Title: I Fall to Pieces
Author: Andrea
Email: aegermaine@yahoo.com
Rating: PG 13
Pairing: Willow/Giles
Disclaimer: Joss owns the characters
Distribution: SB, Fever of Fate, Bite Me..please, Robin2, Willow's Ripper, Dusty's site, Dee... anyone else..feel free
Spoilers: Goodbye Iowa
Summary: Giles has a one night stand, Willow finds out
Feedback: YES!!!!
Thanks: Derek and Kat for beta-beta.


"You don't think Giles will mind?" Willow asked, as she and Buffy walked down the stairs to his apartment. It was an early Saturday morning , and they were on their way to see Giles. Buffy had a new lead about Adam, the Initiative's 'little' project and she wanted to see him immediately. And she dragged Willow with her, knowing that she would definitely want to see Giles.

"Nah, he won't mind." Buffy replied. "He'd be glad to see his two favorite girls."

"Favorite girls?" Willow asked incredulously.

"Of course! His Slayer, his witch." Buffy pointed to herself then at Willow, as she approached his apartment. Without bothering to knock, she opened the door and walked in, with Willow tagging behind.

"Umm...Buffy? Shouldn't we have knocked?" Willow looked around, noticing the slight disarray of the room. "It looks like Giles had some sort of party."

Buffy looked around as well, also noticing the half opened bottle of scotch and the strewn clothes. A blouse, a sweater and what appeared to be some stockings. 'Woman's clothes?' Buffy thought. 'Why would woman's clothes be in Giles' apartment?' She turned to Willow, wondering if she saw and hoping she didn't. She was ready to suggest leaving when Giles came down the stairs.

"What is down..." Giles began as he descended the stairs. Seeing Buffy and Willow he stopped abruptly. "Buffy! Willow!  What..ummm...what are you doing here?"

"We wanted to tell you something..." Buffy began, grabbing Willow and guiding her to the door. "But, I think we'll come back later."

"What do you mean? Buffy..a.." Willow sputtered.

"Later,Willow." Buffy replied firmly, wanting to get her out of the house before something terrible happened.

"Rupert? Where did you go?" asked a female voice.

'Too late' Buffy thought.

"Rupert!" A woman said coming down the stairs. "There you are." She wrapped her arm around Giles, hugging him tightly.

Willow stood there in shock. A woman she didn't know was standing next ot Giles, acting in a way she didn't like. Not only that, this stranger was wearing what  appeared to be one of Giles sweaters. One of her faves to be exact.

Buffy shifted uncomfortably. She knew the minute they'd stepped into the apartment that Giles had company on the female kind. And from Willow's immediate reaction to seeing the woman, Buffy knew that Willow had had no idea, until this very moment that Giles had company.

'Oh, Willow,' she thought sympathetically.

Giles stood there in embarrassment. He'd never thought that anyone would be over this early on a Saturday, let alone Buffy and Willow. He felt Lucinda's arm around him and he cringed. And he certainly didn't expect them to ever see Lucinda.

"Rupert, aren't you going to introduce me?" Lucinda asked expectantly.

Giles extracted himself from her embrace. "Umm...yes...this is Buffy and this is Willow." he pointed to each girl in turn, his eyes resting on the redhead.

Willow.

God, he never meant for Willow to see Lucinda. He looked at her, and felt his heart ache. He and Willow had grown closer ever since Oz's and especially Olivia's departure. They had spent more time than usual together. Studying magic, engaging in long talks, even a few lunches. He had secretly hoped that this newfound closeness would delve into a romantic relationship but he knew that any hope of that happening was dashed.

Now, she would never see him as anything more than a friend, now that Lucinda had made her presence known.

He shouldn't have slept with her.  He'd known that from the very beginning but he was too drunk to protest her advances.
Anya  and Xander came over to his apartment yesterday to annoy him, talk to him, he wasn't sure which. Anyway, they were casually talking and Anya, in her ever so subtle way, mentioned that Willow was going on a date. With Graham, one of Riley's friends and a fellow Initative. He couldn't believe it. He had thought that there might have been a chance for him and Willow to....well, obviously he was wrong if she was going out on dates.

So, he'd done the first thing he could think of. He shooed Anya and Xander away and went out to the nearest bar to get stone drunk. Which he accomplished beautifully.

After a few half dozen drinks, he met Lucinda, who had the same sparkling emerald eyes as Willow, and he invited her over. One thing led to another, and soon they were over at his place, where before he knew it, he was taking her to bed. The same bed that he had countless dreams of taking Willow too.

A dream that if it hadn't shattered when he heard of Willow's date, most definitely was shattered now that Willow had found him with another woman.

Now, all he wished was that Lucinda would go, that Buffy and Willow never saw this, and that he could rewind the whole evening so that none of this ever happened.

