Willow stood giggling under the sheltering branches of a large pine tree as Giles tried vainly to save their lunch.

They had decided that a day out in the sun would do everyone good. Giles had suggested some fabled Druidic remnants in the nearby mountains; they could hike, picnic and research. Not too surprisingly, everyone but Willow had begged off after the mention of research. Not that Giles really minded. He knew that he and Willow would finally have a chance to be alone
without the rest of the Scooby gang constantly interrupting.

The day was a bit hot and muggy, so they'd taken their time on the hike, enjoying the scenery and the company. The morning passed easily, in comfortable conversation and fresh mountain air.

They searched the area until lunchtime, undaunted by the lack of ruins.

Giles had just spread out the blanket when suddenly the skies opened. Virtually without warning, a summer storm let loose torrents of rain.

Willow had laughed and dashed under a nearby tree and then watched as Giles scrambled about trying to salvage something from the rain. But the storm had been so swift and so powerful, it was clearly a lost cause.

"Giles!" Willow called to him between laughs. He was already soaked to skin. "Forget it."

He shook his head and water cascaded off his face. "I think I've saved some of the macaroni!" he said triumphantly holding up a Tupperware container thatnproceeded to spontaneously burst open and spill to the ground. "Bugger!"

Willow let out a loud laugh.

Giles turned narrowed eyes on her and frowned, which only made Willow laugh all the harder. The image of him standing there, dripping wet with that adorable scowl, was just too much.

"I'm sorry, Giles," she managed to say, stifling her laughter. Unable to resist, she giggled again and ranto his side.

"Oh, never mind," he said in a defeated tone. "It's a total loss." He dropped the empty Tupperware onto the muddy ground.

Willow spied a banana and bent down to pick it up. "Oh, wait! Look!"

Giles couldn't help but steal a glimpse as Willow's short sun dress rose up ever so slightly. Her firm bottom waved tantalizingly in the air.

His damn jeans were soaked and stuck to his body like a thick second skin. He swallowed hard and shifted his weight hoping to relieve some of the new pressure.

She stood back up and smiled. "See!"

Giles grinned and shook his head. "Let's get out this rain," he suggested as he turned and headed toward the shelter of the large pine she'd been under.

Willow stood her ground and watched Giles' backside. And what a fine, fine backside it was. She couldn't help but admire the way his T-shirt lay tight against his skin, revealing the powerful vee of his back.

"Willow? Come on," he said over his shoulder.

Maybe the rain had melted her brain, or maybe it was the loud knocking of opportunity, but Willow suddenly knew what she had to do.

She took a deep breath. "I'm already wet," she said softly.

Giles, turning back to her, swallowed hard and watched her finger the banana. 'I think my jeans are shrinking," he thought.

Willow watched him for a long moment. His eyes were darkening by the minute.

"And besides, I'm hungry," she said as she slowly began to peel the poor hapless fruit. She ran her hand slowly up the smooth yellow skin, biting her lower lip suggestively.

"Are you?" Giles asked, his voice husky and deep and apparently beyond his control. She was seduction personified.

She nodded and opened her mouth, the rainwater streaming down her face, and took the tip of the banana between her teeth. Knowing she had his *full* attention, Willow wrapped her soft lips sensually around the end and looked, making sure to catch Giles' eyes.

Giles' jaw went suddenly slack. The thin material of her dress was molded to her slim figure. Her small round breast stood out in relief, the nipples already peaking.

She took a small bite and grinned as she chewed and swallowed. "Want some?"

Giles smiled and shook his head as he walked toward her.

"Aren't you hungry?" she asked, feeling her heart race at the look in his eye and the power in his stride.

He gave her a cocky grin and raised an eyebrow. "Oh, I'm hungry."

Willow's knees felt weak at the unbridled sexuality in his eyes, his voice, his movements. And summarily dropped the banana.

"Oops," she whispered absently, her eyes unable to look away from his.

He stopped just inches from her, and she could feel the heat coming off his body in waves.

"What will I eat now?" he purred.

He looked down at her; the rain still falling around them, closing off the rest of the world.

Willow's eyes locked on his chest. His T-shirt was molded to his chest, the cool rain tightening the copper penny nipples beneath the thin fabric, his firm muscles outlined beneath the cotton.

