the bunny warren v. Faith

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How Many Licks?

Author: Venus Blue
Written: September 16, 2003
Rating: NC-17
Pairing: Buffy/Giles, woot!
Summary: A very belated response to Gileswench's GRB 350 challenge. (Rules at the bottom) The scoobies are having a Halloween Party. What kind of mischief might they get to?
Timeline: I cannot find a suitable time line for this. Semi-AU. Dawn and Riley are unrecognizable names, Joyce is in heaven and Buffy’s dealing, Tara is alive and smooching Willow, Xander and Anya are doing the dance of luuurve, and more than a few subtextual sparks have flown between Giles and Buffy.
Spoilers: Show's over, guys. If you're spoiled, you're not watching enough FX.
Feedback: Valued more than sex and chocolate.
Disclaimer: Hi, Joss. Borrowing your characters again, you don't mind, right? You don't? Fab. Tell 20th Century Fox that, wouldya? Thanks a bunch.
Distribution: My site, The Bunny Warren, and fanfiction.net. Any lists that archive. Anyone else, please ask, I haven't said no yet.
Dedication: This one's for Meg, for all of her help building my fanlistings, and for being a kick-ass Buffy/Giles shipper.
AN: I haven't responded to a challenge in ages, and I love my Wench, so how could I say no?
AN 2: All thanks go out to Red for the help with the costumes. I literally sucked Italian dressing into my sinuses laughing as she gave me these ideas, so I hope everyone enjoys them. Additional Author’s Notes at the bottom.
Awards: View Award, View 2nd Award, View 3rd Award, View 4th award, View 5th award, View 6th award, View 7th award
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"Willow, we are *not* getting those."

"What? Why not? Xander and I love these things!"

Buffy tossed a bag of miniature chocolate bars in the shopping cart and eyed the package Willow held in her hand.

"Marshmallow peeps are the grossest thing on earth. You are *not* getting Marshmallow Pumpkins."

"Come on, you've never played Chubby Pumpkin?"

"No. Put them back."

Willow scowled playfully, and when Buffy turned her back, slid them underneath the other goodies crammed into the steadily filling shopping cart.

“We’re gonna have so much fun tonight.”

“I hope so,” Buffy said, eyes moving back and forth along the shelves. “We need a little fun. Not to mention, it’s been so long since I’ve had a normal Halloween.”

“You think Giles is going to have fun?” Willow said, a note of worry in her voice.

“Yeah, why wouldn’t he?”

“Well, history’s shown that Giles doesn’t really get into parties like we do. I just don’t want him to feel uncomfortable.”

“Giles has changed a lot, Will,” Buffy said, heaving the cart slowly down the aisle as they browsed. “He’s become a lot more laid back lately.”

“You should know,” Willow said with a smirk.

“What?” Buffy said, looking up from her spot crouched on the floor.

“Oh come on, Buffy! Xander may be oblivious to most everything that goes on in the love department with us, but believe me, we’re not all like that. You two are spending so much time together, and I’ve SEEN the way you two look at each other.”

“I don’t know what you’re talking abou-“

"I think we've got everything we'll need for tonight," Xander said, coming up to the cart with an armful of bagged candy and throwing them in unceremoniously. Buffy exchanged a glance with Willow, who rolled her eyes and nodded.

"Think this'll be enough for the trick-or-treaters?"

"Trick-or-treaters?" Xander asked. "I hadn't even thought of them."

"Xander!" Buffy said, slapping his arm playfully. "It's taking all of my slayer strength to push this thing, I think it's a little much to think we could eat all of this by ourselves."

Xander eyed her, and she said, "Okay, maybe you could. More?"

Willow threw a few more bags on top, and said, "With Halloween tomorrow night, I'm surprised there's this much candy left."

"Store's stocking up. People go all out for Halloween in Sunnydale."

"Yeah, who doesn't love seeing demons and vampires running around during the night?" Buffy said dryly, picking up two bags of Tootsie Roll pops and throwing them on the heap. Unfortunately, the heap chose that moment to collapse, and bags of candy went sliding out of the cart and onto the floor with a loud crash.

"Okay, maybe it's a little too much," Xander said sheepishly.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

"Willow, they'll be here any second, and I've barely made a dent in here. Will you and Tara PLEASE come down here?"

