TITLE: The Meaning of Heroes (Book One: 5/25)
AUTHORS: Jess (Watcher Giles) and Lara
WEBSITE: http://heroes.darling-moon.com
DISCLAIMER: We only wish we were as successful as Joss Whedon. He and Mutant Enemy own this.

WARNING: SEXUAL SITUATIONS

Fred wasn't sure what time it was when she finally opened her eyes, only that she was cuddled against the side of one warm body with another one pressed up against her back, an arm resting over her. Opening her eyes, she raised her head. Daylight was streaming in through the crack in the curtain, throwing a thin shaft of light on the bed where she, Wesley and Giles lay. She smiled softly, the events of the previous night playing through her head. The whole experience had been simply unbelievable. She had never imagined anything like that ever happening to her, but now that it had, she certainly didn't regret it.

Moving her hand from where it was resting on Wesley's chest, she reached up to stroke his temple. He was definitely not as pale as he had been since he had come out of surgery at the hospital. However, he desperately needed a hair cut – he had obviously been neglecting that along with everything else in the last month. She wondered if there would be time to take him to a barber's at some point. Not that he'd want to do something like that when they had research to do.

She found herself chuckling to herself softly. She had found two men who loved research and knowledge as much as she did. They were probably the closest things to kindred spirits she had ever found, even with the time she had spent at the university. It was a wonderful feeling to find that, and to be lying in between both of them now.

Wesley stirred when he felt something touch his hair. Confused blue eyes opened, blinking owlishly until the memories resurfaced, playing out in his brain in vivid Technicolor. He glanced down, seeing the large hand on his stomach, and then turned his head to see the woman he loved. Spooned in behind her was the bulkier form of Rupert. His smile grew – it hadn't been a dream. Slowly, he stretched long limbs before turning on his side to face Fred.

'Morning,' he mouthed.

"Good Lord, please tell me the two of you are not habitual early risers?" came Giles' voice, thick with sleep, from behind Fred. "Let the old man have his rest," he added, the tone now carrying an amused edge. Finally lifting his head, he rested it next to Fred's, both of them looking at Wesley. "Hello there, Sleeping Beauty."

Fred couldn't help but grin as she looked out of the corner of her eyes at Giles. "I'm not even sure what time it is," she admitted. "Just kind of woke up. And waking up between two very handsome men is definitely the best way to wake up if I do say so myself."

She bit back a giggle at their faces and turned her attention fully back to Wesley. "How are you feeling this morning? You look a lot better. Your color's finally come back."

'Feel good.' Wes paused, his eyes lit up with happiness. 'Sated,' he mouthed, teasing his lovers. He shook his head, wondering how his life could have changed so drastically for the better in the midst of such a tragedy. 'Feel...cared for,' he confessed, his heart beginning to race at the two faces staring back at him. He felt Giles' hand reach over Fred and grip his shoulder.

"You are cared for," he reminded him. "And dare I say...loved. You're a good man, Wesley. You deserve to have that love, to have someone who cares for you and not the fact that you can carry on his lineage or translate books for them," he pointed out before moving his hand over Wes' heart. "This...this is what makes you special." He smiled, knowing Fred agreed.

"Very special," she echoed. "And definitely loved."

She rested her hand over Giles' and looked over at him, knowing that both of them would definitely do whatever was necessary. She already loved him for his dedication to Wesley, and she found that she was loving him for the fact that he was just Rupert as well. "And one of the first things we need to take care of when we get a chance is your hair," she told Wes with a grin.

Giles smiled down at Fred when Wesley blushed. "Yes, something closely cropped to draw attention to those beautiful eyes."

Giles' brow then furrowed when the other man looked down instead of at them. He was thinking about his scar again. Allowing himself to think like his friend for a moment, he shook his head. Wesley saw the scar on his throat as a representation of what he considered his failure.

"Wesley, look at me. It's not a mark of failure. You didn't fail – the scroll proved that you were right. That scar, while noticeable, is a badge of honor. And I know every time I see it, I will know that one of my young lovers is willing to put everything on the line for those he loves. For as brilliant as you are, you lead with your heart. It's something I honestly wish I could do. Don't ever be ashamed of this." He placed his hand on Wesley's neck, his thumb rubbing next to the bandage gently.

Fred felt tears in her eyes at Giles' words because he was right. Wesley had been willing to give up everything he knew and loved in order to save Connor from a terrible fate. He had been willing to give up the only real home and family he had. "Wesley," she said softly, waiting for his eyes to focus on her, "you did the right thing, and because of that, you're worth more than any 'handsome man' or 'seer' or 'demon hunter' in this world. What happened to you woke all of us up, and I know that I would never be ashamed to be seen with you, wearing that, since I'd always know that you got it because you were doing what you had to do. And you'll be able to see that through now, so it won't be for nothing either. It'll always mean something to all of us."

She leaned forward and brushed her lips against his. "And when Connor's older, you know what I plan to do? I plan to point that scar out to him and tell him that you got that for him, protecting him because he deserves to know that you would do anything for those you love."

When Fred said what she did, Giles wanted to roll her over and kiss her till she was breathless. She had hit the nail on the head, and bringing Connor into it seemed to have gotten Wesley's attention.

Wesley met their gazes, surprise clear in his eyes. How could they see things in him he couldn't see in himself? He could see the depth of feeling in each of them, and knowing it was for him was a bit overwhelming. Pity he was used to, but love? The kind you felt down to your very being? He had never tasted that.

'How?' he mouthed, confused.

"How what, Wesley? How can we feel like this? How can we love you in spite of mistakes that were made? I have news for you, mistakes were made. But not by you. And we're not your father. No matter what happens, you will always reside here," he said, placing a hand over his own heart. "And here," he added, sliding a hand up Fred's torso to place a flat hand over her heart.

"He's right, you know," she told him. She reached over and took Wesley's hand, which she pressed over Giles' on her chest with her own. This – the three of them touching like this, together like this, felt so right in her mind and definitely in her body. "And we'll be here to remind you of that every day."

She looked over her shoulder at Giles, locking eyes with his and knowing the answer to her question but asking it anyway. "Won't we?"

"Absolutely," he replied, rubbing his thumb along the curve of her breast. "Emotionally..." He paused, ducking his head, and nipped at the juncture of Fred's throat. He kept his eyes locked on Wesley's and grinned when he saw the blue eyes darken. "And physically." Sliding his hand out from under theirs, he clasped the back of Wes' neck, gripping it. "This isn't a flash in the pan. You're not a one-night stand. These feelings are genuine, and they run deep. I'm fairly certain that it's the same for Fred. I know you and I have had enough words to last us ten lifetimes. So I won't make promises. But I can show you, by action, what you do to me. How seeing the hunger in those beautiful eyes makes me hard. Last night, feeling you around me, seeing the pleasure on your face, free of your past, I nearly came right there. I'm pretty sure Fred can say the same thing. And so today is going to be about spoiling you."

"Definitely – on both counts." She smiled at Wesley – she could the reaction Giles touching her brought out in him, and she loved it. Spending a day with them, just the three of them, doing something for Wesley, would be wonderful. Something he deserved. "Giles, you said that we can't do anything further until we get those books, right? So we can do something else in the meantime. First, we're getting your hair cut just like we said and then we're doing whatever you want as long as it doesn't involve shutting ourselves up in this apartment...at least not until tonight, anyway."

Giles smirked, rolling up above Fred, bracing his weight on his arms, hovering above them both. "I don't know, shutting ourselves up in here has its merits," he began, ducking his head to kiss Wesley hard. Pulling back after several minutes, he smiled at Fred, both of them clearly enjoying the glazed look in Wesley's eyes. "The things we could do," he added, now moving on to kiss Fred. When oxygen became a necessity, he pulled back, having thoroughly enjoyed the taste of every crevice of her mouth. "But she's right. This is the calm before the storm. We need to get out today. Enjoy ourselves."

She grinned up at him after the toe-curling kisses he gave both Wesley and her. Shutting themselves up would be a lot of fun, she knew – and something she definitely wouldn't hate doing either because how many girls could say that they were getting to close themselves off from the world with two very intelligent, very pretty men.

Wesley had to see, however, that they weren't ashamed to be seen in public with him, and the sooner he knew the better. So going out when they had to chance was the best idea. And besides, she knew that both she and Giles wanted a chance to fawn over him.

"Who gets dibs on the bathroom?" she asked. "With three of us here, are we going to have to come up some sort of schedule or something?"

Giles wanted to say they could always use it together. But this whole situation was too new. A touch or a look could lead to something more. Not that that would necessarily be a bad thing, but today...they needed to get out. He pushed himself up to his knees then stood, smiling down at the pair on the bed.

"Why don't we let Wes go first, then you, Fred? I can take my shower last." He gripped Wesley's hand and helped him to his feet, keeping hold of him till he was certain the younger man's legs would support him. "Go get cleaned up. I'll change your bandage when you get out." He was thankful that he would have something to do with his fingers other than ravish him once they were alone. "This entire day is for you, Wesley," he reminded him gently. "Now go."

Giles waited for the bathroom door to close, before sitting down on the mattress in the spot Wes had just occupied. "We certainly have our work cut out for us," he remarked, still looking at the closed door.

Fred nodded, sitting up and drawing her legs up to her chest as she followed Giles' gaze toward the door. "He still thinks we're going to disappear, doesn't understand why we care so much." She looked down at the bedspread and picked at a stray thread that had become a bit unraveled. "His father really did a number on him, didn't he? To make him feel that worthless when it comes to being loved by anyone."

"I've seen his father turn watcher initiates in blithering, sobbing messes. I can only imagine what he did to his own son. Wesley doesn't believe that he's worth loving. He and Xander are a lot alike in that regard. Both coming from homes that had to be absolute hell, yet they have these huge hearts and care so deeply. I've never hurt an old man in my life, but I do know if Roger Wyndam-Pryce bothers to show his face around here, I'll make certain he spends his entire trip in traction. I won't let him hurt Wesley anymore than he already has," he told her. "If he calls, make sure you give me the phone first. The old bastard is tricky. The only way we can truly thwart him is to close ranks around Wesley. He may use his wife to get access first. Elizabeth Wyndam-Pryce is a gentle woman. Just watch Wesley when she calls. Any change in his demeanor will be able to tell us whether Roger is there."

Nodding her head, she blinked back a few tears and then turned her gaze back from the bathroom door to Giles. "We're in this together – whatever it takes, however long it takes. I know we can make him see that we both love him."

He found a warm smile crossing his handsome face at her declaration. He turned to face her, reaching a hand up to stroke her cheek. "We are indeed. And we will succeed. Just be patient with him, he'll come around. Follow my lead for times when we need to push him a bit." He leaned down and kissed her gently. "Thank you, for my own part. But mostly for managing to see the man Wesley truly is. He deserves your love."

Fred reached up and cupped her hand over Giles' after he pulled back from her following the kiss. She considered everything that he had just told her and knew he would make good on his threat against Roger Wyndam-Pryce – why did the asshole have to have the same name as her own father? Giles was ruthless with anyone who crossed him but unbelievably gentle with those he love and protected. And she was ready to stand by him in that. "He deserves both of our love. In fact, I think he deserves as much love as he can get, but if you don't mind, I'm only going to share him with you."

"I don't mind." He cast an amused glance toward the closed door, "And somehow, I don't think Wesley will mind either." Reaching his free hand down, he placed it on her bare hip, his green eyes studying her brown. "Wesley was right, you know. You do have a big heart. I never once expected to find myself here," he began, referring to the bed. "I would have protected both of you regardless. You're a phenomenal woman, Winifred. And much stronger than you give yourself credit for."

Fred found herself blushing from the fact that he had just paid her an enormous compliment. The fact that they were both still quite naked and sitting on Wesley's bed and he had was holding her was nowhere near as important as the man in the adjoining bathroom, the one that they both loved – though she had to admit that being this close to Giles was enough to make her blush too.

