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Summary: Giles tries to help Willow out of her funk, while Buffy and Spike shoot the breeze.

Disclaimer: I don't own any of the characters portrayed here, they remain the property of their respective owners/creators.

Rating: PG, for themes.

Time Frame: After "Something Blue (this is your spoiler warning, folks).

Archiving: Be my guest, but e-mail me (eilandesq@aol.com) to let me know. . .I like to know where stuff I write ends up and I might want to see what else you've got.


Buffy dropped two dimes in the pay phone in the lobby of her dorm and dialed the familiar number. A moment later, she heard the reassuring English accent answer, "Hello?"

"Giles, we've got a serious problem here." Buffy was all for a little chitchat when things were calm, but things were far from OK at the moment. "Willow's seriously depressed, and I don't think that baking a few cookies is going to pull her out of it this time."

Buffy heard a long silence at the other end of the line, then Giles replied quietly, "Buffy, the last time I tried to intervene with Willow, I only made her angry. . .not to mention the fact that I ended up rather blind. What makes you think that I'll do any better this time?"

Buffy took a deep breath, then replied, "Giles, do I need to spell it out for you? I'm not the greatest example when it comes to giving advice about getting your life together after a bad breakup, you know? Neither is Xander, not to mention that he and Willow are still weird around each other after their big blow-up. If Angel were still here, he'd be perfect. . .but he's not, and the only other alternative is Anya. I think you're elected."

Buffy heard Giles sigh, then reply, "All right. . .I'll be there in about an hour. I need to. . .take care of some things." There was a click, and Buffy returned to the lounge to study while she waited for him. An hour later, Buffy heard a familiar set of footsteps and looked up. . .only to have to repress a violent curse as she saw Giles was accompanied by Spike. * I hate winter * thought Buffy, annoyed that Spike was able to come along to a six o clock meeting with Giles. She glared at Giles and snidely commented, "Couldn't you have found something else to do with him other than bringing him here?. . .I don't know, how about weighing him down with rocks and dropping him into the nearest pond. He'll still be alive when you get back."

"Lovely to see you too, Slayer." Spike's voice had lost none of its sardonic quality when the implant that made him non-violent was installed, and he certainly wasn't acting like someone who would be rather helpless to defend himself if Buffy finally lost patience with him for the last time. He flopped into an easy chair and began flipping through a discarded magazine, ignoring his long-time foe. Buffy's look at Giles demanded an explanation, and he was quick to comply: "Look, Buffy, I can't just leave him chained up in my apartment when I'm out. He makes a fuss loud enough for the neighbors to possibly hear, and if there was a fire. . .he would be helpless to escape. Since you have decided that the information he claims to have is worth keeping him alive. . ."

"All right, all right, no need to pull a Mr. Spock on me. . .I get the picture," grumbled Buffy. She directed her glare at Spike, who remained apparently oblivious as he leafed through the copy of PEOPLE and chuckled. She turned back to Giles and sighed, "All right, I'll watch the big, bad Spike while you go in to see Willow." Giles, amused at her grudging acceptance of the inevitable, nodded and walked over to Buffy and Willow's room and knocked on the door. After a moment, Willow called out, "Come in!" Giles was appalled. Dorm rooms could be sealed against vampiric intrusion just as any other living quarters could be. . .how could she so carelessly risk the safety of Buffy and herself? He opened the door and met Willow's gaze with a reproachful look until the redhead divined his displeasure and replied curtly, "Oh, Giles, it's only six in the evening and there are a million people around. What vampire is going to try to get a cheap meal this early?"

Giles was horrified at her casual approach to safety. "Willow, a vampire could easily come by, gain entrance without attacking you at a time when it would be dangerous to it, then come back when you were off guard. Your carelessness is dangerous to you. . .and there's no excuse for exposing Buffy to that sort of risk."

Giles saw that comment strike home, and a look of intense guilt crossed her face before a determined look replaced it. She met his gaze and replied with a calm expression, "I'm sorry, Giles. You're absolutely right. I'll be careful from now on. . .and I'll perform the ceremony to uninvite vamps. . .just in case one of our dormmates is not what he seems." She smiled ruefully, then looked at her old friend quizzically before asking: "To what do I owe your visit, Mr. Giles?"


As the door closed on Giles, Spike put down the magazine and turned to Buffy, who was busily reviewing her Psych notes for a project due in a few days. "So that's why your Watcher dragged me down here on this little expedition. . .the little witch is still having problems?"

Buffy looked up from the Psych notes and briefly contemplated ignoring Spike or some other, far more violent option. Still, he wasn't being overtly rude, and answering politely would probably be as effective at shutting him up as a snide remark would be. She looked at him and replied, "She's still hurting because Oz left. That, combined with the whole fiasco about that ritual going haywire last week, has got her seriously down. . .we're worried about her."