But instead, he was stuck in his own version of hell, with Lucinda wearing his sweater, Buffy looking angry at him, and Willow looking hurt.

Gods, this was a mess.

"Hello, Buffy, Willow." The woman smiled genuinely at them. "I'm Lucinda."

Buffy managed to regain some of her voice and she eeked out. "I didn't know Giles had a new girlfriend."

Lucinda laughed heartily. "Oh, Rupert and I just met last night." She gazed at Giles fondly. "Let's just say we got acquainted real quick."

"Umm..yeah, let's just say that." Buffy replied, looking over at Willow who had yet to say anything. She couldn't believe that Giles had a one-nighter. The idea gave her the willies. And if the idea gave her the willies, she wondered what Willow felt like.

Willow couldn't believe it. Giles and this Lucinda person were...did... She couldn't even complete the sentance in her head, the thought was that horrible. How could he?

She thought that they were becoming more than friends lately. She was so sure that when one of Riley's friends had asked her out, she turned him down, telling him that she was interested in someone else. Not even once believing that Giles would ever be interested in someone else.

But, obviously she was wrong.

Their relationship, since Oz and Olivia were gone, had become more intimate than ever before. Between magic and researching, she was spending every free hour from school with him. And it wasn't all spent studying the supernatural. It was long talks and tea times, even the occasional lunch on campus. It felt like they were growing closer with each passing day. Their talks were becoming more intimate, the touches becoming more frequent. They even cheek-kissed the other day, which gave Willow tremndous hope.

But now....

She was an idiot. A class-A idiot.  An idiot who let her girlish dreams runaway with her, making her see something there that wasn't. Causing her to blur dreamtime with reality.

And reality being, if what she was seeing any indication, that Giles had obviously seen her only as a friend, an ex-student of his that he tolerated because of Buffy. That's it. Nothing more. Nothing that Willow had wanted.

Nothing.

Coming back to her senses, Willow felt Buffy tugging at her arm. Turning to face her, Buffy gasped at the hurt and betrayal that was so evident in her eyes.

"We should go." Buffy said tersely, fixing Giles with an evil glare while dragging Willow to the door.

Giles knew he should do something, anything to salvage whatever dignity he had left. But, more importantly to salvage any relationship that he had with Willow. He wasn't that big of an idiot. He could see the blatant hurt in Willow's eyes and he wanted to kick himself. Kick himself so hard that he'd propel himself back to London.

"Wait!" he scrambled down the stairs. "Willow.."

"Later." Buffy answered for her, before slamming the door so hard that it practically came off its hinges, leaving Giles to stand there hopelessly after them.

****

Part Two

Willow was auspiciously silent during the bus ride back to the dorms. Buffy tried to engage her into conversation but to no avail. To Buffy, it seemed that Willow had shut down completely. The last time she'd seen her this depressed was the day Oz and Veruca did the horizontal hula, and even then she wasn't sure Willow had been as depressed as she was now.

'Mental note..kill Giles' Buffy thought, as the anger over what she'd witnessed built up inside. Reaching out, she brushed some stray red locks out of Willow's eyes. Willow turned, her doe-like emerald eyes filled with sorrow and hurt.

"Oh, Willow." Buffy uttered, wrapping an arm around her. Willow put her head on her shoulder and started to cry softly.
**********

Lucinda walked down the stairs to where Giles was standing. Putting one hand on his shoulder, she forced him to face her. He had a blank look on his face, staring at her as if he didn't know who she was. She reached up to touch his cheek.

"Rupert?" she asked softly.

Coming back to her, Giles asked, "Hmm?" He looked down at her, noticing her for the first time that morning. "Oh, Lucinda.."

"What's wrong?"

She traced a hand down his cheek and he caught it in his own. "Lucinda, I'm sorry."

"What for?"

"For last night." he continued before she could interrupt him. "I wasn't in the right frame of mind."

"You mean drunk?" She asked, her eyes twinkling.

"Umm....yes." He grabbed both her hands and made her look at him. "Normally, I wouldn't do a ..."

"One night stand?" She finished for him. He nodded. She squeezed his hands. "Rupert, I'm not asking for a commitment here, if that's what you're trying to convey."

"That's one thing...." Giles muttered."Look, last night I went to the bar to drown my misery. Over a woman." She looked at him in puzzlement. "I was drinking past my usual limit when you came along. And when I looked into your eyes, I.."

Lucinda pulled away angrily. "You saw her and decided to fuck me?" He nodded ashamedly.

"Lucinda..."

"Look, Rupert. I don't mind one night stands. Hell, I've had my share. But, what I don't enjoy is being used as a substitute for someone else." She gazed at him pointedly. "It was the redhead, wasn't it?"

"What?" Giles sputtered out.

"C'mon Rupert, I'm not blind. I could see the look on her face when she caught us together. It wasn't a happy one that's for sure." She turned toward the stairs and began to climb. Stopping about halfway, she turned to him, "I'm going to get my clothes and then leave. I don't think we'll be sharing any flavored coffees this morning, do you?"

