Giles was enjoying a particularly erotic dream involving a pint of Guinness with a good foamy head on it and Xander who was -- likewise -- when he was rudely awakened by the sound of somebody trying to put the knocker through his front door. Groggy from too little sleep the past few nights and disoriented by the recollection of the dream, he grabbed the robe off the foot of his bed and went downstairs to answer the door. That dream was beginning to disturb him. Xander? He shook his head to chase away the fragments of the reverie.

Looking outside he saw Cordelia scowling on his front step.

When he opened the door Cordelia blew past him, swept into the living room and spun around on her heel.

"Just what the hell did you do to my boyfriend?"

"Sorry?" Giles asked blankly.

"So we're in my car making out and I decide now is the time for us to go all the way and Xander says, "Oh yeah. I'm ready." And I say, "Are you sure?" 'cause he has totally no experience and he says, "Yeah, baby" or some totally uncool thing like that and I figured sure, why not? So we get all hot and heavy and just when things are progressing really well Xander cries, "Oh, God! Giles !" He calls out your name. Right then. Now, I admit I don't have a lot of experience in that area but aren't you supposed to call out the name of the person you're actually with? Why would my boyfriend in the middle of sex with me call out the name of the school librarian who is, I might add, a _man_?"

"Cordelia..."

"I want to know what it is about you that makes everyone -- including my boyfriend -- think they're having sex with you?"

"Um, everyone?"

"Well, yeah. Buffy and Willow both..." Suddenly she blushed and stopped talking.

"Buffy and Willow -- what?"

"We had a...discussion at my house the other day and during this...discussion they both..." she turned away and he didn't hear what she said.

"They both what?"

Turning to face him again she snapped, "They both yelled out your name. I'm so getting tired of this. I'm the one in the room. Why doesn't anyone ever remember that I'm there, too?"

"You and Buffy and Willow were..." Giles was caught up in the image of the three girls together in Cordelia's bedroom. He pictured a large four-poster bed with a canopy. Those posts would come in handy for a little... restraint.

"Pay attention, will you? _I'm_ the one who's here not them! Geez! It's happening again! I do not believe this."

She gave him an intense look, "You do like girls, right? Because if you don't, well, that's okay but I wonder why Buffy and Willow would -- you know -- unless you slept with them." She paused and he realized she had finished her ramble and was waiting for an answer.

"Well...yes..." But not together, he amended silently.

"So you do like girls?"

"Oh. Yes, quite."

"Good!" Cordelia was suddenly in his arms, her mouth latched onto his like a plunger. When she set him loose she added, "I was afraid you only liked boys."

At his bewildered look, she explained, "You never compliment me on my outfits or anything. I thought I caught you looking once when I wore a really short skirt but couldn't tell for sure."

"You wanted me to notice?" Of course he'd noticed her. He would have to be blind and stupid not to notice her but he'd always been put off by her personality. Plus she'd never seemed remotely interested in him.

"Well, duh. Of course I wanted you to notice. I mean, look at you. You're cute...in an older guy sort of way. I'd even go so far as to say that you're kind of sexy if you like the shy, not-really-with-it type. Which I usually don't but there's something about you..."

She gave him another look that made both of them pause. Then she smiled and Giles felt like he was being sized up as a potential after-midnight snack. Cordelia slinked closer and wound her arms around his neck. She was quite tall and with her heels and his lack of footwear, he found himself nose to nose with her. Not an altogether unpleasant place to be.

He warmed her hips with his hands and urged her closer until her belly button was making friends with his. By that time their mouths had reintroduced themselves and their tongues were getting acquainted as well. Giles thoroughly explored the inside of her mouth until he knew the exact shape and location of every perfect porcelain capped tooth.

He pulled back enough to look her in the eye.

"Shall we go on?"

"Don't get all polite and British with me! God!" Cordelia resumed the kiss, her soft lips pressing against his, parting to allow access to his tongue.

Giles decided to overlook her personality for now. The way she filled his arms and overwhelmed his senses was enough to make him forget how thoroughly irritating she was. Besides, if he kept her engaged in the kiss she couldn't talk but might be able to do something about the fact that he was still partially turned on by the dream.

