Disclaimer: I own nothing besides a flat screen TV and a lot of Buffy DVDs. Would like to keep them, so please don't sue.

Buffy was happily bouncing up the stairs to Giles' apartment. Her morning class had been cancelled, she and her Watcher had done the big talky thingy the day before, and she was just about to surprise him with some breakfast jelly doughnuts. Everything was good in the world. She threw the door open and entered.

'GIL… es…' her voice faltered and died as she took in the two individuals caught in a warm embrace. Her eyes flittered uncertainly between her Watcher and her best friend as they quickly broke apart. Her brain, a few steps behind in the present developments, was still in operating mode, but her heart and breathing facilities had come to a full stop. She gave Giles' arm, still posted around Willow's back, a discontented glare. The wide eyed Willow hurriedly took a step away and Giles' arm fell down to his side. Willow smiled apologetically up at him and he gave her what Buffy could only interpret as one of his only for Buffy smiles. Her heart suddenly started working again, beating at a rate that usually included three vampires and only one stake.

'Hi.'

The word came out more as a challenge than a greeting and the two culprits looked sheepishly at her. Giles removed his glasses for a vigorous polishing, persistently looking everyway but at his Slayer.

'Umm… Good morning, Buffy. I-I wasn't expecting you today.' He ventured a look at her, but her grim expression made him look away again.

'Really?' she said caustically. He gave a half hearted shrug and began to industriously study the floor. Buffy moved her eyes to the redhead who still was standing closer to him than Buffy found absolutely necessary.

'You didn't say you were coming here today' she said accusingly.

Willow blinked and took a nervous step closer to Giles. Buffy's eyes narrowed.

'Well, I wasn't. Or rather I was, but just because I was going to borrow that book.' She looked beseechingly up at Giles. 'You know, that book. With spells. And things. And I have school!' she continued with relief. 'Have to go. Bye!'

She gave Giles a quick, inscrutable smile and – tenaciously avoiding Buffy's eyes – took off towards the door. Buffy glared after her.

'Willow?' Willow pretended not to hear, so Buffy raised her voice. 'Willow!' The redhead stopped and turned to Buffy who nodded at her empty hands. 'Weren't you going to borrow a book?'

Willow blushed. 'Uh. Yes. But you know. College student. Lessons, lectures, studying, those sorts of things. No time for leisure reading. So no. Umm… Bye!'

Buffy gave the escaping Willow a thoughtful look before turning to look at Giles.

'What was that all about?'

She was not happy to see him looking after Willow with a soft smile.

'Too much caffeine?' he suggested.

Buffy glared at him.

'So not what I meant. What's with the whole making out thing?'

He gave her a bewildered look.

'What "making out thing"?'

'You. Willow. Touching. Making out.'

Once more with the soft smile. She was really getting fed up with that smile. Or maybe not the smile. It was a nice smile. It was more the fact that Giles was developing a special smile for someone else. And could her subconscious please stop rambling now, thank you?!

She realized that Giles still hadn't answered and gave him a piercing look. He was steadily looking back at her, apparent amusement in his eyes.

'I might have been out of the game for quite some time, Buffy, but in my days a hug did NOT count as making out.'

'But it was you and WILLOW hugging. And may I just say eeew! And besides, you are like too old to do that anyway.'

The amusement disappeared in an instant and Giles' face closed down. Buffy flinched when the angry, green eyes tore into her.

'Yes, I think we've been over my eeew factor once before, thank you. Not an experience I like to have repeated. And if neither Willow nor I think I'm too old and gross, then I don't think I shall take your opinion to heart. Now was it something you needed? Because otherwise I have things to do.

Buffy flinched again at the reminder of what she'd said when she'd walked in on him and Olivia.

'Giles, I'm sorry. I didn't mean…'

'Yes, you did' he cut in, pent up anger in his voice. Tears welled up and her lower lip trembled slightly. She hated it when he was angry with her.