Giles groaned as he watched her ascend the stairs. He went to the cupboard to pour himself a drink. Even though he knew that this was one cause for last night's mess, he didn't care. Grabbing an empty glass, he poured himself a stiff one.

What else could go wrong this morning?

First, Willow caught him with another woman and he singlehandedly destroyed any chance at all with her. Second, he noticed Buffy's behavior towards him and he knew that he probably sunk lower than Parker on her favorite people list. An lastly, Lucinda hated him because he used her as a replacement for Willow.

His life couldn't get any worse.....could it?

Taking a deep swallow, he sat there on the couch, trying to figure out how he was going to repair his relationship with Willow.

A few minutes later, Lucinda came down the stairs, half-dressed. Giles looked up in surprise. Noticing, she put up her hand, "Don't worry, I'm going. I just remembered that my blouse and stockings were still down here, that's all." She picked up her blouse and began to button it.

He stood up. "Lucinda..I'm sorry."

She held up her hand again. "Rupert, please. I don't believe there's anything you can say to make this situation any less tense than it already is. " She grabbed her purse and walked to the door, stuffing her stockings inside.

Opening the door, she turned to him. "Rupert, if I were you, I'd worry less about me and more about that girl who just left here. Because from what I could see, you've got your work cut out for you." And with that, she left, leaving Giles very much alone.

***************

"Willow, I'm sure it was a fluke thing." Buffy exclaimed as she opened their dormroom door and went in, holding the door for Willow.

Willow walked in silently, and flopped onto the bed. She had barely said more than two words since leaving Giles' place, her shock still very much apparent. Closing her eyes, Willow willed herself to sleep. 'Maybe I'll sleep, and when I wake up I'll realize this was all some horrible dream that I've been in.'

"Willow? Do you want to talk?" Buffy asked worriedly, as she changed clothes.

"Not particularly." Willow muffled, her face buried in the pillow.

"Willow."

Lifting her head, Willow stared at her. "Look, Buffy. I just want to go to sleep and forget the whole thing. Okay?" She flopped her head back onto her pillow.

Buffy slipped her UC Sunnydale sweatshirt over her head. "No, it's not okay." She muffled, her head lost somewhere in the shirt. Pulling it over completely, she said, "Willow, you can't forget this. I know I have the tendency to miss the boat on some things but not on this. I saw you...I see you now, Willow." She walked over to sit across from her. Reaching a hand out, she smoothed some of her fiery red hair. "Willow, please talk to me."

"How could he? How could he do that?" Willow exclaimed, sitting up quickly causing Buffy's hand to drop. Wiping her tears away, she stared at her miserably. "I thought we..we..were..I was a fool, wasn't I? I thought...never mind."

"Willow, you're not a fool. You're right. I thought that you and Giles were going to be doing the rumpshaker pretty soon." Buffy looked sheepish at Willow's shocked look. "Not rumpshaker. You know what I mean."

She nodded in understanding. "I get it. You thought that there would be Giles smoochies by now." Buffy nodded. "Well, so did I." Willow stood up and started to pace the room.

Anger slowly started to replace the shock and hurt she'd first experienced. Pacing up and down the room, Willow exclaimed. "I can't believe him! Or her!  'Oh, Rupert aren't you going to introduce me?'"Willow mimicked Lucinda's voice. "I'll introduce you!" Willow flipped her hand under chin.

"Willow...." Buffy started but Willow kept on.

"Then, he just stood there. Frozen. Our own personal Gilesiscle. I'll admit I wasn't any better, I was a Willowiscle myself but.." Willow stopped and turned to Buffy quickly. "We cheek kissed! Did I tell you that? We gave each other kisses on the cheek the other day. You know, when he came by for lunch. And now..." She pointed to herself, "I get pecks on the cheek and Lucey Goose' over there, gets tonsilectomies. Tell me, is that fair?"

"Umm...well...no." Buffy started again.

"Damn straight, no!" Willow hollered, not caring if the whole dorm heard her. She was mad, no that's not true,  more like bitch slap angry. "If I see Lucinda again, I'm gonna slap her so hard, that she will forget the address of Giles' apartment."

Buffy stood up and grabbed Willow. "Will, calm down. I know you want to slap Lucinda. So do I, but that's not the answer."

"You're right. How about if I cast a spell on both of them and turn them into toads?" Willow brightened at the idea. "Yes, then  I could do some sort of vengence thingy on Giles." She turned to Buffy in all seriousness.  "Do you think Anya still has any demon tricks up her sleeve?"

"Will!" Buffy screamed, as she shook some sense into her. With Buffy's super Slayer strength, she was shaking her like a rag doll.

"Buffy?" Willow asked a little weakly. "I'm getting seasick here."

