Giles groaned as Buffy's thighs squeezed his ribs a bit too hard when she climaxed. He was so close to his own orgasm, though, that all he could do was hang on and come as soon as her legs dropped away from his sides. He fell on top of her and stayed there. He knew he wasn't too heavy for her. She'd told him many times that she liked his weight across her body when they finished making love. He was grateful for that because he relished the sensation of their heated bodies resting together in the aftermath.

After a minute or so, he stirred, pushed himself up to retrieve the condom, and disposed of it in the bedside trash.

"Giles?"

He looked over at her lying back with her golden hair spread against the pillows, the sheet barely covering her torso.

"Yes, dearest?"

"Did I hurt you?"

He stopped rubbing his bruised ribs. "Not at all." At her look, he admitted, "Well, I am a bit sore, but no more worse for the wear than when we used to train in the Library at the high school."

"We didn't get to make love in the Library," she said wistfully.

He crawled across the bed to her. "No, but I wish we had."

Buffy wrinkled her nose. "The floors were too hard and so was your desk."

Giles wrapped his arms around his Slayer, laying his head on her chest. "There was always the couch."

"Seemed a bit short for a tall guy like you."

"There are ways of getting around that."

"Speaking from experience are you?" She rubbed circles across his back, finding a spot between his shoulder blades that made him wriggle closer and shut his eyes in bliss. But as her words sank in, he tensed slightly. She must have felt him tighten up because she said, "It's okay. I know I'm not your first conquest here in Sunnydale. Not sure I want to know who was, though."

Giles wisely redirected the subject.

"You mean the world to me."

"You smooth talker you." Buffy giggled then grew serious. "I'm sorry if I hurt you when I...you know."

"I'm fine. Really."

Buffy's inquisitive hands roamed over his shoulders and chest. "You've been working out," she observed. "Muscles. Nice. Very nice. I thought you were looking a bit more... buff lately."

"Had to get buff for my Buffy," he joked.

She groaned then laughed delightedly. They cuddled for a few more minutes, content just to be with each other.

As Giles ran his fingers through the golden silk of her hair, Buffy said, "Do you really need to go out of town tomorrow?"

"'Fraid so, luv." Giles tensed again, then forced himself to relax so she wouldn't notice. His gut refused to unwind, however.

"But it's the weekend. I was hoping to get my studying done tonight, and then we could spend all of Saturday and Sunday together."

Raising up so he could look her in the eyes, he told her honestly, "You don't know how badly I feel about that. I'll be back Sunday night. Maybe we can do something then."

Accepting that, Buffy promised him, "We'll do lots when you get back."

Giles kissed her slowly and thoroughly. "I was hoping you'd say that."

Using his key, Giles let himself into the apartment and set his carryall down on the floor. He paused there for a moment, taking a deep breath for what was to come. He could have done this over the phone but it wouldn't be fair.

"Rupert?" Cordelia jumped up from the couch and ran to meet him. She threw herself into his arms and he caught her, swinging her around, instincts taking over the instant he got his hands on her. Their mouths met in a kiss, hungry and searching on Cordy's side, less so on his. He let her slide down his body, then held her close, unable to push her away.

"Hullo, Deely. I've missed you." This was going to be tougher than he had thought it would be.

"Missed you too, baby." Cordelia let her hands wander all over his body. "I've been waiting all week for the weekend to get here. Well, I guess that makes a lot of sense since I could hardly wait all weekend for it to get here. Never mind, I'm just so excited to see you."

Giles caught her hands in his. "We need to talk, luv."

"What about?"

"Us. I'm -- I'm not sure it's a good idea for us to keep seeing each other."

Cordelia's smile vanished by degrees. "Is it the distance thing? We're only a couple of hours apart, but I guess it does make it harder for us to see each other now than when I lived in Sunnydale."

Swallowing hard, Giles said, "That's part of it. I -- I just think that it would be better if we broke it off again."

"Better? How?" Her large hazel eyes had a soft expression in them making her look younger and vulnerable.

Giles almost wished she'd start yelling. It would be so much easier to do this if she was mad at him.

"I mean, we love each other, right?" She fingered the front of his shirt, her hands playing with the buttons then walking over his chest.

He felt the heat from her palms through the fabric as they settled over his nipples. It seared his skin.

Pushing her hands aside, he took a step back.

"Cordelia, please."

"Cordelia? What happened to Deely?" She closed the space between them again, looking up at him through her eyelashes. "I love it when you call me Deely," she finished in a breathless whisper.

"You're not making this easy..."

"Nope. I'm not. I won't give you up again that easily. We wasted too much time being apart after I left Sunnydale. Even now when we see each other every couple of weeks, it's too long. I miss you so much."

She stood on tiptoe and kissed him just under the right ear.

"Come inside and let me greet you properly. Unless you want tea or to sit for a bit?" She nibbled on his earlobe, her breath hot on his neck.

His resolve was waning rapidly. "Right now, all I want is you, sweetheart," he heard himself say.

