Title: How many licks?

Author: Venus Blue

E-mail: [email protected]

Website: www.feeorin.com/warren

Rating: PG-13….Sort of.

Pairing: Buffy/Giles, woot!

Summary: A very belated response to Gileswench's GRB 350 challenge. (Rules at the bottom) The scoobies are having a Halloween Party. What kind of mischief might they get to?

Timeline: I cannot find a suitable time line for this. Semi-AU. Dawn and Riley are unrecognizable names, Joyce is in heaven and Buffy's dealing, Tara is alive and smooching Willow, Xander and Anya are doing the dance of luuurve, and more than a few subtextual sparks have flown between Giles and Buffy.

Spoilers: Show's over, guys. If you're spoiled, you're not watching enough FX.

Feedback: Valued more than sex and chocolate.

Disclaimer: Hi, Joss. Borrowing your characters again, you don't mind, right? You don't? Fab. Tell 20th Century Fox that, wouldya? Thanks a bunch.

Distribution: My site, The Bunny Warren, and fanfiction.net. Any lists that archive. Anyone else, please ask, I haven't said no yet.

Dedication: This one's for Meg, for all of her help building my fanlistings, and for being a kick-ass Buffy/Giles shipper.

AN: I haven't responded to a challenge in ages, and I love my Wench, so how could I say no?