'But… but…'

'But what?' he asked sourly. 'I did give up Olivia. But I will not give up Willow.' His eyes softened and he smiled. 'I love her too much.' His eyes hardened again and he turned the full Gilesy glare at her.

'But…' she tried again. This time he didn't interrupt, just watched her, arms folded and eyes hard. 'But… You're mine' she finally managed, turning pleading eyes to him.

'Like you are mine?' he asked bitterly. 'Only it's okay for you to have boyfriends, but not for me to have a girlfriend. I'm supposed to sit around waiting for you to acknowledge my existence every other week? Bloody marvellous deal you have there. Not so great at my end of course.' The resentment in his voice and truth in his statement made her cringe. Of course it was fine for him to have a girlfriend. Just not Willow. Or Olivia. Or… well, pretty much anyone if she was totally honest. She looked at him, seeing the anger draining out of him and being replaced by sadness. Her heart was acting up again, and her stomach was curling up somewhere in the vicinity of her tonsils. She hung her head as she answered.

'You're right' she said quietly. 'Only…'

He gave her a weary look as she irresolutely examined her shoes.

'Only?' he asked when he thought the silence had gone on long enough.

Buffy looked up at him, a sudden determined glint in her eyes. She quickly walked over to him and put her arms behind his neck. Gently pulling him down into her reach she let her lips meet his. She could feel his muscles stiffen in shock and he opened his mouth to protest. She quickly seized the opportunity to let her tongue glide into his mouth, savouring the taste of Giles. Definitely not eewy. She gave a contented sigh and started to explore. Suddenly his mouth came to life and his tongue caressed hers in a playful game of tag. His arms crept around her waist dragging her body closer to his. She moaned her pleasure into his mouth, moulding her body to his and tightening her grip on his neck. Mmm… Giles really knew how to kiss… A sudden flare of brain capacity picked up on that thought and insistently tapped at her consciousness. She was kissing Giles. And it felt good. She was kissing Giles. And it felt really good. SHE WAS KISSING GILES!? The thought finally caught on and she quickly freed herself and took two steps back. She was breathing raggedly and her body ached to return to the warmth and thrills in Giles' arms. She looked up into his surprised eyes before turning around and hightailing out of his apartment.

Giles looked after her and whistled silently. Interesting. After just one day of Willow's harebrained scheme he'd gotten closer to his dreams than he'd ever thought possible. The corners of his mouth turned upwards. Very interesting indeed.

Buffy tore out of Giles' apartment and started running towards the campus area, all the way accompanied by the thought of the fact that she'd kissed Giles. And that she'd liked it. More than liked it… She would probably need a shower when she came home. Not necessarily with hot water added. The arousal she'd experienced when his tongue had teased hers didn't seem prepared to go away without a fight. She'd kissed Giles. Her Watcher, Giles. Kind, reliable, sweet, old Giles. She stopped. Old? Well, oldish... A lot younger than Angel… Anyway, she'd kissed him and it had been far from eew. But what was he doing with Willow? Once more she thought of that searching tongue exploring her mouth. Oh, God. She so didn't want to know what he was doing with Willow.

'Hey, Buffy?'

She felt a hand on her shoulder and quickly crouched down into fighting position. Riley jumped back and laughed at her.

'Don't worry, I come in peace,'

Oh, goody. Another hitch in the sitch. She frowned and he gave her a questioning look.

'Are you okay?'

'Just a bit of a headache, no big' she lied.

'Oh. So you don't want to go for a movie or something tonight then?' he said dejectedly, giving her the sad puppy eye treatment. Buffy gave him a bemused look. 'Movie? Popcorn? My treat' he tried again.

'No thanks, Riley. I'd better stay in bed for today.'

'Or we can do that' he grinned and leaned in for a kiss.

Buffy took a step back.

'I might be contagious' she explained when she met his hurt eyes.

'I don't mind' he said stubbornly, once more leaning in for a kiss.