She beamed at him. "Good answer, Mister Giles. For your reward you get me!" She hopped into his arms. He put one under her legs, the other around her back, and carried her towards the bedroom while she threaded her hands into his hair and captured his mouth in a deep kiss. His determination to break up with her was completely gone. She was so trusting and he loved her so much his soul ached when he looked at her. Holding her in his arms only amplified his feelings -- the good with the bad.

There was a dull, burning sensation in his stomach. He chose to ignore it and concentrated fiercely on the lovely young woman in his arms. He kissed her soundly as he walked.

He stopped just inside the bedroom and glanced around. "Um, is Dennis here?" he asked, referring to the resident ghost.

"I got Angel to cast that spell you recommended. Dennis can't come in here. Just close the door and he can't watch us either."

Giles hooked the door with his foot and shut it behind them.

Carefully setting her down in the centre of the bed, he shrugged off his jacket and removed his shoes, t shirt and pants. Cordelia quickly stripped to her underwear. Her eyes widened in delight when she saw that he hadn't been wearing shorts. She took the rest of her clothing off, and held her hands out to him, her eyes shining with desire. He knelt on the bed next to her and leaned down into her welcoming embrace.

Cordelia's legs clamped around his waist, inadvertently pressuring his sore ribs. A hiss of pain escaped him before he could stop it.

Immediately easing off, Cordelia asked worriedly, "Did Buffy hurt you?"

"Wh-what?"

"Buffy. Did she hurt you during training?"

He studied her face, searching for some sign that she knew the truth. She gazed innocently back at him and yet there was something in her expression that didn't quite ring true. Here was his opportunity to tell her what he'd come to say.

He couldn't do it.

He was a coward.

A coward who dearly loved her. What a mess.

"Something like that. I'm all right, though." Giles' stomach clenched at the quasi-lie. First Buffy and now Cordelia.

"Are you okay, baby?" She caressed his brow with cool fingers.

Closing his eyes and letting her take care of him, he replied. "I'm fine, Deely."

"We don't have to do this if you're not up to it."

Smiling despite his conscience's annoying presence, he dragged his pelvis against the inside of her thigh.

Cordy glanced down at his impatient erection.

"Oh. I guess you are up. Very up. Way way up. In fact, you could say that you are so up you're..."

He stopped her ramble with a fierce kiss, trying to quell the voice in his head more than hers. Cordelia responded eagerly and pushed herself up into his arousal. She was already wet and slid sensuously against his fevered skin. Giles let his instincts take over, blocking all thought. It was only his raging desire for the woman in his arms that temporarily let him forget the woman he'd left behind in Sunnydale.

When Sunday night arrived, and it was time for him to head back to Sunnydale, Giles' stomach was in a nearly constant state of flux. Even Cordelia noticed his discomfort, but he further compounded his lies by saying, "It's probably just a flu bug."

"You better not have given it to me," she scolded him then, in typical Cordelia fashion, did a one hundred and eighty degree turn around and said, "I can make you some chicken soup before you go."

"Chicken soup is for colds, luv, but thank you anyway." He had tasted her cooking, which was why they'd eaten nothing but takeout all weekend, and didn't want to risk really getting sick. "I'll be fine."

"Then do you want a barf bag for the trip back?"

Smiling, he declined the offer. Then he took her into his arms, kissed her goodbye and left.

He reached Sunnydale well after dark. When he entered his apartment, Buffy was already there. She greeted him with a wide smile. As he pulled her into a grateful hug it felt like a cold hand had reached out and wrenched his insides. He clung to Buffy, praying that he would find the courage to end the lies. Looking down into her innocent eyes, he just couldn't tell her now. To hurt her went against everything he believed in. Only he had hurt her, and Cordelia as well. They just didn't know it yet.

Later that night, their sweat-slicked bodies slid against each other as they chased the climax of their lovemaking. Even in the midst of it, Giles had another woman on his mind, the guilt working overtime on his weary mind. Buffy clenched around his shaft and came with a violent whoosh! Giles pumped a few more times then spilled into her crying out, "Ohgod, Deely!"

He collapsed on top of Buffy, struggling to slow his pounding heart.

"Giles."

He lifted his head at the odd note in her voice.

"Yes?"

"Who's Deely?"

He froze, flashing back to the moment of his orgasm and just now realizing what he'd said.

Rolling off her, he pressed his hands over his eyes.

"Buffy. I'm so sorry," he mumbled into his palms.

"Who's Deely?" Buffy sat up and leaned over him, scowling. Another time she might have spiralled into a tailspin of self-doubt, but she'd learned that sometimes it was the other person's fault.

This time it was all his fault.

She was angry.

He was filled with shame that he was the reason for her anger and for the hurt that lurked in the back of her eyes.

Suddenly, Buffy straddled him and pinned his wrists to the bed. Cold fury sparked off her.

"Who. Is. Deely?"

