Title: Hands On Approach
Author: Andrea
Email: aegermaine@yahoo.com
Rating: NC-17
Pairing: Willow/Giles
Disclaimer: Joss owns the characters.
Distribution: My site(Strange Brew), Arwen's site,
Fever of Fate, Willows Guys, Emilie's site. Anyone
else just ask!
Spoilers: 4th season
Summary: Willow has artistic troubles and Giles helps
her.
Feedback: Yes!
Special Notes: This story is part of a group of
stories called the Recreation Class stories. The
premise being Willow tries a bunch a new activities at
college and Giles helps her.
Also, Willow and Oz did not have sex. I'm still in
serious denial.
Thanks: To my roomie Kat for beta-reading this. And to
everyone for their great feedback on all my stories so
far. The comments have been very helpful.

*****************************

"TWEETTT!!!"

The tea kettle whistled and Giles went to turn it off.
He poured himself a cup of tea and grabbing a jelly
donut, sat at the kitchen table.
 He picked up the newspaper and immediately flipped to
the classfieds. He needed to find a job.
 Since he was no longer a part of the Council, they
stopped sending him paychecks and more importantly, ,
refused to give him a new cover. His librarian job was
his cover but since the school didn't exist anymore,
neither did his job.
 He knew he had to find one soon or otherwise, he
wouldn't have any income to pay for his apartment,
which was now temporarily Slayerette headquarters.
 He picked up the paper and began to search.

**********
A few days later:

  Willow walked into the sculpting class with
trepidation. It wasn't because she didn't like the
class. Far from it. She enjoyed working with her
hands, taking the wet clay, molding it , shaping it to
produce   beautiful sculptures. So far, they had
sculpted an apple, a turtle, a odd shaped bottle and a
bust from the teacher's private collection. But today
was going to be hard.
 Today, they were going to sculpt a nude man. willow
had never seen one before in her life and the idea
that she had to sculpt one made her a little nervous.

"Allright, class." Lily, the instructor clapped her
hands. "Sit down. Let's get started."

Willow shifted uncomfortably." As you know, today
we're going to start our toughest project yet. The
nude male. I chose amale for one simple reason. Last
quarter when I taught this class, I used a female. So
now it's a male." Lily heard several men in the class
groan." I always get the same response from the same
sex of the model." she giggled.

Willow kept fidgeting. A nude male. Her first one. Oh
boy. 'Why am I taking this class again?' she thought.
'Oh yeah, to learn new things.'

"I'd like to present our willing model." Lily turned
towards the door and the model stepped out.

Willow's jaw dropped. She shook her head and rubbed
her eyes to make sure she was seeing clearly.

It was Giles!

Giles was the model. She couldn't believe it. She had
to sculpt Giles. Naked. A naked Giles. She was going
to see a naked Giles. Oh my!

She scrunched down lower in her seat and was thankful
that Giles couldn't see her. Her station was in the
back and he seemed to be looking elsewhere. How was
she going to do this?

"Let's begin." Lily said, and with that Giles
completely disrobed.

For the second time that day, Willow's jaw dropped.
'Giles is amazing!' she thought. His chest was firm
and muscled with slight sprinkling of chest hair and
few scars. 'I guess training the slayer paid off.' she
said to herself, deciding that tweed hid too much. Her
eyes traveled down his long legs and back up to one
very prominent area of his body. 

'Giles is impressive!' she thought. ' Bad thoughts,
Willow. You're asupposed to be concentrating on
sculpting Giles. Not lusting after him.'

"First, as you know by now, take out your sketchbooks
an make a rough sketch before you start with the
clay."Lily stated.

She got out her sketchbook, pencil and tried to draw.
But couldn't. All she could do was stare at him,
wondering how she was going to look at him from now
on. She'd just seen him in a way, not even Buffy had.

She admired the way Giles was handlinmg this. He
seemed to be at ease with his body. He wasn't blushing
or fidgeting but just standing there, regal and proud.
She briefly wondered what he would feel like if she
touched him.

'Stop it! Stop the bad Willow thoughts. Concentrate'
she told herself and buried her head in her
sketchbook.

*********
One hour later:

"Allright class, you can stop. Class is over for the
day. "Lily turned to Giles. "Thank you for modeling
for us today. We'll see you Thursday?"

Giles smiled. "I'll be here." And with that, he put on
his robe and left the room.

Willow closed her sketchbook. She had not drawn
anyhting in the last hour. Her mind had been so
consumed with Giles fantasies that she couldn't draw.

"Well, there's always Thursday." she muttered,as she
walked out.
******
Giles went into the changing room. As he was putting
on his clothes, Lily came in. "Rupert, you were
great."

Giles smiled, pride in his features."Thank you, Lily.
It wasn't as bad as I thought it would be."

