This fic was written a while back for summer of giles community on LJ. It deals with very dark themes including torture and non-consensual sex. Please use discretion before reading. 18 and up only please.

Beta read by shaken_silence and Gilescandy.

rated: NC-17

Please R&R!

disclaimer: I own nothing!

The first thing Giles noticed was the pain.

There was a electrical storm inside his head; tiny lighting bolts of agony and deafening thunderclaps rattling his brain. He tried to grit his teeth against the ache and screwed his eyes tightly shut. It did nothing to help.

The next thing he was aware of was that he was bound. Ropes cut and burned into his wrist and ankles as he tried to move.

He opened his mouth to cry out. He had to struggle to peel his tongue from the roof of his arid mouth. The only noise he could make was a small raspy whimper.

"Finally!" A voice cheered; a voice that chilled Giles to the bone. "I was beginning to think you'd never wake up."

Giles slowly began to open his eyes, the memory of the ambush at the library playing in his mind. Oh god, what had happened to the others?

The room was dark save for a small sliver of light shining through from another room. But even that was too much for Giles; the light sending stabbing pains behind his eyes. He closed them again and looked away.

"Ruuuperrrt," that voice singsonged, making Giles wince. "You and I need to have a little chat about Acathala."

"I'm not telling you anything," Giles rasped as fiercely as he could manage.

Angelus just chuckled. "You know, I was kind of hoping you would say that. 'Cause if you talked right away I wouldn't get to have my fun – and I just got a nice new toy to play with."

"Do what you will to me," Giles spat, mustering every ounce of defiance he could. "I'll never tell you anything."

Angelus just laughed again. "Oh Rupert, Rupert, Rupert," he tutted. "You're not the toy I was talking about." A slow wolfish smile split the vampire's lips. He turned his head toward the door and called out, "Drusilla, honey, bring in the new plaything will you?"

Giles eyes were on the door, his heart was drumming away in his chest wondering what sort of twisted game Angelus was up to. A moment later he found out when the dark-haired vampire entered the room with the 'toy' Angelus was referring to.

Giles' heart froze in his chest. Dear god, no!

"Giles!" Willow called out horrified at the sight of the man tied to the chair in the middle of the room, blood streaming down his face from a wound in his head. "Oh god!" She made a move as if to go to him, but was stopped as Drusilla's hand wrapped around her throat.

Willow let out a strangled cry, wincing in pain.

"Let her go!" Giles cried, his voice hoarse and strained. He struggled futilely against his restraints.

"Good little girls are to be seen and not heard," Drusilla admonished Willow as if Giles hadn't spoken. "Daddy's going to give you such a lashing; daddies don't like disobedient daughters." She raised the hand that wasn't holding onto Willow's neck and raked the long red nails (the ones that had taken the life of a Slayer) of her spindly white fingers through Willow's fiery locks. "What a pretty dolly, you'd make," she murmured, then looked at Angelus with large hopeful eyes and a small smile. "Can I keep her when you're done? Miss Edith has been wanting a new friend so."

"We'll see baby," Angelus murmured amusement tinging his voice. "But, she might not be in too good of shape by the time I get finished with her." He turned to Giles and gave him a wink. "Now why don't you run along and let us boys have some fun for awhile."

Drusilla pouted. "Why can't I play too?"

"Dru..." Angelus drawled in that warning way parents used to cow petulant children.

Drusilla let out a whimper, but complied with her sire's command. She petted Willow on the head and leaned into speak in her ear. "Lucky dolly, getting to play with daddy," she said. "He knows just how to make it hurt." She let her fingers slowly comb through Willow's hair as she backed away and left the room.

Willow jumped as the door closed behind her. She looked at Angelus, he had a cruel smile playing across his pale lips. She gulped trying to keep from hyperventilating. She thought she had been as scared as she could be when she woke up and saw Drusilla looming over her and wanted nothing but to get away from the crazed vampire. But, now she would give almost anything to go back and join the deranged tea party with Dru and Miss Edith.

Angelus slowly slunk towards Willow; his large body moved with the grace of a panther. He circled around her, coming to a stop behind her and leaned forward to whisper in her ear. "Hello, little one."

Willow shivered as his lips brushed against her ear as he spoke. She flinched.

Angelus chuckled. "You're not afraid of me, are you? That hurts my feelings." He lightly brushed her cheek with the back of his hand. "I always thought we were friends."

Willow twisted her head away from his caress with a sob.

Angelus gripped her chin and wrenched her face back. Willow whimpered.

Giles struggled again against his bonds. "If you hurt her I swear I'll kill you!" he raged.

"I think that little head wound of yours is clouding your reasoning there, old man," Angelus replied. "The man tied to the chair is in no position to be posing any threats. But, I gotta say, I like your gallantry. It's kinda sexy." He pressed his lips to Willow's ear again. "Don't you think, little one?" he murmured as his hand slid down her side and came to rest on her hip.