Giles lay under her submissively, all too aware that she was much stronger than he was and he couldn't have gotten away if he wanted to. He didn't want to. The guilt had become too much to bear. He needed to confess his sins.

"Cordelia."

Buffy's mouth opened and closed without her making a sound. The second try she said incredulously, "Cordelia?" Her voice rose on the last syllable.

Releasing his wrists with a sharp push into the mattress, she got off him and grabbed the robe she kept in his bedroom. As she put it on, Giles got up. Belatedly remembering the condom, he got rid of it then went to her, touching her shoulder. She shrugged him off.

"Buffy, please. Let me explain."

"There's nothing to explain. It's very simple. You've been screwing Cordelia when you weren't screwing me. Well, good news. You can go screw her all you like now because you are never going to touch me again!" She turned away and started out of the room.

Fearful that he was losing her, his heart rate picked up again. "Buffy..."

She whirled back to face him.

"Does Cordelia know about me?"

"No."

"Isn't that interesting?" she said thoughtfully. "I wonder how she'll react to the news that you've been spreading yourself a little thin?"

"I'll tell her myself."

"Nope. Don't think so." She started to leave again and turned back once more. "Why, Giles? I don't get it. You have always been the most thoughtful, gentlest and kindest man I've ever met in my life. That's why I fell in love with you. That's why I gave myself to you heart, body and soul. I thought I could trust you. If I can't trust you, I guess there's just no trusting any man on the entire planet."

"Buffy, please let me..."

"Why, Giles?" she repeated.

"If you'll let me explain!" he shouted.

Buffy stared at him in surprise. He had never raised his voice to her like that.

More quietly, he said, "Let me explain. Please."

"Go ahead." She crossed her arms over her abdomen and waited.

Aware that he was still naked, he reached for a sheet and wound it around himself, giving himself a moment to get his thoughts in order. He had to get the truth out now or he'd lose her forever. Cordelia as well. Gods, what a mess.

He wiped his sweaty palms on the sheet.

"I never meant for it to go this far. Do you remember the first time we made love?"

"Yes," she said succinctly. She wasn't giving him an inch.

"It was wonderful. It was something I'd hoped for a long, long time would happen, and yet I never thought that it would. You came to me that night. It was a marvelous surprise." He paused to rub his upper lip, which was now damp with perspiration. "I was in such a state -- depressed and angry -- and you were a salvation to me that night. Do you know why I was feeling so low?"

Grudgingly she said, "No. I'm afraid to ask because I think you're going to tell me it had something to do with Cordelia."

"It did. It had everything to do with her. She and I had been seeing each other for months before that and then..."

"...and then she moved to Los Angeles," Buffy finished for him.

"Yes." Giles swallowed hard, his throat suddenly dry. "A few weeks earlier."

Buffy nodded. "I remember now. Your depression did occur around that time. I was...I was really worried about you. I hadn't ever seen you that low...except for when Eyghon came back and after Jenny died. But why didn't you tell me? If I'd known you were on the rebound I never would have gone to bed with you that night. And at first I only did it to keep an eye on you, to sleep beside you and make sure you didn't do something stupid. You wouldn't talk to me, Giles! All you had to do was talk to me and explain what was wrong."

Giles nodded, drawing in a ragged breath that caught in his throat. "I know."

"I would never have let it go as far as it did that night. I know for a fact that if you'd taken the time to tell me what was wrong, you wouldn't have let it go that far either."

"I made some mistakes, Buffy. I wanted to tell you later, after we started that part of our relationship, but I know how you feel about Dee...about Cordelia and wasn't sure how you would react to the news. I kept it a secret. It was wrong and I was a coward."

His breath came rapidly with no depth as he thought of all the mistakes he'd made with both women.

He and Buffy stood looking at one another, neither of them speaking.

"Rupert?"

They turned as one at the sound of Cordelia's voice as she came up the stairs. Buffy turned to look at him, wide- eyed. Giles went out onto the landing.

Cordelia smiled widely when she saw him standing there with a sheet wrapped around his hips.

"Rupert? Cute look." She brushed her lips against his. "I hope you don't mind. I used my old key. Angel let me use his car. Well, he doesn't know I took it but I left him a note. I was afraid you weren't feeling well enough to look after yourself when you got home so I bought some chicken soup at a deli before I left. All we need to do is..." She looked past him, stopped and stared in shock at the sight of Buffy barely clothed, "...heat it up. What the hell is going on here?"

Giles' already pounding heart speeded up at the surprise of seeing Cordelia. His vision shot down a narrow tunnel, throwing off his equilibrium. His cheeks and lips felt strange, tingling a bit before they went numb. As he rubbed at his face, he realized he couldn't catch his breath.

"Cordelia, I...ahhh!" Pain spiked through his chest, burning a path straight into his heart. His hands clutched uselessly at his chest as he doubled over.

"Giles!"

"Rupert, what's wrong?"

Both women went to him, catching him as he sank to his knees. Despite their assistance, he fell to the floor and lay looking up at them through painfilled eyes, the room whirling around him.

~ end ~