Cordelia decided that if she kept him busy she could overlook his stuffiness which was surprisingly non-evident in his kissing abilities. He was a very good kisser. And he was obviously aroused by her proximity. She could feel his hard-on pressing against her thigh. She pushed her hips into his and was rewarded by a definite twitch of his cock.

Giles slid his hands down her back until his palms cupped her ass and he could pull her closer, holding her there. He grabbed the back of her thigh to lift her leg up intending to encourage her to wind it around his but her skirt was too tight. She couldn't get her leg any higher than her heel to just above his ankle. Unwilling to break off kissing her he sought the hem of her skirt, wiggling his fingers under it until he could pull it up to her waist.

Cordelia wrenched her mouth away from his so fast he heard the snap.

"Giles!" She smoothed her skirt. "What are you doing?"

"Oh. Um, I'm sorry. Forgive me, Cordelia. I thought you wanted me to..."

"Of course I want you to. I just don't want to do it here."

"You were with Xander in the car," he pointed out, feeling his passion slipping and his annoyance level rising. "What's wrong with here?"

"But we didn't do it there."

"Where precisely did you do it?" It was a definite struggle to hold onto the mood.

"We didn't do it at all."

Giles merely stared.

"We didn't get that far. Xander was over-eager and got there without me."

"You mean he...?"

"All by himself."

"Yes, well, it happens sometimes...to some men."

"Men?" Cordelia scoffed. "Xander's a boy. A teenager."

"Surely you feel something for him?" After the previous night in his bedroom, during which he'd seen the real, emotionally stripped-bare Xander, Giles felt compelled to defend him.

"Of course I do! Geez. I _love_ him. But he doesn't have enough experience."

"Well, perhaps if you showed him what you want and the two of you worked at it -- together -- he would gain the experience you so crave."

Cordelia wrinkled her nose. "I want him to get the experience and be ready for me. That's why I told him to go out and get it and then come back..."

"...broken in," they finished together. Xander had used those exact words last night.

Her eyes widening, Cordelia exclaimed, "I knew it! He came to you, didn't he? That is so typical of him. I thought he'd go out and...well, I'm not sure what I thought he'd do but I didn't think he'd come to you. Did you teach him about sex?" She gasped. "That's why he called out your name. I thought he was having a perverse fantasy or something. Did you and he really have sex? That is such a turn on!"

Before Giles registered the fact that she had stopped talking she was kissing him again but with more fervour than she had previously. Giles clung to her, off-balance physically and emotionally. His thoughts were whirling like a tornado and his libido was doing acrobatics; his mind and groin battling over who took control of this night. His groin was winning.

"Oh my God!"

They broke apart and turned together to see Xander standing in the doorway, his mouth agape.

"Don't you ever knock?" Cordelia demanded as if it was her house he'd just entered.

"The door swung open when I lifted the knocker thingie. What are you doing here? When you kicked me out of the car and took off like that I thought you were going home but you weren't there when I got there so I came here to talk to Giles and saw your car out front. What are you doing here?"

Cordelia placed her hands on her hips. "Well, after that little surprise you had for me I decided to come here and find out from Giles why he made a guest appearance in our lovemaking and at that precise moment."

Xander ran a hand through his hair. "If you weren't so demanding and didn't place so much pressure on me maybe I wouldn't have...you know..."

"Finished without me?"

Xander winced.

Giles removed himself from the conversation, firmly convinced that if Xander spent much more time around Cordelia she'd shape him into a vain, self-centered clotheshorse just like her. He went to the couch to sit down and let them work out their own problems. He was tired of feeling like a child's yoyo. Even his erection was defeated by the events so far. He leaned back with a sigh and got comfortable while the pair took their argument into the kitchen. He could still hear them but tuned them out and closed his eyes.

"Isn't he cute?"

"Well, I'd say he's not my type but I'm beginning to think maybe he is."

"Just look at him hugging that pillow."

"Awww."

"Xander!"

"You started it."

"I think he's waking up."