Buffy let her go immediately. "Oh, sorry."

"No problem."

"Anyway, Willow, the point is that slapping Lucinda senseless and spell hexing Giles is not the answer. God knows I want to kick Giles' butt across the street for this morning but that's not gonna make you feel better."

"It's not?"

"Weel, okay it is. But, only for a brief minute." Buffy stared at her in all seriousness. "Will, in order to feel good all the time, you are going to have to talk to Giles."

"That's easy for you to say. You've never had to talk to the person that broke your heart.." Willow explained. Realizing what she'd said and seeing Buffy's face, she mended. "Oh, Buffy. I'm so sorry. I didn't mean that. You of all people know about heart wrenching.." Buffy looked at her wide-eyed. "Oh, god did I just say that aloud?..I'm sorry.." Willow began to pace again.  "I don't know what I"m saying anymore, or thinking anymore." She slumped down on her bed and gazed at Buffy forlornly.

"What am I going to do Buffy?"

*****************

Part Three

"Damn it!" Giles yelled as the stack of books fell in his lap. He was reaching for the middle book, when the whole stack decided to take a trip. On him.

"This is isn't my day." he muttered as he gathered the strewn books. Placing them into a neat pile, he retrieved the one he needed and sat down on the couch. Opening it, he began to read before his mind started to wander back again on the fiasco of this morning.

After Lucinda left, he spent the better part of the morning drowning his sorrows in scotch. Trying hopefully but not successfully to numb his senses. But no matter how much liquor he intaked, his mind still conjured up images of Willow. Sweet Willow, standing there looking more hurt than he'd ever seen her.

'And its all because of you.' He thought as he absently flipped pages. "How could I have been this stupid?" he yelled to no one in particular.

Instead of getting in a drunken frenzy, he should have just...

"Just what?", he muttered. "Just ask her point blank if they had a relationship or that it was all a figment of his imagination?"

But no, he decided to shag a woman he'd just known a couple of hours, hoping to lose himself into her comfort, her acceptance.

He admitted to himself that aside from the fact her eyes reminded him of Willow, but also the simple fact she wanted him.

He hadn't felt wanted in a long time. No, that wasn't true. He hadn't felt wanted in a romantic way in a long time. Not since Olivia. But hell, Olivia could be turned on by a 2x4. She was almost as bad as Anya.

No, he hadn't felt that way romantically by the one and only person he wanted. Willow. He let himself hope but realized he was an idiot. There was no way Willow would or could look at him that way no matter how close their relationship had gotten in the past weeks. He had to resign himself to the notion that she saw him only as a friend and nothing more.

"What about the way she looked this morning?" A little voice nagged in his mind. From what he could see, Willow looked hurt and sad and...and...

Betrayed?

Was that what he saw?  Betrayal or was it just his evil subconscience hoping?

"What am I thinking?" Giles uttered, getting up to make himself some tea. "Am I so despicable that I actually hoped Willow was betrayed? Do I want her that badly, to be glad that she seemed betrayed, since its a possible sign that she may want a relationship?"

On the way to the kitchen, he stopped by the wall mirror. Peering at his reflection, he asked, "Well, am I?" He stared at himself a long time before answering. "Yes."

Shaking his head, he entered the kitchen. Yes, he was truly that bad hoping for Willow's betrayal since it seemed like a sign that she might feel something more for him.

God, he was horrible.

Setting the kettle on the stove, he turned the heat on to boil. As he was waiting for the tea, he heard an incessant pounding on the door. Turning the kettle off, he proceeded to answer the door.

'Who could that be?' he wondered. 'Maybe its death.'

Opening it, Giles only had time to ask, "Yes?" before everything went black.

*************************

"Leave this wreck and run here where it hath happened. Meddle no more with it and Begin all anew! Has this exhausted possibility on the failure of this one trial? Not so! The future is yet full of trial and success. There is happiness to be enjoyed!" Willow read before flinging the book to the side. She tried to read for her American Novel class, The Scarlet Letter, but her mind kept wandering.

And not just wandering any old way.

Wandering to one person. A certain dirty scoundrel who shall remain nameless.

Rupert Giles .

After Buffy calmed her down significantly, she left to see Riley, leaving Willow alone in her misery. She tried to get her mind off of Giles, off of this morning but she couldn't manage it.

Everything she did reminded her of him.

Her first instinct was to go on the Internet, since it had helped her cure sadness in the past. But, almost subconsciously, she began researching for Giles. Which brought her thoughts of Giles, so she stopped that.

Then, she thought about practicing magic but if that didn't remind her of Giles, she didn't know what did. So, she had decided to do some homework. That had seemed safe enough. A little psychology, then a little American novel. However, she was reading The Scarlet Letter', which had suspicious connotations of betrayal and hurt in it. That of course, reminded her of this morning's boo-boo.

