Title: Don't Warn the Tadpoles
Author: Elisabeth
Email: dragonydreams@yahoo.com
Website: http://www.dragonydreams.com
Rating: NC-17
Pairing: Willow/Giles
Summary: What if Willow didn't really have frog-fear?
Disclaimer: I claim no ownership over these characters. I am merely borrowing them from Joss et al.
Distribution: My site, the usual lists, anyone with previous permission. Anyone else - just ask.
Feedback: Yes please! It makes me happy and keeps me writing.
Author's Note: Thanks to Gabrielle, Emmy & Kat for the beta.

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Don't Warn the Tadpoles

Willow shifted on her hard, wooden chair, fruitlessly trying not to blush. She was looking through one of Giles' Watcher Diaries about Angelus. The passage she'd just read described, in great detail, Angelus' seduction of strong, young women, preferably virgins.

As Willow tried not to picture the graphically depicted encounters, Giles entered the main room from his office. His hair was slightly disheveled from having run his fingers through it so often, out of frustration. Like Willow, his frustration was a combination of factors, including his lack of finding useful information about Spike, along with terribly inappropriate thoughts about the lovely young woman who appeared to be sitting alone in his library.

"Willow," he said, startling her and causing her blush to deepen. "Are you alone here? Where have Buffy and Xander run off to?"

"Oh, Buffy mumbled something about having to patrol and Xander insisted on going, to keep her safe," Willow answered with a roll of her eyes. "And I'm not alone. I knew you were still here."

Giles' worried expression softened at the trust she showed, and the pleasure she seemed to feel at knowing he had not abandoned her.

"Right, yes, of course. I only meant that your peers had left without you, leaving you alone in the room." Giles barely resisted the urge to slap his forehead as he managed to stuff his foot farther into his mouth with every word. 'Stupid, stupid, stupid.'

"I knew what you meant," Willow laughed. She closed the book she'd been reading as subtly as she could, not wanting Giles to know what she'd been looking at. Unfortunately, her swift action did not go unnoticed.

"Did you find anything?" he asked, trying to see which volume she had been looking through.

"N-no. Nothing of relevance, at least," Willow stuttered.

Catching a good look at the cover of the book Willow was trying to cover with her hand, Giles stepped back and removed his glasses, pulling his handkerchief from his pocket at the same time.

"I would imagine not," he agreed, furiously polishing his glasses. "That volume was written primarily as a warning for young women, although I've known Watchers who have read it for more, um, personal uses."

"Personal? Why would anyone want to read about…? Oh!" Willow eyes widened as she realized what Giles was implying. "They read it like… porn?" she whispered.

Wondering how they had gotten onto this topic, then remembering he'd brought it up, Giles nervously admitted, "By some. Not me," he rushed to add.

"Oh, I didn't think you meant you," Willow was quick to agree. "I mean, why would you need to… It's not like you…" She buried her face in her hands to stop herself from saying any more.

"I think I'd better take that. To lock up. Before Xander sees it," Giles said very quickly.

Willow was able to meet his eyes again, nodding her head in agreement. She picked up the book and held it out for Giles, knowing it would disappear for good if Xander ever got his hands on it. "Good thinking."

Giles' hand covered hers as he took the book from her, sending tiny shocks of awareness through Willow's body. She gasped, flickering her eyes up to meet his before looking away just as quickly, nearly dropping the book.

Heat coursed through Giles' body, setting his blood on fire before settling below his belt. He knew that it was the topic of discussion that was intensifying his lust for Willow, but at the moment, his body was having a difficult time listening to his brain's insistence that it was for naught.

With the book safely in his hand, Giles hastily made his escape towards his office, hoping to catch his breath and settle his raging hormones before he had to go back out to face Willow again. 'Damn, Angelus,' he silently fumed. 'However did this book end up on the table in the first place? We're not even researching him.'

Instead of placing the book in his filing cabinet, with the other books he tried to keep out of the children's reach, he opened the safe and hid it in the back. Satisfied that it would be safe from horny teenage boys, Giles took a deep breath and steeled himself for facing Willow again.

