A/N: I'm currently obsessed with this pairing. Story's set during a slightly alternate timeline, beginning from the end of season two and running through season three. Buffy is seventeen now so I think that makes her and this story legal, though maybe not all that moral. Some of the conversations are taken from the episodes, which means I do not own them, or the character obviously, I mean this is FAN FICTION after all, and a few were altered to fit the plot of my story.I'm sure you'll know the difference between what's mine and what belongs to the wonderful writers of the Buffyverse. All rights belong to Mutant Enemy.

Episode setting: Season two episode Becoming part 2 & Season three episode Anne.

I Just Want To Feel Something

Buffy shot up in bed breathless and disorientated, her mind abuzz from the dream she'd had every night since fleeing Sunnydale. Only it wasn't a dream, it was a memory and a super charged one at that. She'd tried to forget everything about that day; it was just too painful and confusing. She'd lost Angel that day, then she'd lost Giles, though thankfully not in the same way. It had all been a blur once her fight with Angelus had started. She'd been running of auto-slayer, it was all vivid colour. The early morning light, the gleam off the sword in the vampires hand as he stood over her, taunting her. She had thought about letting him kill her for the briefest of moments. Just to stop the pain but then she'd remembered her friends and Giles and she'd known she couldn't allow them to die because she wasn't strong enough to face a life without Angel. So she'd fought on. Falling back breathless against the pillow, she allowed her mind to go back to that morning almost three months ago. Buffy closed her eyes and allowed the memory to flood her mind. It was a route now, waking up from the dream and then lying awake replaying the thing over and over in her head.

Three Months Earlier.

Sunnydale, California.

It had been both the hardest and the easiest thing in the world to plunge that sword through Angelus. She'd stood back and watched as he'd been sucked into the hell he'd been planning to unleash on the world. When it was over and the rising sun began to cast shadows across the mansion, Buffy stood staring at Acathla, a strange sense of numbness taking over her body.

She didn't remember leaving the mansion, walking through the dawn covered town. She didn't even remember making a conscious decision as to where she was going. All that she knew was that she couldn't think and couldn't feel. Buffy stood in front of Giles's apartment, just staring at the door. Her gaze took in the imperfections in the wood for an age, at least to her warped sense of time, though in fact she's barely been there ten minutes. Finally her hand reached out and turned the handle. She should probably go home, something in the back on her numb brain noting, after all Giles was probably at the hospital getting his injuries checked. But she couldn't go home. Her mom had made that perfectly clear. So she pushed open the door and walked silently into the shadowed orange glow of Giles home, her gaze scanning the surrounding expecting the see the weird guy from earlier. Instead she only found Giles.

He was on his feet the instant he heard the door open. Grunting in pain, his hand pressed to his side. He hadn't expected to see Buffy, but was actually grateful to. He rushed towards her. "Buffy?" he breathed, halting to stare down at the young woman. She looked empty. A feeling he understood and sympathized with. After all, as much as Angel had become the monster he'd once been, she had still loved him and if there was one thing Giles could understand it was losing someone you loved.

Buffy stared up at the watcher, her mind a blank and her body cold despite the approaching summer heat. She wanted to speak, knew she should probably debrief him on the nights events, but was unable to get any words out. So she just stood there numbly watching her watcher as he watched her.

"Buffy?" he murmured softly, his hand gripping her shoulder.

Buffy's head turned to stare at the hand as the first spark of feeling and warmth radiated through her.

Giles pulled his hand away swiftly, instantly becoming his usual awkward self. "You should go home, forget school today and just rest."

Buffy wasn't listening; she was staring at her shoulder, bemoaning the loss of Giles's touch. The cold was returning, with it the numbness. She turned her gaze up to her watcher who was looking at her with deep concern. He touched her again, a little shake of her shoulder. Buffy continued to stare at him, soaking in the renewed warmth. It had been so long since any one had touched her. Not even Angel's touch had felt like it.

She was walking, she realised, being led to the couch but Giles. He forced her to sit then left her and she whimpered at the loss. He returned quickly though, sitting beside her, he handed her a glass of amber liquid that smelt dreadful, but she drank it on his instruction. It tasted as bad as it smelt. When she'd finished, he'd taken the glass from her and placed it on the table, then he turned to her again. He was talking but Buffy wasn't absorbing anything. She could only think about wanting to chase away the cold and numbness that held her body captive. Whether it was that need or the drink Giles had given her she didn't know, but one of them took control, had her reacting on her instincts without a thought for the consequences, had everything moving in a blur of sunlight and shadow.

Buffy's slayer skills worked to her advantage, catching Giles off guard as she launched herself at him, her hands gripping the sides of his face, her mouth muffling the cry of shock. She felt him struggle against her, his hands on her shoulders pushing her away but she held on, she had to. - She need to. Finally Giles succeeded, holding her at arm's length, his green eyes scanning her hazel ones, his voice slightly seeping through the barrier in her mind as he demanded to know what she was doing. As long as he was touch her, the numbness and cold were fleeing and the world was dripping back into focus. Giles was her anchor to this world, as long as she stayed connected to him, the cold couldn't get her.

