He had not expected to finder her there though she was often to be found alone when she had a choice and she had every right in the world to choose where she came and went from. He paused in the doorway, hesitant to intrude. Her eyes barely flicked over to him to acknowledge his presence but he cleared his throat and formally made himself known.

"Do you mind if I join you?"

She shrugged her apathy and went back to staring at the wall thinking whatever it was that Faith tended to think in quiet times. It was hard to pinpoint a broad topic, let alone hazard a more specific guess as to her thought process. He usually didn't try. Unlike the others in the house he'd never developed a sense of family with her because she was always at odds with the rest of them. Bad choices made in her youth and all that.

He knew nothing about that, really. Oh, wait…

"I couldn't help but overhear you in the basement with Spike the other day."

"You spying on me now, G?" At once she was alert and suspicious. He held up his hands in early surrender.

"Heavens, no Faith! The vents," he gestured, "let sound carry."

"Oh. Guess that's why B came down in a hurry."

"Maybe so."

There was a moment of silence between them and the brunette shifted the slightest bit to allow him room on the couch, an invitation. He took it. No one else was there. Buffy had the others out in training and he presumed Faith was taking advantage of the silence. It wasn't often to be found in a house of adolescent girls. He cleared his throat.

"There's something I wanted to talk to you about, Faith."

"Yeah, G?"

"I couldn't help but hear your comment about everything being 'old hat'. I must say that in a girl your age that's rather a shame."

He'd never have approached anyone else about the philosophies of sex. It wasn't his place or he never felt quite right about trying to talk to them about things like this. It made him feel like the old man sidekick even more than usual when he thought about it. But with Faith and with their similarities and even with this jaded sense she had about her he felt he could butt in just this once. He felt strongly about it.

"I realize with your history that this might seem like you've done everything but there are still new things to discover and finding them, letting a man surprise you, would be rewarding for you in the end."

Funny that Angel had said something similar to her. Why was this the lesson people felt the need to slam home? She didn't need anyone to surprise her. She didn't need to make this life anything more than it was already. But as she looked up she had to think about it, seeing the sincerity in his eyes. It wasn't going to stop her for long but it was enough to give her pause for a few moments.

"I'm not interested beyond the bump and grind, G. One night here, satisfying cravings there…"

"A toy might be safer." He deadpanned, looking unimpressed.

"You don't think I use them?"

The look she received, momentarily horrified as if he'd imagined it, caused the brunette Slayer to laugh aloud.

He was not amused.

"With me forming attachments isn't a good thing. People hurt you, let you down and I'm probably gonna die in a couple of years. No one likes an old Slayer."

"You'll be twenty five in a couple of years, Faith; that's hardly senile."

"Oldest Slayer ever?"

"Twenty seven." He couldn't hold back the answer.

"Average age when most of the Slayers die?"


"I'm five years past my due date, G. What's the point if I know that?"

How horribly cynical she seemed. It irked him to see it and yet the Watcher knew there was no altering it. She had lived through things that aged her more than the slight twenty three years she presented as. Everything about her was guarded, closed off. He wondered if she relaxed enough to dream.

He was patient, though, and prodded lightly. "Is that really how you envision your life? A bull whip and a school girl outfit? Hideously kinky as that might be some of the best moments in life are the ones where you give yourself over to something better. When you create something within yourself. Joy."

She shrugged. He frowned.

"You'd have to prove that to me, G."


She hadn't meant it as a serious offer and he'd never have taken her up on it if he felt he had a chance to get through to her some other way. The look he got of shock gratified him as his must have amused her earlier in their conversation.


He took off his coat, hanging it over a nearby chair. "I'll prove it to you. But if we do this it will be done my way from beginning to end. No giving up half way through for example."

He expected her to get frustrated and take over or to simply quit outright.

"You have got to be kidding me.

"No, I'm serious." He promised. "If you want it proven to you I mean to back up my words."

She stared at him, her eyes wide for a few moments and then narrowed as if trying to find the lie or the moment when he broke into a grin and had a good laugh at her naivety. She couldn't find it and leaned back, crossing her arms over her chest and closing herself off again in a more obvious way.

