By Gileswench

Author: Gileswench
Date: 8/22/00
Spoilers: A few. Through season 4 to be safe.
Summary: Buffy is feeling frustrated. Can her favorite Watcher help?
Rating: NC17, PWP
Pairing: Buffy/Giles
Distribution: You want it, you got it. Just let me know where it goes.
Feedback: Constructive criticism always welcome. Praise abjectly sought.
Disclaimer: It all belongs to Joss, Mutant Enemy, etc., etc., etc. I just let them have all the fun Joss won't. I own nothing except my twisted mind which you really don't want. Please don't sue.
Notes: This takes place over the summer between seasons 4 and 5. Willow and Tara and Buffy share an apartment. This is my first fanfic and my   first attempt at  writing smut. Be gentle with me.



Buffy sailed through Giles' front door without bothering to knock.

"Giles?," she called, "I'm here for training. Sorry I'm late."

Buffy jumped as she felt a gentle tap at her shoulder and spun around, assuming a defense posture. When she saw who it was she dropped her fist.

"God, Giles don't do that! I could have hit you."

"I shall endeavor to remember that safety tip in future.", he replied dryly. Buffy merely frowned in reply. "Well, we seem to have a new record. I appear to have managed to offend you with one sentence." The girl continued to glare at him as she flopped onto the couch, arms folded.

"All right, Buffy; what's bothering you?," he sighed sitting quietly next to

"Bothering me? Why should anything be bothering me? You just sneak up behind me and try to get me to give you another concussion or something, and you want to know what's bothering me?"

"Well you've never seemed to give much thought to the question of how many concussions I've suffered before, nor did you actually hit me, so I rather doubt that that is the source of your current mood. You do, however, seem to be upset with me. Would you care to tell me what precisely it is I've done?"

He sat looking at this Slayer with one eyebrow raised. Buffy continued to glare into the distance, unable to articulate her thoughts. Giles sighed and tried again.

"Usually when you're this upset before we even begin, it's because you wish fervently to be somewhere else. Did you have plans?" He hesitated briefly before asking: "Is Riley back? Did you wish to be with him?"

Buffy emitted a bark of laughter.

"Riley? He is so of the past. We broke up about a week after we took out Adam. Once we were out of danger, we had nothing left to talk about. Not to mention he's not so happy that I ruined his career. Anyway, we never really got past the whole sleeping with Faith thing. The whole deal was too Jerry Springer for words."

Giles couldn't help a momentary surge of pleasure at the thought that Riley was gone. He'd never cared for the younger man, but didn't wish to examine his reasons too carefully. The more important thing at the moment was to try to help Buffy understand why she was so upset and hopefully find an answer to the problem once identified.

"I'm sorry, Buffy, I really had no idea. Is, is that what has you so unhappy?"

"No, and it isn't you, either.," she answered finally. "Actually, I hate to admit this, but..."

"Yes?" Giles prompted after a moment.

"Willow. And Tara."

"Is it something they've done? Have you had a fight with them?"

"No, they didn't do anything. It's just...I don't know. I shouldn't be mad at them, 'cause it's not their fault. They don't even know."

"Know what, Buffy?"

She couldn't even meet his gentle green eyes when she answered.

"That ever since I moved in with them, not one guy has even looked at me. It's ironic; nobody in Sunnydale ever notices vampires, demons, ghouls, witches, poltergeists, or commandos on campus, but the minute I move into the same apartment as a lesbian couple, every guy in a twenty-five mile radius thinks I'm gay too. And they're so into each other. All night and all day. And the walls are thin."

Giles listened in growing horror.

"Y-you mean..."

"Makes Xander and Anya seem completely...well...not sex-obsessed. The only difference is that Willow and Tara at least try to save it for when the doors are closed."

"Bloody hell! I never would have thought..."

"Isn't there a proverb about still waters? Anyway, Sappho Central is one non-stop funfest for them but it's driving me crazy, not to mention completely cutting off any hope I have for working out my frustrations in the near future since I'm suddenly a boy-free Buffy. I've even had a couple girls ask me out. If I ever want sex again, I may just have to take one of them up on that."

Giles sat and gaped, both at this unasked information about Willow and Tara, and at Buffy's obvious sexual frustration. Since his own was not much less than Buffy's, he would have to choose his next words carefully to avoid either shocking her or letting her down.