So after a few chapters, she dumped it. Now, she was bored and she didn't know what to do with herself.

'Maybe I should jog?' she thought.'Buffy seems happier after she jogs, maybe I will to?'

She shook her head. Nah, she wasn't that bored yet.

Trying to decide what to do, the phone rang breaking Willow's thoughts. Reaching over to pick it up, she answered, "Hello?"

"Wills, it's me."

"Hey, Xander." Willow greeted him dryly.

"Whoa! Is that anyway to greet your bosom buddy, lifelong pal?" Xander asked.

Sitting on the bed, she pulled her knees up to her chest. "Sorry." She perked up,"Hiya, Xander!"

"Nice try. That sounded almost as sincere as Spike trying to say were friends." Xander told her. "C'mon, 'fess up. What's bothering my little buddy?"

"Nothing...much."

"Wills."

"Xander, I'd rather no talk about it over the phone." Willow said exasperated.

"Okay. How about over some chocolate covered donuts and milk?" Xander asked, knowing Willow would never turn down an invitation like that.

"Donuts?"

"Yep. Ones with sprinkles too."

"Well..." She trailed off.

"What time should I pick you up?" Xnader asked expectantly.

"In an half an hour."

"Obeykaybee. See you in a halfs Will." Xander told her before clicking off.

Willow placed the receiver back on the cradle and went to get herself dressed. Maybe donuts and milk would cheer her up. It had in the past. Maybe it would this time.

**********************

Giles' head was pounding. It felt like those stack of books had fallen on his head this time instead of his lap. His head was hurting and he idly wondered what he drank this time around.

'Wait a minute!' he thought quickly. 'I didn't drink anything.'

He got up hurriedly, his head recollecting him opening the door and a fist connecting with his face. A fist that belonged to....

"Ah, I see you've finally joined the land of the living, hey Giles." Buffy said, as she came into the living room. Tossing an ice pack to him, she sat on the table facing him. "Howz the jaw?"

Catching the pack, Giles pressed it against his jaw. "Well, thanks to you it's a tenderized piece of flesh." Pressing the pack harder, he asked drily, "Why did you do that?"

"Gee, I don't know Giles. How about the fact that you did the cha-cha on my best friend's heart?" Buffy answered exasperatedly, unable to believe that Giles could be this stupid or this dense.

"What do you mean?" Giles asked confused.

Rolling her eyes, Buffy leaned in closer. "Did I hit you too hard?" she asked, inspecting his jaw and head. Grasping his chin, she turned it from side to side, inspecting it further and also inflicting more pain on Giles. "Nope, looks like I didn't hit you hard enough if you're acting like this." She released his chin quickly, her Slayer strength causing his head to fling back.

"Ow!" He uttered, pressing the ice harder to his swollen jaw. "Buffy, I don't think.."

"That's your problem! You don't think." She stood up and began to pace the room. Turning on him unexpectedly, she blasted, "Was it worth it Giles? Was doing the hippy hippy shake with Lucinda.." Buffy did a little shimmy, "..worth hurting Willow for? Huh? Was it? Answer me, Giles!" She demanded her hands on her hips.

"Buffy, if you please," Giles answered, delicately rubbing his jaw.

"If I please?" Buffy wailed. "Look Giles, you're in no position to say please on anything, unless it's 'please Willow forgive me for being a complete jerk'!"

"Buffy, I tell you all if I could only get some aspirin first, if you don't mind." Giles asked drily, making his way to the kitchen.

"Alright, but don't take too many. I want you awake not out of it when I talk to you.", she said impatiently.

Downing the aspirin, Giles put the glass in the sink and proceeded to the living room. Slumping on the couch, he leaned forward with his head in his hands, mentally wishing the headache away.

"Feel better?"

"Hardly, but I'll manage." Giles replied grumpily.

"Good." Buffy said, sharply. "Now, I want to know one thing."

"What?"

"How could you do that?"

"Buufy. Please if you'll just let me explain." He said dejectedly.

"Okay, I'm waiting." She tapped her foot impatiently.

Rolling his eyes, Giles began, "Last night I went to a bar, drank past my limit, and met Lucinda. One thing led to another and well....."

"And you boffed her?" Buffy suggested sweetly.

"More or less.", he muttered.

"God, Giles I never pegged you as a 'love 'em and leave 'em' type guy." Buffy remarked. "I forget you did the boinkidy boink with my mom, what else did I expect?"

Giles stood up, his anger at Buffy and at the whole situation starting to surface. "Now, see here Buffy. What I do or did is certainly none of your business." Giles paced. "Besides, if there is someone in this room who I never would have expected a one night stand from, it certainly isn't me."

Giles realized that words had tumbled out of his mouth before he could stop them. "Buffy, I'm.." he was cut off with a slap across his face.

"How dare you?!" Buffy screamed. "How dare you?!!!"