When he nervously re-entered the main room, Giles was relieved to see Willow sitting in front of her precious computer. He cleared his throat before coming any closer, just in case Willow might still be jittery from her reading.

Willow nearly jumped out of her chair at the sound of Giles' throat being cleared behind her. She quickly closed the screen she'd been viewing, praying that he hadn't seen what she'd been looking at. 'Stupid book, going and making me all curious, and with Giles in the same room no less. How am I supposed to face him when I'm all hot and bothered?'

"I've locked it away in my safe," Giles stated, not knowing what else to say to her. She looked so incredibly guilty.

"Good, that's good. You have a safe?" she asked.

"A small one, yes. For the more dangerous weapons and magickal items."

Willow fidgeted, having a hard time looking at him.

"Willow, um, did you want to discuss… anything that you had, um, read?" Giles asked, dreading her answer.

"Discuss? What would I need to discuss? I mean, it's not like you're up on vampire sexual practices. Although, you did say you'd read the book, so you probably are. Up on them. Not from personal experience though. At least I hope not. I don't think you'd have sex with a vampire. I mean you're a Watcher, that's like against the law, right? Then again, Buffy's the Slayer, and she's with Angel… but we shouldn't talk about that…"

"Willow," Giles interrupted, desperate to stop her nervous babble. As endearing as it could be at times, it was only making his … situation, that much worse. "Did you have a specific question? One at a time, please."

"Why would a vampire bother seducing someone for sex? I mean, it's not like they can make babies. I know, people have sex for more than just procreation, but vampires and humans, that's almost like, interspecies mating. Gross. And wouldn't their, you know, be all cold? That doesn't seem like much fun."

Chiding himself again for opening up a can of worms, Giles sat next to Willow and tried to think of how he could answer some of her questions.

"I would imagine that they find great sport in seducing humans. Never forget, vampires, especially older ones, are great corrupters. They thrive on destroying innocence. Especially in times past, when a woman's virtue was of the utmost importance, it would have been seen as a great accomplishment to deflower a high-ranking lady."

"But why would the women go along with it?" Willow asked.

"An accomplished seducer, like Angelus, would know how to properly flatter a woman of means. Even today, the right words, accompanied by the right look, can turn people into putty."

"Those women, shouldn't they have known they weren't dealing with humans?" Willow protested on behalf of women everywhere.

"As you well know, they are quite adept at blending in," Giles pointed out.

"I know, but…"

"Willow, one of the things that I've always admired about you is your active thirst for knowledge," Giles said seemingly out of the blue. In point of fact, he was warming up to do a bit of role playing with Willow. He only hoped that she wouldn't be upset with him for it.

"Um, thanks," Willow responded, unsure of where that compliment had come from.

"I hope that you don't take this the wrong way, but as you grow older, you'll come to find answers for these questions yourself. It is difficult to resist the charms of a practiced seducer," Giles continued.

"I doubt it," Willow grumbled. "It's not like anyone's going to go out of their way to try to seduce me."

"I find that very hard to believe. You're a lovely young woman, full of light and intelligence. Any man worth having you will recognize your beauty is second only to your brains, and want you all the more because of it."

"Please," Willow sarcastically brushed the compliment off, while secretly gobbling it up.

"I'm completely serious," Giles continued, warming to the subject. "If Buffy or Xander had found that volume instead of you, what do you think would have happened? Buffy would have devoured it in hopes of using some of the… examples, with Angel. Xander would have taken it home and used it for purposes the writer most likely did not envision for it." Willow blushed at what Giles was implying, not wanting to think that Xander did that.

"What about if you had found it?" Willow shyly asked.

"I already had it in my possession," Giles pointed out. "Yes, I have read it, from cover to cover, as I have all of my books. Did it arouse me? Yes. Have I been tempted to relieve myself because of it? Yes."

Willow shifted in her chair again, Giles' words wreaking havoc on her body. As much as she didn't want to think of what Xander would do with the book, she was equally curious about Giles doing the same thing.