Spike looked thoughtful for a moment, then replied, "I told you she was still a mess, but no, there's no point listening to Evil Guy, huh? It's not as if I ever had any accurate insights on the way things are going with you guys before. . .oh wait, I have." He looked insufferably smug, and Buffy had to seriously repress the urge to beat him senseless before replying honestly: "All right, Spike, we blew it. . .and we've certainly paid a price for it, wouldn't you say?" Buffy felt a moment of satisfaction as Spike winced at the brief period that the two of them had been madly in love, though she was herself rather appalled at the horror of it all. * Damned magic, it's caused me nothing but grief. * Spike looked thoughtful for a moment, then replied, "You make a good point, Slayer. So what is he doing in there? You're her best friend aren't you?. . .oh wait, I get it."

Buffy looked at him curiously, a small voice within her telling her to not seek out this answer but failing to resist the temptation: "What do you mean, you get it?"

Spike grinned and replied, "Your little witch is just getting a little antsy with werewolf boy gone. . .and your buddy Xander is tied up with that ex-revenge demon. . .if I were him, I wouldn't mess around on the side either. So your Watcher is going to give her a good shagging and knock her back into-"


There is power in the voice of an enraged Slayer. Everyone in the large study lounge turned to stare at Buffy, and half a dozen doors opened from both sides of the lounge as occupants looked out to see what in the hell was going on. Buffy made a conscious effort to look innocuous, while the amused Spike said nothing also, and eventually everyone went back to what they were doing. Slowly, Buffy turned and met the gaze of her bitter foe, and in spite of his outward bravado, Spike felt a chill as Buffy slowly whispered, "Spike, I want that information you have. . . but if you continue this line of discussion, I see your future as being a pile of dust."

Spike took a moment to quell his discomfort. . .after all, he had standards to maintain. . .before replying, "Look, I'm just calling it like I see it, Slayer. I gather that our little witch and her wolfy boyfriend had been. . .ah. . .completely involved for a while now?" Reluctantly, Buffy nodded, and Spike continued, "There you go. Slayer, you seem to do all right with lengthy droughts in the shagging arena, but most of us get a little cranky when we do without. . .your friend the witch might be in that category, you know?"

Buffy scowled at Spike, but she had to acknowledge the truth in his words. She had certainly enjoyed both of her sexual experiences, but the extremely unpleasant aftermaths of both occasions had certainly dulled the pleasure of the memories. . .while Willow had at least five months of pleasant memories associated with Oz in that area. . .wouldn't the pull of those memories have more impact on her? She frowned and wondered what was going on in the dorm room.


"To what do I owe your visit, Mr. Giles?"

Giles appreciated the return of focus that her question represented. He replied, "Buffy called me. She is concerned about your state of mind, and she felt that you might be more willing to listen to me than her. . .given her recent romantic difficulties."

Willow scowled and replied, "At least she has another guy who thinks she's wonderful. . .what do I have?"

* Who is she talking about? * wondered Giles, who had learned to be wary every time the Slayer encountered a new love interest. Dismissing the thought for the moment, he commented, "Willow, you are a beautiful young woman who also happens to be supremely intelligent and level-headed most of the time. . .why do you think it disrupts things so much for us when you aren't doing well?"

Willow's expression, already downcast, grew even blacker as she turned away from him and muttered, "Yeah, I'm so wonderful that I've been in love with two guys in my entire life: one who would rather be with a vengeance demon than me, and one who would rather live alone in exile than with me. There's a ringing endorsement of my desirability."

Giles felt a cold anger growing within him, and quelled it: this young woman needed his rational mind to deal with this. He locked eyes with her and replied, "Willow, Xander and you both decided that you would try to fix your current relationships after the. . .unfortunate incident with Spike last year. After Cordelia rejected him, you could have chosen him over Oz. . .and you didn't. Blaming him for your current situation is unfair to both of you."

Willow said nothing, but her eyes betrayed the fact that she acknowledged the wisdom of his analysis. He continued, "As for Oz, he cheated on you and came within an eyelash of killing you. If I had acted similarly towards Jenny, with the knowledge that my condition might cause me to do it again, I would probably act similarly. Whether or not you and Oz are destined to be together, I am sure that he loves you."

Willow blinked, and Giles could see that she was closer to full rationality than she had been. She blinked again and replied, "I know, Giles, I know. But I feel like a miserable failure. . .I've been endangering my life and the lives of the people I care most in the world about, and I can't see any end in sight. . .if Oz doesn't come back, will anyone ever want to love me again?"

Giles paused a long moment, taking a very deep breath, before continuing: "Willow, you are a wonderful young woman, and I am positive that there are any number of men who would love to take Oz's place should the need arise."