"I...if you had asked me last week if I would be willing to share the man I loved with someone else, much less another man? I probably would have looked at you like you were nuts, but there's just something...there's something about you and Wesley and me that...I like, that I think we need. I know I couldn't handle this alone, no matter how strong you think I am. Sharing all of...this..." She waved her hand around expansively. "It just seemed right. Even if it was something I never thought I'd ever do."

When she dropped her hand down, it brushed across one of the scars on his torso, and she remembered the stories he had told a few days before in the hospital. She wondered briefly which ones were from what. The long one in his side, the smaller ones marking his chest – which had been given to him where? "We all have scars, you know. I think that's why we need each other."

"Not all scars are on the outside," Giles observed sadly. He had come to terms with a great many of his own personal demons – it was the benefit of age as well as situation. Wesley hadn't had that chance yet. "There's a lot you don't understand about Wesley's childhood. We were raised in the same hell, just different variations. I'll help you in that regard. He needs you most there, I think. Mainly because you aren't attached to that. But a bigger part of him will want to protect you from that. Don't let him push you away."

She nodded at his warning, knowing that she probably would never be able to understand that part of both of their lives. There was a difference between being a slave as an adult and being terrorized as a child. She could guess, sure, and probably sympathize with the pain on some level, but she couldn't imagine anyone having to live with anything like that. It was hard just to even consider it. However, she had seen things that would cause most people to hide in their closets for the rest of their lives, so she wouldn't let anyone, not even Wesley, try to protect her in that way, shutting her out and treating her like some kind of fragile porcelain doll. Even if it was because he loved her and didn't want her to see that dark place in himself.

"I won't let him," she promised. "I know a thing or two about physics – I can figure out how to counteract a repelling force, especially from a stubborn man. You're right that I will probably need help in understanding certain things, though." Shifting forward, she wrapped her arms around him to give him a hug, resting her head on his should for a brief moment. "I think for once, I'm at a loss for what to say next."

Giles smiled patiently, wrapping his arms around the slight form. Leaning his cheek against the dark head on his shoulder, he understood what she was trying to say. "Sometimes silence can speak the loudest. Our lives, they revolve around words. Wesley and myself were forced to sacrifice our childhood to words. Just be Fred. Let your actions speak for you. I guarantee they'll get through to him faster than anything you could possibly say. Except for the three I have heard you use." He nodded when she looked up at him confused. "When you told him you loved him."

Fred was about to respond when Wesley opened the door and came out of the bathroom, and from that moment, all their attention was on him. She could feel Giles' heart beating faster and could tell he was fighting with himself for control. It was a feeling she most definitely understood because Wesley...it had been true when she had thought that he was beautiful the night before, and it was even more so now, looking stronger and happier than he had been in days.

Giles, meanwhile, was surprised to see Wesley so uninhibited around them. Standing there, naked as the day he was born and freshly showered, there wasn't a trace of blush in him. Giles found the sight delicious but forced himself to behave. This day was for Wes.

Giving Giles' arm a gentle squeeze, Fred slipped off the bed and walked over to the bathroom, standing her toes for a moment to give Wesley a kiss before she disappeared inside to take her turn.

Once she left the room, leaving the two of them alone, Wesley finally looked down. All of his insecurities came back with a vengeance. Having Fred there, the only person connected with his new life, it kept him from having to face his inner demons. But here, with Rupert, he could hear his father's voice in his head.

"You're pathetic. Needy little twerp. You know you'll just screw it up. You'll drive them both away." In reflex, Wesley closed his eyes, and clenched his fists, trying to tamp down the panic that was welling up in his gut.

Giles, seeing Wesley rooted to the spot, clenched his jaw. He approached quietly, but it was unneccesary. Wesley was so tied up with battling whatever was going on in his head, he could have arrived in a tank and the younger man wouldn't have noticed. If he had to put money on it, he'd say it was Roger Wyndam-Pryce's voice tormenting his son. Reaching a gentle hand up, he cupped the younger man's cheek, stroking the skin with his thumb. He smiled when surprised blue eyes opened to look at him.

"He's not here, Wesley. He can't hurt you. Fred and I won't let him, but we can only protect you to a point. Someday, you'll have to make a stand and reclaim things for yourself," he cautioned, making certain to keep his voice soothing. He was completely unprepared when the younger man leaned forward and kissed him. The kiss was desperate, needy. Breaking it could do more damage than good right now. So Giles gave into his passion, keeping things on a tight reign, but still trying to give Wes what he seemed to be seeking. After several minutes, Wesley pulled back for air, and he looked into blue eyes darkened by need and passion. "It's all right, Wes. We're not going anywhere. Whatever the voice in your mind is telling you, it's wrong."

He gripped the young man's hand and led him over to the bed. Sitting him down, he reached under the bed for the sizable first aid kit and sat by Wes' side so that he could replace his bandage. Taking out the appropriate ointment and gauze, as well as two rolls of tape, he set about covering the wound. Giles gasped softly as he started to tape down the fresh bandage when he felt long slender fingers wrapping around his penis. Closing his eyes, a groan emitted from deep in his chest as he felt the long firm strokes on his rapidly filling fresh.

"Wes, we shouldn't start something we can't finish right now," he managed to rasp, his hips moving of their own volition into the younger man's hand.

All this meant that the possibilities for the future were enormous – retrieving Connor, returning with Giles to Sunnydale, living as a family. For the first time in a long time, she was actually letting herself think about a long-term future, something she had never let herself do in Pylea and hadn't been able to do while living at the Hyperion.

Turning off the water, she stepped out and wrapped a towel around her hair briefly while she dried off. She hadn't brought anything in with her, so she would have to do what Wes did – walk back out stark naked. She would get something to wear from her bag while Giles was showering. After hanging the towels back up, she opened the door and walked back out in the bedroom, stopping short at the sight before her, a smile crossing her face.

"I thought the idea was to actually get out of this bedroom sometime today, but if plans have changed, can anyone join in?"

Giles vaguely heard someone say something to him, but the motion of Wesley's hand on his body was making it hard to thing. He didn't notice the other man's smirk when he leaned his weight back on his elbows, exposing himself further to Wesley's attention. He could feel the fine sheen of sweat breaking out on his skin but wasn't aware of anything but the blood roaring in his ears.

Wes had heard Fred's question, however, and turned to look at her, his eyes lit with a mischievous smile. He waved her over, continuing his ministrations on Giles' body. Leaning over on his side, he found the other man's mouth, tasting the hunger on his tongue. It was heady.

Fred felt her smile growing wider as she walked over to the bed and joined them. Giles seemed to be well and truly caught up in what Wesley was doing, and when he leaned over to kiss him, she swallowed at the sight. Sliding behind Wes, she wrapped her arms around him, caressing her fingers over his body.

"You two are beautiful, you know that?" she whispered in his ear.

Wesley broke the kiss, looking over his shoulder when he felt Fred's hands on his skin. He looked down at Giles' leaking penis, using his thumb to smear a generous amount of precum on it. He held it out to Fred, for her to taste. His own whispered moan bubbled to the surface when her lips wrapped around his digit, her tongue swiping over the pad. He nodded his head toward Giles. If the day was to be for him, he wanted this moment to be for Rupert.

Fred closed her eyes briefly at the taste of Giles on Wesley's finger, and then she opened her eyes again, seeing him motioning toward the older man. She understood what he was saying without any words and slowly slid from behind him off the bed again. She moved herself in between Giles' legs, running her hands up along his thighs to his balls, which she began to caress as she leaned in to run her tongue up the underside of his shaft.

Wesley smiled to himself, seeing the glazed look in those loving green eyes. The man was lost in the pleasure. He understood what Giles had been trying to do. But with Fred's help, they could do this for him. When she moved between Rupert's legs, Wes slid his hand up the other man's torso, and cupped the back of his head, swallowing the groan that he knew his other lover had caused. He could feel the trembling in the other man's bulkier form. Even lost in his passion, Rupert still did what he could for them. The strain of keeping himself still could be felt in every taut muscle.

Giles' thighs quivered around her as she lapped her tongue over the end of his cock and continued to cup his balls gently in her hand. Moving herself up closer, she took him in her mouth, sliding her lips down as far as she could comfortably go. This wasn't something she had really ever done, so she was a bit worried about doing something wrong. Giles, however, seemed to be enjoying it, if the sounds he was making – muffled by Wesley's mouth – were anything to go by. After a few minutes of sucking at him, she found her jaw hurting a bit and went back to licking him again.

Wesley was a bit surprised when the other man broke the kiss, his head thrown back in pleasure. Reaching down, he pinched the hard nipple between his thumb and forefinger, smiling down at Fred when Giles cried out.

"Close," Giles ground out, releasing a loud cry when Wesley seemed to redouble his efforts. "Fred!" He called her name as a warning as he felt his cock lengthen and surge.

Fred had been alternating between sucking and licking when she heard Giles call her name and pulled back just in time. Wesley wrapped his arms around his shoulders to hold him as his cum came shooting out, splashing across his stomach and chest. Crawling up onto the bed on the other side of him across from Wesley, she ran her finger up Giles' abdomen through the cum and then held it out to Wesley as he had done with her earlier. He opened his mouth, sliding his lips around her finger, sucking Rupert's cum off her skin. His blue eyes lit with laughter when he heard the older man groan loudly.

"Bloody hell, the two of you are going to be the death of me," he gasped, his breathing finally reaching a manageable level. Wesley shook his head, finally sliding his arm from around Giles' shoulders. Rupert and Fred kept telling him how beautiful he was, but his old friend had no clue that like this, skin flushed, shining with sweat, cum splashed across his belly, Rupert was the definition of beautiful.

"After what you did to us last night, I think it was your turn," Fred said. "Besides, if you die, you miss all the fun, and that's not good." Looking over at Wesley, she couldn't help but grin, seeing the look in his eyes, the way he was enjoying this. "Plus, as I told Wesley, both of you are beautiful."

Giles looked up at both of them, giving an undignified snort when she referred to him as beautiful. Wesley with his eyes and lean body was beautiful. He knew he was the vision of a patchwork quilt. Green eyes met blue with Giles giving him a mock glare. "Now that you have had your fun, may I please take my shower?" he asked, before turning to face Fred. "Thank you."

He was talking to both of them but still looking at Fred. Kissing her gently, he turned and kissed Wes before standing. It took him a few moments before he trusted his shaky legs to support his weight.

"Try not to wear him out, I have plans for you both, later," he teased the woman they both adored. Humming to himself happily, he made his way into the bathroom

"Would I do that?" she shot back.

Wes watched him go, before turning to face Fred. He was a bit surprised she had taken to including Rupert so easily in what they had. But he supposed with her declaration of her own feelings for the older man, he shouldn't be. He smiled warmly, ducking his head down towards her. 'Thank you,' he mouthed, before pressing his lips to hers.

Wrapping her arms around him, she held him tightly as they kissed until finally, they had to break apart, and she rested her forehead against his. "You don't have to thank me. Been a hell of a few days, hasn't it? I told Giles that if anyone had told me I'd be doing this, I would have thought them crazy. But you know...this...now...it's just...right."

Wesley nodded, understanding what she was trying to say. It did feel right, Rupert with them. He wanted to tell her even one of the million thoughts running around in his head and found it frustrating that he couldn't. Hell, he wanted to be able to say 'I love you' in his own voice. Reluctantly, he reached for the pad on the nightstand.

Never, in a million years, did I ever think to be here with either of you. Especially after I hurt you. And Rupert, I treated him like a senile old fool when I was in Sunnydale before. I was an idiot on both counts. Yet both of you are here. I don't understand it, but I'll always be thankful for it, he wrote on the pad.