"Buffy, accept my apologies. I'm truly sorry. I..I.." Giles slumped to the sofa. "I don't know whats got into me. Maybe it's my headache or my throbbing jaw or it's the fact that I've had a crappy morning that's making me on edge. But, I'm truly sorry."

Buffy stared at him, believing his sincere apology. "I believe you, I believe you." She stated. "But, how did you know?"

"Anya and Xander were talking once and I overheard." he muttered.

Rolling her eyes, she walked to him. "We really need to get a muzzle for that girl, don't you think?"

"Yes, then last night might not have happened."

"What? What do you mean?" Buffy asked, going to sit across from Giles. When Giles didn't say anything, she reached out tentatively to him. "Giles? What does Anya have to do with this? Did she have a part in last night's love fest?"

He stared at her giving her a dark look. She looked sheepish. "Sorry, you were saying? Oh, and more in depth please?"

Sighing, Giles began again, "Yesterday, Xander and Anya came over to hangout or to talk, I'm still not sure. Anyway, they were talking, and Anya casually mentioned that Willow had a date last night, with Riley's friends. Graham or some type of cookie. Anyway.."

"Hold the phone." Buffy interrupted. "Anya said Willow had a date?" Giles nodded curtly. "But she didn't . Well, Graham did ask her but she turned him down."

"She did?"

"Yup. Anya must not have known."

"Obviously." Giles said dejectedly as Buffy awaited for him to continue. Noticing her look, she continued. "Anyway, after hearing about Willow's date or undate, I shooed them away and.."

"Went to drink yourself into a stupor?"

Giles shook his head in agreement. "More or less. Anyway, I was there and kept on drinking and drinking until past my limit, when I met Lucinda."

"Ah, Lucy Gooosey steps in." Buffy said sarcastically.

"I didn't really want any company but she looked like..." Giles trailed off.

"Like who?"

"Her eyes reminded me of hers. " Buffy looked surprised at Giles admonition. "She had the same liquid emerald eyes that Willow has. You know the ones that you could lose yourself into?"

"Umm..well, no loss here, but yeah I understand." Giles looked at Buffy icily. "Oh, sorry continue."

"As I was saying, with me being in my incapiciated state, I looked up and saw those green eyes and my mind registered one thing. Willow." Giles gazed at his hands. "Well, we started talking and one thing led to another and before I knew it she was back at my place."

"Then the carnal pleasures took over?" she asked, Giles nodding in agreement.

"I'm a fool aren't I?"

"Yes. A class-A one." Giles gave Buffy a look. She shrugged." What did you expect me to say? No, Giles you weren't a jerk. That's not gonna happen."

Buffy scooted over to the couch next to Giles. Even though she was mad as hell at him, she couldn't help but feel a tad sorry for him. Because of some misinformation, he'd done something stupid that he might have not done otherwise. Hell, she'd done the same thing once or twice on occasion, so she wasn't in a position to judge.

But Willow was her best friend. And even though she felt some sympathy for Giles, he'd still hurt her terribly. And if Willow hurt, she hurt. She owed it to Willow. Willow had helped her through many a man crisis from Angel, to Parker, to Riley. The least Buffy could do was help her by trying to repair her relationship with Giles.

No matter how hard that was going to be.

Looking at Giles, Buffy realized that this wasn't going to be a cakewalk.

Wrapping an arm around his shoulders, Buffy said sympatically, "Look Giles. I know what you're going through. I know about screwing up. But, the most important thing is to repair it as soon as you can."

"And how am I going to do that, Buffy?" Giles stood up abruptly, causing Buffy's arm to fall. "I singlehandedly ruined any hopes of ever winning Willow over. Did you see the look on her face?"

"You should have seen her after." Buffy muttered under her breath. Aloud to Giles, she said, "Do you love her?"

"What?" Giles asked taken aback at her question.

"I asked if you love her. 'Cause if you do, then you should do everything you can to make it up to her. But, more importantly, explain to her like you just did to me."

"And she'll listen of course."

"Well, you know Willow. She'll listen but doesn't mean it will be easy." Buffy stood up and went to stand in front of him. "Giles, from what I gather, it was a misunderstanding. You heard some misinformation and you acted on it. Stupidly, I might add."

"Thanks." Giles stated sarcastically. "I don't need any commentary."

"Well, do the crime, you get the rhyme." Buffy laughed at her little ditty. She stopped when she saw the look Giles gave her. "Sorry, got a little carried away."

"Can we get back to the problem at hand?" Giles stated as he began to pace. "What am I to do?"

"First of all, stop pacing. This isn't some demon of the week research session. This is Willow and yours' relationship we're talking about here." Buffy stated firmly.

"Don't you think I don't know that?" Giles yelled. My God, Buffy, I love her. I've loved her for so long. And because of one dumb-ass mistake, I could lose her forever. Of course, I know it's not some bloody research session."

