Hello again. Sorry I haven't updated in so long, but I've been really busy with finals and graduation and stuff. But now that I'm out of school I should have plenty of time to update the chapters.

What Happened Last Time:

"You mean that you like Buffy?" Willow asked, so softly that Giles wouldn't have heard her, but Spike's look of shock and surprise told her that he did even if Giles didn't. She smiled then turned to Giles. "C'mon, it's late."

"Red…" Spike started, as embarrassed as Red was just a minute ago.

"Don't' worry… I won't tell." He just looked at her and a look of relief washed over him. He nodded and then said good night, and went back into the hospital as Willow and Giles went on their way back to his house.

As soon as the door shut, Giles pulled Willow into his arms and kissed her gently on the lips. "Ooh, where were we?" Willow asked teasingly with a mischievous look on her face.

"I" Giles said kissing her on the forehead "was just about to put you to bed". Willow pouted and Giles could help but laugh. "Don't look at me like that". He placed a quick kiss on her lips. "It's been a long day and we're both tired."

Willow sighed. "Ok. Your right."

Slowly, hand in hand, they walked up the stairs. When they got to Willow's room Giles kissed her softly and slowly. The kiss ended too soon for the both of them. "Good night" Giles whispered, his forehead against Willow's.

Giles watched as Willow slipped into her room. "Good night, Giles" Willow whispered as she shut the door.

Giles stood in the empty hallway looking at the shut door. "I love you" he whispered, then turned and went to his own room.

An hour later Willow was lying in bed, still awake. She flipped over for what seemed like the thousandth time. "That does it." Willow muttered as she pulled herself out of her bed. She slipped quietly into the hall and made her way towards Giles' room.

She was about to knock but stopped herself just as she was about to make contact with the wood. 'He's probably asleep,' She thought to herself and just opened the door. She peeked into his room and seen that she was right. He was a sleep. She smiled to herself. 'He looks much younger when he's asleep… I suppose it's cause he don't have to put up with Buffy.' She snickered to herself but cut it short, not wanting to wake him. She walked over to the bed and slipped under the covers.

As soon as she put her weight on the bed, however, Giles woke up. "Willow? … Why aren't you asleep? What's wrong?"

"Oh, I didn't want to wake you… I couldn't sleep. I've been trying for the past hour." She tugged on the end of her hair self-consciously, "you mind if I sleep with you?"

He smiled. 'She looks so cute when she's nervous'. "No," he said scooting over, since he was in the middle of the bed. "Not at all."

She grinned and quickly got under the covers. She sighed in content as she lay on her side and he spooned against her, his arm around her waist. Giles couldn't believe it. The woman he loved was finally in his arms. He smiled happily as he took in the scent of her hair. They both fell asleep, happier than either has been in a long time.

When Willow woke up the next morning she noticed they had changed positions. Giles was on his back and her head was in the crook of his shoulder. She smiled as she moved her hand across his chest and belly. 'He's in pretty good shape' she thought to herself, 'must be because of all the training he does with Buffy'. A sudden wave of jealousy passed through her as she thought of all the late night training they went through. She let if pass though; she knew Giles loved Buffy, but only as a daughter.

Beginning of a sex scene. If you are offended by graphic or semi-graphic scenes, feel free to skip down past. I will have three lines of to let you know it's past. This is my first attempt at a scene like this. Plus I don't have any experience in any of this, so it's probably unrealistic. Let me know what you think.

Then she noticed the blankets weren't really on Giles, they were hardly covering his legs. She snickered to herself, 'I've always been a blanket hog.' He was wearing plaid boxer pants. Her eyes lit up and she smiled mischievously. She bit her lip as she looked back at Giles' face, making sure he was asleep. Then she brought her hand down and caressed him through the plaid material. She felt him twitch and she suppressed a giggle. She then fingered the hem of his pants, contemplating her next move. She grinned as she slid her hand into his pants and wrapped her hand around him and stroked. Giles let out a moan and she quickly turned her head to make sure he was still asleep. He was.

Her attention was brought back to his crotch as she felt him harden. She continued stroking him and marveled at his size. He was already bigger than Oz was and he wasn't even fully erect. She turned back toward his face as he began pumping into her hand and watched the emotions fly across his sleeping face. She brought her free hand up to caress his face and placed a loving kiss on his lips. Surprisingly, this is what woke him.

Giles

As consciousness loomed on Giles, he tried to fight it. "No!" he practically shouted. "I won't go back to being a lonely old man. The woman I love is finally with me, even if it's only a dream. I refuse to wake up and find it only a dream." He also thought the sensations Willow was causing were part of his dream. When he opened eyes and seen Willow over him, stroking him, he started. "Willow! What?" Then he remembered yesterday, what happened between them, what WAS happening between them. He suddenly threw his arms around her and held her to him tightly.

Willow wasn't expecting this. In fact it surprised her so much she had let go and was just lying limply in his arms. "Um… Giles? It's getting kinda hard to breathe." When he finally let go and pulled away fro her enough for her to see his face she was shocked to find that his eyes where tearing up. He wasn't crying, but it looked like he was about to. "What's wrong?" She asked.

"I… I was so afraid…" he closed his eyes and pinched the bridge of his nose, trying to get the words out. "I was afraid yesterday didn't happen, that it was… a dream or something." He looked at her and stroked the side of his face. "Afraid that you…" He cut himself off. He was going to say; "didn't love me", but then did she? She never said she did. As far as he knew, she could be using him to get over Oz. He shook his head, it didn't matter, he was there to help her, to make her feel good. Even if it meant that she was using him.