"You didn't hurt me," she whispered to him once she read what he had written to her. "And I made just as many mistakes – more possibly. But yes, we're here, and we're don't going anywhere, so don't ever think that we are. Everyone is entitled to make mistakes, and everyone is entitled to have those mistakes forgiven and forgotten. That's what the others didn't get. We love you, Wesley. I love you."

She gave him another kiss, knowing that they needed to get dressed soon even though she was quite enjoying this. "Should we...should we get ready?"

Wesley took a deep breath, staring down at the pad. He wrote something really quick, then passed her the pad, before standing and moving to his closet to pick out some clothes.

I love you, so much, Fred. It's killing me right now, not being able to say it. I want you to hear it, to know it. I don't know what my voice is going to be like once my throat heals, but I will find some way to be able to say it.

Fred found herself sitting on the bed, staring at the note with tears forming in her eyes. It was amazing how such a simple thing like a voice was so often taken for granted. The ability to say words that held so much meaning without having to think about that part of things...

Getting up, she walking over behind Wesley and wrapped her arms around him from the back, pressing her cheek to his back. "I don't care what your voice sounds like. That you'll be healed and knowing that you love me – no matter how you're able to say it or what it sounds like – will always be enough."

'It matters to me,' he mouthed when he turned to face her. Wrapping his arms around her slight form, he wasn't sure how to handle the fullness this amazing woman brought to his heart. After several moments, he pulled back, reaching into the closet for his denim shirt and a pair of blue jeans. He held up the two, wanting Fred's approval. Today was about fun, about comfort, and apparently – according to Rupert – about him. He still wasn't sure about the haircut, but if it would make them both happy, he would subject to it willingly.

She nodded at his choice – she wasn't sure what exactly they were going to do after the haircut, but the shirt and jeans seemed a safe choice. And she was sure he'd look great in it, even though she hadn't often seen him in jeans. In fact, the trip home from the hospital was probably the first time she had.

"Looks good," she told him. "I'm going to go look for my bag, which I believe is still out in the other room. So you get dressed while I go find what I'm going to wear." She gave him another kiss. "And I'm sure your voice will be fine. Even if you have a bit of a roughness to it, that'll just make it even sexier than it was."

Winking at him, she hurried out into the living room and found her bag, rooting around until she pulled out a green cotton top with spaghetti straps, a matching skirt and set of panties, which she brought back into the room for Wesley to approve in turn.

Wesley slid the jeans on quickly, not bothering with boxers. It was another thing his father always got on him about. He gave a mental shrug, figuring this was the first step in telling his father to stuff it. He put on a white tank top underneath the denim shirt, tucking both in just as Fred returned to the room. He looked at what she was carrying, giving a nod as his mind wandered, filled with the possibilities of that outfit. Milky skin, not only exposed to his eyes, but also more accessible to touch. He held his hands out at his side, presenting the finished picture to his love.

Fred found herself staring – even with the somewhat scruffy hair that would be taken care of soon enough, he looked unbelievably yummy in the jeans and shirt. Especially in the jeans. "You should wear jeans like those more often," she told him. "They show off your–" Ass "–they look really good on you."

Wesley found himself blushing. Despite having been thoroughly made love to by both his lovers last night. the idea that Fred was checking out his arse embarrassed him. He smiled shyly, lifting his eyes a bit to watch her as she got dressed. She pulled on her panties and skirt and then pulled the top on over her head. He didn't know why, but a part of him was thankful when she decided to forego the bra.

She thought about pulling her hair back, but then decided to leave it down. "Just need the last member of this group, and we'll be ready to go," she said, crossing over and slipping her arm around Wesley.

"I suppose that would be me," Giles remarked, standing in the doorway. His manner seemed quite natural, despite the fact that he was stark naked. "And she's right, those jeans show off your 'assets' admirably." He smirked, tossing his own jeans and an emerald green shirt on the bed to get dressed. "Absolutely delicious, both of you."

As he slid on his own jeans, Fred looked over at Wesley with a grin, thinking about what they had done with Giles earlier. "I'd say the same goes for you, Rupert." The shirt he was buttoning up looked wonderful on him, setting off his green eyes the way the shirt Wesley was wearing set off his. "I think I'm going to be going out with the two best-looking guys in at least the whole of California."

Once Giles was finished getting ready, they looked at each other.

"Off to the barber's first?" she asked.

"Definitely," Giles said, looking at Wes. "Might even get a trim myself, just so our boy doesn't feel so ganged up on." He rubbed the back of his neck, feeling a little bit of length that could come off. "And I'll check my messages in the car, to make sure Anya hasn't burned down the Magic Box," he joked, tucking his wallet in his back pocket. He grabbed his cell phone out of his jacket, giving a sheepish look when Wesley snorted. His reputation as a technophobe was notorius. "Yes, I have a cell phone...prat. It's only for emergencies."

Fred raised an eyebrow after grabbing her purse from the dinner table as they headed out of the flat. "You have something against cells?" she asked while Wesley locked the main door. Once that was done, they walked down the elevator. She could see that Giles wasn't exactly comfortable in the way he was holding it. "I remember being so surprised at how small they had gotten in the time I was away. I took the first one they gave me apart – wanted to find out how they had managed to do it. An–a few...people weren't too pleased by that."

"I have something against most technology. Which is ironic. Jenny, the woman I told you about, she was the computer teacher at Sunnydale High. She used to tease me about my distaste for anything after the twelfth century. I gave in and got this beastly thing after Buffy and Dawn's mother passed away last year. I wanted them to be able to get a hold of me any time they needed me," he explained as they exited the building, heading toward his car. "I'm still not fond of them, but I do admit, they serve a purpose."

She nodded. "Guess that means I'll be the techy one of sorts. I always end up doing the computer searches most of the time, even though it's Wesley's laptop." When they reached Giles' car, she nodded toward the back seat. "I'll take the back again. You can sit up front, Wes. 'Least I don't have to share it with the wheelchair this time."

Wes wanted to get the haircut part of this day over with. He knew Rupert well enough to know the other man would give him no peace today unless he acquiesced. And in this, he had a co-conspirator. A beautiful, brown-eyed co-conspirator. He didn't stand a chance, and he knew it. He slid into the passenger seat, lost in thought about his lover – correction, lovers. Maybe he should stop thinking so much. They had both made it clear that they were there by choice, even though he was at a loss why these two amazing people would give him the time of day.

"Stop it," Giles chided, gently as he drove. He smirked when Wes plastered a blank look on his handsome face, acting like he didn't know what he was talking about. "I know you, Wesley. So stop brooding and just accept the fact that Fred and I want to be here." He caught Fred's amused gaze in the rearview mirror. Out of the corner of his eye he spotted a barber shop and immediately made the turn into the parking lot. "And get ready to get that mop cleaned up."

Fred covered her mouth with her hand, trying not to laugh out loud at Wesley's face in the mirror. He was so adorable at moments like this. She knew that after what had happened, it was difficult to get used to two people being there and refusing to leave. He would get used to it, though – she and Rupert would make sure of it.

They made their way into the shop, which wasn't busy at all. The barber who served Wesley seemed a bit surprised at the bandage on his neck but said nothing about it and instead set to work shortening his dark hair. Giles, meanwhile, sat down in the next chair, and the other barber set to work on his hair. Fred watched them both with a grin as she leaned against the wall. Soon, Wesley was sitting there with a short, slightly spiky haircut. She loved it and could see Giles did too when they exchanged approving looks. Then the barber made noises about Wesley's stubbly face, but she shook her head – razors and having them near his neck were probably not a good idea at the moment. Besides, they could take care of that easily enough when Wesley was ready. It would probably be better if one of the two of them, someone he trusted, did it for him anyway.

Giles also had to force down the protective instinct when the barber mentioned shaving Wesley's face. Truth be told, the slightly scruffy look on the younger man suited him. It made his handsome face more manly and less boyish. He smiled, looking Wes up and down, sharing a look with Fred. They both approved. The sparkle in his green eyes showed the new look caused more reactions in him than just approval.

Giles' trim was soon finished, and Fred made a point of looking both of them over as they stood up from the chairs. "Both of you look great. I love this look on you, Wesley," she said, reaching over to run her fingertips across the short hairs on the back of his neck. Between the clothes and the hair, the whole look really suited him.

Wesley ducked his head, blushing at their clear praise. Seeing the hunger in Giles' eyes made the corner of his lips curl slightly in a smile. Reaching up a hand, he rubbed the back of his neck, sheepishly. He still wasn't certain about the look, but Fred and Rupert seemed certain. He met Fred's gaze when Rupert stood to pay for the cuts. He arched an eyebrow, allowing the unspoken 'Do you really like it?' to come through.

She nodded vigorously to the question in his eyes and expression, taking his hand and pressing up against him while they waited for Giles for finish the transaction. "You look incredible," she told him in a low voice. "Absolutely amazing."

Even with the glasses, he looked more roguish than she could ever remember, and it was definitely something that turned her on. Giles' idea for the haircut had certainly been right. Trying to play it nonchalant, she caressed her hand over his jeans-clad ass, but she couldn't help it and a smile played across her face.

Giles chuckled deeply at the scene before him. For someone new to this lifestyle, Fred was certainly finding her pace quickly. "Come on, let's get him out of here before you try and unwrap him," he teased her, maneuvering the three of them out the door as she turned quite a bright shade of pink. Once they were outside, Giles suddenly stopped, placing a hand on Wesley's arm. He removed the man's glasses and uttered a soft groan. "Good god, we have got to get you contacts." Wesley's eyes were entirely too expressive, and he knew he wanted to see them – wanted to see the hunger, the pleasure, radiating from the blue depths.

Fred looked over his shoulder, seeing Wesley's eyes and remembering what they had looked like when she had been above him, making love to him. "He's right. Having contacts would suit you. You wouldn't be hiding your eyes anymore." About melting at the look that Wesley shot her way when she said that, she wondered if he had used the glasses for just that – to hide. He usually kept his feelings under the surface, but his eyes gave him away like nothing else.

Giles smiled knowingly. He was willing to bet that that thought hadn't occurred to Fred until now. She hadn't had to learn the art of not drawing attention to yourself until her stay on Pylea, but for someone like Wesley with his eyes, so blue, so inquisitive, so expressive, the need to cover them was more than just based on sight. In his world, with Roger Wyndam-Pryce, it was a method of survival.

"Come on, you two. Let's go see a movie. My treat." He draped his arms around both their shoulders and led them over to the car. "We'll drive around for a bit, see what's playing."

"Sounds good to me," Fred said, looking over at Wesley, who smiled and nodded in agreement. A movie would be perfect – she knew that he was probably still a bit uncomfortable being out with the bandage on his neck. Many people couldn't help but stare.

They piled into the car and headed around, checking out some of the local theaters marquees. As they passed one, Wesley reached over and tapped Giles on the shoulder and pointed while Fred leaned over to see which movies were being played. Then she grinned.

"Die Another Day?" she asked, not sure that any of the other movies seemed the type either Giles or Wesley would be interested in. Besides, it was Pierce Brosnan, and she had always liked him.

Giles rolled his eyes, thinking about Pierce-bloody-Brosnan in a James Bond movie. He believed that Sean Connery would be the only Bond. And he knew that Wesley agreed with him. But sparing a glance at the other man, he followed Wesley's gaze, clearly noting Fred's excitement in the rearview mirror. Wesley was right; they would submit because it was what she preferred. The younger man had given in on the haircut for precisely that reason, so he could give in on the movie. Besides, it wasn't as if they were actually going to see much of it, he had a feeling.

"All right, Bond it is," Giles conceded with a grin as he pulled into the theatre parking lot.