"Don't touch her!" Giles cried again. He was ignored.

"You know one thing that all three of us have in common is?" Angelus paused after asking the question as if really expecting one of them to answer. "We all love books," he said. "And that library of yours Giles, man does it have all kinds of interesting books." He snickered. "There's one in particular I've been reading that is just...fascinating." Angelus stepped away from Willow and crossed the room over to the bed. He pulled open a drawer in the nightstand and reached inside. "I've had a hard time putting it down. Which was difficult as a lot of the time I had to read it one handed." He flashed a grin at Giles as he held up the leather bound volume in his hand.

Giles paled as he saw the journal – his personal journal. Not his Watchers diary. His head swam as he realised all the secrets he had written down that the vampire was now privy to; his inner most shameful thoughts and fantasies, many of which concerned the young girl shaking and crying at the other end of the room.

That's why Angelus had taken her. He knew how Giles really felt about her.

His chest twisted with guilt. Oh, Willow.

Because of his carelessness Angelus knew just who to use against him to get what he wanted, and Giles had no doubt that the sadistic bastard would subject the girl to every form of torture in his arsenal until Giles cracked.

Willow's eyes filled with confusion as she looked between the Watcher and the vampire; she knew that the book Angelus held had some significance to Giles, but she couldn't fathom what it was to put such a look on his face.

And why had he looked at her like that?

And why was Angelus now looking at her like...that?

The vampire's lips curved in a roguish grin as he parted the cover of the book. He began to walk back towards Willow as he read aloud,

"I want feel the smoothness of her porcelain skin as I kiss my way up her long, slender stems. Finding my way to the crimson walls of her forbidden passage to immerse myself in her satin heat. Taste the sweetest milk known to man–" Angelus stopped reciting and laughed. "You know old man," he said to Giles, "I think you really missed out on your calling as a Harlequin writer." He turned his smile to Willow and tilted his head to the side. "So, little one, have you figured out whose 'crimson walls' it is that dear old Mr. Giles here wants to... penetrate?"

Willow was too shocked to speak. Giles had wrote that? About her? She looked to the man she admired so for some kind of answer. He couldn't meet her eyes.

"Do you really think that she's the same on the bottom as she is up top?" Angelus asked. "I've always kind of wondered that myself. Let's see, shall we?" He snapped the book closed and tossed it on the bed. Then he strode back over to Willow, coming up behind her and sliding his hands up her thighs, hitching up the hem of her skirt.

Willow made a choking sound as the vampires cool callused hands slowly inched up her skirt.

"Don't!" Giles cried meekly. "Stop it!"

Angelus' hands stilled. "Make me," he countered. "You know what I want to know. Just tell me how to wake up my boy Acathala and I'll leave sweet little Willow alone."

Giles bit his tongue. He wanted to make Angelus stop, but he knew better than to trust the word of an evil vampire. No matter what Willow was not going to make it out of this unscathed. But if Giles told Angelus what he wanted to know the rest of the world would suffer as well.

After a moment had stretched out and became clear the Watcher wasn't going to offer up anything, Angelus sighed. "All right, then." He hiked Willow's skirt up all the way, revealing her light pink cotton panties with a red heart's printed on them.

"Well now aren't these adorable," Angelus remarked as he snaked his fingers in the waistband and eased them down Willow's thighs, letting them drop to her ankles. "Well, well, what do you know? She's really is red all over." He buried his face in her hair and whispered in her ear, "Now that really is a turn on."

Willow whimpered as he bucked his hips hard against her and she felt his length press into the small of her back the way it had when he held her that night in the hall at school.

Angelus ran his hand up and down the inside of Willow's thigh. "Well, Rupert, you were certainly right about her skin being smooth. Let's see what else you got right, hm?" He moved his hand all the way to her sex. He twirled one of her course curls between his thumb and forefinger finger, before stroking the tip of his thumb along the lips of her entrance.

Willow couldn't help the gasp that escaped her as the nail of his thumb crazed along her sensitive flesh. She bit down on the inside of her cheek and squeezed her eyes shut trying to will away the sensation her body was reacting to without her permission.

A low chuckle rumbled from Angelus. "Well, well, well," he murmured as he lifted his hand and rubbed his now damp fingers together. "I guess this means you do like me after all." He licked his fingers, his eyes closing and moaning. "Oh, yeah, that is sweet."

Giles' blood was raging in his ears. He writhed and pulled against his bindings. "If you lay one more finger on her I'll–"

"All right. I won't touch her again," said Angelus. "All you have to do is tell me what I want to know. So, Giles, are you ready to talk?"

Willow's eyes snapped open and she looked at her mentor and friend. She could see the war waging behind his eyes. He was wearing down. She knew what would happen if Angelus found out how to awaken Acathala; the whole world would be doomed. She would feel responsible. She couldn't allow Giles to help Angelus on her account.