"Just a SECOND!" Willow called down the stairs. "We'll be there in a minute!"

Buffy sighed and dumped two more bags of candy into a bowl. The house was now littered with bowls of candy and chips, from the coffee table to the chairs to the kitchen table.

"We're going to still have candy left next Halloween," she muttered.

Shoving the remaining pile of candy into the cupboard, Buffy started to head up the stairs to collect Willow when the doorbell rang. Grabbing the bowl of candy nearest the stairs, she walked to the door, and upon opening it, was greeted by the site of costumed persons holding out their bags for candy.

"Trick or treat!"

"Very funny. Now get inside."

Xander and Anya smirked at her, grabbing a handful of candy each as they entered the house.

Buffy eyed their costumes, and said, "Anya, you're a..."

"I'm a nun!" she said excitedly. "And Xander's the naughty little Catholic school boy that gets spanked with my ruler."

With a flourish, she pulled a small wooden ruler from the folds of her habit, and smacked Xander on his khaki shorts-clad hide. He gave a yelp, and said, "I let her pick the costumes. Never again. Never again."

"Nice legs," Buffy said, smirking.

Xander eyed her costume, and said, "And you are...ye old prostitute?"

"I'm a bar wench!" she said indignantly.

"Are you wearing a push-up?" Anya asked, eyeing her heaving bosom.

"Hey!" Buffy cried, looking down at her chest.

"Well, Buffy, I'm only saying, they weren't that big yesterday."

"This top pushes them up naturally."

"Uh-huh."

The doorbell rang then, and Buffy shoved a bowl of candy at them.

"Go. Treat."

Looking down at her outfit, Buffy frowned and pulled a little at the frilly lace surrounding her breasts.

"Ye old prostitute, my foot," she muttered. "Willow!"

"We're coming!"

She heard footsteps, then the two women came down the stairs. Buffy cocked an eyebrow at their ensembles.

Willow was wearing an old fashioned Victorian dress, complete with frills, big butt, and a white powder wig. Her makeup was heavy, and she wore a red ribbon around her neck. Tara had a "crown" of candles around her head, and was wearing what could only be described as a giant Styrofoam cake.

"Okay. So...Willow, you're an old Victorian lady, and Tara, you're a birthday cake? I thought you guys were doing the couple costumes."

"We are!" Willow said giddily. "I'm Marie Antoinette. See?" Pulling down the scarf, she revealed a bloody fake scar. "The ribbon holds my head on!"

Buffy blinked.

"And Tara is..."

"Cake!"

"Cake," Buffy repeated.

"You know, 'Let them eat cake!'?" Willow said, looking at her expectantly.

"Oh. Right. Of course."

Willow looked over at Tara, who smiled at her sheepishly.

"Well, it was better than the salt and battery thing, sweetie."

"It was funny at 2:00 in the morning," Willow muttered, moving into the living room to greet Xander and Anya with a hug.

"Nice shorts," Willow smirked, looking down at the pasty white legs sticking out of the knee-high socks and penny loafers.

"Anya is never picking my costume again," Xander moaned, earning him another swat with the ruler.

There was a knock at the door, and Willow exclaimed, "Ooh, my turn!" Xander happily handed over the bowl of candy, and Willow opened the door with a cheerful, "Happy Halloween!"

Giles stood in the doorway, smiling at her.

"Hi, Giles! Nice costume! Candy?"

"Yes, thank you," he said, grabbing a handful with his free hand. Walking into the house, he took in all the bowls of candy, and the costumes of each person.

"This is going to be a long night, isn't it?"

"Giles," Buffy said, smiling. "Arrgh?"

"The costume shop was out of almost everything," he said, setting down his sword and the paper bag he held. "This was all they had left."

"Very festive. No eye patch?"

Pulling it out of the tight pants he was wearing, he said, "I decided against the eye patch, sadly."

"Well, you've got the bandana, the earring, and the swash bucklin' shirt," Xander said, clapping him on the back. "Very manly."

"Says the boy in the shorts and cardigan."

"Don't ask me, talk to the nun."

SWAT!

"OW!"

Anya giggled.

"Buffy, I didn't know you and Giles were going for a theme," Tara said, unwrapping a miniature Kit Kat bar.

"We're not," Buffy said, looking at her with a confused expression.

"Tavern wench, pirate. I don't know, they just seem to go together to me."