Since it was the middle of a weekday, the theater wasn't very busy. Giles paid for the tickets, and they headed for the concession counter first to get a large box of ice cream bonbons to share between the three of them since Wesley couldn't have popcorn and Fred and Giles didn't want to make him feel bad by having any. When they went into the theater the movie was playing in, there was only a few other people in there. They looked at each other and then went to the last row, sitting down with Wesley in between her and Giles. With a grin, she opened the bonbon box and handed it to Wesley.

"You're in the middle, so it's only fair," she said, reaching over to take one.

Wesley was touched by their concern. He didn't want Fred to think she had to deny herself, just because of him. But one look into her dark brown eyes told him that the only thing she was interested in was the company, not the food. He took the box from her with a slight smirk, before taking a bonbon for himself. Angling the box toward Rupert, he jumped slightly when the lights dimmed quickly and the previews started.

Fred slumped down a bit when the lights went out in the theater and leaned her head against Wesley's shoulder, careful that she didn't get near his bandage. Popping the bonbon in her mouth, she reached a hand out to rest on his thigh. The movie previews were typical – the upcoming Lord of the Rings movie, the next romantic comedy of the year (which, while Fred liked those kinds of movies, looked to be rather silly all things considered) and some action-adventure movie from Jerry Bruckheimer. Glancing over at Wesley, she gave him a smile and caressed his thigh a bit, realizing that they could get into a quite a bit a trouble if they weren't careful.

Wesley smiled down at the dark head on his shoulder. Pressing his lips to her hair, he settled into his seat. When her hand landed on his thigh, he found himself opening his legs wider, almost as if it were a reflex. He wondered if this was the reason why they had subconsciously chosen to sit in the back. With a shaky hand, he tilted the box toward Rupert and looked at him curiously when the older man shook his head. Instead, Giles leaned over and threaded his fingers in his now short hair. What Rupert said to him, caused his breath to catch in his chest.

"I'd much rather taste it this way," he whispered, before kissing him.

Fred had to suppress a chuckle when she saw Giles kiss Wesley. Oh, yeah, they were definitely destined to get into trouble. Her hand inched its way up his thigh, tracing patterns on the inner seam of his jeans until she reached her destination. She cupped him through the denim, and did chuckle under her breath this time when she felt him squirm a bit. The movie had started up on the screen, but she realized she already didn't even know what was going on because she was having too much fun focusing on what was going on right there in the back row.

Wesley whimpered into Giles' mouth under the double assault. His shaft was rapidly filling, feeling Fred's fingers almost demanding his reaction. His legs fell open, inviting her further, not even worried about the fact that they were in public. Rupert wasn't giving him time to think, his tongue invading the younger man's mouth, caressing every corner, memorizing his taste.

Giles knew this was the best chance they had to push. They had to get through to him, make him see that pity had nothing to do with why they were there with him. Wesley had no clue how desirable he truly was, breathless, so wanton, skin flushed, blue eyes begging for more. But what made him most desirable was his big heart.

Fred glanced up and saw Giles look over at her briefly before turning his attention back to his kiss with Wesley. She leaned over and kissed him behind the ear before taking the bonbon box from him and setting it on the chair beside her. Then she raised the arm of the seat between them and moved a little closer to unzip Wesley's jeans. A breath caught in her chest as she did, her eyes darting around the theater to make sure that no one had heard or looked back and seen. Once she was sure, she reached into Wesley's jeans – her smile widening at the fact that he wasn't wearing boxers – and wrapped her hand around his shaft, rubbing him.

Wesley's hand gripped Giles' forearm as Fred's warm palm closed around his cock. He bit down on his lip, trying not to make a sound, as the hand kept moving up and down his shaft. He didn't even notice the calloused hand, cupping his cheek.

"Look at me, Wesley," Giles whispered, needing his attention. He could see the younger man fighting to keep aware despite the pleasure running rampant through his body. When bleary, blue eyes focused on him, he smiled. "We want to be here, with you, for you. And no matter what happens, you'll never be alone again," he promised, before claiming his mouth once again.

"He's right," Fred whispered softly in his ear. Her heart was beating loudly in her chest, part of her amazed that she was actually doing this in a theater of all places – there was every chance that someone would turn around and know what they were doing or that the staff would be alerted and through them out or have them arrested. But she didn't care. She knew as well as Giles did that Wesley needed this. Needed to know that they were willing to do anything for him, no matter what it was. "We love you, Wesley. Always."

Taking a deep breath, she slowly withdrew Wesley from his jeans and leaned down, taking him into her mouth like she had earlier with Rupert. She knew her jaw would begin to ache soon, but that was okay. She just wanted Wesley to enjoy this.

Giles laughed softly when Wesley whimpered. He was a little surprised at Fred's new found brazenness but also overjoyed. With the lives they lived, honestly, worrying about an arrest or getting thrown out of the theatre seemed trivial. Reaching one hand down, he stroked her brown hair while she worked.

"Shhh, quiet, Wes, or we're going to get caught," he whispered, cupping the back of Wesley's neck, turning his head slightly to look at him. He could feel himself getting harder but tamped down on the feeling. This was for Wesley. He would fulfill his own desire later.

Fred shuddered a little when one of them – she wasn't completely sure who because she was still learning their individual touches though she thought it might be Rupert – put his hand on her head. She was getting very turned all by all this, the familiar ache starting deep inside her. She would have loved to have sat on Wesley's lap, to have taken him inside her, but she knew that would be pushing things. They could do that later.

Pausing for a moment, she rubbed her jawline where it was starting to throb a bit from working on him and then swirled her tongue around his tip. She could feel him tensing beneath her but didn't pull away.

"Good boy," Giles whispered, feeling the tension in Wesley's back. It was clear that he wanted to thrust but was forcing himself not to. "She wants to show you, but she's new. Be careful with her."

He breathed in the younger man's ear before drawing the lobe in between his teeth. He arched an eyebrow in amusement, watching the way that Fred was shifting in her seat. Ripper was chomping at the bit to play. Silently, while she worked, he slid one of the spaghetti straps to the side and moved long graceful fingers under the material. He grinned when he encountered no other barrier, and long digits rolled the nipple between his fingers.

Fred almost gasped when Rupert's fingers cupped her breast, sending a jolt through her body. She paused in what she was doing for a moment, not wanting to bite down and hurt Wesley, and let out a soft – almost imperceptible – moan. Her eyes falling closed, she continued again, drawing her tongue up the underside of Wesley's shaft as she moved him in and out of her mouth. She didn't even care where they were anymore. All that mattered was the three of them.

Giles grinned feeling her reaction. Her nipple immediately hardened under his ministrations. He leaned forward, nipping at the skin of Wesley's throat. "Look at her, Wes. Focus. Hot, wet mouth wrapped around you, tasting, almost demanding. This is turning her on too. Smell it, Wesley, that hint of musk. She's wet, probably scorching, with that knot of need in her belly...just waiting to be filled by one of our cocks." He nearly laughed when the grip on his forearm tightened, and Wesley whimpered. He pried the fingers from his arm and placed them on Fred's bare thigh. "Feel it, Wes. Feel her. She's dripping for you," he whispered.

Almost against his will, Wesley's hand slid up Fred's thigh, his fingers brushing the crotch of thin, damp, panties.

Fred moaned again when she felt him trace over her while Rupert's hand continued to knead her breast. She could Giles murmuring, every word true. Oh, God, she wanted them – wanted them both. Being in this public place, having to be quiet, was driving her crazy. She paused for a moment to take a breath and reached over to rest her hand over Rupert's cock, which she could feel was getting hard inside his jeans. She looked up at both of them, their faces illuminated just by the light of the cinema screen, then tilted her head back down and exhaled air over Wesley's tip before sliding him into her mouth again.

Long, nimble fingers slid under the elastic and into her wet heat. Rupert was right, God, she was so wet. He wished he could just draw her into his lap and slide into her. He was biting his bottom lip, trying to stay silent under the assault of this pleasure. He could feel her internal muscles gripping his fingers, and he plunged them in and out of her. His breathing was ragged; he could feel the tight coiling in his lower back. He gasped loudly when he felt Giles' fingers slide into his jeans and curl around his scrotum. The other man leaned over and whispered something to Fred. But the thundering in his ears prevented him from hearing what was said.

"He's close, luv. Use your tongue under the crown. The ridge is sensitive. And increase the suction," he told her.

The rush of sensations was dizzying. Wesley's fingers pushing inside her caused her to tremble and rock against him while her jaw throbbed from the strain she was putting on those muscles, and then Rupert's breath on her ear sent another jolt through her. She managed to control herself, though, and did as he instructed, running her tongue along underneath the head of Wesley's shaft.

"Wesley," she murmured and sucked a bit harder though she was still careful as she wasn't completely sure how much might be too much.

"It's all right, Fred, he likes a firm touch," Giles explained to her. He smiled up at Wes. His gorgeous blue eyes had glazed over – the man was truly lost in pleasure. He turned his attention back to his other lover. "Open your throat, slide him a little further back. Swallow around him." Giles could tell how close the younger man was. "He's close. If you don't feel you can do this yet, pull back. Either way, we share," he smiled.

It was something they had agreed on from nearly the first moment they met. Sharing Wesley. First it was his care, now it was his body and emotional upkeep. They were in it together. To convince this remarkable man that he was loved.

Fred wanted to see this through. She wanted to make Wesley see how much he was loved, how much both of them were willing to do for him. And that meant anything, even if it was a bit painful. Opening her mouth a bit wider, she took him in a deep as she could, pressing her tongue against him and swallowing. She could feel him jerking a bit underneath her and continued sucking until he gave them what they wanted.

Giles clamped his lips over Wesley's just as he felt the surge pass through his scrotum. He hoped the shock wasn't too much for Fred; she seemed determined to do this. He pressed a hand into Wesley's hip, holding him in the chair so he wouldn't drive himself deeper. He could feel Wesley's instinct to break the kiss, throw his head back and cry out. So he gripped the other man's neck, holding him tight, and pressed his tongue past the warm lips. When Wes sagged back into his chair bonelessly, Giles finally released him and turned his attention to the beautiful brunette on the other side of him.

Fred didn't pull back when she felt Wesley pulse, the salty taste of him flooding her mouth as his fingers stilled within her. She swallowed a bit, feeling a slight burning sensation in the back of her throat, but remembered what Rupert had said – that they would sharing this – and held the rest in her mouth. Sliding her lips from around Wesley, she sat up and saw that he had resting back against the back of the chair. Rupert, however, was looking at her expectantly and with a smile, she leaned forward, reaching out to pull him toward her so they met directly in front of Wesley. When their lips came together, she opened her mouth slightly, allowing Rupert's tongue to taste Wesley still on hers.

"You did very well, but don't think we've forgotten about you," he said when they parted again, moving his hand along her thigh to join Wesley's. He stroked the hand under his, encouraging Wes to move. Once it did, his own fingers sought out her nubbin, rolling it between his thumb and forefinger. He could feel her wetness sliding out on to both of their hands, and smiled. "Your turn. Let go, Fred," he demanded, chuckling when he realized the force of Wesley's hand had increased.

Gasping, Fred fell back and buried her face against Wesley's shoulder, the feel of the two hands – one in her, one caressing her – almost more than she could take. Electricity was shooting up her spine and through her limbs, making her feel like she was both being turned into jello and starched rigid at the same time. She wanted to scream out, and the strain of forcing herself to stay quiet just added to the trembles that were about to take her over completely.

"Wes...Rupert...oh, God," she gasped, her voice muffled by Wesley's shirt.

Giles concentrated on the juncture between her thighs. He kept moving his hand, keeping the rhythm, not giving Fred a moment to recover. He smiled, feeling her hips shift against his hand hard. "Let go of this, Fred. I want to feel your juices coating my fingers." He leaned in closer, his smile slightly more mischievous. "We're going to drink from your body tonight, luv. With tongues, and teeth, until we hear you scream our names until your throat is raw," he promised her softly.

