Listing
By Holly

Disclaimer: All of the characters of the Buffyverse belong to Joss Whedon (all Hail), wb and ME (Didn't fool ya' for a second did I?)
Rating: NC-17 Buffy/Giles -it's a PWP, mostly.
Distribution: Solo and WYWM if they want it, anyone else, please just ask.
Summary: Response to the challenge for Giles' clothes to shrink. What a lovely idea. I'm terribly sorry that I've forgotten whose challenge it was.
Spoilers: Up through Who are you.
Feedback: Yes, please. No flames though.

Buffy was sitting cross-legged on her bed, brooding about Riley and the whole thing with Faith, when the door to the dorm room burst open.

"Where the bloody hell is Willow?" Giles demanded after a quick scan of the room.

"Out," Buffy replied simply, sensing that this was not the time to ask questions.

"'Out' where?"

Buffy shrugged. "She wasn't here when I came back from patrol."

That brought Giles up short. "You patrolled alone? As distracted and upset as you are?" She lowered her eyes. "Buffy," his tone was gently chiding.

"I know, I know. Not the smartest thing I've ever done. Sorry."

"You should be sorry," he said, his green eyes impossibly gentle. "What would I do without you?"

"'One dies and the next one is called,'" she responded darkly.

"That's not what I asked you." Then he went on gently. "'What would *I* do without *you*?'"

Her expression softened, but before she could say anything, Giles tugged on his jeans, just above the knees. As she looked, she noticed that Giles' jeans and shirt fit him tighter than usual.

She blushed as she realized where her eyes were straying. Her blush deepened as she continued to stare. <Giles lists to the left. Who knew? > That was her first thought, followed by a series of vague images and impressions, most of which left her with an odd melting feeling in her stomach. Buffy watched with interest, as his jeans seemed to shrink as she was looking. It took several minutes for it to sink into her distracted mind that the jeans really *were* shrinking.

The tightening of his jeans, combined with Buffy's rapt gaze were causing Giles to squirm uncomfortably. Buffy watched for a few more seconds before she finally exclaimed "Giles!" She reluctantly raised her eyes from his groin. "Your jeans!"

"Are getting bloody uncomfortable."

"What happened?"

"Willow," he replied succinctly.

Buffy's gaze kept shifting downward. "Huh? How did Willow, um, affect your jeans?" She shook her head, not liking the way that sounded.

"She was doing a spell, at the same time that I was doing one. I felt the, er, impact. But I had no idea," he broke off with a gasp. The jeans had passed uncomfortable, and were rapidly approaching painful.

"Giles? What's wrong?" He flushed red, completely unable to explain. But as Buffy looked at him carefully, she understood. "Oh," she said quietly, as she bit her lip. Then she turned practical. "You'd better get out of those before they cut off your circulation or, um, something."

"I'm not certain that I can," said an extremely red-faced Giles.

"Huh?"

"I-I think that they may have passed that point."  Although he did manage to unbutton the jeans.

Buffy looked appraisingly at the jeans in question. <That has got to be painful. > Buffy thought as she stared, once more, at his groin. Buffy made her decision. She reached out and quickly, but carefully, unzipped his jeans.

She leaned back in shock as she realized that he wasn't wearing underwear. As soon as the zipper had parted, his penis had burst free, causing Buffy's brain to completely shut down. < Oh my> 

She shook her head to try and clear it, and collected herself. Then she tried to help him push the jeans down. But they had tightened to the point that they were like a second skin. Pushing them off was probably going to take the top two layers of Giles' skin with it.

Her eyes met his as she ever-so-gently wormed her fingers under the material of his jeans and firmly ripped them off of his body. Her breath whooshed out when she was practically on eye level with his penis. She saw it harden even more as her warm breath hit it. She licked her lips and it twitched.

She didn't even realize that she was going to move until her hand closed gently around his erection. Even though she knew that it had to be a little tender after the squishing it had received in his jeans, his hips moved as his breath hissed in pleasure. Buffy knew that she should be surprised that he was letting her touch him like this, but somehow she wasn't. She was far more surprised by her desire to touch him and soothe the hurt. Her eyes closed as she leaned towards him and took him in her mouth. Her lips and tongue were gentle, wanting only to soothe.

As her mouth moved on him, Giles wasn't sure that his knees were going to be able to hold. As she continued to suck gently on him, he felt himself getting close, and knew that he'd better stop her. Giles' hand on her shoulder gently eased her away from him. Thinking that he had finally come to his senses, she met his eyes, ready to explain herself. But his eyes were half-closed in pleasure, dark green with desire. "Buffy?" There were a thousand questions in his agonized whisper.

"I want to, Giles. It doesn't have anything to do with anyone but you and me. I swear."

He looked searchingly at her, then nodded. She thought he would release her shoulder, but he held it and pulled her up to her feet, then against the warmth of his body. Her mouth was open in shock when his mouth captured hers, his tongue snaking in to stroke against hers. It was a good thing he held her, because her knees had turned to jelly.