"No, we didn't plan this," she said, smiling up at Giles. He shrugged and grinned back.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

"Happy Halloween," Tara called to the children as she closed the door behind them.

"Hubby umpkin," Xander managed around the mouthful of marshmallow in his mouth. Willow and Buffy, who had already lost the game after two and three pumpkins respectively, collapsed into a heap of giggles, and Giles and Anya held their hands over their own mouths fighting to keep the mess in their mouths as they laughed. Tara, who had lost after four, stood near the door, trying her best to quiet her giggles so as not to distract the players.

"Alright, one more!" Willow cried, prying three more marshmallows from the package. Anya groaned around her mouthful, and said something that sounded like, "Hi flib up!" Willow smirked and handed her the soft pumpkin.

The three shoved the marshmallows into their mouths, and it was Giles' turn. He took a few seconds to move the object until it was comfortable, then calmly said, "Ubby mpkin."

"Does that count?" Buffy asked, enjoying herself despite the grossness of seeing orange and black masses of gook in her friends' mouths.

"I don't know..."

Suddenly Xander started grunting and waving his hand wildly at Anya, who was staring at him in disbelief.

"Cheater!" he said, hunks of marshmallow flying out of his mouth. "See cheated!"

"XANDER!" Buffy cried. "You're getting that gunk all over my carpet!"

"See cheated!" he said again, holding his hand in front of his mouth. "See sallowed!"

"Id not!" Anya said indignantly, her own hand over her mouth. "M toat as dy!"

"What?" Buffy said, fighting to hold back her squeals of laughter.

"Is is supid!"

Giles jumped up and ran to the trashcan, spitting out the vile marshmallow mess, then fell into a chair, laughing.

"Alright, alright, I quit," he said, holding his side.

Anya followed suit, but Xander sat indignantly on the sofa. Finally, he grabbed two more pumpkins out of the package, shoved them in his mouth, and exclaimed, "Uhhy pkin!" before running to spit the mess out before he choked.

Buffy wiped the tears from her eyes and said, "Okay, Wills, you win. You were right. Marshmallow Pumpkins were a necessity."

"Told you," she smirked, popping a malt ball into her mouth. "Just wait until Christmas."

"Christmas?"

"Chubby Cringle," Xander called, taking a long swig of coke.

Anya and Giles groaned.

Buffy stood up and straightened her long skirt. Grabbing the near empty bowl of candy near the door, she emptied it into another bowl and headed for the kitchen. Pulling two bags of chips from the pantry, she filled the bowl, and turned to walk back into the living room, running straight into Giles.

"Sorry," Giles said, grabbing the bowl before the contents got dumped on the floor. "Just seeing if you needed any help."

"Nah, we're good. I just figured we needed something *other* than chocolate out there."

"Well, I brought something, though I'm not sure if it's appropriate...."

Walking into the living room, he grabbed the paper bag and removed the bottles from it.

Xander looked up at Giles in surprise.

"Stuffy old Watcher Pirate bringing alcohol to the party?"

Giles shot him a look, then looked over at Anya. She promptly smacked him with the ruler again.

"Well, since we're going to be staying here most of the night, I thought it a safe party refreshment. However, if anyone's driving, maybe we shouldn't-"

"Slumber party!" Willow exclaimed suddenly.

"What?" Buffy said, starting at her.

"W-we can have a slumber party! We've got movies, and chocolate, and alcohol! We can all stay here for the night! Xander, you don't have to work tomorrow, right?"

"Not on a Sunday."

"And the Magic Box is closed, and Buffy, it's not like you'll have an early morning tomorrow. Come on, it'll be fun!"

Anya seemed excited by the idea, and Xander quickly picked up the enthusiasm. Giles looked over at Buffy, who shrugged.

"Why not?"

Willow clapped giddily, and Giles walked over to Buffy.

"The, uh, lady at the liquor store informed me that this would be an excellent choice for a group of young people," he said, handing her one of the bottles.

"Ooh, mudslides. My favorite." Giles looked at her with raised eyebrows, and she quickly finished, "Not that I've drank it a lot."

"Come on. You make the mudslides, I'll make the margaritas."

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

“Oh, she’s gonna die.”

Xander threw popcorn at Buffy and said, “Would you be quiet?”