AN 2: All thanks go out to Red for the help with the costumes. I literally sucked Italian dressing into my sinuses laughing as she gave me these ideas, so I hope everyone enjoys them. Additional Author's Notes at the bottom.

~~~~~~~~~~~~~~~~~~~~~

"Willow, we are *not* getting those."

"What? Why not? Xander and I love these things!"

Buffy tossed a bag of miniature chocolate bars in the shopping cart and eyed the package Willow held in her hand.

"Marshmallow peeps are the grossest thing on earth. You are *not* getting Marshmallow Pumpkins."

"Come on, you've never played Chubby Pumpkin?"

"No. Put them back."

Willow scowled playfully, and when Buffy turned her back, slid them underneath the other goodies crammed into the steadily filling shopping cart.

"We're gonna have so much fun tonight."

"I hope so," Buffy said, eyes moving back and forth along the shelves. "We need a little fun. Not to mention, it's been so long since I've had a normal Halloween."

"You think Giles is going to have fun?" Willow said, a note of worry in her voice.

"Yeah, why wouldn't he?"

"Well, history's shown that Giles doesn't really get into parties like we do. I just don't want him to feel uncomfortable."

"Giles has changed a lot, Will," Buffy said, heaving the cart slowly down the aisle as they browsed. "He's become a lot more laid back lately."

"You should know," Willow said with a smirk.

"What?" Buffy said, looking up from her spot crouched on the floor.

"Oh come on, Buffy! Xander may be oblivious to most everything that goes on in the love department with us, but believe me, we're not all like that. You two are spending so much time together, and I've SEEN the way you two look at each other."

"I don't know what you're talking abou-"

"I think we've got everything we'll need for tonight," Xander said, coming up to the cart with an armful of bagged candy and throwing them in unceremoniously. Buffy exchanged a glance with Willow, who rolled her eyes and nodded.

"Think this'll be enough for the trick-or-treaters?"

"Trick-or-treaters?" Xander asked. "I hadn't even thought of them."

"Xander!" Buffy said, slapping his arm playfully. "It's taking all of my slayer strength to push this thing, I think it's a little much to think we could eat all of this by ourselves."

Xander eyed her, and she said, "Okay, maybe you could. More?"

Willow threw a few more bags on top, and said, "With Halloween tomorrow night, I'm surprised there's this much candy left."

"Store's stocking up. People go all out for Halloween in Sunnydale."

"Yeah, who doesn't love seeing demons and vampires running around during the night?" Buffy said dryly, picking up two bags of Tootsie Roll pops and throwing them on the heap. Unfortunately, the heap chose that moment to collapse, and bags of candy went sliding out of the cart and onto the floor with a loud crash.

"Okay, maybe it's a little too much," Xander said sheepishly.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

"Willow, they'll be here any second, and I've barely made a dent in here. Will you and Tara PLEASE come down here?"

"Just a SECOND!" Willow called down the stairs. "We'll be there in a minute!"

Buffy sighed and dumped two more bags of candy into a bowl. The house was now littered with bowls of candy and chips, from the coffee table to the chairs to the kitchen table.

"We're going to still have candy left next Halloween," she muttered.

Shoving the remaining pile of candy into the cupboard, Buffy started to head up the stairs to collect Willow when the doorbell rang. Grabbing the bowl of candy nearest the stairs, she walked to the door, and upon opening it, was greeted by the site of costumed persons holding out their bags for candy.

"Trick or treat!"

"Very funny. Now get inside."

Xander and Anya smirked at her, grabbing a handful of candy each as they entered the house.

Buffy eyed their costumes, and said, "Anya, you're a..."

"I'm a nun!" she said excitedly. "And Xander's the naughty little Catholic school boy that gets spanked with my ruler."

With a flourish, she pulled a small wooden ruler from the folds of her habit, and smacked Xander on his khaki shorts-clad hide. He gave a yelp, and said, "I let her pick the costumes. Never again. Never again."

"Nice legs," Buffy said, smirking.

Xander eyed her costume, and said, "And you are...ye old prostitute?"

"I'm a bar wench!" she said indignantly.

"Are you wearing a push-up?" Anya asked, eyeing her heaving bosom.

"Hey!" Buffy cried, looking down at her chest.

"Well, Buffy, I'm only saying, they weren't that big yesterday."

"This top pushes them up naturally."

"Uh-huh."

The doorbell rang then, and Buffy shoved a bowl of candy at them.

"Go. Treat."

Looking down at her outfit, Buffy frowned and pulled a little at the frilly lace surrounding her breasts.

"Ye old prostitute, my foot," she muttered. "Willow!"

"We're coming!"

She heard footsteps, then the two women came down the stairs. Buffy cocked an eyebrow at their ensembles.

Willow was wearing an old fashioned Victorian dress, complete with frills, big butt, and a white powder wig. Her makeup was heavy, and she wore a red ribbon around her neck. Tara had a "crown" of candles around her head, and was wearing what could only be described as a giant Styrofoam cake.

"Okay. So...Willow, you're an old Victorian lady, and Tara, you're a birthday cake? I thought you guys were doing the couple costumes."

"We are!" Willow said giddily. "I'm Marie Antoinette. See?" Pulling down the scarf, she revealed a bloody fake scar. "The ribbon holds my head on!"

Buffy blinked.

"And Tara is..."

"Cake!"

"Cake," Buffy repeated.

"You know, 'Let them eat cake!'?" Willow said, looking at her expectantly.

"Oh. Right. Of course."

Willow looked over at Tara, who smiled at her sheepishly.

"Well, it was better than the salt and battery thing, sweetie."