Willow seemed to relax for a moment, and Giles dared to hope that his reassurances had finally gotten through her dark mood. Unfortunately, it was not to be. Willow scowled, then locked eyes with her old friend and mentor before snapping: "Oh yeah? NAME ONE!"

In later days, Giles would not be able to remember forming the conscious intent to do what he did next. He dropped to his knees next to Willow's bed, embraced the startled young woman, and kissed her.

Willow was taken utterly aback. After a moment, though, her rational mind re-engaged and she was able to give some conscious thought to the kiss she was receiving from. . .Giles? It was a drier kiss than she usually received when Oz was in an amorous mood, but the kiss and the embrace associated with it were far from platonic. Abruptly, Giles jerked away from Willow as if he had been shocked and was withdrawing from the room with a guilty look on his face when she glared at him and spoke a single word with a force worthy of a Slayer:




The unmistakable sound of Willow's angry voice reached the sensitive ears of both Buffy and Spike as she glared at the vampire who was bringing up so many unpleasant topics. She whirled, ready for trouble, then realized that her voice had been angry rather than fearful. What could Giles be saying to her? She turned to see Spike with a smirk on his face. At seeing the quizzical look on her face, he commented, "Sounds like your Watcher might be getting a little frisky in there, Slayer."

Buffy snorted and replied, "That's ridiculous! Giles and I have been in all kinds of situations that could have led to that sort of thing. . .and nothing's ever happened. Now suddenly five minutes in a room with Willow and he's a sex maniac?"

Spike grinned and replied, "Slayer, you may be the nastiest thing to be released on us poor demons in many a decade, but you still have a lot to learn about love. The bottom line is, the Watcher sees you as his charge. The whole father-daughter, teacher-pupil, Obi-Wan-Luke thing. Yeah, to most of us male types you beat the witch on points, but that won't do you any good with your Watcher. . .you're strictly off limits. Now, your witch friend, she's pretty damned cute too. . .I offered to bring her over to my way of thinking, you know." He grinned at Buffy's burst of anger at that little piece of news, then continued, "Harm isn't so bad. . .but I think that your little Willow as a vampire would have been. . .intriguing."

"You have no idea," commented Buffy dryly as she remembered the brief encounter with Evil Willow, who had apparently resulted from an alternate Willow being vamped just after her sophomore year. A college-age Willow, with a working knowledge of witchcraft, vamped by Spike would be a truly terrifying opponent. . .and she had no damned intention of letting Spike know about that. She smirked at him and replied, "For God's sake, Spike, Harmony? I thought you had standards."

The vampire shrugged. "She grows on you, what can I say? Not to mention she's dynamite in the shagging department. . .she has a little trick where-"

"I definitely don't want to hear this," warned Buffy as she looked over at the dorm room door. What in the hell was going on?


Giles froze guiltily as Willow ordered him to stop. Involuntarily, he looked over at Willow and saw for the first time a hint of the true power that rested within the innocuous looking redhead, which he had known was there (and was confirmed by the sheer power of the alternative universe Willow Vampire). He said nothing, and after a long moment, Willow's voice quietly drifted over to him: "Giles? That didn't seem like a reassuring type kiss, or a friendly kiss. That seemed like you were trying to tell me something. Now, unless you want to convince me that you did that just to throw me off of the rant I was on, and thereby convince me that you are the biggest jerk on the planet, you will tell me what made you do that RIGHT NOW!"

Giles turned red, and he still said nothing as Willow glared at him, then looked at him with exasperation, then finally concern. She smiled at him, then asked, "Come on, Giles, don't hold out on me. Are you trying to tell me that you are attracted to me. . .that you have feelings for me?" Giles remained silent, but his head made an ever so-slight nodding motion that Willow chose to interpret as a "Yes." She got off of her bed and walked up to him, touching his shoulder and causing him to look at her with a face still red with embarrassment and guilt. She led him over to her bed, where they both sat down. Suddenly totally distracted from her own misery, she was determined to find out where this had all come from. "Giles. . .I need to know."

Giles sighed, and waited another long moment before he began haltingly: "First, Willow, I want you to know that I respected, and still respect the feelings you have for Oz. If things had continued to go smoothly between you, I would never had let you find out that. . .I felt as I do."

Willow felt a tingle going through her. * Giles wants me? Wow! * She squeezed his arm and coaxed, "All right, Giles, since when did you feel like that? Somehow I have the feeling that you weren't pining away for me when you and Miss Calendar were dat-oh God, that came out wrong, I'm sorry."