“What? Come on! She’s alone, in that big ol’ house, on the phone. She’s so gonna die.”

“Buffy, the point of watching these movies is to be afraid, not spoil the movie by talking during it,” Willow said from her spot on the couch with Tara. “Don’t you remember what happened to the chick at the beginning who talked during the movie?”

“Well, I don’t have a date, so I don’t have to worry about that,” she said smugly. Now everyone threw popcorn at her.

The gang was sprawled out in the living room, covered in blankets and watching the movies. Tara had removed her large styrofoam costume, and was cuddled up with Willow on the couch. Anya still wore her robes, though she’d removed the habit. Xander had begged for a pair of sweatpants, but after getting thwacked with the ruler once more, settled for removing the cardigan only. They sat on the farthest recliner, Anya curled up in Xander’s lap.

Giles, who was seated in the recliner, had removed the bandana, but kept the majority of his outfit, and Buffy, who thought she looked cute in the outfit, only removed the bonnet from her hair. She sat at Giles’ feet, her head resting between his knees.

Each group had their own bowl of candy, ensuring they wouldn’t be falling asleep immediately like the last vidfest they’d attempted. And they were all fairly inebriated by this point.

Buffy rolled her eyes as the blonde girl ran screaming through the house, and dug through her bowl of candy. Sighing, she crawled over to Willow and Tara’s bowl, snatching it up and poking through it.

“Hey! Our candy!” Willow said, laughing and pretending to snatch the bowl back.

“We’re out of the good stuff in our bowl,” Buffy pouted. “Giles ate it all.”

“I did not!” Giles said indignantly, looking anywhere but at her skirt-clad bottom, still up in the air.

“Here, Buffy,” Anya said, handing over her own bowl. “Xander’s hyped enough.”

“Don’t I get a say in-“ He broke off as he saw her brandish the ruler. “Nevermind.”

Buffy grabbed the bowl, and said, “You guys ate all the good stuff, too. There’s only suckers left.”

“Too time consuming,” Xander said, trying to pry the ruler from his beloved’s fingers. “I like instant gratification with my chocolate.”

Shrugging, Buffy grabbed a Tootsie Roll Pop and unwrapped it. Willow sat up and said, “Hey, have you guys ever tried the How Many Licks game?”

Buffy cocked an eyebrow, and said, “How many licks does it take to get to the center of a tootsie roll pop?”

“Yeah! I tried it once, but my tongue went numb before I got even halfway through.”

“350,” Anya said nonchalantly.

“What?” Willow said, and they all looked over.

“It takes 350 licks.”

“How do you know?” Giles asked curiously.

“I’ve been alive a long time. I got bored.”

Buffy studied her sucker, and said, “Well, I don’t think I have the patience to lick this thing 350 times.”

“Toss me one,” Willow said, turning down the volume on the television with the remote. Buffy threw her two, and Willow handed Tara the other one. Xander and Anya each got one, and Giles had one unceremoniously tossed onto his head.

“You could’ve turned around and handed it to me,” Giles said dryly.

“What fun is that?” Buffy asked innocently, still not turning.

When everyone had their sucker unwrapped, Willow asked, “Everyone ready?”

“Ready,” they said together.

“Lick!”

The room was quiet for a long time as everyone silently counted. Buffy moved from her position to the center of the room so she could watch everyone evenly. Glancing over at Giles, she found his eyes focused on her mouth, and her eyes widened slightly. Seeing that he was caught, he turned bright scarlet and choked on his sucker.

“I’m going to get something to drink,” he said, faking a few coughs and heading for the kitchen.

Buffy pulled her sucker from her mouth, and said, “I’m going to make sure he’s okay.”

“Why-“ Xander began to say before Anya thwacked him.

“GAH! Anya! The ruler was bad enough, but your SUCKER?!”

“Just be quiet and keep licking.”

Buffy ignored the noise and headed for the kitchen. Giles stood at the kitchen sink, his back to her, his head down.

Silently walking up behind him, she leaned against the island and waited.

“I’m sorry,” he said so quietly she barely heard him.

“For what?”

“That…that was inappropriate.”

“Why?”

Turning, his eyes wide, he exclaimed, “Buffy, I was…ogling you! I had no write to look at you the way I did!”

“Do you see me complaining?” she asked, her voice calm and even.

