Author's Note: This is my first Willow/Giles fic, it's actually my first Buffy fic. I've never written anything except Harry Potter, so this is a little, well a lot different. Anything you recognize doesn't belong to me, the plot does, but the characters don't. Please Read and Review, thanks!!

She'd Never Have Him

He sat at his desk, head on his hands, rereading the same sentence over and over again. He'd sat there for hours already, but he couldn't concentrate. She was on his mind again, it seemed he had been thinking about her more and more often now. He guessed it was because he had finally admitted to himself that he was falling for her. At first, he'd thought it was just a passing thought, a so-called schoolboy crush, but this time, he was the teacher. It didn't matter, she'd never have him.

When he first saw her, he felt an unexplained need to protect her. He knew she could take good care of herself, she had proved it to him many times. He wanted to hold her, to keep her safe, to love her. But she'd never have him.

But she'd never love him, she'd never feel the same way, he knew she never would. He was the watcher, the librarian, the levelheaded Englishman. She liked free-willed, open-minded, non-stodgy guys. Guys like Oz or Xander. He was unable to be what he thought she wanted. He thought she liked guys who weren't him, who were closer to her own age, someone who knew how to have fun. She didn't want someone who she could just sit and talk with. She'd never have him.

It hurt him to see her around the other guys, even if he wouldn't admit it. No one else saw her true beauty. To them, she was just the research girl, the one who would tell them about the monsters and demons. She was just Buffy's best friend, no one important. Not really the dateable type, true, she was pretty, but most guys thought she was too smart for them. Not him, they were intellectual equals, she had proven that more than once. He wanted to talk with her, just sit and read, but she'd never have him.

She sat across the table from him, one hand on her forehead, the other holding a pen. She was supposed to be writing but he had caught her interest again today. It was no different than any other night, especially the last few weeks. She found herself watching him more often, she loved the way his brow creased when he was deep in thought. She loved being there with him, but he'd never have her.

She needed him, more than he'd ever know. She could never tell him, he was more into books anyway, not romance. She sat across from him every night, watching him work, listening to the thoughtful grunts that escaped every so often from his lips. She wanted nothing more than his arms around her and his lips brushing her skin. But he'd never have her.

He was different; he'd never love her. He wouldn't like her, she wasn't his type. He wants someone who could show him life, some who is fun, who is exciting, a beautiful girl, everything she wasn't. He'd want someone like Cordelia, not her. She wanted someone who could sit and talk with her, someone who understood her, just someone to be with, but that's not what he'd want. And that's why he'd never love her.

She saw the lines on his face, the specks of gray in his hair. He was handsome, a classy man, whose accent was refined. She loved when he spoke her name, the word softly touching her ear, making her shiver. He was a man of status, a man with everything to live for, he wouldn't want someone like her, and he'd never love her.

'Giles?'

'Willow?'

They both spoke at the same time. She looked into his eyes and smiled meekly. He looked back, a red tinge creeping over his face.

'You first, my dear.' He had almost said my love, but he knew she'd never have him.

Those words meant more to her than he'd ever know, she loved when he called her dear, or any sentimental wording. 'Is it all right if I stay just a while longer? I think I'm close to an answer for Xander's ailment.' She knew she was no closer to the answer than she was when they had started. She loved him company, even if it meant lying to be there.

'Of course you may, it's not safe for you to be out wondering the streets after dark anyway. Would you like some tea?' He kicked himself mentally, she shouldn't still be here, and it would be better if she went home now, before it got really dark. But he found he couldn't ask her to leave. He didn't want to be alone, he'd come to cherish the time they spent together, and he liked to have her around. Even if they didn't talk, they were comfortable just sitting with each other.

'Only if you'll have some too, I don't want to drink alone. Can I help you with anything?' It was a break from their normal routine. Tonight had already been different; he had called her at home. He told her he had found a book he thought might help. If she'd come over for a while, maybe the two of them could figure it out. She'd said yes, but not right away, not wanting to seem desperate. He'd heard the hesitation; maybe she had better things to do. But she came.

'I think I can manage it, but if you'd like to stop for a while, come with me to the kitchen, we can talk while the water boils.' There was no denying they had gotten closer to each other in the passing months. Both wanted to be closer, she wanted to be held in his arms and he wanted nothing more in the world to hold her.