That did it. His words combined with the movement of their fingers relentlessly pushed her over the edge, and as she let out a soft sob, her body began to shake. Wesley's fingers continued to push within her as she continued to thrust against both their hands, her spasms grabbing hold on them. Her entire mind spun with the overload of sensations, and she grabbed onto both Wesley and Rupert to try to steady herself.

Giles leaned over Wes slightly and gripped Fred's shoulder gently until he felt her body go slack. Holding her eyes, he slowly withdrew his fingers from her panties and held them out to Wesley. His body was already tight with arousal, and the feeling of Wesley's tongue curling around his fingers, tasting Fred's musk, only made him harder. He smiled when he saw Wes' wet fingers in front of his face. Closing his lips around the digits, he cleaned off all evidence of her release off of his hand. He had just released Wesley's fingers from his lips when he caught Fred's gaze. The heat burning in those dark eyes could burn him alive.

Fred watched them lick each other's fingers in the flickering light of the movie screen, unable to breath. She had never realized how arousing such a sight could be, how amazing it was to share and be shared by two other people, especially two other men. It made her feel giddy, and God, how badly she wanted them – to just be with them, somewhere alone, doing what Rupert had promised, having both of them in her, watching them with each other again like the previous night.

Shifting herself up, she leaned over and kissed Wesley, tasting herself and wondering if he could taste himself too. She reached out to pull Giles closer so as soon as their lips parted, she was able to turn her head and kiss him too.

Giles was practically vibrating. His body was like a bow string pulled taut. He could still taste Wesley in her mouth, wondering if she could taste herself in his. Slowly, he pulled back, watching Wesley tuck himself back into his jeans with a hint of a smile. He pressed his hand over the prominent bulge in his own jeans, shifting it around so that he could sit comfortably (well as comfortably as one could with a raging erection). Looking up at the screen, he gave his young lovers a moment to themselves. He took several deep breaths, trying to calm himself enough to at least make it to the loo.

Fred pushed her strap back up her shoulder and smoothed her skirt down over her knees, glancing at both Wesley and Giles as she did so. She couldn't believe they hadn't been caught. She couldn't believe they had just done that.

Of course, it had been wonderful.

She had no idea what was currently going on in the movie. There was Pierce Brosnan, but whatever James Bond was chasing after, she didn't know, and really didn't care. All she cared about were the two men sitting next to her. Wesley seemed stunned by what had just happened, by the fact that she and Rupert had done that in such a public place. And Giles himself... She could see he was shifting about a bit uncomfortably.

Leaning over, she whispered, "Should we go?"

Wesley looked over at Rupert and could see that he was in a considerable amount of pain. He nodded at Fred's suggestion to leave. None of them seemed particularly interested in the movie anyways. Taking Rupert's hand, he stood, taking a second to test his weight. He felt the delicious ache in his body from being able to experience that release. Wesley shook his head with a smile, unable to believe that both of them had just done that for him. He tugged on Rupert's hand, bringing him to his feet. He sympathized with the wince that crossed his lovers face when the sudden change in position rubbed denim across hard flesh the wrong way.

Fred could see that Giles very definitely needed either a moment to himself or release, and given that they would be pressing their luck with anymore of what they had just been doing, getting him to the nearest bathroom seemed to be the best option at hand. She moved out of the row and then waited for Wesley and Giles to join her in the aisle and circled around to Giles' other side so both she and Wesley could help shield his current condition from any lookey-lous.

As they hurried out, she saw one woman staring at her with a disapproving look on her face. Fred wondered if she had seen what they had done or if she was just judging her on the fact that she was at a movie theater with two men. She didn't care, though. So what that she was with two men? It was her decision, and so far, she wasn't regretting a second of it.

As soon as they reached the hallway outside the theater, they steered over to the nearby men's bathroom. "You guys go," she told them. "I'll wait here."

Wesley rubbed Giles' back reassuringly, leaving him facing the wall. He looked at both his lovers and seemed to come to a decision within himself. He held up one finger to Fred, telling her he wouldn't be long. He wanted to make sure the bathroom was empty. Finding it so, he smiled. They had taken a chance for him, now it was his turn to return the favor. Quickly, he ducked back out the door and grabbed both Rupert and Fred's hand's, pulling them inside. Ushering them both into the stall, he grabbed some paper towel and a refill packet for the soap dispenser. Stepping inside of the stall, he wasn't entirely surprised to see Rupert still standing. Long, agile fingers quickly undid the snap of his jeans and lowered the zipper, bringing the older man's jeans down over narrow hips. He sat Giles down on the single toilet in the stall, before taking a knee in front of Fred. Without hesitation, he reached under the skirt, and pulled her panties down long legs, before sliding them into his pocket. He looked pointedly from Fred to Rupert, wordlessly telling her what he wanted. This was for them.

Fred's eyes opened in surprise. Here in the men's bathroom? She had never done–but then again, she had never done what she had done in the theater either. Smiling, she held her hand out to Wesley, who helped her as she maneuvered in the small cubicle so she was straddling Rupert. Looking down in his eyes, she rested her other hand on his shoulder and sank down, taking him into her, still holding Wesley's hand. Rupert was so hard, and she was still sensitive from everything they had been doing over the last twenty-four hours that she couldn't help letting out a soft whimper even though she knew that here, like in the theater, they had to remain very quiet. It just added to it all, though.

Slowly, she began moving against Rupert, closing her eyes and raising her head up toward the ceiling. No one would ever believe that she – sweet, little Fred – was doing anything like this, but she loved this. She felt free. For the first time in years.

Wesley gave them a few minutes, smiling as Rupert's head came forward and rested on Fred's chest. If this was any other man in the world but Rupert Giles, he would gut the man for presuming to touch his Fred. But at the sight of his lovers together, he felt the familiar stirring in his jeans as his cock began to fill. Slowly, he undid the top of the soap and dipped his fingers into it. Yes, this would do. Moving in behind Fred, he lifted the skirt, exposing her rear to him. He dipped one finger, coating it generously, before moving it to her opening. He gently pushed past the ring of muscle, feeling Rupert's cock moving in her through the thin wall of tissue. He moved his finger, stretching her, until he could slide in another.

When he slid his fingers into her, Fred practically stopped breathing, suddenly realizing what he was planning. She had been fantasizing about this happening, about being with both of them at once, but she hadn't thought of it happening here of all places.

He opened her until he thought she was ready. Lowering his own jeans, he stepped in behind her, coating his own shaft. In no way did he want this to hurt her. Ducking his head, he nipped at her throat from behind just as he slid into her body, filling her completely.

Any protests about this not being the place were shoved out of Fred's mind the moment Wesley pushed into her. A sharp pain shot through her for a moment, but she forced herself to relax with several deep breaths until he was completely inside her–until both of them were completely inside her. The pain subsided though there was slight edge to the pressure.

She moaned softly, "Oh, God." Her fantasies definitely didn't come close to the actual feeling.

Wesley concentrated on holding still until he felt her loosen up around him. He held Giles' green eyes over Fred's shoulder, both men concentrating on the rhythm that would be best for her. Gripping her hips, he felt Rupert's strong hands over his, felt the hard flesh of the other man through the thin walls of his lover's body. The pace started out slow...drawn out until all of them seemed lost to their passion. Then the force of their thrusts seemed to increase, rocking the thin body between them to its core.

She wanted to cry out from the sensations that threatened to overwhelm her, Rupert and Wesley filling her, thrusting into her, holding her close between them. She grabbed Giles' shoulder and held tightly, knowing they wouldn't hurt her. It was all so indescribable, her brain whirling and flitting from one feeling to another, her mouth falling open, her eyes rolling up.

"I–I–too..." Her head lolled forward to rest on the back on her hand on Rupert's shoulder as her body began to tremble again as she fell headlong into release.

Normally, Giles knew he would need longer to go over that edge, but he was already so close to begin with. When she hit her release, she constricted around him, wringing him hard. He turned his head, claiming her mouth in an effort to stifle the need to cry out. Suddenly, his cock surged, and he emptied himself into the thin body atop of him.

Wesley knew he wouldn't last long. Not after what they had pulled on him in the theatre. But he didn't care. He felt Fred's release as she clamped down on him, pulling his own out of him with such a searing intensity that he almost blacked out. He lowered his head down on her shoulder, biting down on the skin to prevent himself from crying out. He knew they had to be crushing Rupert, as they caught their breaths, but the older man didn't seem to mind. When he was certain his legs would support him, he pulled out of Fred slowly, standing to his full height.

Once she finally came down from the high of her orgasm, her entire body felt like rubber, from her legs to her upper body to her hands. She was still shaking when she realized that Wesley had pulled out of her, and as she tried to stand up, Rupert sliding out of her, she almost lost her footing and pitched into him.

Wesley caught Fred, wrapping one arm around her tightly until she no longer felt like her legs were going to give way beneath her. The other came up to stroke her face, turning her head toward him. He lowered his head, kissing her softly, and deeply. When he was certain she could stand on her own, he released her with a smile. He looked over at Rupert to find him standing as well with an odd look on his face.

Stepping forward, he cupped Fred's face and kissed her, trying to convey his thanks into every movement of his lips against hers. Giles then moved in front of Wesley.

"Thank you. It was unnecessary, but thank you all the same," he managed in a whisper, before leaning forward and kissing the younger man. Giles wasn't certain what to think. Yesterday, he had believed they included him out of some kind of need and possibly gratitude. But today, he felt the emotion surging between the three of them and didn't know what to make of it. His own emotions were in turmoil. He knew he loved both of his young lovers. Wesley with his big blue eyes and even bigger heart. And Fred, sweet Fred, who had a strength of spirit unlike any he had ever known. At first, he and Fred were joined to support Wesley. But now, there seemed to be something tangible, something important between them.

"It was necessary," she whispered, her heart fluttering now even thought her body no longer was. "You needed that release as much as we did. We weren't going to leave you out, were we?"

A part of still couldn't believe that she had done this, much less that she had fallen–yes, fallen in love with two men. People were raised to believe that a relationship was between two people, and two people only. But this...this was beyond anything she could have ever imagined, and it felt right. Had felt right from the moment Giles had stridden up to her in the hospital and taken her up to Wesley. Two men, so alike in many ways and yet so different in others. Complementary.

And besides, two lines could cross each other, but they couldn't really connect to each other to create one continuous form. Three lines could.

"Fred," Giles smiled patiently, pulling up his jeans, "in the last seven years, I can count on one hand the number of times I've had the opportunity to make love to someone." He held up two fingers in front of her. "There have been two women. One I didn't even have a choice since we were under the influence of a curse. Yes, seeing the both of you like that, in the theatre, tasting him on your tongue, tasting you off of his fingers...it made me harder than I ever remember being. But I could have gone without. This was a gift, plain and simple."

As he smiled at Wes pulling up his own jeans, Fred blushed at her misunderstanding at what he had meant. That was something she was going to have to get used to and come to understand. It was no longer her fending for herself with or without friends around. She was in a relationship with two other people who had different outlooks and experiences.

She glanced over at Wes as she reached for some tissue to clean herself up. "Making you happy is as important to me now as making Wesley happy. We wanted to do it – unnecessary or not. And..." She took a breath. "I'm glad you see it as a gift because both of you are to me."

Giles smiled and stepped forward, wrapping his arms around Fred. He cradled her head to his chest, his heart feeling lighter than it had in months. He didn't have to raise his head to know that Wesley was watching them, he could sense it. When his green eyes finally met Wesley's blue over the top of Fred's head, he was surprised by what he saw. There was still the weight of his guilt...but mostly, there was happiness, and love. Even more than there had been that morning.

Wesley stepped behind Fred and wrapped his arms around her, effectively sandwiching her in between himself and Rupert. For the first time in his life, he felt as if he had come home.