This set him back a bit, and he watched her silently. Walking up to him, she stood directly in his personal space and said, “Giles, I think we both know there’s something between us. Whether you want to admit it or not, it’s there, and we’ve been fighting it for far too long.”

“Buffy, I’m old enough to be your father.”

“But you’re not my father,” she said quietly, raising her face until it was inches from his. It took everything Giles had to maintain control.

“Buffy, you’re drunk.”

“I am not. I’ve had three drinks, one of which is half finished on the coffee table in there. I’m a little buzzed, sure, but-“

“Still. You’re not in the right frame of mind to make these kinds of decisions.”

“I made this decision a long time ago.”

“I don’t want to take advantage of-“

“Giles?”

“Yes?”

“You’re not drunk enough.”

And with that, she pulled his head to hers.

Giles pressed his body longingly against hers, and she massaged the back of his neck with her hands, the kiss growing more and more intense.

“Dear god,” Giles said, coming up for air.

“Upstairs?” Buffy asked, her voice thick.

“The others…”

“Crap,” Buffy said, gasping for air, her arms still around Giles’ neck. “They’ve got enough chocolate in them to keep them awake for two days.”

Bending down slightly, Giles kissed her lightly and said, “Looks like we’ll have to hold off.”

Buffy whimpered, pressing herself against him and feeling his arousal.

“I really like those pants,” she mumbled against his lips.

“Come on,” he said, smiling down at her.

Walking into the living room, they discovered they’d walked into a makeout fest. Buffy’s eyes bulged as she spotted her best friends smooching with their significant others.

“Looks like the alcohol went to *someone*’s heads,” Buffy said, smirking up at Giles. Willow pulled away from Tara, grinning and blushing. Xander gently pulled away from Anya’s lips, his face as red as Willow’s.

“It’s the alcohol,” Tara said, hiccupping and giggling.

“Or we’re just horny,” Anya said, shrugging. “Got a spare room, Buffy?”

Buffy’s eyes widened, and she was about to comment when Giles nudged her slightly. Pausing, she said, “Yes, as a matter of fact.”

“Great!” Anya said, jumping up and grabbing Xander’s hand.

“You don’t mind, Buff?” Xander said, slightly flabbergasted. Buffy waved her hand and said, “I’m not letting you guys drive, and I don’t want you having sex on my recliner. Guest bedroom it is.”

Anya was steadily pulling him toward the stairs, but he paused, grabbing the ruler from the coffee table before following close behind her.

Willow and Tara sat for a moment, and Buffy looked at them. They looked at each other, then made haste up the stairs.

“Will.”

Turning at the top of the stairs, Willow glanced back down.

“That soundproof spell you put on your room?”

“Yeah?”

“Can you put it on mine and the guest room, too?”

Grinning, Willow shot her a thumb’s up, and scurried up the stairs. Buffy watched her go, then turned to Giles.

“Well. Now that I’ve got you alone, whatever shall I do with you?”

Giles pulled her tightly against him, and kissed her soundly.

“I’m sure you’ll think of something.”

Grabbing the front of his shirt, she pulled him upstairs, never turning her back on him. Resting his hands on her hips, he helped guide her up the stairs, staring into her smiling eyes the entire way.

Entering her bedroom, he pulled her into his arms, kissing her passionately as they made their way to her bed. Sitting down on the edge of the bed, her hands traveled to the waistband of his pants, and he quickly grabbed her wrists. Looking up at him in confusion, he raised her hands to his lips and said, “Buffy, I don’t want either of us to regret this in the morning.”

“Never,” she said, pulling him down to her and kissing him. “I’ve been wanting to do this for a very long time, Giles. Too long.”

She could see there was still hesitation in his eyes, mixed with unmistakable lust, and she said, “Do you want me?”

“I should think that was obvious…”

“Then shut up and take off those pants.”

Giles laughed slightly at that, and placed one knee on the bed, leaning in to kiss Buffy deeply, his hands running up and down her sides. Sighing into his mouth, she ran her nails across his back, pulling him closer and closer to her. Moving his hands to her lace-covered bodice, he made to pull the strings when she suddenly jerked away from him. Startled, he moved his hands away quickly, straightening up and turning bright red.

“No! Giles, I…”

Buffy’s face now matched his, and she looked down at the floor, obviously embarrassed. Giles cocked his head and sat down next to her, and gently placed his hand on her thigh.