"B would never forgive you for this."

"Buffy doesn't have to know, strictly speaking. There is plenty she doesn't know and plenty I don't intend to tell her."

So the man had his secrets. Faith had always wondered that.

"Not here." She relented. The house was empty but for how long? Nothing said awkward like having the blond come in while she was boning her mentor and father figure.

Giles nodded.

"My way, Faith. I must be rather clear on that. Promise me."

"Ok, fine. Your way." To he it only sounded like every guy before him but if it would make him happy she conceded. He seemed satisfied.

"Come with me."

He led her out of the house and down the street a short way, skipping several houses. Abandoned Sunnydale looked bleak and empty, a shadow of a town. In the back of his mind he expected himself to die. He expected her to die. Battling the First Evil was probably above and beyond the job description of the average Watcher. If he managed to make it through he'd demand a raise. And possibly a puppy.

There was a suitable house a few doors down on Revello. Most everything was empty but this one he found locked. With a flick of the wrist Faith saw to that and soon they were inside the house. He shut the door behind them and looked around. Clearly an older couple lived there if the crocheted doilies and plastic wrapped furniture was any indication.

"Follow me."

He took her hand and led her deeper into the house, bypassing the other rooms. The bedroom at the end of the hall was how he expected it, a bit old fashioned but clean and well kept. He closed that door, too, but it wasn't really necessary. He just liked a little privacy.

He took her hand and led her deeper into the house, bypassing the other rooms. The bedroom at the end of the hall was how he expected it, a bit old fashioned but clean and well kept. He closed that door, too, but it wasn't really necessary. He just liked a little privacy. Faith looked bored by this and said nothing but she did look around to survey their surroundings.

"Sit down, Faith." He commanded gently.

Since this was an educational experience, or so he told himself, Giles was happy to and confident in taking the lead. She sat down with a skeptical look and both felt a little awkward now that things were supposed to start happening. Faith did not let others take the lead and she was now, she told herself, going to prove him right. Still, to her surprise, he moved and lifted her shirt off, drawing it away from her body in one smooth, practiced sweep.

The Slayer began to get some practical idea that he'd done this before.

Now that the first bit was over, the hovering at indecision on whether this would happen or not, both people felt more at ease. Talking about it was one thing. Actually following through with those words was proving to be a challenge, at least on the Watcher's part. He was very aware of her past and her age and the fact that she could kill him before he managed to draw breath to scream. He knew she could and hoped this reform of hers meant that she wouldn't no matter how frustrated she'd become with his methods.

He moved to her leather pants and undid the belt, sliding it off and setting it aside neatly. He could not break habits no matter what he was engaged it.

"You don't have to do this, G. I said I'd fuck you. All of this," she gestured with her hands and he assumed she meant his taking his time, "isn't really necessary."

It was coarse, and vulgar, and wholly Faith but Giles chuckled in spite of himself. He realized taking her time was something Faith was not used to. "Hush." He chided, not the least put off by it. This outburst only proved he was on the right track. Amazingly, she quirked an eyebrow at him but fell quiet.

He slid her pants off and laid them aside as well, letting his eyes wander over her beautifully naked body. Even now she seemed to be covered by her cynicism, jaded by a world that had not been kind to her. He was one of the ones that let her down, though he'd always meant well and hoped this small lesson might make up for some of the wrong doing on his part. She deserved to be happy.

He ran his hands along her shoulders and then down her chest and to her side. She shivered. "Lie back on the pillows." He instructed, helping her shift onto the bed properly. He moved to the other side and joined her, lying down next to her. He felt bolder knowing she hadn't brushed him off and knowing she wanted to follow through this as well. The Watcher gathered the Slayer into his arms and kissed her deeply, using every bit of the finesse and skill he'd garnered in his forty some odd years of life. It was a considerable amount of skill and the passion he had to teach and guide was now channeled into a passionate desire to get her to open up to the experience.

She moaned as his tongue snaked into her mouth and played havoc with her own. She moved to turn then and get him on his back, to take control as she usually did in these situations. He resisted, pulling away. He knew if he ceded now there'd be no getting it back. Giles shook his head.