"So, we'll see next class?" Giles nodded. "Great! "And
 at that she left.

He smiled to himself as he buttoned his shirt. It
really wasn't as bad as he thought it would be. If
truth be told, he actually enjoyed himself. Going out
there, nude, and still getting appreciative glances
from girls, even at his age, was very flattering to
his ego.
 
But the best part was knowing Willow was watching him.

He'd seen her the moment he sat on the stool, watching
her as she tried to duck her head as if he wouldn't
have been able to see her. Out of the corner of his
eye, he kept stealing glances at her, trying to gauge
her reaction. All he noticed was the constant blush on
her face and her head bowed. There were even times he
wasn't sure she'd actually drawn him. Part of him
wondered that maybe she didn't like what she saw.
 He tried to dismiss that thought as he concentrated
on tying his tie. 'I wonder how she'll react to me
when we meet for research.' he thought.
 He wondered if she was going to tell him that she saw
him today. He'd forgotten that she was taking the
class until he saw her. Now, he was glad he'd taken
the job, if only to know that Willow was watching him
naked.
 And with that, he left, whistling.

******************
Giles' apartment, 10:00 or so:

"Willow, would you like some tea?" Giles offered.

"What? Oh..umm..yes. Thanks." she said, burying her
head back into her book.

He sighed and went into the kitchen. They'd been
researching for hours now and she hadn't mentioned the
class at all. Buffy and Xander had been here helping
too but they left almost an hour ago. It seemed that
when they left, they took Willow's confidence as well.
For the past hour that they had been alone together,
she had said absolutely nothing to him and even
refused to look at him. He was lsowly starting to
become annoyed.

He went back to the living room, carrying the tea
tray. Setting it down, he offered her a cup. She
looked up"Thanks." she mumbled before burying her nose
in the book again.

He sat besides her and she tensed.'Why does he have to
sit beside me?' she wondered. She'd tried to get the
images of a naked Giles out of her head but was unable
to do it.And it was driving her crazy.

If she was honest, she enjoyed watching Giles. He was
handsome and very, very hot looking. She was able to
put aside her thoughts and focus on the research while
Buffy and Xander were there. But the minute they left
and she was alone with Giles, all her impure thoughts
came rushing back. She knew she was being rude by not
talking to him or looking at him. But, she knew that
if she did, she'd be a goner.

Now, he had to sit beside her and she was afraid he
might want to talk.

"Willow, I think we need to talk." he stated, putting
her cup down.

'Great!' she thought. Aloud she said," About what?"
Please let it be about anything. Anything at all. Just
not the class.

"Today, I started a new job." he began.

"Really? That's good." she babbled quickly, hoping he
wouldn't continue.

"Yes...as a nude model at the college." he said
looking pointedly at her, hoping for a reaction. She
didn't disappoint either.

As soon as he said that, Willow felt a blush creep up
to her face and she squirmed." Really?"

He sighed. She wasn't going to make this easy. He knew
he had to come out and say it.

"Yes, really." he took a deep breath and turned her
chin to face him. Her eyes looked slightly scared." It
was your class, Willow."
Her eyes went from scared to panic. "How doo..ddoo you
knnow it's mine?"

"Because I saw you." She turned her head unable to
llok at him. "Willow, look at me." she reluctantly
turned to him. " Why are you so afraid of me all of a
sudden?"

"I'm not afraid." she whispered.

"Then, why won't you look at me or talk to me. If
you're not afraid, then what?"

"I don't know. I guess.. I'm embarrassed in a way. I
mean...I SAW you naked, Giles. Naked, nude. It's a
little disconcerting to see a friend  naked like
that." she finally stared at him "Weren't you
embarrassed to stand in front of everyone naked?"

He gently stroked her cheek. "No. Because I've done it
before. " Willow's eyes widen like saucers. "Don't
look surprised. I wasn't always the stuff shirt you
and Xander and Buffy think I am." 

"I never thought you were, Giles." she said quietly.

"Well, I'm glad to know. Anyway, I had done this back
in college a few times to make extra money and a
couple of days ago, I saw an ad for a nude model. And
since I need some sort of income coming in, I applied
and got the job." he saw her face relax somewhat.
"It's very liberating. Being able to stand in front of
people and pose nude. It's an adrenaline rush."

"So, you don't mind if I sculpt you?" she asked
nervously.

"Of course not, Willow. It's art." he turned
away."Besides which, I know that if it weren't for the
class, there would be no other reason for you to want
to see me naked." he said a little too sharply.

Willow noticed his voice," Giles?"

"Hmmm.. nothing Willow." he turned back. "So, may I
see your sketches of me? I mean..if it's allright with
you."

"Well....."