"Buffy, I...t-that is... there's no need to resort to that. U-unless of c-course you want t-to." He took a deep breath. "H-have t-taking matters...i-into your own hands as it were?"

Buffy couldn't help laughing at her erstwhile Watcher as he turned a yet deeper shade of crimson and fiddled with his glasses to avoid meeting her eyes.

"Are you actually asking if I masturbate?"

"Well, yes." He steadily avoided her gaze.

"That's so sweet of you." He looked at her, startled. "Not that you want to know, that's a little weird even for you,but that you're actually trying to help with this. I haven't heard you stutter so much in...well, ever. And I'll tell you on one condition." She smiled at him wickedly.

"What might that be?"

"I'll tell if you will."


"Hey ask a personal question. Anyway, you forget, I know what you can do, thanks to Mom's memories of you on a certain police car and I haven't seen Olivia around in I don't know how long, so you must be doing something. So, do you?"

"That's extremely private, Buffy."

"And asking me isn't? C'mon, Giles, give."

"All right, yes! I masturbate. Does it make you happy to know that? And I'll tell you another thing: I don't as much as I'd like what with you lot simply waltzing in at all hours without so much as a by-your-leave. The only time I can be assured of the privacy needed is in the shower and I know it is simply a matter of time before one of you decides to join me in there as well."

"Okay, okay, don't bite my head off. I'm not getting any either, y'know. And yes, I do it too. God, I've spent so much time doing that it's a wonder my fingers haven't turned into prunes! And the worst of it is...", she trailed off, her anger turning into embarrassment.

"Go on; what's so awful you can't tell me?"

"It's...who I think about."

"Let me guess: Bloody Angel again!'

"No, you, you...poophead! It's you!"

Giles stared in disbelief, unable to speak for a moment.

"What? You think about me?"

"I know, it's sick and I need years of therapy. Just forget I said anything."

"But, I fantasize about you, Buffy. Always you."

It was Buffys' turn to stare.

"How long?"

"Far too long. I love you, Buffy. I don't know quite when it started, but I knew long before that git Travers said I had a fathers' love for you. I very nearly announced it to the world then and there, but somehow I felt you wouldn't take it very well just at that moment."He smiled wryly. "I don't actually know how you're taking it now. Do you think you could tell me how you feel?"

Giles held his breath waiting for Buffys' answer; the one that would either dash all his dreams or make them come true. Her hazel eyes locked on his green ones for a long moment.

"You mean all this time I've been making do with Angel and Riley and whoever when I could have had you for the last year and a half?! Dammit Giles I love you too!"

Suddenly they were in each others' arms, kissing wildly for the first time. Giles prodded gently at Buffys' lips with his tongue and she opened herself to him, using her own to claim his mouth as surely as he claimed hers. His kiss was sweet and hungry, passionate and warm. Buffy felt her knees turn to jelly as she ran her fingers through Giles' hair. She moaned against his lips as he laid her down on the sofa, pressing his growing erection to her.

Giles moved his mouth from the girls' and began to kiss and lick his way down her throat as he tangled one hand in her blonde hair and caressed her back with the other. He paused briefly when he reached the neckline of her tank top. He kissed the valley between her breasts, dipping his tongue slightly below the stretchy fabric. Then he looked up to her face softly smoothing the hair from her brow.

"Buffy, are you quite certain you want to do this? There's no rush, you know."

"Giles! I'm not a little girl, and I'm not a virgin. We've both wanted this for a long time and if you don't make love to me right now, you're going to have one seriously cranky Slayer to deal with. Do I make myself clear?"

His reply was a kiss that made her toes curl and re-jellified her knees.

"Just making sure, love", he grinned as he swept her into his arms and carried her up to the loft.

As Giles deposited Buffy on his bed, he realized she was giggling. "What's so funny?"

"Your glasses. I can't believe they're still on!"

He yanked the offending -and alarmingly askew- lenses from his nose and tossed them on the dresser. Since they had been disrupted, he divested himself of his shoes and socks at the same time. Then he did the same for Buffy.

"Now, where were we, Miss Summers?", he teased, draping himself over her on the bed.

"I believe you were about here, Mr. Giles.", she returned bringing his face back to that delightful valley he had been exploring earlier.

This time he nibbled and licked his way all across the front of her neckline, caressing her stomach with one hand. When his hand snaked its way up to cup one breast, she whimpered.