She sighed and let him, surprised at how reluctant she was for him to kiss her. The kiss was soon over, and she found herself comparing it with the one she'd just shared with Giles. And definitely not in Riley's favour. He didn't seem to note her detachment though.

'So. Do you want some company?' he asked hopefully.

'Huh?' Buffy gave him an empty look, her mind fully occupied with memories of Giles' lips.

'You said you were going to bed. I'm offering to keep you company.'

She gave an exasperated sigh. Maybe she should take up wearing glasses. There were times when the polishing of glasses seemed of the essential.

'No thanks, Riley. I really need to catch up on my sleep.'

He finally gave up, and after another kiss he ambled away over the grass. Buffy heaved a sigh of relief and let her mind go back to the important stuff. Like Giles. And lips. And tongues. Oh, and Willow…

Buffy was surprised to find Willow slouched on her bed when she entered their dorm room. The guilty look and the throaty giggle left Buffy in no doubt as to who was on the other end of the line, and her eyes narrowed in anger.

'Really?' Another throaty giggle made Buffy's teeth stand on end. 'Now that's interesting.' Buffy started to pace the floor and Willow gave her an apologetic glance. 'Uh, Giles, I've got to go. Buffy is back.' Buffy tried to hear what Giles had to say about that, but not even Slayer hearing could make it out. 'Okay. See you tomorrow. Bye, Giles.' A short silence and then Willow laughed. 'You're right. Bye, Rupert.'

Buffy's eyes grew wide. Willow was calling Giles "Rupert"?? And in that disgusting throaty voice as well? Admittedly Willow was her best friend, but at the moment she was very lucky that Buffy hadn't got a stake handy. She glared into Willow's laughing eyes.

'So that was Giles?'

Willow gave a happy nod of acknowledgment but made no comment.

'So. You and Giles, huh?'

Another silent nod, but the Wicca's eyes seemed to be laughing even harder. Buffy started pacing again.

'Does Xander know?'

'Sort of' she answered with a secret smile.

'So everyone knows but me? I'm supposed to be your best friend, Wil!' Buffy scowled at her.

'Well, it hasn't been easy telling you, firstly because you're never here, you're always out with Riley, or on patrol - which is important and so, but still means no Buffy around to tell stuff – and secondly… I mean it's Giles. And you're… a bit possessive of him, you know. And then it's the whole eew thing you had going when it came to Olivia. And I don't think he is. Eew, that is. And… well…' Willow trailed off and gave Buffy a pleading look which Buffy ignored.

'How…' Buffy wasn't sure how to continue, but Willow was happy to answer anyway.

'You know how miserable I was after Oz left, right?' Buffy nodded 'And I was feeling rather lonely. You were off with Riley, and Xander… well, Anya keeps him pretty occupied…' They exchanged embarrassed smiles. 'Well, I started hanging out at Giles'…' she stopped and gave Buffy another embarrassed smile 'Rupert's, and we started to talk, and… well, that crush I had on him years ago sort of returned.' She shrugged. 'And then one evening we were watching TV and I sort of… well, let's just say that Gi… Rupert. See, I'm getting better!! Well, Rupert got a bit of a surprise. But it's all of the good, right?' She gave Buffy a beseeching look and Buffy quickly looked away. She didn't want Willow to see that flickering doubt that it was NOT of the good. That Buffy was being Selfish Buffy and begrudging her best friend her new boyfriend just because SHE wanted him.

WAIT A MINUTE!! Backtrack!!! Since when did she want Giles?? Her subconscious rolled its eyes. Since about always? Remember how you feel safer with him than with anyone else? How he can make you laugh harder than anyone else? How he can arouse you more than anyone else? She snorted. Okay, that's bloody it. Get out of my head! And out of the gutter for that matter!!

She realized that Willow was still waiting for an answer and met her eyes with a guarded look.

'Yes, Wil. It's all of the good' she answered reluctantly. She was awarded a 1000 watt smile as Willow bounced up and down on her bed.

'Does that mean we can discuss the wonders of my boyfriend now?' she asked happily.

