Disclaimer: I own nothing…

Summary: Mostly a flashback story. All human AU. William Giles grew up the outcast at Sunnydale High. Friends were no more than a fantasy to the boy no one cared to acknowledge. There was only one who truly saw him for the incredible person he was… But by the time she realized it, it was already too late…

Rating: PG

Author's Notes: This is NOT a happy fic. I refuse to give anything away (though if you know the song, you can probably figure it out), because I'm actually rather proud of this one… At least compared to some of the crap I write… If you don't think you can handle it, please just don't read it…

This is a happy fic. I refuse to give anything away (though if you know the song, you can probably figure it out), because I'm actually rather proud of this one… At least compared to some of the crap I write… If you don't think you can handle it, please just don't read it…

Distribution: If you want it, take it, just give me credit… And, if you could, let me know where it's going.


How Do You Get That Lonely:


The rain spilled from the sky; a flood of tears meant for the man lying in the closed casket at the front of the tiny chapel. People lined the pews. Dressed in black. Sitting solemnly. Tears here and there.

In truth, not many had ever truly known him. Most had chosen to ignore him. Or torture him. He had been the outcast. The boy that even the lowest social circle refused to associate with. All because he was an intelligent, shy, individual who allowed himself to fade into the background.

She had heard it from almost everyone from their senior class today. They were all there out of respect. Well, where had that respect been when they had ignored his kind smile? Laughed at his poetry and sensitivity? Crushed his spirits with every cruel jab and mocking remark? Where had their respect been then? When he had truly needed it…

Even she could not pretend to be completely innocent. No, she had never mocked or tortured him… But she had ignored him, though more out of her own shyness than anything. And it hadn't helped that her friends had laughed in her face every time she had made an attempt at defending him. They were a part of the popular circle. He wasn't. That was simply the way things had been…

But she certainly hadn't been blind to his kindness…


It was her first day at Sunnydale High School. She had come in a few months after freshman year had begun; her parents' divorce leading to the move from L.A. It hadn't exactly been the most promising of first days. She had yet to make it to her first class, and already her clumsiness was beginning to kick in.

There she stood, a pile of books and papers sprawled on the floor at her feet. Of course, it had to happen to her. It always did. That was just the way things went. Hurried students rushing by, and, without fail, someone always knocked everything out of her hands.

On top of everything else she was going through, it nearly had her in tears…

And then she saw him. A shy, nervous boy, his eyes never once lifting to hers as he knelt beside her and began to gather the books at her feet.

As she watched him, the threatening tears were suddenly a memory. All that mattered at that moment was the kind, shy smile that he offered her as he handed her the fallen books, his eyes quickly returning to the floor.

A light smile touched her lips as she attempted to catch his eye. "Thank you." Her voice was grateful as she reached out a hand in greeting. "I'm Buffy Summers."

"William Giles." He replied, nervously grasping her hand. "And you're welcome."

"William… It means protector." When she noticed the questioning look he gave her, she simply laughed softly; her smile widening. "What? You thought I was just some pretty blond with absolutely no depth?"

Quickly, he shook his head in denial, his eyes widening at her assumption. "No! No… That's not what I meant at all…"

"Will." She spoke with laughter dancing in her eyes, her voice light and amused. "It's okay. I was kidding."

"Right. Sorry." Immediately, his eyes lowered to the floor once again and he pushed his glasses back up his nose in obvious discomfort.

"No need to apologize." With another bright smile, she clasped his arm lightly in reassurance, before turning and walking away.


Her tears were renewed with the memory of their first meeting. After that, she had been taken in by the popular crowd, and she had rarely seen William. When they passed in the halls, she never failed to send him a smile, but she doubted he had seen most of them. His eyes were almost constantly at his feet… His way of blending in. An attempt at shielding himself from their hateful glares and vicious words.