"My way, Faith. You promised."

His hands moved over her, warming her body and getting her used to his touches. Perhaps he was trying to get used to touching her as well knowing the implications of this act on his psyche. Or if the Council were around to find out about it, though he'd told them all to sod off before and this would be another time for it. He tried to ignore the part of him that was eager to do this, perhaps always wanted to and would never admit it aloud. Such taboos were better left to fancy. But he digressed.

Once she was warm and willing beneath his hands he slid one between her legs. She whimpered and he felt how wet she was and how much heat was radiating from her core. It was time.

He shed his clothes and set them over the foot of the bed, not ashamed of his body. Faith stared at him, generally unaware that he was in such good shape. She knew he kept up with them but she had no idea how well he liked to keep himself. He took some measure of pride in her look of surprise and the way her eyes didn't stray from his body. When they finally drifted away from his well toned chest to his hips he brightened even more as the surprised look strengthened.

"You have got to be kidding me."

"I beg your pardon?" For a moment self doubt flickered.

"Does anyone know how amazing you are?"

He blinked. "You think I'm amazing?"

She smiled and reached for him, pulling him down onto the bed next to her and kissing him again. Her hand wrapped around his thick member, stroking it the rest of the way to life. He growled in need and crushed her mouth to his again, hungrily. It had been too long since he'd been in this situation and he was losing himself.

"Wait, Faith, wait." He pulled himself away for a moment and tried to master his own desires. It wouldn't do to lose control now. Giles caught her brown eyes with his own and brushed a lock of hair from her face. He was momentarily struck by how beautiful she was and how earnestly she appeared to want this now. Moving easily, he let his thighs part her legs and positioned himself at her opening. With a groan he moved himself inside her inch by inch. He wasn't particularly worried about how she could handle it because she was a Slayer and could heal more rapidly than most anyone else on Earth but he wanted to draw out the sensation of filling her for the first time.

She gasped, moving against him to allow for a deeper connection, wrapping her legs around his waist. Once he was hilted the Watcher stopped and let himself savor the moment. Then, bit by bit he began to move inside her, slow and deliberate strokes. He never left her wanting, moving fully in and then almost all the way back out of her in his measured pace. Like the waves crashing on a shore he was likewise steady and relentless. He wanted her to feel good, to see that slow and romantic could be just as intoxicating as a bull whip and a school girl uniform.

Faith moaned, her arms wrapped around him. She let her legs settle over the back of his thighs and moved her body in time with his as if they simply belonged put together like this. She felt whole and strange. This wasn't the frenzied fucking of an adrenaline high or the kinkfest she found to get her off. All of the increasingly far out antics she had to resort to just to feel anything new never prepared her for something like this. It had never been like this.

Giles showered her with kisses, moving his lips to worship her neck, her shoulders and her chest. He teased the sensitive nipples in front of him, coaxing them taut with his lips and tongue. He tasted her pulse, feeling it leap beneath his touches. Faith felt it all, and it felt good, but she wanted more. Out of habit she wanted wild bucking passion and not this gentleman's pace he was setting.

"G…" she moaned, protesting. It felt good but she wasn't getting anywhere. He paused.

"Is there a problem?"

"This is great, and all, but…um…I'm not…there ain't any fireworks."

He smiled, drawing his tongue up her earlobe. "It might if you relaxed a little. This is an exercise in opening to new experiences, my dear, and not delving into habit.

She said nothing in response, stifling her thoughts about how this was never going to work because she had promised to try it his way. And, besides, she didn't give him much in the way of odds to hold out indefinitely. He'd come and she could say he'd tried but it just wasn't enough. Everything would always be old hat and nothing he or anyone else could do would change that. She needed to find the new thrill.

On that she was sorely mistaken. Giles had the patience of a saint and years of long practice focusing at one task and only one task to see him through this. He had no intention of leaving her unsatisfied in any way. With increasing skill he worshipped her, doing all of those proper things a lover did for his beloved. He never picked up the pace, his hips didn't relent, and as the time passed he felt her responding. Slowly at first and then with increasing ardor as she allowed herself to relax. He was winning her over.

