Rating: R
Dedicated: To velvetandlace
Challenge: Willow's frog fear, bad-punning-Giles
Author's Notes: Takes place during early BtVS S5 (between "Buffy vs. Dracula" and "Out of My Mind")


It begins that afternoon, when Buffy leaves. She's just told him she wants him to be her Watcher again, and he's elated.

There's a knock at the door - Buffy again, Giles thinks, but it's Willow. Her eyes are unaccountably wet as she barges past him. She settles on the couch and babbles about their successful defeat of Dracula. "We couldn't have foiled him without you, Giles!" (He thinks ruefully of the Three Sisters nibbling on him in the castle.)

He sits beside her on the couch. "That's very nice of you to say, Willow, but - "

"No, let me finish!" But she doesn't seem to be winding down. It occurs to him that she's been doing this ever since he told her he was leaving Sunnydale - rambling on about how indispensable he is. Her eyes are still wet, though clearly she's hoping he won't notice. "We can't do this without you," she declares. "I know you think we can - that you think I can..."

"Willow, you should know that - "

"Giles, just let me say it. I don't want you to go!" And the tears start rolling down her cheeks.

For a moment he holds his breath. Then he whispers, "Willow, I'm not leaving." He takes her hand. "Buffy was here. She wants me to be her Watcher again."

"Oh." She can't meet his gaze. She sends him a tentative glance, then ducks her head again. She seems to be blushing - though it's hard to tell, what with the tears.

"Willow," he says, and lifts her chin with his fingertips.

Buffy wants him here to be her Watcher. But Willow simply wants him here. Now that he's not trying to talk himself into leaving, it finally sinks in. He's surprised how much it pleases him.

Her mouth trembles a little, and he notices the peach-pink lipstick she's been wearing lately, and how pretty she is, even soggy with tears. It surprises him how much he wants to kiss her. Before he can tell himself all the reasons not to, he does.

She looks stunned, after, her beautiful eyes dark and wounded. He kisses her a few more times before she mutters that she's sorry, she can't. She makes for the door, and he thinks he's made an awful mess of things.

Then she turns. Hurries back to the couch and flings herself on him, and she's far hungrier than the Three Sisters combined. Between kisses she murmurs, "But you wouldn't have stayed. Not for me."

"Yes," he says, "I would have, if I'd known."


After a year of standing still, and wondering if this was what it felt like to begin to be irrelevant, things are happening. He takes over the magic shop, though that might prove dangerous or even fatal for him. He and Willow are secretly lovers, though she's still with Tara and it may end badly. But he feels alive again.

"You would have to go and do something to make yourself even more irresistible to me," she says, of his taking over the Magic Box.

"So I'm irresistible, am I?" The question is somewhat academic, since they've just made love on the floor of the room that will serve as Buffy's training space. Their heads are pillowed on his leather coat.

"It's almost too exciting, to be doing this with you and going back to school at the same time," she says.

"I feel the same way, Willow. With you, and the shop..."

"Maybe you're having a midlife crisis?" she asks almost hopefully.

He chuckles. "You mean, with my new red sports car and my new young lover?" And, for that matter, his new leather coat. Well, she might have a point.

She peers at him. "So you think maybe you are?"

"Perhaps - concurrent with my falling in love with you."

"Oh..." That seems to knock the breath out of her. "I love you, too, Giles. But this wasn't supposed to happen. I thought I was maybe gay. I mean, that would've been all nice and simple, but it never works out nice and simple. It's always when I'm happy with someone, that somebody else I used to be crazy about suddenly wants - "

"And when exactly were you crazy about me before?"

She hides her face against his shoulder.

"The midlife crisis," he adds. "That was last year, not now."


She dozes in his bed, and he remembers that time in the library, years ago, watching her sleep, her head on the computer keyboard. How she babbled about tadpoles when he woke her.

It occurs to him that although he likes Tara, he feels - irrationally, perhaps - that he has more of a right to Willow than she does. He knew her first. Knew her when it would have been impossible, obscene, for them to be lovers. Some would still consider it so (doubtless Buffy would), but he no longer cares what anyone thinks, will think.

Willow begins to mumble in her sleep, something about drama class. He strokes her hair, and she wakes. Smiles when she sees him.

"Drama class?" he murmurs, and kisses her.

"I was dreaming...you were in charge of my drama class. The director."

"Really?" For some reason he finds that rather flattering.

"I think I've dreamed that before."

"Which reminds me," he says, caressing her bare shoulder, "there's something I've been meaning to ask you: are you still afraid of frogs?"

Her smile widens. "I can't believe you remembered that. I was kinda embarrassed, that time in the library, when I woke up and you were there. I mean, I had such a crush on you."

It is a trifle disturbing to think of how young she was - and still is. Or perhaps it's only disturbing to realize that he doesn't care about that at all. All that matters is that she's here with him. "And your nightmare about the frogs?"

"I used to dream they were hopping all over me. One time I dreamed I opened my mouth and a frog jumped in."

"So you had a frog in your throat?"

She giggles, gives his shoulder a little slap. "And here I thought bad puns were Buffy's domain." At the mention of Buffy, they both grow briefly sober. But then she adds, "I don't think I've had any frogmares in a long time. I guess after awhile, frogs seemed the least of my worries. We deal with much scarier stuff every day."

"That's true." Life feels wonderful right now, full of possibility - this love affair, his new business enterprise. But it's impossible to know what might happen. Some new danger might blow their lives apart, and perhaps that's why he can't think beyond this moment in bed with the girl he loves. "I love you, Willow," he says.

"I love you, too." She rests her head on his chest with a happy sigh. "Giles, I still can't believe I get to touch you."

He pulls her closer. "The feeling is mutual."

The End
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