It wasn't until senior year that she truly had the chance to get to know him. They had shared a lab together. When she had walked in and seen him sitting there, alone, as always, her decision had been made for her…


The moment she stepped into the room, she saw him. Sitting at the back, as always… Alone. With a smile and a wave in his direction, she moved toward his table, ignoring the calls of Angel and the rest of the 'in' crowd. In her mind, William had never deserved what they threw at him, and she refused to ignore him simply to make everyone else happy.

His reaction when she sat down beside him was priceless. At first he looked confused; unsure of why she was there. Then he moved into defensive mode, his eyes narrowing noticeably and his body tensing in response, obviously assuming the worst… But when he saw her smile and recognized her face, he relaxed beside her, and let a tiny smile slip over his own lips.

"Hey." she murmured quietly, the reassuring smile never leaving her pretty face. "Wanna be partners?"

He blushed and looked away from her immediately, his shyness overcoming him once again. And at that moment, she couldn't help be notice how absolutely adorable he was.

"Why would you wanna be partners with me?" he questioned, his voice very nearly inaudible.

"Because you're worth it."

It could have been misconstrued in any number of ways, but the warm smile on her face gave her away, and in that moment, he believed her.


She had wanted nothing more than to be allowed to speak at the service. Wanted to confess everything she felt for him… Make everyone see who he truly was…

But then it had come time to get up in front of everyone, and she lost it. Earlier it hadn't been so bad. She had managed to keep her grief in check, spilling nothing more than silent tears…

Then, suddenly, here she was, in front of everyone. Looking out into the large crowd of people… People who had no right to be there… People who had never really known him. Never wanted to… And all the thoughts of him came back. The memories and the hidden feelings and the pain of knowing that she would never see him again…

The memories she could deal with. Her feelings for him, she could deal with… Then, it was only the tears that came…

It was when she realized that she would never see that sweet smile again that she broke. Her heart split in two, and in moments, heart wrenching sobs were torn from her, betraying her attempts to keep them under control.

From now on, she would have to live without him… And it was killing her…


"I'm still not getting this." she told him, shaking her head in frustration. They had been sitting in his bedroom for three hours, studying… And not a thing had managed to stick in her mind.

He smiled brightly and laughed when he saw the pout that spread over her features, and she couldn't help but laugh, just a bit, herself.

"Shut up!" she exclaimed, though her voice was playful. "Not all of us can be biological geniuses like you!"

"Not that." he told her softly, his voice low and husky, rather than shy and quiet as it normally was.

Suddenly, the combination of that accent and his eyes on her was enough to make her knees go weak. Even Angel, who she had been dating for three and a half years had never had such an immediate and intense effect on her. "Then what?" she questioned, her eyelashes sweeping up as she met his eyes, her entire body reacting to him in ways she had never thought possible as a result of a simple glance.

"You're adorable when you pout."

The confidence and adoration in his voice surprised her. She had never seen this side of him before… And she couldn't deny that she liked it…

When he leaned in to kiss her softly on the lips, she nearly stopped breathing from sheer shock. She had never believed she'd see the day that William would make the first move… in anything.

But he had, and she couldn't have been happier. Once the shock was gone, there was just him… And it didn't take her long to return the kiss, with enthusiasm. In those moments, all she knew was that she couldn't get enough of him, and it didn't take long for it to turn passionate.

She was completely lost to him… And she wouldn't have it any other way. Right then, nothing else mattered. All she could see was him, and he was all she had ever wanted…

But then he pulled away from her, far too abruptly, and she knew immediately that something was wrong.

"William?" she questioned softly, hurt shining in her eyes as she watched him stand and begin pacing the room. "What's wrong?"

"It wasn't supposed to happen this way." His voice was quiet as he ran a and through his hair, obviously in disbelief.

"What wasn't supposed to happen this way?" Her voice was desperate. She hadn't meant to upset him. Didn't want anything to change between them. She wouldn't be able to stand it if he decided to ignore her afterward.

"This!" he exclaimed, his voice a bit harsh, but just as desperate as hers as he looked her straight in the eye; tears glistening behind those bright blue pools. "My first kiss! It wasn't supposed to happen like this! Not with you! Not when you're involved with Angel!"