'Sure, I'll start getting the cups and saucers out.' She didn't want to just sit and watch him make the tea; at least she'd be able to walk around. He stood up, facing her. He motioned towards the kitchen, allowing her to lead. He hung back, watching her retreating figure, he loved her red hair, and she was beautiful.

Without a word, he prepared the tea; she took down the saucers and walked towards the cupboard with the cups. She opened it and took down two cups as he walked by. He brushed her arm as he moved towards the sink, she felt her heart speed up, fluttering in her chest. There was a jolt of electricity deep in the pit of stomach that caused her to drop the cups. With a tinkle, the fine china broke.

'Giles, I'm sorry, I'm such a klutz, you know that, it's like that time I.' He cut her off.

'Willow, it's okay. I break them all the time, it's nothing to worry about, my dear.' She bent down to pick up the pieces of the now shattered cups. He followed, watching her nimble fingers touch the china.

'Watch yourself, you might get cut.' Before he cold finish his sentence, he heard her take a sharp breath. A trail of crimson blood started down her index finger, leaving a shining path. He took her hand and helped her up; she followed him to the bathroom where he pulled out the first aid kit. He took a towel and pressed it against her finger, applying pressure to the deep gash. She winced and he immediately released her hand. He didn't want to hurt her.

'It's okay, I promise I won't ever hurt you, you're safe here with me.' There was something about the way he said 'ever' that gave her goosebumps.

She smiled, showing her gratitude. She wasn't sure what to do, she felt like a child with a skinned knee. Normally she'd be babbling, but tonight was different; she was able to keep her mouth shut. He finished bandaging her finger; he lifted it to his lips and gave it a light kiss. He let go, letting it fall to her side, she looked disappointed. He wasn't sure why, it couldn't hurt that much.

'Now how about that tea.' The tea had been forgotten, it was still boiling on the stove. 'I'll get the cups this time.' He chuckled at his own joke. Her heart fluttered again, she loved when he laughed.

He poured the tea into the cups and took the time to squeeze the lemon into them. She picked up the tray and carried it out to the table where all of their things laid. They took their previous positions across from each other. As they drank their tea, they both sneaked glances at each other, careful not to let each other see it. He wished the table wasn't there, wishing the distance between them was minimal.

An hour passed as they sat and drank their tea. She finally spoke up, 'Giles, I'm having problems with part of the translation, do you think you could come help, maybe you'll know what this means.'

He got up and walked to her side of the table. He leaned against the table, resting his hand on the back of her chair. Reading the text that had confused her, he moved closer in order to see it better. He had moved closer to her as he moved closer to the book, she stiffened slightly then subconsciously moved towards him. She leaned back, now feeling his hand on the chair. She looked up at him, now realizing how close they had become. They looked into each other's eyes, nothing now mattered. She didn't care if he'd never have her, he didn't remember she'd never have him. All that mattered was the mutual feeling they both shared at that moment.

He crooked his index finger and brought it under her milky chin. He lifted it, bringing it closer to his. She turned her head towards him, brushing his nose with hers. She licked her lips without thinking as he moved closer and closer. He lowered his head, bringing their lips within millimeters of each other. Their lips briefly touched when they realized what was happening, but neither of them wanted it to end.

They kissed slowly, their mouths hungry for the others, but not wanting to push any farther. His hand ran through her fiery red hair, his other hand wrapped tightly around her shoulders as he pulled her into a standing position. She moved with him, allowing herself to stand against his chest, feeling his heart beat in his chest. She squeezed his waist as she moved closer, now leaning against him. He let his hand slide, letting it rest on her waist, holding her up.

She parted her lips, allowing his tongue to explore her mouth. She noticed his expertise as he moved his tongue alongside hers. She pulled back but he held her tightly, not ready to break the kiss off. She nibbled on his lower lip, biting softly. A low growl escaped his throat as he took her mouth in a deep kiss.

She tried to break the kiss off again, and this time he allowed her to do it. She didn't move from her position as she looked into his eyes. They sparkled back down at her, she reached up and brought his head down to capture his lips in a sensual embrace. He led her to the sofa in the living room, sitting her down beside him, never breaking the kiss. He let her open the top buttons of his shirt, pulling them open just enough to allow a little peek.

His hands found her waist again as he lay back, resting his head on the arm of the couch. She moved towards him kissing him deeper as they lay on the couch together. This time, he broke the kiss, she placed her head on his shoulder, his lips just barely touching her forehead. They fell asleep together, but nothing mattered, she'd have him.