It was the middle of July and Willow was in school. She didn't have summer
  school, because, after all, she WAS Willow Rosenberg. She was helping Giles
  with researching prophecies and finding the Slayer. Willow rose from her
  station behind the computer and walked two feet, then plopped down into
  another chair. She sighed as she rested her chin on her hands.

  Giles looked up from the array of tomes scattered over the table. His eyes
  settled on the girl across from him, the girl who looked miserable. "What is
  the matter, Willow?"

  Willow looked up. Her lower lip was sticking out, making her look like she
  was about to cry. "Well, Buffy's gone. And Xander's off doing God knows what
  with Cordelia, and Oz is being an airhead. He's all in total "concentrate on
  nothing but the band" mode." She saw a small look of confusion cross Giles'
  face. "I guess I'm just lonely. And tired of being alone. I think maybe I
  just don't want to be by myself anymore this summer."

  "Well." He gave a small insecure laugh as he cocked his head to the side.
  "You still have me."

  Willow sighed, "Yeah, I still have you. But you're the librarian."

  Giles took off his glasses and pinched the bridge of his nose. "Is that all
  you'll ever see me as?" he asked with sudden anger.

  Willow looked up, confused. "Giles, I..."

  "It doesn't matter. Nevermind."

  Willow rose and crossed over to where he was sitting. Pulling out a chair,
  then sitting down demurely, Willow looked at Giles with big eyes. "No,
  explain what you meant."

  "I didn't mean anything. It's nothing Willow." He shut his eyes tightly.
  How could he tell her? How could he tell her that he was in love with her?
  That he had been in love with her ever since she first walked insecurely
  through the doors of his library?

  His eyes opened when he felt Willow's hand on his knee. "It's not nothing,
  Giles. It's something. Tell me. Please?"

  Her simple touch sent a bolt of electricity through him. Just being in the
  same room as the young red head made him feel giddy.

  He had never really minded when Buffy had involved Willow in her slaying
  activities, except when Willow was put in danger. But he had always tried to
  keep her away from harm. He would always suggest that she could do more help
  by staying with him and researching, rather than out fighting with Buffy.

  "Giles?" Willow asked expectantly.

  Giles began to breathe harder. Was he actually thinking of telling her? How
  would she react? Would she reject him? Would she laugh at him? Would she
  think that he was a dirty old man? Would she walk out of the library and
  never return?

  "Um, Giles? Sometime today?"

  "Oh, yes. Your, uh, your question. Well, I, I'm not quite sure how, erm, how
  to tell you."

  "Giles!" Willow cried, exasperated.

  "I'm in love with you. I have been for two years," he said quickly, then
  looked down, unable to look at the object of his desire.

  Willow sat there silently, then spoke. "You, you love me?"

  "Yes," Giles said quietly.

  "Well, Giles, we work so closely together, it's only natural that we have
  feelings for each other. I mean, I love you too."

  Giles finally looked up. 'No, Willow. I'm IN love with you. I want our
  relationship to be more, to be... I don't just want to be a father figure to
  you."

  "You...are...IN love with me? Like warm fuzzy feelings and flowers and lips?"

  "Uh, yes, I think that's it."

  "Oh." Willow was at a loss. How was she supposed to respond? Should she
  tell him that she only thought of him as a friend? Is that the only way she
  saw him? Sure, she had had girlish fantasies involving him, but they didn't
  mean anything, did they?

  Willow's face was blank as she stared at Giles' hands, which were clasped
  tightly together. She tucked her hair behind her ears as she tried to figure
  out what to say or do. Her hands clenched and unclenched out of nervousness.

  "See, I shouldn't have told you. Now you think..."

  "Giles," she said as her gaze traveled from his hands to his panicked eyes.
  "I'm glad you told me. I just...don't know what to say back."

  "You don't have to say anything. I should not have said anything. We should
  just...move on." He said hopefully. He got up and began to pace slowly.

  Willow's voice was quiet, and her brow was scrunched up like she was having
  deep thoughts. "It's not everyday a guy tells me he loves me, Giles. I don't
  know how to... You're not just the librarian to me." She paused. "What
  about Ms. Calendar?" She winced a little when she saw him stop pacing and
  tense up even more.

  "Sometimes, what are meant as distractions, end up turning into more."

  "But..."

  "I loved her, Willow." His voice was soft and full of emotion. "I still love
  her, but I never stopped loving you for an instant."

  Willow's eyes focused on her hand, which was picking at the fingernails of her
  other hand. "Why?"

  "Why, what, Willow?"

  "Why do you love me? Why are you IN love with me?"

  "You have this...fire in you. You don't let people see it often or for very
  long. But it's brilliant. When it's visible, it makes me just want to be
  encompassed by it. Willow, you're very intelligent and bright. You have a
  soul older than your years. You, you have this sparkle, in your eyes. When I
  look directly in them I feel like I could get lost. You hands are the
  prettiest hands I've ever seen. You have such a lovely smile, dear. I always
  feel blessed when you smile. You are so very beautiful, Willow. You are so
  unlike Buffy and Cordelia. They are pretty, but they do not possess the
  beauty that you have. I love how your face crinkles up when you are confused,
  like now."