"What Willow?"

"I didn't really draw any sketches." she mumbled

"You didn't?" She shook her head. "May I ask why not?"

"Well.. you see.." she bowed her head shyly.He lifted
her chin again. "You can tell me, Willow."

"Well, I kinda have this problem. You see, I can't
just draw by looking at it. I mean, for me to do a
really good sketch, I have to physically touch what
i'm sketching. I have to get a good feel for it. Like
a sort of hands on approach. " she got up and grabbed
her sketchbook." See! All the drawings were done
because I felt them. The apple, the turtle etc...."
she closed her book. "And I...uhh...can't draw you."

He sat there quietly, contemplating. He had two
options. One gentlemanly. One not.

He stood up."I'll be right back, Willow. Wait here."
she nodded as he walked up the stairs. 'Good, now he
hates me. He probably thinks I don't find him
attractive enough to draw or a loser for being unable
to draw by just looking.' she thought. She heard a
sound and looked towards the stairs. She gasped.

Giles came down the stairs and stood a few feet in
front of her, a slight smile on his face. He was
naked. Totally, completely naked.

"G-Giles waht a-are you doing?" she asked unable to
tear herself away from his naked body. 'Gods, he's
handsome.'

"I thought you said the only way you could draw
anything is if you used the hands on approach method."
he smiled sexily.

The full meaning of his words hit her and she gulped.
Giles wanted her to touch him naked. More importantly,
she wanted to touch him naked. She looked at him to
see if he really meant it. And as soon as her eyes met
his, she knew he was serious.
 
She got up and slowly walked to him."Are you sure?"
she asked, resting her hands lightly on his shoulders.
He moaned at the contact.

"Yes, Willow. I want you to touch me." he said, desire
evident in his voice.

She closed her eyes, focusing on only the feel of him
under her palms. She lightly smoothed her hands over
his shoulders and down his arms. She felt him quiver
slightly and she sighed.
 She ran her hands up, stopping at the underside of
his forearms, rubbing the skin gently with her thumbs.
He emitted a moan and tilted his head back, relishing
the feel of her hands. He felt his body respond and
vaguely wondered if she felt it too.
 Willow heard his moan and felt his erection aginst
her. She shivered. 'I'm exciting Giles!' she thought
happily. 
 Her hands continued their ascent up his arms and to
his neck. She could feel his pulse beating rapidly
underneath her fingers and she pressed down harder on
it.
 She slowly started to walk around him, stopping so
that she was facing his back. Her eyes still closed,
she pressed up to him. he felt her nipples harden when
they came in contact with him and he smiled. She was
enjoying this as much as he was.
 When she pressed up to him, she moaned. The feel of
his strong back against her chest and the feel of his
firm behind against her sex was more than she could
bear. Nevertheless, she continued her exploration of
him, her caresses turning from light touching to a
more firmer pressure. her hands moved down his back,
memorizing the feel of him. As her hands neared his
waist, she felt him tense slightly.

 When he felt her hands on his waist, he knew for sure
that he was going to die. The unexpected feel of her
caused him to tense in anticipation and he wondered
what she would do next.
 Willow moved her hands around his waist and placed
them flat on his chest. She was holding him to her,
hugging him for all she was worth.

"Willow." he groaned softly, turning his head slightly
to look at her.

 The minute she hugged him, she knew she wanted more.
The feel, the smell of him was overwhelming her
senses. All of her Giles fantasies were nothing
compared to the real thing. She rested her forehead
against his back and tighten her hold on him.

"Giles..." she whispered as her hands gently moved
over his chest, her fingers tangling in the soft hairs
there. Her fingers made their way to his nipples and
she lightly played with them, rolling them between her
fingers.

Giles thought he was going insane with desire. His
fantasy come true. Having Willow touch him in such an
intimate manner was his forbidden, yet most desired
fantasy. Now it was becoming reality.
 He reached up and grabbed her hands holding them to
his chest."Willow.." he said breathlessly and turned
around to face her, still holding her hands. " I need
to know...." he trailed off as soon as he looked into
her eyes. Desire and lust, love and wonder, want and
need were all the emotions displayed. Seeing her face
gave him the courage to do what he did next.

 He pulled her to him roughly and bent his head to
kiss her. She tilted her head up in time to meet his
lips with her own. His lips coaxed hers open and he
slipped his tongue inside. Their tongues mingled
together sweetly, lovingly. Willow wrapped her arms
around his neck and held his mouth to hers. He, in
turn, wrapped his own around her, one hand on her
behind , the other grabbing her shoulder. The kiss
grew more passionate and more hot, and after awhile
they both pulled away, gasping.
 Willow's eyes were glazed and her face was flushed.
She'd never been kissed like that before. She looked
into his eyes trying to gauge what he was going to do.
 His own breathing was laboree and his body was hot
from wanting her. He stared at her, looking for
apprehension or regret,but all he saw was her radiant
face.
 He swept her into his arms, heedless of his nakedness
or her lack of and carried her up the stairs to his
bedroom. He set her down beside the bed and looked
longingly at her. He ran his hands up her arms,
cupping her face gently and kissed her.