"It was your first kiss?" She asked him softly, a tiny smile passing over her lips at the knowledge that she had been his first. When she caught his distressed glare, she smiled again in apology. "I'm sorry, it's just… You chose me. I'm flattered…"

"Of course I chose you." he told her as he sighed and sat down beside her once more. Taking her hand, he met her gaze. "Buffy, it's always you… But you're with Angel."

"Why do you care what happens to Angel?" she questioned quietly. "He's never been anything but an asshole to you."

"Nobody deserves that." He replied quietly, his eyes meeting hers, complete sincerity shining behind them.

She smiled up at him softly, his response touching her heart deeper than anything she had ever heard before. "You, William Giles, are an amazing man…"


She hated sitting there, listening to all the whispers and gossip around her. It was a funeral for God's sake! They were supposed to be mourning for him! They were supposed to care that William had lost his life at only eighteen and they had been the cause of it!

But to them, none of that mattered. To them, it was all about gossip. All about getting the story straight… Finding out what had happened…

Desperate to find anything that might shift the blame from their own shoulders…

And so they all looked at her. She heard the murmured 'Poor Buffy' from everyone who glanced her way. Saw the way they looked at her with pity… Knew each and every one of them blamed her. A few of them had the nerve to act disgusted with her. To turn to their friends within obvious earshot and go into some lengthy story about how she had broken his heart just the night before it had happened…

But it didn't matter. None of it mattered. She knew the truth… She knew what they had shared, and nothing else mattered…


When she saw the surprised look in his eyes, she wasn't sure how to feel. Suddenly, she was beginning to feel completely insecure about her state of undress. Maybe she'd made the wrong decision… Maybe it was too soon… They had only been officially seeing one another for three months. Maybe she was being too pushy…

As his eyes remained trained on her, she became increasingly uncomfortable with his scrutinizing gazeNervously, she looked away from him, her hands immediately moving to cover herself. All she wore were lacy blue undergarments that barely covered her, and she certainly wasn't feeling particularly confident in herself at the moment. She felt completely naked as his eyes stared holes through her. This was not how she had pictured their first time, at all…

"Don't." he murmured quietly as she moved to cover herself. "You're beautiful… It's just… Are you sure about this, Buffy? I know you've always wanted to wait until your wedding night… I don't want you to do anything you're not ready for."

The smile that lit her face with his words was overwhelming. She couldn't believe that this was really happening. That she was here, with the man she loved, ready to make love for the first time… It was a feeling she would never forget.

"I love you." she told him quietly, as she sat beside him on the bed, kissing his lips softly. "I realized something the other day… Marriage isn't what mattered to me. It was love… And that's what we have…"

"But what if it doesn't work out?" he questioned quietly. "What if we do this and something happens? I don't want you regretting this decision, Buffy."

His seriousness made her smile softly. "William, I will never regret making love to you. You're the one I want to give this to. No one else… It doesn't matter if we last forever, or a day… What matters is that you are the one I love… And that isn't going to change…"

The smile on his face was beautiful, and all she could do was smile back. She loved him more than her own life, and she certainly was never going to let him get away…

When he kissed her lovingly on the lips and she heard his whispered 'I love you', it was all over…

That night, they made love, slow and sweet… And it was everything she had ever dreamed it would be…


notyou

It had never taken much to break her in situations like these… This time, all it took was the short hug that Rupert Giles offered her. She adored him. Had since the moment she had met him… Growing up as a child with a barely-there father made it difficult to trust , but Giles had immediately taken her in… Treated her like the daughter he had never had…

One day, she had hoped to become just that…

But now, she would never be given that chance…


She remembered little before seeing Rupert Giles' shocked face as he gathered her into his arms, tears falling from both their eyes, as he tried his best to ease the screams that were echoing through the room. But even as her voice grew hoarse and died away to soft sobs, the screams never stopped… They echoed through her mind again and again… She was trying desperately to wake herself. To find some proof that it was all just a horrible nightmare…

That William wasn't lying on the floor in front of her, cold; all the life drained out of him…

But he was…

When she had walked in, all the color had gone from her face. She had seen him immediately; lying there, face down on the floor, the bottle of pills spilling out beside him…

She didn't even need to check to know… Didn't have to feel for a pulse or listen for a heart beat…

She knew the moment she had seen him that he was gone…

And her heart was suddenly shattered into hundreds of pieces. Her best friend; the man she loved… He was lying there on the floor… gone.