Willow's heart began to swell and she kissed his temple. "I'm here," she murmured. Then he began kissing her, slow and gentle but quickly became passionate. She moaned and put her hand behind his head, pulling him closer to her. Soon she was on her back and he was leaning over her, kissing her and caressing various parts of her body, his hand disappearing up into her skimpy spaghetti top. She moaned and arched against his touch. Within seconds, said top was on the other side of the room. "Oh Giles," she moaned as his lips descended on her rosy nipple.

"Rupert," he murmured as he moved his lips to the sensitive spot behind her earlobe. "Call me Rupert". He slid his hand into her pajama bottoms.

She gasped. "Rupert," she whispered, barely audible. "Oh Rupert," she bucked against his hand, "I want you," Her hand roaming over him. "Make love to me Rupert." She pulled his face to hers and kissed him passionately.

As the kiss continued, Giles grabbed a hold of the hem of her pajama bottoms and started pulling them down. He broke the kiss to completely remove them. He then removed his pants, the shirt was never put on. He laid himself over her and gently kissed her lips. "Willow, look at me." She opened her eyes and looked into his and she was amazed at the emotion she found there. "Is this what you want? I don't want you to end up regretting this. Are you sure?"

"Yes," she breathed, "I've never been so sure of anything. Make love to me." She pulled him into another passionate kiss. He broke it and reached over to the nightstand. From one of the drawers he pulled a condom. As soon as this was in place he positioned himself over her.

He entered her slowly, wanting to savor every sensation. Willow's eyes filled with awe and amazement of how he filled her. She never experienced this kind of fulfillment with Oz. She moaned as he sheathed himself fully inside her.

"Oh God, Willow," Giles said, gripping her to him tightly. He then began moving inside her. He started out gentle, not wanting to chance hurting her, but her moans and gasps drove him.

Soon, the bed began banging against the wall, the beat increasing in tempo. Before long, Willow was writhing in ecstasy, bucking against him in a passionate frenzy.

All too soon it was over, and they were holding each other in blissful contentment.

"Oh my God," Willow murmured, snuggling up to Giles' side. "That was so…" She leaned up and kissed his lips, "Amazing."

He kissed her lips and began trailing kisses down her neck as his hands traveled over her. "So were you."

"I've never been so happy," Willow murmured, putting her arms around him and snuggling her face into the crook of his neck.

Giles ran his fingers through her hair, "I love you," he said quietly, just above a whisper. Almost immediately, he felt her entire body stiffen. Mentally cursing himself, he forced her to look at him. "Willow, I know he hurt you. I know you're probably scared of being hurt again, but I won't do what he did. I swear I would never hurt you." A tear fell from her eye and he kissed it away. "You don't need to say it back. I understand you need time. I just needed you to hear it." He paused and gently caressed the side of her face. "I love you, Willow… I think I always have."

She looked into his eyes, sorrow had filled her face, "I'm sorry, Giles… I wish I could say it back, but I'm not ready yet." She lowered her head, sadness and shame filling her.

Giles smiled gently down at her. "It's alright," he said, putting his fingers under her chin and lifting so she looked at him. He then kissed her gently on the lips. "Come on," he said, scooping her up into his arms and carrying her to the bathroom.

"What are you doing?" she said, throwing her arms around his neck, surprised by his sudden movement.

"Well" he said with a grin, "Everyone's coming over later so we got to get cleaned up"

"Ohh…" Willow grinned and began to nibble at his ear. "Water play time."

A Couple Hours Later….

Buffy rang the bell for fifth time and began pounding on the door, causing her still tender ribs to ache.

Spike smirked, seeing her wince in pain. "You should be more careful, love. Don't want to be put back in the hospital again do we?" Spike had found a nice shady spot in the shadow of the wall.

Buffy threw him a dirty look, "Shut up Spike."

He just grinned at her, and could have sworn he seen her blush at that. 'Mus' be spendin' too much time with the bleedin' scoobies,' he thought to himself. 'Makin' my brains turn to mush.'

The door finally opened, revealing a rather unkempt Giles. Spike raised his scarred eyebrow. Not only was his hair wet, but it was also uncombed and the buttons on his shirt were done wrong.

"Uh… Hi Giles." Buffy said, a little confused. Giles was hardly ever caught un-presentable. "Go to bed late?" She checked her watch. "Normally you're completely ready by 6:30 and here it is almost 9:00 and you're just out of the shower?"

"By the way, you did a fabulous job on your buttons, Watcher." Spike smirked, knowing pretty much exactly what had been happening all morning and couldn't help but be amused.

"Well… I…" Giles took off his glasses and rubbed them.

"It's my fault." Willow said coming behind him, with a guilty look on his face. I broke his alarm clock last night and didn't tell him. So he had to rush to get ready."

Buffy raised an eyebrow, a habit she picked up from Spike, but didn't say anything. "Well, lets get going. We have research to do at the shop. Plus I need to stop back by my house; I left my cell at the house. Dusty here," she playfully pushed his shoulder, "irritated me until we left, making me forget it."

Giles raised an eyebrow at all their flirtatious behavior, wondering what was going on. Willow, however, could do nothing but smile. She was pleased with what was going on. Buffy and Spike deserved each other, they could make each other happy if they let it happen.

Just as they got into the Summer's house the phone began to ring. Buffy rushed to answer it before it stopped ringing. "Hello, this is Buffy… oh hey Cordy… what? No… you can't be serious." Buffy visibly paled and her eyes widened in fear. "Thanks for the warning… we'll keep our eyes out." She hung up the phone and faced the other three in the room. "Angeleous is back." Then she fainted.

Well… there you go. The fifth chapter is now complete. I hope you liked it, please leave me a review with you opinions and suggestions. Thanks. I'll try to get the next chapter up real soon;.