes. "You can fin a spell to get rid of these feelings and tears. I dont want to cry over him anymore."

Giles shook his head. "Willow, you know how dagerouse it is to be using magik to mess with emotions and feelings."

Willow set her head back on the table. "I knew you'd say that." Tears continung to run down her tear stricken face. "No one can help me now."

There was nothing Giles wanted more at that moment than to take all her pain away. If only there wasn't so much risk in a spell. "I'm sorry" he whispered as he walked toward the door. Right before he left he heard he say something she thouht he didn't hear. "I'll never find love again." Tears came to his eyes as he heard those heart breaking words. They were filled with so much saddness and pain that he almost threw what was left of his relolve to run to her and hold her in his arms.

He was about to do just that when he heard her sigh Oz's name. In that little whisper he heard the love they once had, how much it had meant to her.... and how she will more than likly push him away and from then on think of him as a dirty old man. He left her alone in the shop with her head on the table.

((A/N I'm not sure if Giles owned the shop at this point in the episodes, but this is my story so I can do what I want. He owns the magik box,))

As he entered the training room he seen Buffy beating the poor punchng bag, and she was hitting it harder tahn she usualy did when trainin. "What did Spike do this time?"

Buffy gave the bag one last kick before sending it across the room and gave Giles her full attention.

"You know what i found out? Spike stalks me!"

"What?"

"Yeah, he stalks me... you know... follows me around when i'm out on patrol, he even stands outside my bedroom window when i sleep at night."

Giles pinched the bridge of his nose, trying to control his anger towars the insufferable vampire. "Have you talked to him about it?... or staked him for it?"

The last comment he said hopefully but knew it wouldn't have been done. For some reason all the years Buffy hasn't been able to stake Spike eventhough she has had many chances, especially these last few years when he's been helpless and chipped. However Spike hasn't been able to kill Buffy either, he claims it's because of the chip but Giles knows that's not the reason, even if Spike doesn't. He knows that for some reason Spike and Buffy are meant to be together. He knows that he is the only equal to Buffy an d the only one with the power to make her happy. HE knew, but that doesn't mean he's happy about it.

"NO, I didn't stake him, though i probably should have. But he denied it. He said that even if he was I didn't have any say in what he can or can't do. God, I swear he lives... er, unlives to be a royal pain in my side."

Giles desperatly wanted to change the subject. He dien't want to be rminded of the facts that he could't change. "have you spoken to Willow?"

Buffy sighed "I've tried but all she does is whine and cry about how Oz left her and how she will never find love or happiness again... I don't mean to sound mean or like a bad friend but it seriously gets annoying after a while."

He nodded, even though he kind of wanted to slap her for what she said. But then he too wanted to shake her and tell her to get over it, and Bufy shared their collage dorm.

"Where is Xander? I havn't seen him, usually he comes around to annoy me atleast once a week."

"He got a raise at the construction site and he desided to take Anya to Vegas to celebrate, I just hope they don't come back hitched. NOt that i don't like Anya, but i don't think either of them are ready for that step yet. Besides, the thought gives me the wiggings."

"How long will they be gone?"

"Till Monday."

"Good, that mean i get to go a week with out hearing him call me 'G- man'" He shuddered at the thought of the hated nickname.

Buffy laughed. ":It's not funny Buffy, He drives me crazy with that Bloody name." That, of course caused her to laugh even harder. "Bolloks" He left her to train in the training room.

When he reached the shop front Willow wasn't there. He shrugged atnd went behind the counter to wait to help the customers.

That evening while Giles was sitting in his compfy chair reading on of his many books, when the phone rang.

"Hello?"

"Giles? It's me Willow, The dorms at the collage are being fumigated, a girl a few dors down got all hysterical cause she said she seen roaches, i guess i would be to but-"

"Willow, did you need something or did you just call to tell me about the dorms?"

"Oh, right" Giles could actually see her blush on the other line from her prattling. "My parnts are out of town and Buffy has some family over... and i really don't feel like going to my parent's empty house, could I stay with ou for a few nights?"

Giles felt his heart stop. Willow had stayed at his house before, but Buffy and Zander had also been there. "Uhh. .. of course. Do you need to stay tonight?"

"If I could, i know it's short notice."

"No, dont' be silly, of course you can. I'll go fix the guest room right now."

"Thanks, I owe you one. I'll be over in about half an hour."

Giles hung up the phone and went into one of the upstairs bedrooms. While he was putting fresh sheets and blankets on the guest be he noticed his hands were shaking. "Bloody hell, it's only Willow, she's been here before". but not alone with you. dirty dirty man. Great, now he was talking to himself AND hearing voices. He will probably loose his sanity bfore Willow leaves. When he finished getting Willow's room ready he went back down stairs and fixed himself a drink.

He sat back down in his compfy chair (with his drink) and started reading again. He had barely read to pages and finished half of his drink when Willow knocked on the door and let herself inside. "Thank you so much for letting me stay Giles, I would have been all by myself at my mother's house."

"No problem Willow, it's my pleasure." diry dirty man.

Willow noticed the drink in his and. She knew that he only drank when he was partying or when something is wrong or is making him a little crazy (usually Spike) "What's wrong?"

"N-nothing, why do you ask?" dirty old pervert

"You're drinking, and this doesn't look much like a party."

'Bolloks' "I'm fine Willow, nothing is wrong."

She came closer to him and knelt by his chair. "I know i havn't been really noticing much right not, but i'm not so far gone that i don't notice when something's wrog with one of my friends."

He took a deep breath 'this is it'. "I'm in love with you." Before she could answer he pressess his lips to hers. At first she weas about to pull away from him, then he felt her return the kiss. She put her arm around him to hold him closer to her.

When they finally pulled away for air Willow said "Oh Giles." but then she said his name over again, as if tying to get his attention. "Giles, Giles!"

Giles snapped awake and seen Willow standing near the door.'must have been a dream' yeah a dream, a dream of you being with a young collage girl you dirty dirty man. "Did you just get here?"

"Yeah, sorry i woke you up, you looked like you were having a good dream, but i figured you didn't want to spend the night in a chair, no matter how compfy it's supossed to be."

"Thank you." He set his drink down and took off his glassess and rubbed them with his hankerchief. "Follow me, I'll show you to your room" dirty perverted old man. He got out of his chair and headed for the stairs. Once in her room, Willow set her stuff on the bed. "have you already eatn or would you like me to fix you something?"

"I ate, thank you."

"Alright then, I"ll leave you then. Good night."

"Good night Giles, and thanks. I really don't want to be all alone right now." Tears were starting to creep into the corners of her eyes.

"Willow..." Giles said softly. It really broke his heart to see her sad. He pulled her into a comforting hug. "He was a fool, you shouldn't cry over him". She pulled away and wiped the tears from her eyes. "I know, I don' want to.... But I just can't help it....i loved him."

Giles put his hand to her cheek and brushed her tears away. They found their faces being very close, almost touching.

Finally sense came back to Giles and he pulled away from her. "Well, it's late." He walkd to the door way.' :Goonight." He pulled the door shut.