Giles reached out and titled her chin up. He wanted to, needed to, see into her eyes. This was the point of no return.

Her face, shining with passion and amazement, answered his questions and met his desire.

Reflexively, Willow licked her lips in anticipation, and Giles felt a rush of heat pass through his body.

"Willow--" Giles started.

She silenced him with a slender finger to his lips. "Shhh." Her finger lingered for breathless moment, barely brushing the water along the seam of his mouth.

Catching the rainwater between his lips, Willow brought her dripping finger back to her own mouth and greedily drank in the warm liquid.

Giles' breath caught at the feeling of her touch, the passion her simple gesture inspired.

"Willow," he whispered almost plaintively.

Her emerald eyes matched the evergreen surrounding her and blazed with emotion and desire.

Giles gave into the need to feel her again, to touch her, to assure himself that she was real and about to become his. He ran a long finger down her wet cheek, along her neck and back up to her chin.

He leaned down and his lips brushed against hers. A tentative caress, his tongue swept across her mouth.

Willow reached out and wound her fingers in his damp hair, pulling him toward her. She pressed herself against his body, demanding and possessive. The soft seduction was forgotten; the heat of desire flamed in its place.

Giles felt her small soft breasts flatten against his chest and groaned when she tugged his head closer. His large hands slid down her body, as he dove into her eager mouth. He swept along the curve of her ass, alternating kneading and caressing. Finally, he was able to hold her as he'd always dreamt.

Her tongue danced across the roof of his mouth, and he growled, cupping her bottom and pulling her body up into the air.

Urgently, panting with a racing desire, Willow wrapped her legs around his waist and felt his erection fighting the thick denim of his jeans.

She caressed the soft skin of his neck, feeling the heat from his skin and cool wetness from the tips of his hair.

Her own arousal aching, she slid slightly down his body, rubbing herself along the hard length of him. The rough friction only causing her gasp with heightened need.

As abruptly as she had forced the issue, Willow pulled out of the kiss. Breathing hard and heart pounding, she gazed into his face. The darkening hazel eyes were filled with amazement and no small measure of love. She needed more and was damn well going to get it. She
kissed him again, brief and tender. His mouth quirked in a smile as she lowered her legs, and he gently set her back on the ground.

He looked at her in confusion until he felt her small hands slide over his shoulders and down his chest. Her fingers brushed the hardened peaks of his nipples through the wet cotton of his T-shirt.

"Oh God," he moaned.

But she lingered only for a moment, before continuing down his body, along his torso, to his waist, and then down to his thighs. She squeezed them, reveling in the hard broad muscles.

He watched her through hooded eyes as her hands caressed his body, finally brushing across his straining erection. He closed his eyes at the feel of her running her fingers along the outline of his arousal. He felt her warm fingers dip inside the waistband and undo the top button, then the next and the next.

His heart was pounding in anticipation of her touch. He'd wanted this for so very long.

Once his fly was unbuttoned, she reached under his T-shirt and rucked it up his body. He quickly pulled it over his head, and the sopping wet garment hit the ground forgotten. The rain mingled with Willow's mouth along his chest, and he gasped in pleasure.

As soft as the raindrops, Willow kissed her way up and down his torso. His hands snaked into her hair, holding her to him one precious second longer. Steam came off his body as the cool water hit his overheated skin.

Willow licked and nibbled at the warm wet flesh, finally taking one his hardened nipples between her teeth.

His hands clenched, and he grunted as his aching cock fought against the painful confines of his clothes.

Alternately kissing and teasing, Willow slowly drove the last vestiges of control from him until he could wait no longer. He *had* to have her.

Now.

Roughly, he pushed her away and looked at her with burning eyes. After a few strangled obscenities, he'd managed to take off his boots and turn back to her. He stood to his full height, towering over her, his jeans invitingly open to her touch.

Without pause, he took her hands and placed them on his waist as he bent down again to take her lips in a searing kiss.

Willow lost herself in the feel of his mouth on hers, claiming her, demanding she give into him. His large hands slid down her neck and grasped her breasts, squeezing them, possessing them.

The rain continued to fall, giving the forest around them a hazy, preternatural glow.

Willow slid her hands around his waist and dipped them under the cool denim. Her moist fingers slid under the silk of his boxers and raked along the strong curve of his ass.