"It was funny at 2:00 in the morning," Willow muttered, moving into the living room to greet Xander and Anya with a hug.

"Nice shorts," Willow smirked, looking down at the pasty white legs sticking out of the knee-high socks and penny loafers.

"Anya is never picking my costume again," Xander moaned, earning him another swat with the ruler.

There was a knock at the door, and Willow exclaimed, "Ooh, my turn!" Xander happily handed over the bowl of candy, and Willow opened the door with a cheerful, "Happy Halloween!"

Giles stood in the doorway, smiling at her.

"Hi, Giles! Nice costume! Candy?"

"Yes, thank you," he said, grabbing a handful with his free hand. Walking into the house, he took in all the bowls of candy, and the costumes of each person.

"This is going to be a long night, isn't it?"

"Giles," Buffy said, smiling. "Arrgh?"

"The costume shop was out of almost everything," he said, setting down his sword and the paper bag he held. "This was all they had left."

"Very festive. No eye patch?"

Pulling it out of the tight pants he was wearing, he said, "I decided against the eye patch, sadly."

"Well, you've got the bandana, the earring, and the swash bucklin' shirt," Xander said, clapping him on the back. "Very manly."

"Says the boy in the shorts and cardigan."

"Don't ask me, talk to the nun."

SWAT!

"OW!"

Anya giggled.

"Buffy, I didn't know you and Giles were going for a theme," Tara said, unwrapping a miniature Kit Kat bar.

"We're not," Buffy said, looking at her with a confused expression.

"Tavern wench, pirate. I don't know, they just seem to go together to me."

"No, we didn't plan this," she said, smiling up at Giles. He shrugged and grinned back.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

"Happy Halloween," Tara called to the children as she closed the door behind them.

"Hubby umpkin," Xander managed around the mouthful of marshmallow in his mouth. Willow and Buffy, who had already lost the game after two and three pumpkins respectively, collapsed into a heap of giggles, and Giles and Anya held their hands over their own mouths fighting to keep the mess in their mouths as they laughed. Tara, who had lost after four, stood near the door, trying her best to quiet her giggles so as not to distract the players.

"Alright, one more!" Willow cried, prying three more marshmallows from the package. Anya groaned around her mouthful, and said something that sounded like, "Hi flib up!" Willow smirked and handed her the soft pumpkin.

The three shoved the marshmallows into their mouths, and it was Giles' turn. He took a few seconds to move the object until it was comfortable, then calmly said, "Ubby mpkin."

"Does that count?" Buffy asked, enjoying herself despite the grossness of seeing orange and black masses of gook in her friends' mouths.

"I don't know..."

Suddenly Xander started grunting and waving his hand wildly at Anya, who was staring at him in disbelief.

"Cheater!" he said, hunks of marshmallow flying out of his mouth. "See cheated!"

"XANDER!" Buffy cried. "You're getting that gunk all over my carpet!"

"See cheated!" he said again, holding his hand in front of his mouth. "See sallowed!"

"Id not!" Anya said indignantly, her own hand over her mouth. "M toat as dy!"

"What?" Buffy said, fighting to hold back her squeals of laughter.

"Is is supid!"

Giles jumped up and ran to the trashcan, spitting out the vile marshmallow mess, then fell into a chair, laughing.

"Alright, alright, I quit," he said, holding his side.

Anya followed suit, but Xander sat indignantly on the sofa. Finally, he grabbed two more pumpkins out of the package, shoved them in his mouth, and exclaimed, "Uhhy pkin!" before running to spit the mess out before he choked.

Buffy wiped the tears from her eyes and said, "Okay, Wills, you win. You were right. Marshmallow Pumpkins were a necessity."

"Told you," she smirked, popping a malt ball into her mouth. "Just wait until Christmas."

"Christmas?"

"Chubby Cringle," Xander called, taking a long swig of coke.

Anya and Giles groaned.

Buffy stood up and straightened her long skirt. Grabbing the near empty bowl of candy near the door, she emptied it into another bowl and headed for the kitchen. Pulling two bags of chips from the pantry, she filled the bowl, and turned to walk back into the living room, running straight into Giles.

"Sorry," Giles said, grabbing the bowl before the contents got dumped on the floor. "Just seeing if you needed any help."

"Nah, we're good. I just figured we needed something *other* than chocolate out there."

"Well, I brought something, though I'm not sure if it's appropriate...."

Walking into the living room, he grabbed the paper bag and removed the bottles from it.

Xander looked up at Giles in surprise.

"Stuffy old Watcher Pirate bringing alcohol to the party?"

Giles shot him a look, then looked over at Anya. She promptly smacked him with the ruler again.

"Well, since we're going to be staying here most of the night, I thought it a safe party refreshment. However, if anyone's driving, maybe we shouldn't-"

"Slumber party!" Willow exclaimed suddenly.

"What?" Buffy said, starting at her.

"W-we can have a slumber party! We've got movies, and chocolate, and alcohol! We can all stay here for the night! Xander, you don't have to work tomorrow, right?"

"Not on a Sunday."

"And the Magic Box is closed, and Buffy, it's not like you'll have an early morning tomorrow. Come on, it'll be fun!"

Anya seemed excited by the idea, and Xander quickly picked up the enthusiasm. Giles looked over at Buffy, who shrugged.

"Why not?"

Willow clapped giddily, and Giles walked over to Buffy.

"The, uh, lady at the liquor store informed me that this would be an excellent choice for a group of young people," he said, handing her one of the bottles.

"Ooh, mudslides. My favorite." Giles looked at her with raised eyebrows, and she quickly finished, "Not that I've drank it a lot."