As soon as he felt her respond, he brought his hand to rest on her hips. But she pulled back away from him. Hot eyes met hot eyes as she grabbed the neckline of his shirt and pulled, ripping what was left of it from him. Then her lips returned to his, fusing them together.

His hands on her hips began moving her from side to side across his arousal. Then he slid his hands up her torso, under her shirt, resting them on her back. A shiver worked its way down her spine as the warmth of his hands seeped into her skin. He deftly unhooked her bra. Trailing his fingers over her skin, he reached the hem of her top and pushed it and her bra up and off of her.

Still kissing her, his warm hands sought her breasts, gently kneading them, then teasing the hardened nipples. His lips left her as, without warning, he dropped to his knees and took one of her nipples into his hot mouth. Buffy gasped and gripped his shoulders to hold herself steady.

While his mouth was still occupied alternating between breasts, his hands went to the fastener of her jeans and undid them. Then he pushed them down her hips.  He continued his attentions to her breasts as she stepped out of the jeans and her socks.  She opened her eyes to watch him as he moved his kisses down her chest, past her stomach to her panties. She felt his warm breath through the thin material, then his mouth was on her. She felt his tongue trace her lips, the friction of the material driving her crazy. When his hands left her breasts, she whimpered in protest, then gasped as he ripped her panties down the side seams, then threw them to the floor. There was nothing between his mouth and her as he again traced her lips, teasing her clit with his teeth and tongue.

Her grip on his shoulders tightened as she arched against him, knocking them off balance. As he landed on his back on the cold floor, Buffy hovering above him, stuttering out an apology. He silenced her by grabbing her hips and pulling her to her knees above his face. She quieted as she realized his intention.

Her position of practically straddling his head opened her completely to him, and he took advantage of that, exploring her secrets as no one else ever had. Buffy screamed his name as she came hard under his ministrations. Giles' mouth never paused building her higher, delighted by her response. 

It was Buffy who finally halted him; clasping his hands, twining their fingers together above his head as she slid down his body until she was directly over his painfully hard cock. Holding his passion-glazed eyes she slowly sank down on him, taking him inch by inch into her warmth. When he was buried to the hilt within her, she slowly rose up and sank back down, causing them both to moan.

He moved their joined hands farther up, causing her to stretch along his body, her breasts right over his face. He captured a pebble-hard nipple with his teeth, pulling it into his warm mouth, as he began to thrust up into her.

As she heard his bare butt hitting the tile floor with little slapping sounds, Buffy began to giggle. Feeling her body tightening around him, Giles stopped thrusting and looked up at her. She broke the increasingly awkward silence. "We should, um, the bed, we should finish this in the bed."

Giles held her to him, as he carefully sat up and moved them to the small bed, with him on the top. She wrapped her legs around his hips as he slowly thrust into her. She closed her eyes and threw back her head in pleasure as he slid his hands under butt, angling her up so that he could penetrate even deeper. "Oh God, Giles, that feels so gooooooood." She moaned as his penis rubbed against her clit with every stroke.

At her words, his strokes grew shorter and faster, until he felt her tighten around him. Then he stiffened inside her, his warm seed coming in spurts. He lay atop her, panting, as they slowly came down from their joint plateau.

Buffy held him to her, as he planted warm kisses along her jaw and neck, her breathing still ragged.  Between kisses he spoke. "Buffy, I love you so much. I have for such a long time."

"I know. Things have been, um, 'tense', between us for a while. At least since the Prom. I know that this was probably not a good idea, but, I just don't think I could have stopped once we started. I love you, too. I tried not to, Giles," she admitted. "You can hurt me a helluva lot more than Ang, er, um, 'he' could have. And I know that I hurt you, way too easily." He had stopped his kisses and moved off of her, laying by her side, his head resting lightly on her breast. "I didn't, don't, want us to hurt each other,"

"Then let's not," he replied simply. "Hurting you is something I swore never to do again. And I won't Buffy." His green eyes were beyond sincere.

"I'll give Riley his marching orders." She grinned at her play on words. Then slid her hand down his back, until she cupped his butt. "I want you, Giles. Are you 'up' to the challenge?" She asked playfully.

***

Riley was walking into Stevenson Hall when he heard Willow calling for him. He turned to greet her. "Hi Willow. What have you been up to?" Riley asked pleasantly, concealing his frustration at another lost chance to talk to Buffy alone.

"Well, my friend and I cast a spell for Buffy." Willow said proudly. "I think it worked, too. I definitely felt something."

"Oh," he said in slight interest. "What sort of spell?" He asked as they reached the dorm room.

"One to make Buffy's problems shrink. You know, obstacles." Willow answered as she opened the door. She saw Riley's eyes widen in shock and followed his gaze. On Buffy's bed a naked Giles lay on his back, his knees raised, an equally naked Buffy straddling his pelvic area. "Eeep," was all Willow managed to say, before her eyes met Giles' and the door suddenly shut in their faces.

END