Dragging himself from the depths of a comfortable sleep for the second time that night, Giles slowly opened his eyes. Cordelia and Xander were hovering over him where he lay on the couch. They had their arms around each other's waist.

"Mmmph. 'D'you two make up?" He sat up groggily. His arms were wrapped around the cushion he used on the rare occasions he could lie about the house reading simply for the pleasure of it. Setting the pillow aside he rubbed at his eyes.

"Yeah," Xander confirmed with a big goofy grin. "We made up."

Giles stood. "Good. Now you can go home or wherever. Let yourselves out and lock the door behind you. I'm going to bed."

He headed for the stairs not realizing at first that they were following him. Then he noticed them practically on his heels.

"Go home," he said, feeling like he was shooing away a pair of strays.

Xander glanced at Cordelia, licking his lips in an unconcious gesture.

"We want to thank you for helping us."

"I didn't do anything."

"Yes, you did." Cordelia said seriously, reasonably, a complete turnaround from earlier. "You taught Xander how to make love and we've decided that we're going to make sure you know just how grateful we are."

"No!" Giles caught their surprised looks. "Uh, not necessary."

The young would-be lovers exchanged a glance.

Xander leaned forward as though to speak confidentially with Giles even though Cordelia was inches away.

"Let me put it this way. We would like you to help us out. We still haven't...you know. Still haven't made love."

"Yes?"

"No," Cordelia shot back. "Geez, you're not paying attention again."

"He understands what I meant, Cordy. He was just asking me to finish what I was saying."

She looked from Xander to Giles who nodded.

"Oh, okay."

"What do you want from me now?" Giles asked plaintively.

"Coordinate us."

Flicking his eyes from one to the other, Giles tried to sort out what that meant. For one insane moment he thought she was talking about fashion.

"Excuse me?"

Cordelia responded by reaching out and stroking her hand down his arm, ending it by threading her fingers through his.

He looked down to where they were joined then slowly lifted his eyes to meet Xander's. The kid's goofy grin had transformed into shy hopefulness.

Certain that he was losing his mind for thinking what he was thinking, Giles gently tugged Cordelia after him up the stairs and nodded toward Xander.

"Come on."

There was an air of awkwardness in the room. Cordelia unknowingly mimicked her boyfriend's reaction of the previous night to the idea of entering Giles' bedroom by lingering in the doorway. Her eyes were wide with fear. Xander made it all the way to the bed before he realized where he was and froze. Giles shifted into calm teacher mode, having found it was the only way to deal with frightened teenagers with a modicum of success.

He went to Cordelia and ushered her further into the room by placing a hand on the small of her back. He kept his body close to her side letting her get accustomed to his presence again. Leaning close he spoke in her ear, whispering, "Relax. It's okay." He sat her down on the bed and turned to Xander.

The young man smiled nervously.

Giles opened his arms and waited. Xander hesitantly stepped forward until he could slide his arms around the Watcher's waist. Giles enveloped him in a comforting hug then planted a long, slow, wet kiss on his lips. The tension eased out of Xander who responded to the kiss and tightened his arms around Giles. They stood like that for a minute or so, slowly exploring each other's mouths, ears, eyes and necks. When Giles heard the bed creak he stole a glance at Cordelia. She was perched on the very edge of the mattress, her hands rubbing her thighs, and leaning forward slightly. Her eyes were still wide but the fear was gone, replaced by a hungry, wanting look.

His attention was reclaimed by Xander who had slipped his hands under the robe and under the waistband of Giles' pyjama bottoms. As Xander's questing hands sneaked around the back and down over Giles' ass to cup the flesh under the cotton material, Giles smiled in surprise. "Getting brave, are we?"

Xander bent forward a little, nudged the collar of Giles' shirt out of the way and placed minute kisses low on his throat. Giles briefly closed his eyes, enjoying the sensation. He knew most of Xander's uninhibited behaviour stemmed from the fact that Cordelia was in the room watching. He was showing off, taking advantage of his familiarity with Giles' body to make himself look more attractive to her. Judging by Cordelia's earlier reaction to finding out that he and Xander had had sex, this foreplay was probably turning her on. He let it play out. He was, after all, the one who was benefitting from it the most.