Giles groaned, and he could feel Willow smiled under his kiss. He renewed his sensual massage - squeezing and pulling at her soft, welcoming flesh.

After a moment lost in his touch, Willow regained herself and began to work the wet denim of his jeans down over his hips. Peeling the thick material down, she broke from his kiss and knelt in the sodden grass, pulling his pants down below his knees.

Giles growled angrily as he lost the feel of her soft breasts and warm lips, until she lunged forward and scraped her teeth along the outline of his cock.

"Ahhh," he groaned as she licked the base of his arousal, still straining against the silk of his
boxers. Quickly, she removed the final barrier and took as much of him into her mouth as she could.

"Sweet J-J-Jes...'" he stuttered, and he threw is head back as he fought for control. The rain fell into his open mouth, and he felt the cool water slide down his throat.

His cock was hot and throbbing, heavy and thick. She could feel the pulsing of his blood just below the silky skin.

Giles reached down and held her shoulders. "S-stop," he ground out. He was too close and wanted so desperately to make this moment last.

Reluctantly, Willow released him and looked up in confusion. Giles shook his head and pulled her to her feet. But Willow refused to lose the feel of him completely and took him in her hand, continuing to stroke him.

Giles growled low in his throat as he kissed her with a bruising passion, his hands frantically caressing her body.

He cupped one breast and rolled the tight nipple between thumb and forefinger as his other hand slid down between their bodies. His fingers lifted the hem of her dress and slid under the elastic of her panties.

As his tongue dove once again into the warmth of her mouth, he thrust a long finger inside her.

"Oh!" she rasped in surprise. The feel of his hand around her breast, the taste of his mouth, the
exquisite torture of his thrust, the erotic play of the rain upon her skin.... were too much, and she felt the first waves of an orgasm begin to build deep inside.

He caressed as another finger plunged into her tight warmth. On each upstroke, he rubbed against her clit, finally sending her spiraling over the edge.

She gasped in surprise and let her head fall against his chest as the world fell away.

He gently stroked her, continuing to play with her soft breast until she came back to him.

"I-I w-want you," she panted. "I-inside me. P-please?" she begged.

The passion in her plea nearly made him come right then.

Giles growled and yanked off her underwear. With a swift movement, he lifted her off her feet and pulled her tightly to his chest.

Willow wrapped her legs around his waist and felt his cock rub up along her clit before slipping between their bodies. With another growl, Giles lifted Willow higher into the air and then down again as he thrust his hips forward.

"Oh my God!" Willow cried as he filled her.

Her knees were muddy and covered with grass as she gripped him, inside and out.

Driven in to the hilt, Giles tried to keep from moving for a minute, but the feel of her tightness around his cock was too much. With a grunt, he lifted her again, again plunging deep inside.

"R-rupert," Willow gasped.

Mindlessly, he kept thrusting up into her. And with an equal passion, she met his need. Clutching his shoulders for balance, Willow rose up and down, each time forcing him a little deeper.

The storm answered their passions and a loud crack of thunder rolled across the sky.

"Oh God," he rasped.

Gasping for air and grunting with exertion, Giles gripped her hips, driving them both beyond reality.

Willow tightened her thighs around his waist and clenched as she felt her orgasm begin. The hot white light burst behind her eyes and a wave of incredible pleasure crashed over her.

"Uhngghh," Giles groaned as he thrust up into her one last time. Her inner muscles clamping down were too much to bear. He exploded and lost himself inside her as he cried out her name. "Willow!"

He stumbled forward, his legs trapped in the jeans still around his legs. He barely had the strength to keep from crashing down on top of her, but somehow managed to fall onto his knees, the muddy water splashing around them.

Willow clung his shoulders as they collapsed to the ground. She landed hard and sat astride his firm thighs.

Panting for breath, Giles finally found his voice. "A-are y-you all right, love?" he asked as he brushed her hair away from her face.

Willow nodded and leaned her forehead against his. The rain had started to ease. "That... was one hell of a picnic."

Giles laughed deep in his chest and kissed her. "And I'm still hungry," he said with a grin.

Willow smiled and licked a stray drop of water from his chin as she felt him begin to harden again beneath her. "Mmmm," she purred. "Then let's eat."

The End