Buffy just stared at him in surprise. She'd never seen Giles so riled up before. The last time she'd seen anything remotely close was the night Jenny died. When he tried to kill Angel was the last time she'd seen him so angry. But, not quite like this.

"You really are sorry, aren't you?" Buffy asked quietly.

Giles turned to her, his eyes full of regret and sadness. He stared at Buffy a few seconds, willing her to understand, to see the depth of his emotions for Willow.

"Yes, I am. "Giles gazed at her, his eyes pleading. "What am I to do now, Buffy?"

*********************

Part Four

"Knock, knock...."

Willow jumped up from the bed and went to the door. Opening it, she said, "Hi, Xander. Come on in."

Xander stood in the doorway. "Hiya, Wills." He rubbed his hands together. "Ready for those donuts and moo?"

"Yup." Willow said, reaching for her purse. Checking to make sure she had everything, she looked at him. "Let's go. I hope those donuts help."

He slung an arm over her shoulder. "They will, Will."

******************

An half hour later:

"What should I have, Willow? French one or a glazed. Oooh, a bearclaw!" Xander exclaimed as he looked over the goodies. Turning to her, he noticed her silence. "Will?"

"Hmmm? Sorry, Xander." She inspected the selection. "I think I'll have a chocolate glazed and a chocolate cake with sprinkles."

"Moo?"

She nodded. Looking around at the full shop, she managed to spot an empty table. "How about I'll save us a table and you order?"

He nodded as she went to the table. He had hoped that once seeing the donuts she would have perked up a bit but she looked as miserable as she sounded on the phone.

'I hope she tells me what's wrong.' he thought before ordering.

************************

"Alright, Giles. The important thing here is to figure out how you're going to make it up to Willow." Buffy said matter-of-factly. "Now, we need to stop wallowing in shoulva, couldva, wouldva. It's too late to change. What's past is past. Now, we have to move forward."

Pouring himself and Buffy some juice, Giles came back to the living room. Handing her the glass, he answered. " I agree. And just how do you propose I should do that."

Gulping down the juice, she explained, "Well, groveling at her feet might work." Giles cast her a look of annoyance. "Kidding. Just kidding. Okay, let me think."

He waited as Buffy thought up something. Usually, he would never ask for advice about his personal life but this was an emergency. He had 'screwed up majorly', according to Buffy and he needed to repair things with Willow before the damage was permanent.

He just didn't know how.

No, that wasn't exactly true. He knew how he wanted to make it up to her but didn't think ravishing her with his love without an explanation first was the ideal way to go.

He wanted to explain everything to her, his stupidity, the misinformation he received but more importantly he wanted to tell her that he loved her.

He knew that it was time, time for him to let go of his fears and embrace his destiny. And that destiny was Willow.

But, after his mistake, he didn't even know if she wanted to be in the same room as him, let alone want to hear his outpouring of love.

"Buffy, what if Willow doesn't even want to be in the same room with me?" He asked.

Gazing at him, she agreed. "You're right. But, then I wouldn't either."

"Buffy..." Giles warned.

"Sorry." Buffy looked at Giles and said, "Look Giles. I"m gonna help you with this but don't expect me to act all hunkey-dory here. I'm still very mad at what you did to her. She's my best friend and all. Her pain is my pain."

"I know, Buffy. I know." Giles answered before she could continue her guilt tripping. Wiping his hand across his face, he asked quietly, "Do you hate me?"

She seemed taken aback by this question. "Giles, I don't hate you. I could never hate you. I'm just mad at you. There's a difference, you know." She smiled to take out the hurt in her words.

Giving her a tiny smile, he said, "I know." Standing up, Giles slowly paced the room. Turning to her, he said, "Now, I want to explain to her entirely what happened. But also.." he trailed off.

"Wanna tell her you love her, right?" Buffy asked.

He nodded. "Yes. But, I don't think a romantic evening will suffice, do you?"

"Nah. It's too radical, especially after the boinking with LucyGoosey." He raised his eyebrows at her. "Sorry. I'll stop really, I will."

"No, don't. Good reminder of what an jerk I am." he muttered, draining his glass." You were saying?"

"Well, romancing is a little over the top. You need to do something simple, something that'll both take her breath away, yet just subtle enough after the fiasco." She explained.

"And what do you suggest?"

"Oh! I know. How about a picnic? On campus!" Buffy explained. "Yeah, that's it. That's perfect."

"A campus picnic?"

"Yeah. First of all, she won't have to go far so you're not inconviencing her. You want to make this as easy as possible for her." Buffy said, excitedly. "Second, there are many beautiful places on campus to have lunch. And third, by going to the college, it shows that you are making an extreme effort . That nothing is too big or impossible for her."

Giles contemplated it for a minute. A picnic. That sounded like a brilliant plan. It was both romantic, yet not overly to scare her off. Now, the hard part was....