Fred closed her eyes as she rested her head against Rupert's chest and listened to his heart beat. Behind her, she could feel Wesley's heart as well as he pressed against her. For the first time in a while, she felt unconditional acceptance and love. Even back at the Hyperion, she had sometimes felt as though she was sometimes underfoot or a bit of a hanger-on or that she had to hide what she felt and could do. Here, though, she didn't have to.

"Without making the moment more mushy than it already is," she said, her voice muffled a bit by Giles' chest, "you two are the best thing to happen to me in a long time."

Giles looked down at his watch after taking a moment to enjoy their touch. "We have about twenty minutes until the movie ends. You two stay here, and I'll make certain it's clear," he ordered, quickly sliding out of the stall.

While he went to check that the coast was clear, Fred took the opportunity to clean herself up with the tissue she had grabbed and flushed it. Then she looked over at Wesley and leaned over to kiss him again. "You're stuck with both of us," she said with a low chuckle, taking his hand.

He had to wait for one man to finish up, but once he was gone, Giles returned to the stall to reclaim his lovers. "All right, come on," he whispered, leading both of them out of the bathroom into the hallway. Only then could he allow himself to take a moment to stretch out sore muscles.

Fred, meanwhile, looked up around, wondering what they were going to do next. They had left the bonbons in the theater – and they were probably melted by now, so she felt sorry for anyone who might sit in the seat. "Since the movie's been...well, not what we expected, maybe we could go for ice cream and then head home?"

Wesley nodded, starting to realize that he was truly happy, and that he was meant to be there. What they had just done, he was still reeling from the ramifications. He still couldn't believe these two wonderful people were with him, but he was beginning to come to terms with the fact that they chose to be there, and dare he even think it...they wanted to be there. He found himself laughing softly when Fred referred to the movie as 'not what they expected.' That was a euphemism if he ever heard one. He followed his lovers to the exit. Ice cream, that sounded great, and the cold would do his throat some good.

There was an ice cream parlor nearby the movie theater, so the three of them walked across the road and into the little shop, which was a bit busier than the theater had been. It looked like people had decided to take an early afternoon and get something cold since it was so warm out. They had to wait for a few minutes before someone could take their order, so they looked at the offerings while they waited.

"Something to share?" she asked. That could get them into trouble again, given the way the three of them seemed to act around each other. "Or do we want to get our own."

Of course, that could get them into trouble too.

Wesley looked up at the board, feeling a taste for a banana split. He knew with his throat, nuts and strawberry sauce were out of the question. But the mixture of flavors was making his mouth water. Giles smirked and handed him the little note pad from his pocket. The excitement in his eyes it did Giles' heart good.

Banana Split, no nuts, extra whip cream, chocolate sauce and caramel, Wes wrote, passing the paper over to Giles. He showed it to Fred with a smile.

She grinned over at Wesley when she read what he wanted. "That sounds really, really good."

The kid behind the counter looked at her expectantly, so she gave him Wesley's order while she looked back over the menu again. They could always share each other's ice cream if they wanted instead of all getting the same thing. When the server came back with Wesley's banana split, she had decided. She thought.

"I'd like mint chocolate chip shake please." She looked over at the guys, who seemed amused by her rather plain order. "I...uh...well...I never was very good with knowing what I wanted to get. It always ends up as a shake or a sugar cone."

"It's all right, Fred. Get what you want. I think I'll try a Banana Foster with the caramel ribbon french vanilla ice cream. Extra whipped cream, no nuts, extra chocolate sauce," Giles ordered, passing the young man behind the counter a twenty. "You know, Wes, this would have been a lot easier if you hadn't cornered the market on all the tastes on your order." He grinned at Fred when he noted Wesley's sheepish look at his teasing. "It's okay though. It's good to see you this happy. You should smile more. It really lights up your face."

"I definitely agree with that," Fred said as she reached out and took her shake from the counter. She took a sip of it and watched as the kid put together Giles' order. Now she definitely felt boring. She really was never good at choosing from all the options. "Too bad they don't have anything like that huge sundae Napoleon had in Bill and Ted's Excellent Adventure. Although we'd probably be here forever if we got one of those."

Both men looked up at her with blank looks on their faces, neither recognizing the reference. Fred didn't figure either of them would. It wasn't exactly a movie she imagined them showing at Watcher Academy. Although she wondered what they would make of some of the most famous people in history running around a California mall. Of course, considering what they had been up against – some in malls, no less – the idea probably wasn't all that interesting to them. Once Giles' Banana Foster was ready, they found a table outside the parlor. Most everyone else was inside the store or taking their ice cream elsewhere, so it was fairly quiet in the patio area.

Giles was focused on Wesley, not touching his ice cream until the younger man started on his. He watched him take a few spoonfuls, slowly rolling them around on his tongue before trying to swallow.

The tastes were blissful. Wesley had never developed an appreciation for simple tastes until he had been condemned to eating bland, hospital-assigned mush. Now, everything had such a rich flavor, even in this banana split. And he was enjoying it. He smiled up at Giles and nodded when the other man asked if his throat was all right.

Watching Wesley enjoy his ice cream, Fred smiled and took a sip of her shake. The kid behind the counter had put some whipped cream on it even though she hadn't asked. She raised her face a bit toward the sun, enjoying being outside – it wasn't something they did often, considering the work they did was usually at night.

Sunshine. A happy Wesley. Time spent with the two men who had become the most important in her life next to her father. This had turned out to be probably the most wonderful day she had had since returning home from Pylea.

Giles began on his ice cream, enjoying the atmosphere, just sitting here with his lovers. He noted the look on Fred's face, and grinned. "Happy, luv?" he asked her, noticing Wesley had stopped eating as if he wanted to hear the answer to this. "You look relaxed, almost at peace," he noted, wondering what was going on in that massive brain of hers.

Smiling a bit bashfully, she nodded. "It's just...for the first time since I can really remember, I don't feel like...I have to watch out behind me or have to worry that something unexpected is going to happen and break all this. I had kind of forgotten what it feels like because I had gotten so used to just running or hiding or trying to make sure that I was never caught off guard. I know we still have things that we have to get done, and we will, but this...it's just nice to have a real breather and do what we want with no interruptions." She stopped and took a deep breath. "And if you understand any of what I just said, can you translate it back to me?"

A slow, warm smile spread across Giles' face when he realized what she was saying. He had to agree. They were all good at their jobs. Jobs which afforded them very little relaxation time. Sometimes, you just had to grab the moments that you could get.

"It sounds like you trust us enough to let your guard down and enjoy this." That thought alone touched the older man's heart. "We don't expect you to be 'smart' Fred, or 'sweet' Fred or any of the above. We just want you to be you. And we'll accept whatever that means. I think, subconsciously, you know this." He paused, digging into his ice cream once again. "We know our jobs, love, and we'll get them done. But these moments are few and far between. We deserve this....time for just us." He chuckled, noting Wesley already had half of his banana split gone. "Am I close?"

She nodded. "You got it. I'm so grateful that neither of you expect me to be anything other than me. It seems that everyone else always does." She sighed and shook her head slightly, remembering her conversation with Charles at the fairgrounds, only now really understanding what it meant. He hadn't wanted her – he had wanted a trophy to show off.

Wesley and Giles wanted her. That made the world of difference.

She looked over at Wesley, who was listening while he worked through his split. It really was good to see him like this. "I take it that the split meets with your approval."

Wesley looked up sheepishly with a mouthful of whipped cream. He snapped his fingers, calling for the little pad of paper Giles had. With a laugh, Rupert passed it to him. Setting his spoon down for a moment, he scribbled something down. Passing the pad to Fred, he grinned mischievously, immediately turning back to his split.

Getting up from the table, Giles looked over Fred's shoulder at the note.

The tastes are phenomenal...but still not exciting as the company.

"Exciting, huh?" she said, trying not to laugh at the imperial air he had affected in 'asking' Giles for the paper. He was obviously getting used to them being there and helping to take care of him. "I don't think anyone has ever said I was exciting before. I mean, geeky sure. Too smart for my own good? Definitely. But not exciting. I mean, look at me. Couldn't even decide on ice cream and went with a boring old shake." She held her still mostly full cup up to make her point.

"Exciting," Giles agreed with Wesley's description of Fred as such. "You don't see yourself, Fred. I knew, before I arrived, how he felt about you. Your brilliance keeps him on his toes. Both of you are two of the smartest people I've ever met. But it's in different ways. So there's no chance of you boring each other." He smirked. "And watching you both, especially you. How that fire just smolders in your dark eyes when one of us touches you." He met her dark gaze, his green eyes flaring at the memories that passed through his mind. "Contrary to what society thinks, a man isn't always into the simple act for pleasure. To see your partner respond to your touch, like you do with us, their eyes glazing over, skin flushing, panting...so wanton. To me, it's more arousing than just 'making love.' I can look out onto this street and pick out at least a dozen women that you would compare yourself to and no doubt find yourself to be wanting. Wesley saw you first, but I know now what he was going on about. Those same women, they don't hold a candle to you. You're beautiful, brilliant, strong, loving, and you have a strength of spirit and character that I find lacking in so many nowadays. Wesley and I, if we chose, wouldn't be hurting for company, female or otherwise. But our lives are too dangerous to seriously consider any of these facades. Pretty, empty faces with nothing but a shell inside. You...you're the genuine article. And having that, in such a beautiful package, is immensely exciting. Whether you choose a shake or a banana split...is irrelevant." He looked toward Wesley and laughed when the man nodded hard. "And the peanut gallery agrees," he added with a smug smirk.

Fred stared at Giles then over at Wesley, then back to Giles again, unable to make herself say anything. No one – no one – had ever said anything like that to her before. She had always been considered not normal, first because of her smarts and conspiracy theories and then because of her craziness. To hear not one but two men wanted her in spite of that – because of that – made her entire insides warm like nothing else. Dropping her cup onto the table, she suddenly found herself up out of her seat and hugging Rupert tightly.

"I love you," she found herself telling him. She felt his surprise and pulled back a bit to look at him, feeling her cheeks going even pinker than they had been. "I do. I love both of you." She looked over at Wesley with this, smiling at him. "I never intended for it to happen, but it did. I've fallen in love with the two most wonderful guys a girl could ever hope to have. Being with both of you has been...amazing."

"And here you are, proving my point. I'm not blind. I know your experience with men is limited. It's not a condemnation – quite the contrary, I think it makes you even more alluring. But you have enough room here," he placed his hand over her heart, "for both of us. You have shown curiosity and openness in a situation that you had never been exposed to before...all because of this." He pressed down on her heart. "Do you have any idea how amazing that makes you. Wesley is right, you are a treasure." He draped one arm around her waist and reached the other across the table to clasp Wesley's hand in his. Blue eyes met green, and Giles smiled seeing that there was no anger, no jealousy in Wesley regarding what Fred had said to him. If anything, there was a hunger there, that hadn't been present even minutes ago. "And stop talking like this is temporary, I can't speak for the both of you, but I'm too bloody old for anything casual," he warned, letting them both know, that if they wanted him, he was in this for the long haul.

"I'm definitely not looking at this as temporary," she admitted, glancing over at Wesley, pretty sure that he felt the same way. "When we asked you in, I wasn't completely sure what was going to happen, but now...I wouldn't ever ask you to leave. And from the look on Wesley's face, I'd say that he wouldn't either." She took a deep breath, feeling her heart flutter as she looked at the faces of both men she loved. "I told Wesley in the bathroom earlier that he's stuck with both of us. That goes for you as well."

Wesley gave Giles' hand a reassuring squeeze. There was so much he wanted to say to the both of them. And especially in moments like this, he found his enforced silence frustrating. He smiled at Fred. She was doing a good job speaking for both of them at the moment. He knew he would do anything for either of them, his two phenomenal lovers. Fred with her loving nature, and Rupert – contrary to his protests – did lead with his heart. He didn't love easily, but when he did, he protected that love with the fierceness of a den of vampires. He sighed happily, again wondering how he had gotten so lucky.