Giles smiled wistfully, and replied, "Don't worry, Willow. I know your intent. . .and Jenny would feel the same, I'm sure. We both thought of you as a protégé, someone whose gifts could be nurtured by both of us. . .then we lost her, and I was so busy with Buffy's problems. . .I think it disrupted the way I thought of you." He looked at her again, then reached over to brush a wayward strand of hair from her eyes before continuing, "I think it was the night of your senior prom, when Wesley was so tied in knots over whether to approach Cordelia. . .I finally lost patience and let him know she was 18 and that he was an immature twit. . .but I had noticed you earlier that night. You were radiant, totally at ease with yourself and the world. The shy girl I had met two years ago had been replaced with a confident young woman, and I was transfixed. It was fortunate that Buffy arrived and distracted me by telling me of her success with the Hellhounds, or in my confusion I might have said something foolish. It probably caused me to be harder on that poor twit Wesley than I needed to be."

Willow was startled into silence. . .six months, and not a word or a sign, yet she had no doubt that he was telling the truth. Giles looked at her and continued, "Willow, I didn't mean to complicate your life. . .I know you're still holding out hope that Oz will return, and I hope for your sake that he does. But if your concern is that no one will ever love you again, I think that your fear is unfounded. Both of the men who have loved you are fine people that I have been proud to call friends. . .and I like to think that I am worth a second look myself in most situations. However, I certainly don't expect you to give up the love of your life for a man old enough to be your father." He gave Willow a smile meant to be self-deprecating, but she could see a residue of insecurity there.

Willow looked at him for a long moment, then slowly replied, "Giles, you know that I care about you. . .but you're right, I'm still hoping that Oz will come back, and until I've worked through that, I'm not going to be much good to anyone romantically." She squeezed his arm again, and asked, "Are you going to be all right?"

Relieved that Willow seemed to be better and was dealing with the unexpected revelation well, Giles nodded and stood up, walking to the door and smiling at Willow. After a few seconds, Willow leapt to her feet and ran to the door, pulling it open and moving over to the startled Giles.


Buffy heard the door open and turned in time to see a blank-faced Giles exit and head towards her. The door opened again, and Willow exited, moving towards Giles with a determined expression on her face. As Buffy watched in shock, Willow touched Giles' arm to stop him, then pulled his head down with surprising force into a kiss which was not just a friendly peck by any stretch of the imagination. When they broke, Buffy could see the utter astonishment in Giles' expression, which lasted until Willow leaned over and whispered in his ear for a few seconds. Giles' face went blank, then he nodded to Willow and walked over to Spike, calling out, "Come on, Spike, we need to get back." Spike stood up and followed Giles, giving Buffy a smirk that pissed her off to no end as he departed with Giles.

Buffy leaped up and practically ran into her room, where Willow was sitting on the edge of her bed with a mildly pleased expression on her face. Buffy walked up to her best friend and, struggling between laughter and outrage, commented, "You know, I just lost a whole mess of argument points to Spike, since he seems to have had a much better idea of what went on in here than I did. So if you want to stay on your roommate's good side, I suggest you let me know exactly what happened in here, right now."

Willow's eyes sparkled with laughter as she gave Buffy a comprehensive account of what had happened up to the point where Giles left the room. Buffy smiled and commented, "Wow. Who would have thought. . .Giles keeping a big old romantic secret, just like the rest of us." She looked back at Willow and asked, "So what did you say to him after you laid that serious kiss on him?"

Willow smiled and replied, "I whispered, 'I won't wait forever for him, Giles, and if I run out of patience, woe unto anyone who stands between me and you. . .Ripper.'"

Buffy was startled into a giggle. No wonder Giles' face had gone blank. Willow's comment had been almost Evil Willowesque. . .and implied serious interest on Willow's part. She looked at her friend with a cautious expression and asked, "Were you serious, Willow?"

Willow smiled and replied, "Mostly. If that scares him off, he wasn't seriously interested to begin with. . .and I am attracted to him. But I need to deal with this Oz thing first. . .you know better than anyone else why that has to be."

Buffy nodded and replied, "Yeah, I know. Boy, you two have certainly thrown a monkey wrench into the way we do things around here." After a moment, she giggled again and Willow asked, "What's the joke?"

Buffy smiled wickedly and replied, "I was just picturing Xander's face if he ever finds out." They both laughed long and hard at this before hugging: this evening had finally broken the tension that had hung over the room since Oz departed.


Oz lay on his back, staring at the ceiling after a long day's research. Angel had been very helpful in helping him locate research materials and a location where he could lock himself up on the three days a month where his condition made him a danger to others. The research had as of yet provided little hope for remedy, but he still held out hope that a cure or an alleviation of his condition could be found. He had just received his things from Sunnydale. . .he hoped that Willow had not reacted badly to that.

Abruptly, Oz felt a chill go down his spine. Intellectually, he knew that it was probably only a random impulse, but his werewolf instincts whispered a different explanation to him. Something was dreadfully wrong, and time was running out. Ignoring his fatigue, he got out of bed and went to his desk, continuing the review of the ancient works that Angel had helped him find. Sooner or later, he would find the solution. . .he just knew it. . .but would it be in time?

As always, comments are welcomed and desired