"Giles!" she cried out forcing him to look at her.

Giles looked up at the sound of Willow's voice. He forced himself to look into her eyes despite the disgrace in himself he felt doing so. Her already large eyes were even wider than normal from fright. But fear wasn't the predominate emotion displayed in her emerald depths. There was defiance and strength...resolve. Willow may be an innocent, but she was far from naive; she knew how this situation would end. She knew, as Giles did, there was no safe way out of this. She also knew that if Giles tried to save her from what Angelus had in mind, the world would pay the price. Millions of innocents for one.

There was no choice.

Giles nodded weakly to her and closed his eyes. Tears tracked down his face. "I'm so sorry," he whispered defeated. Then he opened his eyes and raised his head to Angelus. He screwed up every dismal scrap of strength he had and spat, "I'm not telling you anything!"

Willow's eyes slid closed pushing down tears of her own; they were a mix of relief and sorrow.

"If that's the way you want it," Angelus seethed. He grabbed Willow's hand and pulled her so roughly her shoulder nearly dislocated. She cried out from the pain. Angelus swung her around like a rag doll (well Drusilla did say she'd make a good one) and tossed her onto the bed.

He stormed over to Giles and took hold of the sides of the chair he was bound to. "I want you to be able to see every minute of this," he whispered harshly into Giles ear. Then he twisted the chair to point toward the bed.

The vampire stood up straight and whipped around to Willow and started to undo his buckle. Willow's eyes widened and she tried to scamper back on the bed as Angelus stalked toward her grinning like a wolf approaching a helpless bunny; a look of blind hunger and lust in his eyes. He whipped off his belt with a snap.

Willow rolled onto her side and tried to clamour out of the bed. Angelus laughed as he effortlessly zoomed around the bed to cut her off. She slammed right into his hard chest and fell back onto the bed. Angelus leaned over her, taking his belt and wrapping the strap around her wrists and tied them to the bedpost.

"Now," Angelus purred, "it's time to get a good look at those 'lilly white mounds of supple flesh' I've been reading so much about." He gripped the collar of her shirt and ripped it open.

Willow cried out in ineffectual protest.

Angelus looked down at her naked breast almost salivating. He looked back at Giles with a grin. "What do you think Rupert?" he asked. "Are they all you've ever dreamed about?" Giles shut his eyes and looked away. The vampire pursed his lips and turned back to Willow. "They're a bit small for my taste." He cupped one of her breast in his hand. "But, pert," he curled his hand and squeezed her breast, then twisted it, hard. "Firm too."

Willow clenched her teeth, trying hard not to cry against the pain.

Angelus looked back at Giles who still had his eyes closed tightly, his head down. The vampire sighed in frustration and got up from the bed. He walked around the back of the man and grabbed him by the hair, wrenching back his head.

"Open your eyes!" he shouted. "It's your every fantasy laid out before you, don't you want to look?" When Giles still didn't open his eyes, Angelus pulled tighter on his hair. "Look!" he demanded.

"Stop it!" Willow cried from the bed as she twisted her body against the belt holding her down. "Leave him alone."

Angelus chuckled and released his grip on Giles. "Well, would you listen to that," he said. "She's still trying to save you even though you didn't lift a finger for her." He shook his head in mock wonder. He clucked his tongue and stepped around in front of Giles. Angelus bent down to the Watcher's face. "Fine," he said. "If you don't want to watch, you don't have to watch." The legs of the chair scraped loudly on the floor as Angelus whirled it around again. "But, you're still gonna listen," Angelus whispered. "Which is just as good if you asked me." He smirked. "The screaming has always been my favorite part."

It was a necessity for Giles, as a Watcher, to be able to deal with the harsh reality that, in the fight against evil, the good will be sacrificed. He had witnessed more Slayers than he cares to recall fall in the incessant war on the powers of darkness. And every death effected him, but he accepted them; it was, as cold as it might sound, a part of their fate. He couldn't have saved them.

Just like there was nothing he could have done to save Jenny.

But, Willow, that was entirely a different story. He'd been given a chance to spare her and he'd chosen not to for the greater good.

For the first time since he took his oath as Watcher to uphold the safety of the world against everything else, he was truly being tested. It was the first test that Rupert Giles wished he had failed.

He had stuck to his oath. But at what cost?

The screaming lasted for what seemed like an eternity; every one of Willow's cries ripping through Giles' being, tearing him to shreds until he was nothing left but unrecognizable pieces. He didn't think he would survive the pain.

Then it all went quiet.

And Angelus came to him and turned his chair back around once again.

As Giles opened his eyes and looked at the girl – who had always been so bright and full of life – that now lay bound and broken on the bed, he no longer felt any pain; there was no room for it.

All that remained was his shame.