"Buffy?" Giles snapped in a demanding tone, shaking her a little. "What were you doing?"

She looked at him with glassy eyes and a blank yet pleading expression. Her lips parted to speak only to close again. She gasped when he removed his hands from her shoulders and began to rise from the couch. Her hand sprung out to grip his wrist tight. She swallowed hard a few times before parting her lips and forcing the words out. "Help me." it was so softly spoken she wasn't even sure she'd actually used the words.

Giles looked down at the tormented face and his heart broke. He understood, he'd been there only a few months ago. The pain, the emptiness but he couldn't give her what she wanted. She was practically a child, she was his charged. It wouldn't be right. He dropped down into the seat once more and took off his glasses. Placing them on the table, he pinched the bridge of his nose as he spoke. "Buffy, I understand what your feeling but….I'm your watcher, I…I'm a lot older than you…and most importantly you're not in any state of mind to be making such rash…." he shook his head. "…and I wouldn't even if you were. It's wrong Buffy." he looked at her finally. His vision a blur but clear enough for him to see the pain on the young woman's face. He heaved a heavy sigh and took her hands. "Buffy, you're hurting, you've just…lost someone very important to you, you're looking for comfort but you won't find it. Not even from me."

He watched her for a long moment and thought he saw understanding and resignation in her gaze. "You should go home Buffy." he said gently.

Then she was shaking her head, staring at him with a determination he was used to seeing when she was hunting and his insides tightened. He'd known it was coming this time. So the question was why didn't he react? Why didn't he stop her before her mouth met his? Sadly he had no answers.

The strength of her assault forced him back against the armrest, her body pressed against his, her leg swinging over his to straddle his thighs. Her hands were once again pressed to either side of his face as her mouth was pressed hard to his. He tried to push her away again, his mind screaming just how wrong it was for him to be allowing her to do this. - While another voice, that dark voice he hid from, that one that belonged to another part of himself, told him to go for it, reminded him that he was a man, that she wanted this. - That he'd always been just a little bit attracted to her, especially over the past year.

Giles tried to fight it, deny it even, but the thing was, in your head you can't hid from the truth. But just because that dark part of him he despised so much had been attracted to his charge, didn't mean the man he was now was going to act on it. He may be many things but a cradle snatcher wasn't one of them. So he tried harder to push her way and he successes for a brief moment, creating a space between them. He was panting with the effort of fighting off at determined slayer, as well as his own inner demons. He didn't know what had lost him the battle with Buffy and himself, but it probably had something to do with the young woman's repeated plea of "Help me." with the added. "Please." breathed sadly against his lips. With that the war was lost and the best laid plans were shot to hell, which was exactly where he was going.

All the fight left him, taking his strength with him allowing Buffy to take full advantage of him. She crushed her mouth to his and soaked in every ounce of warmth the much older man had. She didn't think about what or who she was doing, she just went on instinct, needing to feel again. Part of her knew she would regret her actions, and would most likely destroy the bond of friendship and respect that existed between the pair of them, but in the early morning glow of the flat and the aftermath of her fight with Angelus, she didn't much care.

She moved against him with inexperience, craving something she couldn't name. She'd only ever been with one man, well…vampire, so she wasn't exactly versed. And that one night with Angel had been…a disaster, at least in the end. She knew now that it hadn't been Angel that had said all those hurtful things. That it had been the demon within him, but that didn't change the fact that the words still haunted her dreams. What if Angelus hadn't been lying? What if she wasn't any good? That taunting evil laugh flooded her mind, bring forward memories she didn't want to face. Closing her eyes tighter, she focused on what she was feeling now, rather than then. She focused on Giles.

Giles was already a distant voice in his own mind, that darker part of him was in full control, taking hold. When he felt the slight hesitation emulating from Buffy, the watcher fought his way to the surface, determined that he wouldn't allow himself to take advantage of her if she'd finally come to her senses. When he felt her tongue skim across his lips, pleading for entrance, he knew there was no going back for either of them. His lips parted with a sigh, resigned to fate and the will power of a slayer. When her tongue hesitantly swept over his, his mind emptied itself of everything but Buffy. In that moment she was no longer a student, or a slayer, she was just a woman wanting comfort from a man she trusted. Giles doubted that trust would survive but he was too far gone to care. His hands gripped her hips, pulling her tight to him as he lifted himself to meet her, grinding against her parted legs. His fingers bit into her flesh when he heard her gasp of pleasure, pulling her hard down and thrusting up, their kiss deepening, heating and becoming desperate.