Giles moved his hands to her waist and pulled the shirt over her head, then made quick work of her bra. He stared in awe at the lovely mounds with their rock-hard pink peaks. He touched both reverently before taking one rosy bud into his mouth and suckling hungrily, his hand continuing to fondle the other.

Buffy squirmed with pleasure as Giles switched his mouth to her other nipple. He took his time, nibbling one bud and then the other until she was moaning desperately. His hands began trailing down her taut stomach, his talented lips following to the waistband of her sweatpants.

With a sudden move, Buffy flipped Giles on his back. "Uh uh, Watcher-man. There's something way wrong with this picture."

"And what would that be, Slayer-mine?", he grinned.

"You're wearing too many clothes."

With that, Buffy pulled his sweater and tee shirt off so she could admire his chest. She ran her hands through the light matting of hair, starting slightly when he flinched as her fingers reached his nipples. Realizing they were as hard as hers gave her an idea and she leaned down to suck one gently into her mouth.  He groaned as she swirled her tongue around it and ground his erection firmly against her.

"Oh God, Buffy!", he groaned as she moved to the other nipple mimicking his earlier ministrations on her. Giles pulled her face back to his so he could lavish more kisses on her mouth. Their hands and lips were everywhere on each others' bodies.

Giles reversed positions again so he could ease Buffys' sweatpants and panties off with one swift movement. He sucked in his breath as he gazed at her nakedness for the first time.

"You're so much more beautiful than I could ever have imagined", he told her, his voice shaking with emotion.

Lovemaking with Giles was a revelation to Buffy; this was the way it was supposed to be. Her one, rushed encounter with Angel had been a desperate, awkward tussle. Parker had barely concerned himself with pleasing Buffy at all. Riley had been the best up to this point; gentle, sweet, polite (ladies first), but woefully unimaginative.

Giles combined a tenderness Riley could never hope to achieve with all the passion Buffy had dreamed of and a sexual inventiveness that took her breath away. He lit fires in her belly and soul, yet was playful, making her giggle and laughing in answer to her delight. That her Giles - Mr. Repression - could be so open and joyful in bed touched Buffy deeply. Finally, she was seeing Rupert Giles whole. Finally she could know him as completely as he knew her.

As Giles began to kiss and nibble his way purposefully down Buffy's belly, she tensed slightly. As usual, Giles knew what she was thinking before she could give the idea voice.

"It's all right, my love.", he told her gently. "Has no one ever done this for you before?" She shook her head, embarrassed. He took her hand and kissed the palm in a comforting gesture. "Don't be nervous, love." He kissed her inner thighs, one at a time. "Just relax and enjoy."

Sensing that Buffy was still unsure he suggested:"How about a little role-play? You be Little Red Riding Hood and I'll be the Big Bad Wolf come to eat you." He grinned playfully and grazed his teeth along one thigh while growling low in his throat. Buffy couldn't help laughing at that.

While she giggled, he began his oral explorations of her sex. Giles kissed the entire area surrounding the soft nest of curls between Buffys' legs, then ran his tongue gently over her labia. With each lick he increased the pressure slightly until they parted. He teased his tongue around the opening of her pussy, swirling it around but carefully avoiding the hard nubbin of her clitoris.

Buffy moaned and bucked her hips seeking release, but Giles continued to tease her. Just when she thought she would die if he didn't touch her clit, his tongue began to flick softly across it. At the same time, he eased a finger into her sopping channel, then another, and began thrusting them in rhythm with his licking. Soon Buffy was riding the wave of the most intense orgasm of her life, but Giles continued his ministrations, bringing her to another, and another before he began to pet her down.

Giles moved to hold Buffy, kissing her softly and brushing the sweat-slicked strands of hair from her face as her breathing returned to normal.

"Did you like that, love?" he whispered in her ear.

"It was incredible. I've never felt like that before."

"Are you ready for more?"

"Yes, Rupert, I want you inside me."

Giles buried his face in Buffys' shoulder for a moment. When he looked up at her again, she realized he had tears in his eyes.

"Are you okay?"

"Yes, Buffy," he breathed, "It's just that...I've so longed to hear you call me that. I love you more than words can possibly express."

"And that from Bookman" Buffy teased, a little teary herself. "Show me, Rupert."

Giles kissed his love passionately, running his hands over every inch of her body. Then he shifted to remove his jeans and boxers. Buffys' eyes widened at the sight of his engorged penis.