Giles hung his head for a moment, touched that this woman, after knowing him for such a short time, would include him in her heart. And to tell him so, spoke volumes of her bravery. He felt the squeeze on his hand, and Wesley's thumb absently stroking the skin on the back of it. Turning his head slightly, he felt the eyes of his lovers and, for some reason, felt self conscious.

"Your split is melting," he said, nodding toward the dish that Wesley seemed no longer interested in.

"So's yours," Fred told him, pointing to the remains of the Banana Foster sitting in front of Giles' abandoned chair. She picked up her shake and opened the top to look inside. "As is mine." She looked at both of them and chuckled a bit before taking a swallow of some of the sludgy mint chocolate chip. "I guess ice cream isn't the best thing to have when you suddenly find yourself in a heart to heart to heart, huh?"

"I don't know about that," Giles remarked lightly, getting up from the table to throw away the remnants of their treats. He didn't notice Wesley take the little pad of paper and write something on the pad hurriedly. He ripped off the sheet and passed it to Fred.

Let's take him home, the note said. He smiled at her knowingly before looking at Giles' broad back.

Fred grinned widely at that and nodded. "That sounds like a very good idea," she told him, standing up and reaching over to take Wesley's hand. By the time he was standing, Giles had turned back toward them, so she held up Wesley's note. "We've decided that it's time to take you home because there are just some things to be done that aren't proper for passers-by to be seeing."

She hooked her arms through both men's, and together, they crossed back to the theater parking lot to the car. A few people stopped and stared, but she didn't notice. She only had eyes for the two men she was with.

It didn't take them long to get back to Wesley's flat. Giles paused to put the top up on his car, the radio having mentioned rain tomorrow. Not wanting to give Wesley's neighbors any fodder for gossip, the three of them seemed determine to behave themselves until they got behind closed doors. He allowed Wesley and Fred to go ahead of him, still trying to figure out when his life had taken such an odd turn. He knew there had been some questions regarding Wesley, within himself, even before he arrived. And Fred, the unexpected surprise, seemed to have a direct line to his heart. Having been with both of them, it felt like an addiction. He couldn't seem to get enough. For five years, he had done everything expected of him, stood by his Slayer, took care of his family. Now he had a chance to grab something for himself. This was his chance to be selfish...in a manner of speaking. Hadn't he earned it? His Slayer was dead. Buffy, she would want him to reach for this happiness, wouldn't she?

Wesley noted the look on Giles' face when he came through the door. He knew that look. The younger man's brow furrowed, realizing that he had to do something. His energy was quickly waning, but they were home, and his lover needed him. Keeping hold of Fred's hand, he brought her with him, while he stood in Giles' eyeline, drawing his attention.

"Wes? What...?" Giles blinked, looking at him confused. He stopped abruptly when Wesley shook his head. The unspoken order was received...no talking. His breath caught in his chest, seeing the dark head close in until warm lips covered his.

Fred watched Wesley kiss Rupert. These were her guys. It didn't seem possible that in such a short time she could have found this, but at the same time, given the life they all led, the life she had been forced into, the fact that it had happened so quickly didn't seem wrong. They couldn't afford to play carefully, to dance around things, to wait and wonder. They had to grab onto each other and hold on while they had the chance.

Giles ran his fingers through the now short hair, on Wesley. His heart was racing in his chest, the thundering of his own blood the only sound in his ears. "You have no idea how much this new cut suits you," he told him, softly, feeling the familiar stirring in his jeans. "These eyes...you are beautiful."

When the boys paused in their kiss, Fred could see that Wesley was looking tired – not surprising given what they had been doing. With a smile, she moved in closer and kissed each of them in turn, long and lovingly, then took both of their hands and led them back into the bedroom.

"Both of you take my breath away," Giles whispered, allowing himself to be guided to the bedroom. Just before they reached the bed, his nostrils flared as the familiar scent assaulted him. With a wry smile, he approached Wes and turned him, plunging a hand into his front pocket.

Wesley gasped as Rupert's fingers brushed his rapidly filling shaft. The suddenness of the attack had him so off kilter that he didn't realize that his lover was after the only thing in that pocket – Fred's panties from the theatre that he never returned to her. Just as long as the fingers continued their massage, he didn't care.

With a wry smile, Giles finally withdrew the item he was searching for. Keeping the panties balled up in his hand, he helped Wesley into the chair in the corner of the room. Once he was situated, both of their eyes met.

"You're a Watcher, so watch, Wesley. And join us when you feel up to it," he whispered before turning to face Fred. "Fred, luv. Are you still missing something?" he inquired, the amusement clear in his tone. Opening his hand, he allowed the material to dangle from his fingers. The scent of her first release was all over them. "I can smell you. Your musk is driving me mad." His grin grew, and he knew hearing the words was just as exciting as the act for a woman like Fred. "I remember your reaction, seeing me suck your moisture off of Wesley's fingers. Is that what you want? Do you want my head, my tongue between your legs, drinking you?"

Fred had forgotten that Wesley had taken her panties and hadn't returned them. Going around without them had become rather second-nature for a long time, and so she hadn't thought about asking for them back. Now, seeing Giles standing there, holding them, talking to her that way, she felt her breath begin to hitch and her heart begin to flutter. Her eyes staying locked on his, she walked forward to him, highly aware of Wesley's eyes also on her, and reached out wrap her hand over his, nodding at his question. She felt goose bumps come up on her arms in anticipation as she did, just seeing the promise that was there in his green eyes, in the way he spoke to her.

Giles let the panties drop from his hand, the corner of his mouth curling into a smile at the fire starting to build in her dark eyes. Gripping the hem of her top, he pulled it up over her head, exposing her to his gaze. Yes, she was thin, but she was beautiful. He slid down to his knees, sliding one calloused hand in between her legs. The other went to the button on the back, undoing the skirt, just as fingers brushed her vagina in a moment of teasing. Leaning back, he allowed the skirt to fall to the floor. He nudged her backwards toward the bed until the backs of her legs hit the mattress.

"Lay back," he ordered, his voice thick with arousal. When she complied, he spread her legs wide, leaning his head down between them. He began placing soft kisses on the insides of her thighs. "You smell delicious. Makes my mouth water," he mumbled between kisses, as he worked closer to his prize.

Fred gasped softly, her hands digging into the quilt on Wesley's bed as Giles worked his way up her leg, feeling like she was going to either melt into goo right there on the sheets or jump clear off the bed. Her body had been in a state of almost perpetual arousal since the night before, and it was sending her nerves into hyper-sensitive overdrive. When Rupert exhaled a breath across her, she shivered, her whole body trembling for several moments.

"Oh, God, please," she panted. "More. Need...more..."

"Soon," Giles chuckled deeply, intending to make this enjoyable for all of them. Placing one arm across her midsection to hold her, he used his fingers on that hand to open her to him completely. Leaning his head down, he trailed his tongue through her lips, tasting the accumulating moisture there. He groaned as the taste hit his tongue, sending vibrations across her opening. Pointing his tongue, he slid it as far into her as it would go. He grinned against her when she almost bucked right off the bed. Lifting his head slightly, he saw her head thrown back, skin flushed, breathless vision of his lover and felt himself harden even more. Focusing his attention back on the important things, he wrapped his lips around her clit, alternating between sucking and working the bundle of nerves with his tongue.

"Fu–ohhh..." Everything in her was focused on the sensations that were shooting through her, the feel of his lips and tongue moving across her and inside her, sending her mind spinning with every move. Her mind couldn't process any thoughts. All she knew was him and Wesley watching and that she had never felt anything like the love they were showering her with before. It tingled in her fingers and stopped her breath in her throat. "Rup–Rupert...ga..."

Continuing his motions, he lifted his free hand and slid two fingers into her body. He stroked her walls, looking for the one spot he knew would send her over the edge. He moaned, feeling her wetness surrounding his digits, her internal muscles gripping him. Redoubling his efforts, he increased the suction, pistoning his fingers in and out of her.

Wesley gasped hard, seeing the pleasure of both of his lovers. He couldn't take it any longer. Undoing the snap on his jeans, he lowered his zipper and drew himself out. He breathed a sigh of relief as the cool air hit his hard, hot flesh. Balling his hands in his fists, he forced himself to not relieve his own need. He wanted this fire welling up in his gut. Needed it...the adrenaline of it giving him energy.

His fingers moving faster, his tongue and lips working her mercilessly, took Fred closer and closer to that precipice, leaving her hanging there for a moment, unable to shout out or beg. She wanted to instinctively close her legs but couldn't, and finally everything snapped, the wave running through her body like a tsunami, sending her crashing down with a strangled cry. Blood pounded in her ears as she quaked uncontrollably, her spasms pulsing around Rupert's fingers.

He had known when she was close, feeling her muscles fluttering around his fingers, so when she clenched down on him hard, he withdrew his fingers, lowering his mouth to her opening to collect her release on his tongue. The taste was exquisite. When her trembling stopped, he pushed his weight up and onto the bed, bracing himself on his arms above her. Looking down into her passion glazed eyes, he smiled.

"Just as I thought – divine," he said, his voice harsh with his own need. "You have no idea how beautiful you look right now." He trailed a finger down her torso. "Nipples tight, skin flushed, absolutely breathtaking."

Fred sucked in a breath at the feel of his fingertip, the sound of his voice. No one had over talked to her like this or had treated her the way both of them did. Lying there on the bed, she felt as beautiful as Rupert said she did. Reaching up, she twined her fingers through his hair and pulled his face down to kiss him and could taste herself in his mouth. Long ago, she might have found the idea of tasting herself strange, but now, it seemed natural.

When they parted, she smiled up at him then looked over at Wesley, seeing the look in his eyes, his pants open with his cock out. "Are you up to joining us?" she asked him before glancing up at Rupert.

Giles looked at Wesley carefully. He could see the man was tired, but he was also vibrating with need. With two younger lovers, he knew there would be times where two played while the other sat out. Which was why times like this, with the three of them together, were meant to be treasured. He was willing to bet if he asked Wesley, the younger man preferred this method rather than a sleeping pill. This time would be for him – not that he and Fred wouldn't enjoy it as well. His brain quickly went over several options before he gave Fred a big smile.

"We'll need to unwrap him first," he smirked, getting to his feet. He extended a hand to help Fred up, intending to give her the honors.

She nodded and slid off the bed, feeling a little shaky on her legs but able to stay upright anyway. Walking over to Wes, she leaned over to kiss him deeply and then knelt in front of him on the floor. After unbuttoning his shirt and pushing it off his arms, she slid his jeans down with his help when he pushed himself out of his chair slightly, pulling them off his legs and tossing them away.

"So handsome," she murmured, running her hands up his thighs to his erect cock, tracing her finger up the underside to his tip. The reaction she got was wonderful. She then rose to her feet and helped him to stand up, pressing herself against him, not able to get enough of the feel of their bare skin against each other.

Wesley's breath caught in his throat when Fred's hands slid up his thighs to touch him. He blushed deeply when she called him handsome, ducking his head briefly. But when she traced the vein on the underside of his shaft, his head fell back in a whispered moan. He stood slowly, his body coiled tight with desire for the woman in his arms.

Giles stayed back purposely, allowing the two their moment together. He pulled the green pullover off and tossed it into the chair Wesley had just vacated. He watched Fred lead the younger man back to the bed. His smile grew seeing the love in Wesley's eyes when he looked at Fred. It was good to see him so happy after the suffering he had endured, not only as a boy but also at the hands of Angel.

She loved the way he touched her and the way he looked at her. It made her feel as warm and tingly she had felt earlier. Climbing onto the bed, she sat back and pulled him on with her, lying back so he was over her. A moment later, they were kissing again, entwined in each other's arms and legs.