  Willow sat quietly listening to this man, naming random things about her that
  he loved. She had never heard Giles speak so passionately. He had lost his
  usual stutter and stammering. When he was about to go on, Willow spoke up.
  "I have these...dreams and daydreams about you. I've been having them for
  over a year now." She suddenly looked down, not believing that she had
  actually told Giles that she had had fantasies about him.

  "What? Dreams?"

  "Yeah." She put her hand to her head. She had admitted to it again! What
  was wrong with her?

  "What sort of dreams?" Giles asked with interest.

  Willow let out a breath that resembled a laugh, then slumped her shoulders.
  Her face was red as she tried to find words. "You know. The kind of dreams
  that... The kind that I could never tell my mother or father about."

  "Oh." Giles' heart leapt, knowing that she'd had fantasies about him. The
  door was open. But open to what? She was a student and he was faculty. He
  was twenty-five years her senior. No, this would never work.

  As Giles looked at Willow, he began to think about what it would be like to
  kiss her. To hold her. To watch her as she slept. He wanted to see what she
  looked like in the morning. He wanted to know her morning routine. Did she
  wake up, pick out her clothes for the day, take a shower, brush her teeth,
  then eat breakfast? Or did she wake up, eat breakfast, brush her teeth, take
  a shower, then pick out her clothing? He wanted to know if she snored or if
  she talked in her sleep. Did she steal the covers? He wanted to know
  everything.

  Willow took Giles' silence all wrong. She stood up and said quietly, "I think
  I'm going to go now."

  Giles was startled out of his thoughts. "What? Leaving? Willow, no." He
  took a breath. "I mean, please don't."

  Willow looked at him timidly. "Okay." She quickly sat down again.

  They both sat there for a few minutes, not saying anything. Neither one
  looked at the other. Suddenly Giles stood up. His sudden movement startled
  Willow. She stood up, on edge. As she fidgeted, shuffling her feet, she took
  small steps towards the nervous man.

  Giles' heart began to beat even faster as she made her way towards him.
  Before he knew it she was right in front of him. They were so close that if
  she were to breathe deeply, her breasts would touch his chest. Giles bent his
  arms at the elbows and his hands tenderly grasped her arms. He saw her close
  her eyes and take a deep breath. A flash of heat went through him as he felt
  her soft breasts gently brush against his hard torso.

  It was as if he couldn't breathe. Heat suffused his body when she looked up
  at him, her lips begging to be kissed. He bent his neck as his arms slid
  around her waist. For a brief moment he saw panic flash across her face, but
  it faded quickly and she relaxed into his embrace.

  Her tongue darted out to wet her lips, and Giles could no longer stand it. He
  had to feel those lips against his. He quickly leaned down and gently pressed
  his lips to hers. Opening his mouth a fraction, he sucked in her lower lip,
  delighting in the silky smoothness. He let his eyes slip closed when he
  realized that she wasn't pulling back. She began to return the kiss, very shy
  at first, then her tongue darted out to run across his upper lip. It sent
  shivers down his spine.

  Opening his lips more, he smiled as he felt her little tongue slide
  experimentally into his mouth. Giles let out a small chuckle when he felt her
  tongue touch his then withdraw. Suddenly, her tongue began to assault his as
  she deepened the kiss. She wrapped her arms around his neck, holding his
  mouth to hers.

  Giles' hands slipped up her back and grasped her shoulders. It was perfect.
  It was just how he had imagined it. He was kissing Willow, and he loved it.
  Suddenly, a thought occurred to him. They were kissing...in the middle of the
  Sunnydale High School Library. That little rodent man, Snyder, could walk in
  and catch them anytime.

  He gently pulled back, his hand coming up to gently caress her cheek. Her
  arms loosened around his neck and he felt like he was going to melt when she
  looked up with a mix of eagerness and amazement. He pulled back a little
  farther, still running his hand along her jaw.

  "I, I liked that. Why'd you stop." Her brow scrunched up as her hand stroked
  the back of his neck.

  "Well, I'm a member of the faculty, and you're a student."

  "Yes, I know that. That didn't stop you from kissing me in the first place,"
  she said a bit defensively.

  "No, Willow, it's just that the administration would not look kindly on this.
  It's not about you at all. It's about our location." He ran his other hand
  down her hair. "I'd love to go on kissing you for eternity, but we can't, at
  least not here."

  "Well where could we..." Her question was cut off as a thought entered her
  mind. "Oz," she breathed quietly.

  Giles looked down, confusion written on his face. "What?"

  "Oz," she stated a little louder. She took a step backwards. "I'm with Oz."
  Her face scrunched up and she frowned. "I can't. I can't do this."

  As she shook out of his tender embrace, he stuttered, "But, but, Willow..."

  She quickly went to the table and packed up her bag. "I have to go. This,
  this was wrong. I'm sorry."

  Giles' heart fell, and his arms hung limply at his sides. "Willow, why, why
  was this wrong?"

  Willow looked up, her red hair curtaining half of her face. "I'm dating Oz.
  You're the librarian. You're the same age as my father. There's a million
  things wrong with this."

  She quickly slung her backpack over her shoulder, walking swiftly away from
  the table and Giles. She did not look at him for fear of crying.

  Giles stood frozen, unable to move, unable to physically stop the object of
  his affection. He tried with his voice. "Willow, please."

  Willow ducked her head, quietly saying, "I'm so sorry, Giles." She pushed
  open the doors and quickly exited the library, never looking back.

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