"Now, it's my turn to use the hands on approach
method." Giles whispered sexily.

He let his hands wander down her front, swiftly
unbuttoning her blouse. His fingers trembled, he
couldn't wait to feast his eyes on her. As he pulled
the fabric apart, he gasped. She wasn't wearing any
lingerie. He eased the material off of her and ran his
hands lovingly down her chest. He took a breast in
each hand and began to massage them gently,
concentrating on the nipple.
 When his hands touched her bare skin, Willow thought
she died and went to heaven.The feel of his strong,
calloused hands on her soft skin was exquisite. the
contrast was indescribable. She moaned and thrust her
breasts into his palms, letting him have full access
to her.
 Giles turned and sat on the bed. His hands still
massaging her breasts, he guided her between his
parted legs. He released one breast and bent his head
tot ake it into his mouth.

"Giles..." she sighed, tangling her fingers in his
hair, holding him to her.
 
She tasted heavenly. He licked and sucked her breast,
sometimes just the nipple, others the whole breast. He
moved his head to lavish attention on the other one
while his hands slipped down her skirt to rest on the
smooth skin of her behind.
 She whispered loving words and ran her hands
repeatedly through his hair, playing with it, tugging
on it. He released her breast and with ferocity,
yanked her underwear and skirt down her legs. She
quickly stepped out of them and kicked off her shoes.
 He grabbed her waist and pulled her to him tightly.
She immediately wrapped her arms around his neck and
their mouths met passionately. Their mouths were
hungry and hot. Their kisses alternated form short and
fast to long, breathstealing kisses.
 Giles leaned back on the bed, taking Willow with him,
never breaking the kiss. Her body was pressed to his,
each one could feel the heat from the other's body. 
 Willow felt the wet tip of his cock rub against her
and she trembled. She broke the kiss to move her mouth
to his ear. Her tongue snaked out to tease his lobe
and then she sucked it into her mouth.

He groaned."Willow..." and wrapped his arms around her
and rolled them over so that she was underneath him.
She smiled wickedly at him before she leaned up to
capture his mouth with a kiss. The kiss went on for
several seconds until Giles broke away.

"Willow, love. I need you. Now." he growled.

He reached a hand down to spread her legs and
insinuated himself between her. He guided himself to
her opening and pushed in until he reached her
barrier. He looked down at her for reassurance. She
smiled brightly and wrapped her legs around him,
pulling him to her, causing him to fill her
completely.
 His eyes closed and he groaned. He began to slowly
pump in and out of her, lowering his head to suck her
neck.

"Giles..." she begged, tightening her legs even more.
he sped up his thrusting slightly, pulling all the way
out then slamming into back into her. her soft moans
and repeated whispering of his name made the blood
sing in his veins. He lowered his mouth to her neck
again and bit into the creamy flesh, just hard enought
o leave a lovebite.

"Oh, Giles.." she growled and yanked his mouth to
hers, nipping and sucking his lips before slipping her
tongue inside. he groaned and changed the speed of his
thrusts from deep and slow to long and fast.

As her climax neared, she dug her heels into the back
of his legs to bring him even closer to her.Releasing
her mouth, hemoved his hand to her clitoris and rubbed
it expertly.

"Rupert!" she screamed as she climaxed, her whole body
shivering violently.

Hearing her say his first name and the warm rush of
her orgasm was enough to send him over the edge. He
whispered her name reverently as he spilled his seed
into her.
 Unable to hold himself up, he collapsed on her,
making sure to distribute his weight. She wrapped her
arms tightly around him, holding him to her. After he
regained some of his breath, he tried to move but she
wouldn't let him.

"No. I want you still inside me." she begged.

"I'm too heavy." he mildlyprotested and he gently
rolled them over, making sure their bodies were still
joined, so that she was lying on top of him.

"See, I'm still inside you and I don't have to worry
about crushing you." he murmured, stroking her hair.

She raised up slightly and smiled at him." Very
considerate of you, Mr.Giles." she said before lightly
kissing him.

"I thought so, Miss Rosenberg." he replied. He looked
at her thoughtfully." So, are you ready to draw me
now?"

She shook her head." Nope. I'm afraid I'm gonna need
alot more hands on experience before I even think of
attempting to draw you." she smiled, seductively.

He grinned. "I was hoping you'd say that."

The End.











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