"Wow! So that's what you've been hiding all this time."

"I take it I meet with your approval?"

"Definitely. I just hope it fits. I mean, I've seen smaller quarterstaffs. Also I'm guessing you aren't Jewish."

"Not to the best of my knowledge, no."

"And your knowledge is always the best, isn't it?"

"I do know that it's important for a Slayer to acquaint herself with the weapons she uses."

As they kissed again, her hand moved to encircle Giles' rampant cock. He gently showed her how to slide the foreskin back from the head. Then she began to explore the shaft, seeking his most sensitive spots. Buffy was a quick student in all physical matters, so it was not long before Giles was moaning and thrusting his hips desperately under her questing fingers. Reluctantly he pulled them from his member and held her until he could regain some measure of control.

His hands, however, continued working their magic on Buffys' sensitized skin. They sought her breasts, her thighs, her rounded buttocks, and dripping center, working the girl into a frenzy of desire.

Removing one hand, Giles felt for the drawer of his nightstand and retrieved a foil packet. He was surprised to feel it plucked from his fingers.

"May I do the honors?" Buffy asked.

"You certainly may, love" he replied, rolling onto his back.

Once the condom was in place, Buffy straddled Giles' hips. She leaned down to kiss him again before centering herself over his cock and beginning a teasingly slow descent.

It took all of Giles' concentration not to simply thrust wildly as soon as he felt Buffys' wet, tight heat surrounding him. Somehow, though, he found the patience to allow her to accustom herself to his hard length, waiting until she began to move restlessly over him. Only then did he allow himself to move his hips in a slow, steady rhythm.

After several minutes, Giles knew he was too close to wait much longer for his release. He flipped Buffy onto her back and began pounding wildly into her, adjusting the angle so that the hard shaft of his penis scraped her clit with every thrust. Her hands were clutching his shoulders as he balanced himself on his elbows, one hand stroking her blonde hair. Both made wondering, inarticulate sounds of pleasure until they cried out in twin bliss of orgasm.

Afterwards, they held one another, kissing and murmuring soft words of love until Giles reluctantly pulled himself out of Buffy to dispose of the condom.

When he returned to bed, Buffy asked him: "So, should we hit the shower?"

"I knew it!" Giles giggled. "I knew it was just a matter of time until you joined me there!"

"Hey! Be glad it's not Anya." They both laughed as Giles gathered his lover to him.

"All I want in this world is to hold you close and make love to you all day and all night."

"Sounds like a plan to me, Rupert. But can we take a nap first?"

"I thought that was supposed to be my line. Isn't it always the man who's accused of dropping off immediately?"

"Rupert, honey, you should know by now that we never do things the normal way" she yawned, slipping back the covers. He joined her there, pillowing her head against his chest.


"I'm telling you something's wrong. It's not like Buffy to just disappear - poof! And I haven't heard from her since this morning when she went to Giles' for training. That doesn't last twelve hours, ever!"

"Will, calm down. She probably just...okay I have no idea what she would be doing all this time, but she's Buffy. She's probably fine." Xander was trying very hard not to panic.

"Probably fine? Like she was "probably fine" when she faced the Master? And Giles hasn't been answering his phone either which is kinda weird too. I mean it's not like he goes much of anywhere. What if some demon got into his place and they're both hurt or something, or...or they've been kidnapped or something?"

"I think they're either arguing or having sex."

The other three stared at Anya.

"Okay, first: eeuww! Second: they haven't had a fight since the whole end of the Initiative thing. Third: eeuww!"

"I second that eeuww-motion." Willow agreed.

"I t-think Willow and Xander are r-right. "

"Big surprise. The witches stick up for each other. Look, I was in the vengeance business a long time. I can smell the repression on those two. I bet you twenty dollars they're giving each other orgasms right now."

"You're on. " Xander sounded very sure of himself. Willow and Tara shrugged and decided to take the bet as well. Willow opened the door of Giles' apartment.

From the loft above came the sounds of squeaking mattress springs and the sight of naked British butt thrusting wildly between tanned Slayer legs.

"Oh God, Rupert! Yes!"

"Buffy! Oh I'm coming! Ahh!"

As they closed the door behind them, Willow, Tara and Xander each quietly placed a twenty dollar bill in Anya's outstretched hand.

"Okay, new rule: when we have to go to Giles' place from now on, we knock."

The three girls all nodded.