Everything moved in a blur after that, neither of them full aware of their actions as clothes were removed and cast aside, Buffy's impatience destroying Giles's shirt. It didn't take much to change their position. Buffy's head resting back against the cushions by the armrest, while Giles settled on top of her. Buffy's hands ran over the newly exposed skin, surprised at the toned muscle, though she really shouldn't have been, after all Giles had to be fit to train her. She gasped in a breath when Giles's mouth dragged away from hers and down her neck. He ran his tongue over the skin covering her artery, sucking on it slightly. She gasped again when she felt his hand slid between them, combing through the hair and searching out her core. Her hips thrust up against his hand, her left knee lifting higher, her nails biting deep into the hot flesh of Giles's back. She'd been wanting warmth, wanting to drive away the numbness, and she'd found it. She moaned in protest as Giles removed his finger but was thankful when she felt him shifting his weight till he was positioning tantalizingly against her. She took a breath and waited. There had been pain last time, she'd expected it but it had still surprised her. She wasn't sure if there would be more but she was prepared for it.

There wasn't pain. There wasn't anything because Giles had frozen. He hovered above her, looking down at her with concern and shame. He was shaking his head and Buffy felt a surge of anger.

"I - I can't do this…" he panted. "…it's wrong." he moved to pull away but couldn't, as Buffy's hands clamped down on his backside and pulled him, using all her slayer strength to force him into her.

They both grunted at the connection. Giles's head dropping into the crook of Buffy's neck, not moving, not until he felt the woman beneath him lift her hip in encouragement and invitation. He knew he was going to hate himself for this, knew there would be complications but there was only so much a man could fight again until he had to surrender to the enemy.

Buffy moved with Giles out of instinct. They'd always been in tune with each other; she figured it came from being slayer and watcher. They had to trust one another; they had to work together at all times. And Giles probably knew Buffy better than anyone in the world.

The pace increased swiftly, Buffy meeting every thrust of Giles's hips with one of her own. They were in perfect sync. Buffy would have to admit she was a little weirded out by just how well they fit. Of course she only had one other to compare it to, but that one other had been Angel, the man she'd loved. But again she had to admit that they hadn't worked this well together. She couldn't understand why. She wondered if it was because he'd been a vampire, while Giles's was all too human. She clung on to the man above her, pressing her lips to the heated flesh of his neck as they rushed towards nirvana. It was the heat, she finally surmised. That was what had been missing between her and Angel. Heat, the physical kind, and the steady pounding of another's heart, the warmth of breath against blazing skin. Everything that proved there were two people involved in this act of connection. That connection was sealed when Buffy's head fell back and a primal yell was ripped from her throat, her legs tightening around the older man's waist. Her cry was swiftly followed by Giles own as he followed her over the edge of climax. His sweat drenched body crashing down over hers as they both gasped for breath.

Giles pressed a gentle kiss to her neck before altering their positions so he was no longer lying above her, but behind her, her back pressed to his chest, where she could feel his heart thundering against his ribs. Buffy laid there, Giles's arm draped over her damp waist. She stared across the room to the long beam of sunlight that had fought its way between the curtains. The numbness had gone, as had the cold but now that reality was back, so was the realization of what she'd done. She ripped her gaze away from the sunlight and glanced over her shoulder to find Giles had fallen asleep, his relaxed face making him look younger. Tears burned her eyes as she watched the watcher sleep. What had she done? How was she ever going to face him now? She'd forced herself on him, he hadn't wanted this, he'd tried to stop it, but she'd been determined to feel something, so she'd broken down his defenses. Making him go against everything he was. A part of her scream that it had been his decision, that in fact he'd been the one in the wrong for giving in to his carnal desires. That he should have been stronger as the older of them. But Buffy just couldn't let him take the blame for what had happen. After all, Giles may be older, but she'd made the first move, she'd pushed the buttons. So maybe they were equally to blame for what had just happened.

But the fact remain, no matter who was to blame, that their relationship was different now, that it was going to change everything about how they worked. Her chest tightened and tears slid from her eyes. There was no way she could face him after this, Giles was just another thing she'd lost, and she couldn't cope with that right now. Getting to her feet, Buffy dressed quickly, fighting sobs with everything movement. She gave the sleeping man a final look, whispering a heartbreaking "Sorry." she turned and walking out of the apartment.

Buffy returned home only long enough to collect her things and change her clothes, slipping in and out of the house without alerting her mom. She stopped by the school, watching from behind a shaded tree as her friends gathered. When Giles exited the school premises with Xander, looking tired and pale, she felt her heart jump and her stomach drop. She remained in her hiding place, watching them until the bell rang and they turned away. She knew she should tell them she was leaving, say her goodbyes, but she couldn't face any of them, least of all Giles. She just had to get away from Sunnydale, sort out her head.

Present Day.

Los Angeles, California.

That's how she'd ended up living in a dive of a motel, working in a dive of a diner and suffering from haunting dreams of a brief wonderful fling with her watcher. Buffy flew off the bed, racing into the grim covered bathroom and dropped to her knees, her head hanging over the toilet bowl as she began to heave her guts out. That's how she'd ended up three months later, alone, friendless and expecting his child.

A/N: Please review so I know if this is any good.