“What is it?”

“I…you can’t…Anya was right.”

“Sorry?”

Reaching into the top of her bodice, she pulled out two small, flesh-colored objects and threw them disgustedly to the ground. Giles leaned over and picked one up, flexing it in his fingers and giving Buffy a questioning look.

“They’re cutlets,” she muttered.

“I’ve never seen pork this…plastic,” he said, maneuvering the object between his hands.

“Not pork cutlets, Giles. They’re…I don’t have the body to fill this bodice out the way it should. Those gave me cleavage.” The last part was said in a near whisper.

Giles looked at the cutlet, then back at Buffy, his eyes traveling to her slightly deflated breasts. Then he began to giggle. Buffy stared at him indignantly, and he just laughed harder.

“I’m sorry, Buffy, I don’t mean to laugh, but…” and he began to laugh anew, falling back on the bed and looking up at her, tears in his eyes.

“It’s not funny, Giles!”

“No, no, of course not,” he said, hiccupping and trying to control himself. Turning to look down at him, Buffy gave him a mock glare, and he reached up, pulling on the strings that held her bodice together and pushing the material to the side. Sitting up, he took one of her pert nipples into his mouth, suckling lightly. Buffy moaned and held the back of his head, her eyes closing in pleasure.

Pulling back, he reached up and nibbled on her earlobe, whispering, “I’ve always said, more than a mouthful’s a waste, anyway.”

Grinning down at him, she dug her fingers into his hair and pulled him to her mouth, sucking his tongue into her mouth and using her own to massage the roof of his mouth. The garbled noise he made sent sparks flying to all her right parts. She felt his hand cupping her breast, his thumb slowly running circles around her now painfully hard nipple. Fumbling blindly, she pulled at the buttons on the front of his shirt, finally getting them all undone and attempting to remove it without breaking the kiss. She felt him smile against her mouth as he pulled it off, quickly returning his hands to her body.

Shrugging off the bodice, Buffy climbed onto Giles’ lap, her knees straddling him on either side. She was now slightly taller than him, and he quickly returned his mouth to her breasts, alternately moving from one to the other as he licked, sucked, and nibbled on each nipple in turn. Buffy threw her head back, mewling in pleasure, grinding herself against his leather-clad erection.

Smirking up at her, Giles moved his mouth higher, sucking on her collarbone and leaving a trail of lovebites in his wake. His hands slid up her legs, massing her inner thighs as he resumed his earlier attention on her earlobe.

As much as it pained her to do so, Buffy pulled back from his kisses, holding his head in her hands and bringing his face eye level. The lust in both their eyes was formidable, and in a voice hoarse with emotion, Buffy managed, “Pants. Off. Now. Please.”

Grinning, Giles unzipped the now extremely tight leather pants, and fought with them slightly, finally managing to get them down to his ankles. Kicking off the boots, he threw the pants to the side and leaned back over. Buffy’s eyes were wide as saucers.

“You went commando in those?”

“Boxers cause lines,” he said with a small grin. Giles watched as her hand moved lower on his body, and he drew in a sharp breath, but her hand only barely grazed his thigh. Raising the hand to her face, she rubbed her fingers together and smirked.

“Baby powder?”

“Talcum powder. Leather chafes.”

Wrapping her hand around his formidable erection, Buffy thrilled at the look of pure bliss that crossed Giles’ face. Running her thumb over the engorged head, an idea started to form in Buffy’s brain, and she grinned wickedly, leaning her head down to suckle on his earlobe before whispering, “Hey, Giles?”

“Mm?” he managed in a slightly higher voice tone than usual.

“How many licks, do you think?”

Giles’ eyes shot wide open at that, and she felt his penis jump slightly in her hand, causing her to laugh. Standing next to the bed, she removed her long skirt, kicking it to one side and stepping out of her panties as well. Giles’ eyes traveled hungrily up and down her form, and she felt her pulse quicken at the look in his eyes. She motioned for him to slide up on the bed, and he complied, resting his head against her pillows and watching her every move intently.

Crawling between his slightly spread legs, she started at his chest, running her fingers through the soft gray hair there before gently raking her fingernails across his nipples. The reaction was immediate as he bucked his hips, his hands coming up to massage her hips. Slowly making her way down his torso, Buffy ran her short fingernails up and down his ribs. The constant contact of both hands and mouth were driving Giles crazy, and he clutched at the bed sheets.