"You have?" she squeaked.

"Does that shock you?" he asked. "While you may not always be aware of it, I am still a man. I have the same urges that young Xander does, I'm just better at controlling them."

"What did you do the first time you read the book?" Willow asked, unconsciously rubbing her thighs together.

"Would you be terribly disgusted if I said that I got myself off?" Giles bluntly countered.

"I, um, did you really?" Willow asked in awe. "You were that, um, aroused?"

"Aren't you?" he countered, smirking knowingly.

Willow's blush deepened. "I-I think so," she admitted. "Are you?"

Throwing caution to the wind, Giles reached across the short distance between them to capture one of Willow's hands, drawing it to rest over his aching hardness.

"Oh my goodness," Willow gasped, realizing that she was feeling an erection, Giles' erection. Unconsciously, she began to rub and squeeze him through the material, causing Giles to groan.

"You can take it out," Giles said between panting breaths, hoping that she would.

Silently, Willow brought her other hand up to open the button on his pants and slowly draw the zipper down. Giles slipped his suspenders off his shoulders to distract himself. Taking over, Giles slipped his hand inside his boxers and pulled himself free.

"It's huge," Willow gasped, never having seen an erect penis up close before.

Giles chuckled. "Thank you, but it's merely average sized. Do you want to touch it?"

Willow silently nodded, already reaching out to touch him. With the barest touch of her fingertips, she took him in her hand. When his cock twitched, she nearly let go, but Giles' strong hand behind hers encouraged her to explore.

Mouth unconsciously open, Willow began to lightly stroke Giles' cock. Her fingers traced the veins that ran along the turgid flesh. She was completely unaware of his increasingly labored breathing, or how Giles gripped his chair tightly, barely able to look at her for fear of losing control.

Suddenly recalling something that she had heard girls whisper about in the girls' bathrooms both at school and at the Bronze, Willow knelt between Giles' spread thighs.

"Wh-what are you doing?" he had enough presence of mind to ask.

Looking nervous, like she'd done something wrong, or broken some unwritten code, Willow said, "I'm sorry. I just…I wanted to taste you."

Giles was hardly in a position to refuse. Not when her warm hand was wrapped around his aching cock, and she was looking at him with such raw lust in her eyes; not even taking into account her shy, nervous voice.

"You don't have to," he insisted, wanting nothing more than to watch Willow's fiery mane enshroud his cock as it disappeared into her mouth. Well, fucking her would be a marvelous alternative, but he wasn't going to allow that to happen. Not today at least.

"I know. But I want to," Willow sincerely told him.

Giles stiffly nodded, searching his brain for anything that could stave off the ever-approaching orgasm.

Willow's tongue flicked out, lapping up the drop of pre-come. Giles could no longer keep his silence and let out a long moan of contentment. Taking that as a good sign, Willow licked him from base to tip. Her lips and tongue explored him as thoroughly as her hand had. Finally, she took him into her mouth.

"Ah, Jesus, Willow!" Giles groaned. One hand entangled itself in her hair, holding her still, hoping to keep himself from thrusting into her fiery mouth. "Willow, I'm very close, but I'll try to warn you before it's time."

Pulling back, Willow looked up at him.


"Don't warn the tadpoles," she innocently said.

Giles' hand on her shoulder shook her carefully. "Are you all right?"

Willow raised her head from her keyboard. She blinked as she looked around her, still lost in her dream.

"Giles, what are you doing here?"

"It's the library, Willow. You fell asleep."

"Oh! I…" she looked around again. It was only a dream. She hadn't been discussing sex with Giles before…

"Don't warn the tadpoles?" Giles' questioning voice interrupted her thoughts.

Willow looked around nervously, silently cursing her habit of talking in her sleep. What could she say so that Giles wouldn't know that she'd been dreaming about sucking him off?

"I…I have frog fear."

Giles looked at her as if he didn't fully believe her, but he let it go. It too closely resembled something she'd said to him in his dream last night… where she had been giving him a most wonderful blow job.


The End

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