"How am I too convince her to see me?" he asked, worriedly.

"That's gonna be a toughie." Buffy said truthfully.

***************

"Alright,Will. Spill." Xander ordered, as he stuffed one of his four donuts in his mouth. They had been there for 20 minutes now and Willow had barely spoken 20 words to him since they had been there. She'd just sat there and silently ate her donuts, offering up a word every now and then to reassure him that she was still breathing.

"Hmmm?"

He rolled his eyes. "I said, Willow, you're on fire." he teased waiting for an reaction.

"Oh, thanks." She answered him distractedly.

Throwing the donut down, he exclaimed, "Okay, that's it. You're going to tell whats bothering you or else I will have to tickle it out of you." She raised her eyebrows at him. "And you know the tickle monster is just itching for a good tickle." he said, wiggling his fingers.

"Xander..." she trailed off.

Sighing, he reached over and took her hand. "Seriously, Will. Something is bothering you and I want to know so I can help out and make it better."

Smiling softly at his concern, "I know you want to help, Xander. But,..."

"But what?"

She glanced down at her donut. "You might get wigged?"

"Wills, I date a demon. An ex one at that, but she still has demon on her job resume. I think I'm wigged immune by now." Xander laughed comfortingly.

"Okay." Willow looked at Xander seriously. "This morning, Buffy and I went over to Giles house to give him new info about Adam, you know that Initiative's little pet?"

"Yeah. Mr. Big Ugly."

She nodded in agreement. "Anyway, we got there and his living room was kinda..  messy."

Xander's eyes widened. "Not another demon change?"

"No, nothing like that. Well, I'm sure she was at least a she-demon." she muttered under her breath.

"What? You're losing me, Will."

"Sorry." Willow continued, "Anyway, Buffy noticed something was wrong and tried to get us to leave when Giles came down the stairs and began to act all funny."

"Funny ha-ha? Or funny, weird?" Xander asked.

"Funny weird." Willow looked him straight in the eye. "A woman came down the stairs, wearing only his sweater."

"Oooh, G-man got some booty action, did he?" Xander asked excitedly. "Alright!"

"Alright? Alright?" Willow's voice rose, causing other patrons to stare. Lowering it somewhat, she said, "How could you say that? He had a one night stand!"

"Giles? Never thought he was the type." Xander eyes widened briefly, before saying however, " But, what did you expect from a guy whose nickname is Ripper?"

"That's not the point, Xander! The point is , its Giles." Willow gazed at him, exasperation plain on her face. "Besides, just 'cause he was nicknamed Ripper, doesn't mean he would do something like that. I mean this is GILES!"

He stared at her awhile before saying anything. She was obviously upset about this but he still wasn't sure why.

"Well, aren't you going to say anything?" Willow asked.

"Is Buffy as upset as you are?" Xander asked suspiciously, a thought forming in his head.

"Well, more angry than upset." Willow answered. "No, more like disgusted. Like she was when she saw her mom kissing Ted."

"I see." He looked at Willow before continuing. Pausing slightly, he asked her. "Is there something between you and Giles, Will?"

"Why do you say that?" she asked defensively.

"Because you're acting the same way I did when I found out Wesley had his eye on Cordy." he answered matter-of-factly. Noticing her crimson cheeks, he softened. "Willow, look. I said you couldn't wig me out and you haven't. Personally, I think it's great. Giles and you....a little strange maybe, but hey this is the Hellmouth . Odd occurances do happen." He gulped down his milk. " Anya is one."

Willow sighed dramatically. "That's the thing, Xander. There's isn't anything happening between us. Well, not officially. " She thought about it for a minute before amending, "Or technically. Or even closely. Or..."

"I get it, Willow. Nothing happening. You can stop now." He looked at her before asking his next question. "Well, if you have the hots for Giles then why did you go out last night with Graham?"

"What are you talking about?" Willow asked confusedly. "What date with Graham."

Xander swallowed his donut before continuing, "I thought you mentioned that Graham asked you out?"

"He did, but I turned him down." Willow explained. "I turned him down because...because of...Giles." She finished in a whisper. Noticing Xander's wide-eyed look, she replied, "That's why I didn't go with Graham. I thought Giles and I were progressing.." she made a motion with her hands. "...to ..a..a relationship."

Xander almost choked on his food as a realization dawned on him. Softly, he uttered. "Oh, no."

She heard him and asked, "Oh no, what? " When he didn't answer, she raised her voice a little higher." Oh no what, Xander? What? What happened?"

Blushing sheepishly, he replied, "Yesterday, Anya  and I went over to see Giles. And while we there, we got started talking and Anya casually mentioned that you had a date." He looked down at his donut. "With Graham."

"She did what?" Willow asked disbelievingly. "She told Giles that I had a date? Why? How did she know that Graham even asked me out?"

"I told her."


***************

Continued here

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