Buffy gave her a tight smile. The anger was far from gone, and her body was still suffering from the arousal she'd experienced. In the hands of Willow's boyfriend she reminded herself. The previously fictional headache was by now getting very, very real.

'I'm sorry, Wil, but I have a headache coming on. Can we discuss Giles' advantages tomorrow?

Willow didn't look too downcast by the postponing. In fact she looked rather smug. Buffy tried not to glare at her, but wasn't quite sure she'd succeeded. The smugness increased.

'Okay. Do you want to be alone? I can go over to Rupert's if you like?'

No, she definitely didn't like.

'No, it's okay, Wil. Please stay. It's nice having you here. You were right. We haven't been hanging out together for way too long.'

Willow gave a happy squeal and hugged her warmly. Buffy smiled.

'Maybe we could do something together tonight? You know, just the Scoobies?'

Willow nodded vehemently.

'I'll call Xander. Maybe we could go over to Giles and watch some movies?'

Buffy hesitated. A night with Giles sounded nice. A night with Willow and Giles on the other hand… not so much.

'Wouldn't it be more fun with just the Scoobie gang?' she asked uncertainly.

Willow gave her a hurt look.

'Giles is a Scoob. He's like the original Scoob. You don't get much Scoobier than Giles!'

Buffy ungraciously accepted her defeat and Willow squealed again. Buffy grinned at Willow's enthusiasm. It was good to see her happy again. Even if she preferred not to think of what had brought the happiness on.

'Hi, Xander. Me and Buffy thought we'd…'

Buffy stopped listening and returned to her fuzzy thoughts. She had kissed her best friends boyfriend. And he had kissed her back. That was bad in oh so many ways. But at the same time she'd been kissing Giles. And HE'D been kissing her back. Which had been very, very good. She groaned. She could almost feel her brain trickle out through her ears. Denial. That was the road to take. Nothing had happened. She'd never kissed Giles, okay! She'd never even thought of kissing Giles!! Her subconscious leered. So. Want to think of it now? His soft lips caressing hers. His tongue flicking at… She jumped guiltily when a hand was waved in front of her eyes, and she looked up at a grinning Willow.

'So Xander is onboard. And he's bringing Anya.' She gave Buffy an apologetic smile. 'So if it's the extended Scoobie's night maybe you should invite Riley?'

Buffy didn't have to think for long. She had no intention of bringing Riley to Giles' but she didn't want to dwell on the reason. Willow raised her eyebrows at her fervent declination but didn't ask questions.

Buffy raised her eyebrows at the relatively modern TV equipment.

'Wow, G-man's gone techno guy' was Xander's impressed input.

Giles turned a stern look at him at the dreaded nickname, but relaxed and shrugged awkwardly at the implied compliment. Willow smiled proudly.

'Oh, you should see his new CD player. And the CDs. He's got even more CDs than Oz!'

Willow's face turned red at the mention of her ex boyfriend, and she turned her gutted face towards Giles. With an encouraging smile he put his arm around her shoulders and dragged her closer. Buffy gave them a disgusted look.

'So. Where is this mythical CD? And the CD collection. I think it's time for mocking the Watcher guy's taste in music.'

Wil gave Xander a mortified look.

'It's in his… uuh… you know…' she waved her hand in the general direction of the stairs. They all looked thoughtfully at the stairs, knowing fully well that the only room upstairs was Giles' bedroom. Buffy felt her eyes moist over and quickly looked away. Denial was a lot easier when the evidence wasn't glaring you in the face. Blinking a couple of times she turned back again and gave the new couple a sour look. The soft look on Giles' face – the one she was beginning to recognize as his Willow look – was directed at her friend and they were exchanging a long, laughing gaze. She glanced over at Xander, hoping for an encouraging look of disapproval, but he was watching Giles and Willow with an amused expression.

'So. Are we watching a movie or what?' she asked grumpily and stalked over to the closest armchair.

'Uh. Yes. Movie. Yes. Xander?' Giles gave his young friend a questioning look, and Xander swiftly produced five DVDs.