For a while there the Slayer had been lost in her own head, wishing for something she was bored with. Sex was perfunctory. Fun but then the memory of it faded as quickly as it came. The faces were a blur and the names a run on of Mikes, Tims, and Steves. Who cared past the one night they were useful? She wanted something more in her heart of hearts but didn't know where to look or how to find it. With Giles surging smoothly above her, teasing her senses and pleasing every part of her she finally gave up the notion of having something like the old ways and have in to this new one.

Finally she was responding as an intimate lover, kissing him and letting herself explore. He could feel it in the way she carried herself, her muscles relaxing as if she'd been ready to take back control at any moment. Faith finally allowed him to be his stalwart self, pleasing her in his way. The more she relaxed and gave in to the experience the more she found she was enjoying it. She liked the feeling of closeness and having him stay with her the entire time, making sure she knew this was about her and nothing else. She didn't even think he was out for himself anymore.

"Giles!" All at once she felt her orgasm rushing close, almost overtaking her. She hadn't even felt the tendrils begin to take root before she was coming with startling intensity, her entire body coiled and uncoiled around his invading phallus. She looked up and caught his jade eyes again, giving a cry of release. He kept moving for her, not picking up his pace even now so he could draw out the moment for her. Her inner muscles milked him, wanting to feel his climax, too.

"Come for me." She begged.

He hadn't honestly thought about himself. Her breakthrough was enough for him but she said it so innocently that he couldn't help but think about it.

"Are you sure?"

She nodded. Faith was surprised about herself and lost in the moment with him. Nothing mattered but the connection they'd made. Sure, it would probably fade when they were done but in the moment now she wanted his release like her own. She wanted his kiss like oxygen. Finally, finally he picked up his pace and with a few frenzied thrusts gave in to what he'd been staving off for a while now. The idea of it sent her into fresh aftershocks of pleasure. Their moans commingled in the air to finally die as they came to a rest.

He moved to the side and drew a blanket over their bodies. He merely watched her as he tried to master his breathing again. His body tingled and throbbed with pleasure too long denied him. There was a small part of him that panged guilty, wondering if he'd taken advantage but he quickly quieted those thoughts. They'd both wanted this and in the end she experienced what he wanted her to feel. For a while she'd been tended to and made love to as she should be every time.

"Fuck, G."

He looked over, arching an eyebrow. "Yes? I believe we've just done that."

"Yeah, but…who knew?"

"You've lost me, I'm afraid."

"Who knew you were so good underneath all that tweed?"

"I wasn't always in tweed, Faith. There was a portion of my life that might shock you to hear of it."

"Really?" She looked genuinely curious. His eyes sparkled in mischief as a reply.

"Oh, yes, quite. I was a rash and foolish youth. But there are some things I learned then that serve me well just as there are some things that have improved in age and wisdom like what you just experienced. No one moment in your life defines you. It's what you carry forth that matters."

Always a lesson and just when they were getting to the good parts. She rolled her eyes.

"Tell me about it."

"I'd rather show you."

He moved to her and took her lips, grinning like a cat with cream. In for a penny, in for a pound and he meant to make the most of it. He showed her every trick he had and told her of his wild nights as Ripper, demonstrating in a way he couldn't with most others what that meant. She could understand and appreciate it all and with her he felt something more like himself. All of himself. He used his latent magic and spoke of things he'd done freely, knowing she could not judge him for his past. And, strangely, in his arms she was something like herself.

They spoke and made love most of the night and as she drowsed Giles finally saw her wrapped up in innocence. She finally looked relaxed and every bit as young as she should have been. It did his heart good to see she was still capable of it. Only when she woke in the morning did Faith realize what had happened. She found herself wrapped in his strong embrace and wasn't in a hurry to leave it. There would be explanations to give and a war to go back to planning and reality would inevitably set it. But while she was in his arms she didn't think about that. She didn't wonder. She wanted to hold on to the lesson for as long as she could. The night of her life.