"Come on. You make the mudslides, I'll make the margaritas."

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

"Oh, she's gonna die."

Xander threw popcorn at Buffy and said, "Would you be quiet?"

"What? Come on! She's alone, in that big ol' house, on the phone. She's so gonna die."

"Buffy, the point of watching these movies is to be afraid, not spoil the movie by talking during it," Willow said from her spot on the couch with Tara. "Don't you remember what happened to the chick at the beginning who talked during the movie?"

"Well, I don't have a date, so I don't have to worry about that," she said smugly. Now everyone threw popcorn at her.

The gang was sprawled out in the living room, covered in blankets and watching the movies. Tara had removed her large styrofoam costume, and was cuddled up with Willow on the couch. Anya still wore her robes, though she'd removed the habit. Xander had begged for a pair of sweatpants, but after getting thwacked with the ruler once more, settled for removing the cardigan only. They sat on the farthest recliner, Anya curled up in Xander's lap.

Giles, who was seated in the recliner, had removed the bandana, but kept the majority of his outfit, and Buffy, who thought she looked cute in the outfit, only removed the bonnet from her hair. She sat at Giles' feet, her head resting between his knees.

Each group had their own bowl of candy, ensuring they wouldn't be falling asleep immediately like the last vidfest they'd attempted. And they were all fairly inebriated by this point.

Buffy rolled her eyes as the blonde girl ran screaming through the house, and dug through her bowl of candy. Sighing, she crawled over to Willow and Tara's bowl, snatching it up and poking through it.

"Hey! Our candy!" Willow said, laughing and pretending to snatch the bowl back.

"We're out of the good stuff in our bowl," Buffy pouted. "Giles ate it all."

"I did not!" Giles said indignantly, looking anywhere but at her skirt-clad bottom, still up in the air.

"Here, Buffy," Anya said, handing over her own bowl. "Xander's hyped enough."

"Don't I get a say in-" He broke off as he saw her brandish the ruler. "Nevermind."

Buffy grabbed the bowl, and said, "You guys ate all the good stuff, too. There's only suckers left."

"Too time consuming," Xander said, trying to pry the ruler from his beloved's fingers. "I like instant gratification with my chocolate."

Shrugging, Buffy grabbed a Tootsie Roll Pop and unwrapped it. Willow sat up and said, "Hey, have you guys ever tried the How Many Licks game?"

Buffy cocked an eyebrow, and said, "How many licks does it take to get to the center of a tootsie roll pop?"

"Yeah! I tried it once, but my tongue went numb before I got even halfway through."

"350," Anya said nonchalantly.

"What?" Willow said, and they all looked over.

"It takes 350 licks."

"How do you know?" Giles asked curiously.

"I've been alive a long time. I got bored."

Buffy studied her sucker, and said, "Well, I don't think I have the patience to lick this thing 350 times."

"Toss me one," Willow said, turning down the volume on the television with the remote. Buffy threw her two, and Willow handed Tara the other one. Xander and Anya each got one, and Giles had one unceremoniously tossed onto his head.

"You could've turned around and handed it to me," Giles said dryly.

"What fun is that?" Buffy asked innocently, still not turning.

When everyone had their sucker unwrapped, Willow asked, "Everyone ready?"

"Ready," they said together.

"Lick!"

The room was quiet for a long time as everyone silently counted. Buffy moved from her position to the center of the room so she could watch everyone evenly. Glancing over at Giles, she found his eyes focused on her mouth, and her eyes widened slightly. Seeing that he was caught, he turned bright scarlet and choked on his sucker.

"I'm going to get something to drink," he said, faking a few coughs and heading for the kitchen.

Buffy pulled her sucker from her mouth, and said, "I'm going to make sure he's okay."

"Why-" Xander began to say before Anya thwacked him.

"GAH! Anya! The ruler was bad enough, but your SUCKER?!"

"Just be quiet and keep licking."

Buffy ignored the noise and headed for the kitchen. Giles stood at the kitchen sink, his back to her, his head down.

Silently walking up behind him, she leaned against the island and waited.

"I'm sorry," he said so quietly she barely heard him.

"For what?"

"That…that was inappropriate."

"Why?"

Turning, his eyes wide, he exclaimed, "Buffy, I was…ogling you! I had no write to look at you the way I did!"

"Do you see me complaining?" she asked, her voice calm and even.

This set him back a bit, and he watched her silently. Walking up to him, she stood directly in his personal space and said, "Giles, I think we both know there's something between us. Whether you want to admit it or not, it's there, and we've been fighting it for far too long."

"Buffy, I'm old enough to be your father."

"But you're not my father," she said quietly, raising her face until it was inches from his. It took everything Giles had to maintain control.

"Buffy, you're drunk."

"I am not. I've had three drinks, one of which is half finished on the coffee table in there. I'm a little buzzed, sure, but-"

"Still. You're not in the right frame of mind to make these kinds of decisions."

"I made this decision a long time ago."

"I don't want to take advantage of-"

"Giles?"

"Yes?"

"You're not drunk enough."

And with that, she pulled his head to hers.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

This is NOT the end of this fic. Not by a long shot. However, since FF.net came up with their fabulous (note the sarcasm) rule about NC-17 fics, I cannot upload it here.

To read the remainder of this fic, please go to this URL:

http://www.feeorin.com/warren/fics/001112.php

You can review there or here, I will see both. Thank you so much!

GBG

Aka

Venus Blue