'Didn't know what we were going for here, so I brought some back up.'

There was a heated debate before a decision was made, but finally a film was picked and snacks and soft drinks distributed. Buffy crawled up into the armchair feeling very lonely and left out. This had been a really bad idea. She looked over at the couch where Willow was comfortably curled up beside Giles with his arm protectively around her. Oh, she was SO in the mood to slay something later on. She realized that the redhead was looking back at her with a contented smile. She smiled bleakly back at her before trying to return to the film, but she just moved restlessly and sneaked another peak at Willow and Giles. Her eyes narrowed as she saw Willow whisper something into Giles' ear. And Giles' lazy grin. Her heart started misbehaving again and she quickly looked away. Her eyes kept darting towards the sofa ever so often, and every cosy detail added to her discomfort. Willow's hand on Giles' chest. His hand playing with her hair. The smiles they kept exchanging. She felt a strong urge to cry, and abruptly jumped from her seat.

'I'm getting more popcorn, does anyone else want anything?' she asked and fled to the Watcher free space of the kitchen.

Giles looked after her and then back at Willow who smiled reassuringly and indicated that he should follow his Slayer. Since Buffy had stopped just inside the door he almost fell over her when he entered, and he grabbed at her shoulders to stop himself tumbling over.

'Is anything the matter, Buffy?' he asked worriedly.

'Nope. All good. Except on the popcorn front. As in not enough of them' she answered a bit too brightly. He frowned slightly, but decided to let it go.

He looked down at her, slowly realizing that he was still holding onto her shoulders. About to let go he noticed how goose bumps were spreading from where he was holding her, and his lips twitched into an evil grin. So Willow might be right. He made a mental note not to doubt the young Wicca again and took a step closer to his Slayer. He let one of his hands drop down to her wrists, lightly touching her bare skin all the way down. He was pleased to see the shiver that ran through her body and the almost unnoticeable movement to lean backwards, closer to him. He smirked and leaned close to her ear.

'You know you can tell me anything' he whispered huskily, making sure that she would feel his hot breath on her neck. Raising his head he watched, fascinated, as more goose bumps appeared. He forced himself to remove his hands and take a step back. Nonchalantly leaning against the door post he gave a satisfied smile as he heard a small whimper. She slowly turned around and looked at him with wide eyes. He forced his features into an innocent expression desperately hoping that she would keep her eyes above waist level or she'd realize he was far from unaffected. To his relief her confused eyes were glued to his and he had to hold on to the doorframe to keep from walking over and ravish her on the spot. But Willow had an itinerary – and so far it had exceeded all his expectations. So he fully intended to stick to it. He gave Buffy a vague smile, eagerly watching conflicting emotions flying over her face. He could see how she reached a decision and how she straightened her back to walk out of the kitchen. When she reached the door he put out an arm to stop her. He heard her gasp as his hand involuntarily brushed her breast. His heart took a giddy leap as he felt the hard nipple. And he felt something else growing harder as well. He took great care to keep that part out of harms way as he reached past her and grabbed the snacks bowl.

'Don't forget your popcorn.'

She gave the bowl a confused glance before her brain finally kicked in.

'Umm… yes. Thanks. You know me. Ditzy blonde girl.'

She was dejectedly studying the popcorn and he gave her a disturbed look.

'Buffy?' She looked up at him and he was surprised to see tears in her eyes. 'Buffy, you are the smartest, kindest and most beautiful woman I've ever known. Don't ever let me hear you sell yourself short again.' She was happy to see him looking at her with one of his only for Buffy smiles and she gave him a big, teary eyed one in return. He hoped she would return to her place in front of the TV since he was in dire need of a couple of minutes of alone time to have a serious conversation with his unruly body functions. He was therefore taken by surprise when she threw her arms around him for a warm hug, and he had no opportunity to hide his erection. He hesitated slightly before looking down into her wide, bewildered eyes. So. Surprises all around then…