And she could do nothing more than scream…


Her tears had finally slowed just a bit, as they moved from the little church to the cemetery. Now, she walked side by side with Giles, her arms crossed tightly over her chest as she sniffledquietly, tears still streaking down her cheeks. She could feel his eyes on her; knew he wanted to say something… But she couldn't ask. She was too afraid she'd break down again if she were to simply looking up at him. She couldn't even imagine what it must be like for him. Losing his only son in such a horrible way…

"Thank you."

It was the last thing she had expected to hear from him. How could he possibly be thanking her? And for what? For not recognizing the signs? For watching as his son's life drained away, but never really seeing?

"For what?" It came out much calmer than she had believed herself capable of. She was glad of it… Though she knew that the moment he looked into her eyes, it would all be over. As calm as she could force herself to appear for everyone else, her eyes always betrayed her…

"For making his life complete." His voice was quiet as he glanced up at her with a gentle, tearful smile. "You made him whole. Gave him everything he'd ever wanted and more."

"Then why is he in that coffin?" Her voice shook with pain as she reached up to wipe away the sudden onslaught of tears.

"He loved you." Giles told her, pulling a folded envelope from his jacket pocket and handing it off to her. "Don't you ever forget that."


Buffy,

Don't you dare convince yourself that this is your fault. It isn't. If anything, you're the only reason I held on as long as I did. I have loved you from the moment I laid eyes on you, and all I have ever wanted is to thank you for everything you gave to me… Everything you made me.

I have never loved anyone the way I love you, and I never will. I wish that I could have been the one. But it never would have worked. It couldn't have. For a while, I tried to convince myself that we would have time. That it wasn't over…

But I was sick, Buffy. I thought we would have time, and then I went to see my doctors, and they told me it was over; there was nothing more they could do. I was dying, Buffy… And I couldn't let you go through that. Couldn't bear to go through it myself… So I'm ending it.

I know I should have told you… But I couldn't bring myself to hurt you like that…

I was going to propose to you… I'm sorry I never got the chance. I want you to have the ring. It was my mother's. She gave it to me before she died. Said she wanted me to pass it on to the woman I loved. And I love you.

You are my everything…

I love you, Buffy. Never forget that.

Love Always,

William


made

With trembling hands she looked up at Giles, her eyes wide with shock. When he nodded to the envelope with a sad smile, she turned back to it, and after a moment, she pulled out the ring that lay inside. It was beautiful. Clearly an engagement ring. The band was thin; made of white gold, and there were three small, beautiful round diamonds adorningit.

Tears glittered in her eyes as she stared at the ring, unbelieving. He had wanted to make her his wife… It was more than she ever could have hoped for… Though it did little to ease her pain.

"He told me once that he wished you could be my daughter-in-law." Giles told her quietly as he watched her turn the ring over again and again, her eyes conveying disbelief, pain, and pure love. "Said he wanted nothing more than to have your love forever. And when I asked him why he couldn't, he told me you deserved better…"

"There is no better…" she whispered sadly, cutting him off as she slid the ring onto her own finger… Wishing it was him. That he was still there with her… "There never has been. And I know I will never find anyone who manages to touch my heart the way he did… There is no better…"


It was exactly one year later when they found her body, lifeless and cold on the bedroom floor, his picture lying beside her; an old, crumpled letter clutched tightly in her left hand; the engagement ring shining brightly on her finger...

And a single red rose resting beside her.