Needing to feel some skin under his hands, Giles unbuttoned Xander's shirt. No t-shirt underneath this time. He shoved it off Xander's shoulders and pulled it right off, letting it fall to the floor then he ran his palms across Xander's stomach and slowly upwards until he covered the nipples, teasing them until they stood erect. He bent and replaced his hands with his mouth and gave each a quick swipe of his tongue. Xander shuddered.

Using his hands and legs Giles backed Xander up until the back of the boy's knees hit the bed and he toppled over.

"Wait for me," Giles ordered. Xander merely laid there looking a little stunned.

Moving around to the other side, Giles knelt before Cordelia. Bestowing one kiss on the inside of each of her thighs just above the knee, he bent and tugged her shoes off, running his hands upwards over her shapely calves with much care and attention. She wasn't wearing hose which made the act all the more pleasurable to his sensitive hands. He looked up into her eyes and saw that they were half-closed, her lips parted. Sliding his hands higher, taking the skirt with him, he maneuvered himself between her legs, just enough so she'd know he was there, sitting back on his heels, and caressed her thighs with slow, gentle strokes.

Cordelia's breathing quickened and she wriggled a little, grinding her behind against the bed.

"Touch me," Giles commanded.

Cordelia's eyes snapped open and she stared at him. He stared back until she leaned forward and laid her hands on his shoulders. Growing bolder, she moved to his hair and dragged her fingers through his wavy locks. He sat up and leaned in toward her. She met him partway and they exchanged almost chaste kisses. Giles found the zipper at the back of her skirt and dragged it down but left the garment as it was. He moved instead to her top, lifting it up. Cordelia helped by raising her arms so he could get it over her head. He was left momentarily breathless by the sight of her full breasts barely covered by wisps of lace. He cupped them with his palms, closing his thumbs over the nipples until they showed through the material. He found the fastener in front and quickly unsnapped it. Her breasts, freed from their confines settled back into his hands. Giles kissed each milky white globe and then blew gently across the nipples watching as the skin around them puckered. Cordelia sighed and ran her hands over his hair again.

Rising to his feet, Giles held his hand out to her. She stared at it then grasped his fingers. He pulled her to her feet and into his arms. Her skirt slipped down her hips and he pushed it over and down her rump. She stood before him clad only in white lacy panties, a little self-conscious as she hugged her arms across her breasts. Realizing she was the only one with virtually no clothing on, Giles slipped out of his robe and began to unbutton his pyjama top but Xander scooted across the bed. The boy stopped short at the full frontal view of his girlfriend, gulped, then moved to help Giles. Bumping his hands out of the way, Xander undid the buttons and removed the Watcher's shirt.

Giles watched Cordelia as Xander moved behind him and dragged the pyjama bottoms down until they pooled at his ankles. Stepping out of them he simply stood there.

Cordelia's eyes held his for a moment then inevitably dropped, tracing a line down his chest, his stomach, settling on his straining penis. When Xander reached around to caress Giles' chest, Cordelia unfolded her arms and tentatively reached out, following Xander's lead as he trailed his hand further down, finally settling in the crisp hair between Giles' legs.

Keeping his gaze on Cordelia, Giles felt Xander's hand close on his stiff cock, Cordelia's hand joining it there. A hiss escaped his lips, the first sign other than the obvious that he was enjoying this attention. Xander began to slide his fist up and down the shaft and Giles' eyes fluttered shut as he leaned back into the younger man's arms.

Cordelia kept one hand on his cock and tipped her head forward to capture Giles' mouth with her own. Winding her free hand around his waist she urged him to follow her and stepped backward sitting once more on the bed. She slid across the covers until she was positioned in the center. Giles laid down beside her with Xander on his other side. Giles and Cordelia continued their kiss while Xander took possession of Giles' aching cock, lowering his head and engulfing it in his mouth, his tongue sweeping up from the base of the shaft. Xander closed his lips over the head and sucked hard.

Overcome by raging, out-of-control, unfathomable sensations, Giles bucked his hips, fucking Xander's mouth. He came with a wordless cry pumping his seed down the boy's throat until he was spent. He rolled back against Xander's chest, taking a moment to catch his breath. Cordelia lay next to him, looking at him with a mixture of desire and awe.