Buffy flashed her eyes up to Giles’ face, and, grinning evilly, she dipped her head down to swipe slightly at his penis. Groaning deep in his throat, Giles’s hands gripped harder on the bed sheets, his hips bucking on their own this time, wanting more contact.

“One.”

“Oh, dear lord.”

This continued for a good twenty minutes, with Buffy taking continuous light swipes, and Giles wanting to kill her from the intense anticipation.

“How many licks was that, Giles?” Buffy said, her hand softly gripping the base of his penis. With a dazed look in his eyes, he managed, “I lost count. After two.”

Laughing quietly, she leaned down and took the entirety into her mouth, feeling it touch the base of her throat. Giles’ entire torso rose up off the bed in surprise and ecstasy, and he fought to maintain control.

Buffy’s head bopped continuously, her tongue swiping back and forth as she wrapped her hands around his thighs, writhing her hips against the bed. Giles could feel himself getting closer and closer, and when he knew he couldn’t take it any more, he grabbed her shoulders, pulling her away and pulling her up to him, kissing her with all the passion built up inside. Rolling on top of her, he placed his hands underneath her body, pulling them both into a sitting position. Straddling his lap, Buffy never broke the kiss, maneuvering her body until she was sitting precariously on top of his rock-hard erection. Rotating her hips, she let only the tip enter her, then pulled back from him slightly, a wicked look in her eyes.

“I don’t think so,” Giles said, pulling roughly on her hips until he was fully inside of her. Keening in ecstasy, she let her head fall back, her hips moving of their own volition as she ground herself against him. Giles enjoyed the warmth and tightness, then pushed her back against the pillows, removing himself from her entirely and pausing. Buffy cried out in protest, her hands going to his ass as she tried to pull him back down to her. With a twinkle in his eye, he said, “Not nice to tease, is it?”

“You’re going to pay for that, Rupert,” Buffy said, pulling his head down to kiss him soundly.

He thrust back into her suddenly, and she wrapped her legs around his back, using her thigh muscles to move her hips in rythym with his. Resting his arms on either side of her head, he covered her lips with his, alternating the speed of his thrusts and fighting to keep from coming. He could feel her tightening around him, and he reached down to gently massage her clit, her cries of pleasure driving him closer and closer to the edge.

“Come for me, love,” he purred in her ear. “Come with me.”

Her inner muscles clenched around him so tight he had to bury his head in her shoulder, and she screamed in pleasure as she came. Thrusting a few more times, Giles followed her, his entire body tensing as he came hard, his arms tight around her.

They both lay for a few minutes, attempting to catch their breath. Giles pulled out slowly, not wanting to leave the embrace, and rolled slightly to one side, gently running his hand over her flat stomach.

“Are you alright?” he asked quietly when she still hadn’t opened her eyes. Slowly she looked up at him and grinned.

“Better than alright.”

Kissing her softly on the lips, then forehead, he said, “No regrets?”

“Mm. Maybe just one.”

“Oh?”

“We never did find out how many licks.”

Chuckling, Giles pulled the blanket over both of them, and as Buffy curled up against his chest, he said, “There’s always next time.”

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

AN: I have attempted the “how many licks” game, and I came up with 470 or so. But Anya’s been around a little longer, and probably has more tongue skills, than I, so I’m sure she could do it in 350. ::wicked grin::


**Challenge Requirements:**
Pairing: G/Anyone. G/Everyone. Just make it about Giles and make someone be nice to him. Pick your shipper poison, or give us orgy fun. It's up to you.

Rating: What you will, from "G", I think I'll let my grandma read this one to NC17...about which I can't come up with any clever wording, but make it as naughty as you please. Silliness and sexiness are the order of the day, BTW. No heavy angst, no character death, no serious bondage, no painful sex, and no non-consensual. Please also set any story involving Scooby sex AFTER high school graduation.

Requirements: the number 350 must appear at least twice in the story in some form, be it spoken word, written text, the number of orgasms Giles has in a one-week period (what a way to go!) or whatever, Giles dressed in any one of the following outfits: a suede loincloth and an earring, a tux, a pirate outfit, a Starfleet Security Uniform (in which case, it needs to be gotten off him ASAP.



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