When he could speak he said, "Xander, take care of your girlfriend." Nudging the young man out of the way he moved away from Cordelia and urged Xander to take his place next to her. Xander climbed over him and settled in Cordelia's arms.

She smiled and reached for him. While they were engaged in a searing kiss, Giles removed Xander's jeans, suppressing a laugh when he saw that once again, the boy still had his shoes on. He stripped him and then stroked his fingers down Xander's shoulder and back, lying down next to him to watch him make love to Cordelia.

The couple kissed eagerly, both of them nearly overwhelmed with lust after seeing Giles reach his peak. Neither of them had the experience to control their desires and were rapidly reaching the point of no return. Xander fumbled with Cordelia's panties, all but ripping them off her, and pushed his way between her legs. She lifted her knees spreading her thighs to accommodate him. He was about to slide inside when Giles stopped him.

"Here. Use this." He handed Xander a condom he'd gotten from the nightstand drawer. Xander snatched it from him hastily tearing open the package and nearly dropping it before he finally rolled it onto his swollen cock.

"Hurry, Xander!" Cordelia panted.

He moved back to Cordelia and plunged inside her with a grunt. The girl thrust her hips up to meet him and the two of them rocked to completion, screaming out together as they climaxed. Xander fell on top of her, shaken and exhausted.

Giles was hard again. His eyes met Cordelia's and he saw a hint of invitation there. Gently rolling Xander out of the way, he took his place in Cordelia's arms, fitting himself along her sinewy body. As he ran his hands up and down her athletic torso, he thought there might be something to that cheerleading cult after all if it left one as well-toned as Cordelia.

He kissed her thoroughly, charged with an urgent desire to fuck her until she screamed for him. She was lying on her side with one arm outstretched over her head. He pushed her onto her back and reaching down, pulled her legs up. She didn't hesitate to wrap her legs around his waist, heels digging into the backs of his thighs. A hand appeared in front of his face startling him. The hand was Xander's and it held an unopened condom. Smiling, he took it and put it on. Cordelia grabbed him around the neck and pulled him down for a searching kiss. Giles put his hand down between them, slid a finger inside her and tickled her. She writhed under him, whispering, "Hurry!"

Drawing his finger out partways, leaving it positioned over her clit, he plunged his throbbing cock inside her, holding still for a heartbeat. Just as he started to rock her, he felt something enter his ass. It took him a moment to realize it was Xander, penetrating him as he penetrated Cordelia. Then whatever it was swivelled around.

"God, Giles. You're so tight!"

Giles grunted and bucked against the pressure he was getting on both sides. Cordelia's inner muscles clenched on him just as Xander forced himself in as far as he could go. Giles held on until Cordelia heaved, spasming under him and then he shuddered through his own orgasm, collapsing on top of her. Xander slipped out, crawled up and leaned way over them, looking for all the world like a vulture ready to dine.

Giles glanced up at Xander's upside down face.

"What the hell was that?"

"This and this." He grinned holding up his glistening forefinger and a tube of K-Y lubricant.

Giles wanted to laugh but only managed a tired smile.

Underneath him, Cordelia asked in a shaky voice, "What did you do now?"

"I used a little manual dexterity on Giles. See?"

Cordelia looked over Giles' shoulder. "You are so lame," she told her boyfriend but said it with a great deal of affection.

Giles withdrew from her and lay back with one arm over his eyes.

"Can we stay?" Xander asked hopefully with apparently far more energy than Giles possessed right then. "Our parents are out of town."

Giles cranked one eye open. Cordelia's expression echoed Xander's although she looked beat.

"Yes. You can stay."

There was much maneuvering while they pulled the blankets down and Giles disposed of the used condoms but after a bit they were all settled in the bed with Giles in the center.

"I'm used to sleeping alone, you know," he told them.

"That's okay," Cordelia yawned in his ear. "We are, too."

Both of his visitors draped their arms across his stomach and fell asleep right away. Giles closed his eyes. Perhaps he could get used to the company.

~ end ~