Wesley was lost in the feeling of her, the taste of her. God, he loved her so much. Letting his weight drop down on top of Fred just a bit, he deepened the kiss. After several minutes, he broke the kiss, looking down into her dark eyes. He swallowed a couple of times, wanting to force his voice to work.

"Love you," he managed in a harsh whisper, relieved when he didn't taste any blood. Slowly, he reached down, curling her leg around his hip.

Giles silently got out of his jeans. He wanted to chastise Wes for trying to speak but held his tongue when he realized his young lover wasn't pushing it any further. Walking to the bedside table, he picked up the tube of lubricant. He stood by the bed for a moment, just watching them together.

Fred felt her eyes tear up when he spoke to her, telling her that he loved her. Part of her wanted to tell him that he shouldn't have risked his voice for it, but another part of her was touched by it. "I love you too," she whispered, putting her fingers over his lips to tell him silently that he shouldn't say anymore, that she understood.

Pulling back slightly, Wesley placed his tip at her opening. Holding her gaze, he bent his head, kissing her deeply as he pushed forward with his hips, filling her.

When he entered her, she gasped into his kiss, lifting her hips off the bed to meet his thrust, pulling him deeper into her. It felt like she couldn't get close enough to him, to either of them, no matter what they did. She had never wanted anyone – much less two – so badly, and she had them.

Giles flipped the cap off the lube and squirted a generous amount on his fingers. He placed a warm hand in the small of Wesley's back as he moved in and out of Fred. Starting with one finger, he slid it into Wesley's body intending to stretch him open. When the muscles started to relax, he withdrew his hand, using more lube, and brought back two and three fingers until he was completely open to him. Moving onto the bed behind Wesley, he placed himself at his entrance, allowing the younger man's movement to spear himself on him.

Wesley's breathing was harsh and ragged in anticipation of what he knew Giles was planning. He could feel Fred's wet heat surrounding him, and Giles behind him. Suddenly, he was filled and stars exploded behind his eyes. He threw his head back, barely biting back the scream in his throat.

"Easy..." Giles said softly, waiting for both of the bodies underneath him to grow accustomed to this new addition. He looked over Wesley's shoulder and met Fred's passion-glazed eyes.

She groaned, Rupert's extra weight serving to help push Wesley a bit deeper inside her. Reaching out, she grabbed Rupert's hand and squeezed it tightly while her other hand wrapped around Wesley and caressed his neck. She tilted his head back down to kiss him deeply to keep him from screaming out when Giles began moving within him just as he was moving inside of her.

Giles felt Wesley starting to tremble beneath him. He lowered his head, trailing lips and tongue across his bare shoulder as he moved within the younger man. He leaned forward, bracing his weight on his hands while he increased the force of his thrusts, pushing Wesley deeper into Fred. He could feel the pleasure wrapping itself around him and fought to tamp it down, determined that the pair under him reach their fulfillment first. Moving his head, he pressed his lips to the skin behind Wesley's ear, smiling against the bare skin when he heard the answering whimper.

Fred broke the kiss with Wesley and threw her head back against the pillow, gasping as she felt her entire body starting to tense up again. Everything inside her seemed to be spiraling up to a point just out of reach. She could see the way Wesley looked at her, all need and wanting and love and passion, and the way Giles looked at both of them the same way. It was all too much. With a cry, she gave herself over.

Giles felt Wesley tense as Fred clamped down on him, wringing him hard. He paused until he felt Wesley start to move again. Leaning back, he gripped the younger man's hips, angling his thrusts, aiming for his prostate. He knew the moment he hit it when both of Wesley's hands clutched at the pillow by Fred's head. Concentrating on that spot, it didn't take long for Wesley to go hurtling over the threshold.

Wesley couldn't think, he could barely breathe. The heat was coiled at the base of his spine, begging to be unleashed. Suddenly, he could feel the roar in his ears, and the answering roar in his groin. He heard Fred call out but couldn't have told anyone what she said if his life depended on it. His head lolled back, and he felt lips close over his, the cries of his release disappearing into the taste of Rupert's mouth.

Giles released him to sag against Fred, knowing his own release was close. With both bodies under him still panting and trembling, he managed a few more thrusts before his own will gave out, and he emptied himself into Wesley. His thoughts were fuzzy as he tried to catch his breath. But he had enough presence of mind to roll to the side, pulling Wesley with him so Fred wouldn't get squashed.

Fred's legs fell slack onto the bed as soon as Wesley pulled out of her and collapsed by her side with Giles right behind him. She had never imagined feeling like this – sore and tired and sated and happy. After a moment of staring up at the ceiling, she turned on her side, looking at the guys, both of whom looked like she felt. Smiling tired, she reached over to touch Wesley's face, then Giles', amazed at how beautiful they were.

Wesley felt as if someone had pulled out his skeleton and replaced it with pudding. Now that he didn't have the adrenaline giving him energy, his eyelids felt heavier than ever. He vaguely registered someone touching his face, but the call of sleep was calling much louder.

"Bloody hell," Giles groaned, draping his arm over Wesley's waist. "I swear you two will be the death of me," he breathed out, still trying to catch his breath. Despite Ripper's sexual appetites, Giles suspected that he would have a hard time keeping up with his two lovers. He would definitely have to increase his jogging regimen. He offered Fred a tired smile when she touched his face. "You look sated."

She nodded at his comment – she was definitely sated and very tired now. And she could see that Wesley was about ready to fall asleep. Reaching down, she grabbed the blanket folded at the end of the bed and opened it up to pull up over the three of them. "I think we can all use some sleep," she commented, snuggling down on her side so the boys would have more room. "Especially after all that and the fact that we don't know how much we're going to be getting in the upcoming days."

Giles slid his hand under Wesley's neck, and sat up slightly. He smirked at Fred at how fast Wesley was dropping off. He placed his free hand on the younger man's shoulder.

"Wes, luv, lay on your back," he ordered gently, grinning when Wes complied without waking up in the slightest. He waited patiently for him to settle comfortably, before sliding his hand out from under his head and moving closer to the thin body. "I think we wore him out," he whispered with a slight smile. He reached across and clasped her hand, entwining their fingers, before resting both of theirs on Wesley's flat stomach. His brow furrowed when it occurred to him that the other man was too thin. Fred's thinness was based on her voracious metabolism. Even since he'd been here, he had seen her eat quite a bit. But Wesley, he was more than willing to bet that the man simply didn't eat. There wasn't much he could do with Wes on this restricted diet, but he made a promise to himself that once the doctor cleared him, he would get some meat on his lover's body.

"We did, didn't we?" she responded, looking at their hands resting on Wesley's scarred torso. They had made so many strides with him in the last few days, but there was still so much that needed to be done. Wesley still had quite a bit of healing ahead of him, even though he now knew how much he was loved. They would be there with him every step of the way.

She looked over at Rupert and smiled softly at him. "Goodnight," she said, too tired to say anything else at the moment. Giving his hand a slight squeeze, she rested her hand against the pillow next to Wesley's head and closed her eyes.

"Sleep well, Fred," he whispered before allowing himself to rest. He knew he wouldn't sleep much; it had been force of habit with Glory and her minions sneaking around looking for Dawn. The worry and desire to protect wasn't exactly conducive to sleep. And now, he had two that were under his care. Reluctantly, he closed his eyes though, giving himself over to the demanding sleep.

'No!' he cried out, the sight of the familiar tower making his blood run cold. He looked up, seeing a familiar form dropping like a stone. 'NO!'

He clenched his eyes shut, not able to watch this again. He heard the sickening thud of human flesh impacting with pavement and nearly doubled over with the need to wretch. Walking to the site, as if by memory, he opened his eyes cautiously, dropping to his knees at the sight before him. However, instead of his beloved Buffy, he found himself looking at the broken form of his lover...Winifred Burkle. Hearing a sob from next to him, he looked over to see a battered Wesley, covered head to toe in blood, broken by his grief.

"No!" Giles sat up straight on the bed, his heart racing. Green eyes immediately lit on the two forms in the bed with him. Not able to suppress the shudder that worked its way up his spine, he slowly slid out of the bed to his knees. Seeing them both safe and sleeping, he forced himself to calm some. Standing slowly, he grabbed his boxers and slid them on. Tea, maybe tea might help. He padded into the kitchen and put the kettle on to boil. Bracing his hands on the sink, back hunched over, he was trying to use all the will power at his disposal to tamp down on the urge to vomit.

Fred's dreams, in the meantime, were all over the place and scattered, taking her from Pylea to the Hyperion to Sunnydale, a place she didn't even know but that would soon be her home. In all of the places, she was with Giles and Wesley as they faced whatever was there, whatever was waiting. They were walking down a street in Sunnydale when a figure walked out in front of them, a figure that they all recognized...

Blinking, she suddenly opened her eyes, finding herself awake. Her dreams flitted away quickly though she could recall something about a figure. Who it had been, she wasn't sure.

Raising her head to try to find the clock, she noticed that the bed on the other side of Wesley was empty. Rupert was gone. She sat up and looked toward the bathroom, but didn't see the light on in there. Then, she heard the distant whistling of the tea kettle. He was in the kitchen. Carefully, she slid out of bed, wincing a little as her muscles protested, and leaned down to pick up Wesley's discarded shirt, slipping it on and buttoning a couple of the buttons just so it would stay closed. Then she headed for the kitchen, where the light was on.

"Rupert?" she called out softly as she entered, seeing him leaning over the sink. Immediately, she knew something was wrong and hurried over to him, putting her hand on his back. "Rupert, what's wrong?"

Giles jumped slightly, his head snapping to the side when he felt the hand on his back. He spun quickly his eyes widening when he realized who was standing there. Without thinking about it, he pulled her into a desperate hug. He released a sigh of relief, instinctually curling his body around hers protectively. It was just a nightmare, he told himself. Fred was safe; she was alive.

Her eyes practically bugged out in surprise when he grabbed her the way he did, holding her like he was afraid something was going to happen to her, like something had happened to her. Slowly, she brought her arms up to wrap around him, her hands running over rough patches of skin where scars marked his body. Between that and her worry for why he was acting like this, she felt tears coming to her eyes. "Whatever it is, it's okay," she told him, running one hand up to cup the back of his head. "What's wrong? You don't have to talk about it if you don't want to, but I'm here to listen if you want me to."

Giles called himself every kind of idiot, knowing that he was worrying her. He stepped back reluctantly, allowing his head to hang down. Taking a deep breath, he steeled himself. She deserved to know why he was acting like such a prat. He turned toward the stove, removing the kettle from the burner.

"It was just a nightmare," he replied in a tone that said he wasn't sure if he was explaining or trying to convince himself. "It was the night Buffy died. The portal had opened already, and the dimensions were beginning to overlap. She jumped from the tower, her blood closed it." He released a shaky breath. "I watched her jump, saw her body hit the ground."

Unable to help it, a small gasp escaped from her throat. He had actually watched Buffy die? No wonder he–no wonder he felt the way he did, had said the things he had said about not doing an amazing job because he had seen her die and hadn't been to do anything to save her. "I'm so sorry," she told him, reaching out to cup his cheek and wanting so badly to take his pain away. "I...I wish I knew what to say."

"We couldn't even give her a proper burial. Sunnydale is a Hellmouth. If the demons knew it was without a Slayer, the town would be overrun," He explained, finishing his cup of tea. He turned to face her, holding the cup in his hand when what he really wanted was whiskey. But he wouldn't do Wesley and Fred any good if he was drunk. "We did give her a grave, though. Willow cast a spell on it to hide it."

He stopped to take a deep breath, and her heart ached for him, for what he wasn't able to give to someone he obviously loved and cared for very much. It wasn't fair that their lives were so screwed up that they couldn't be allowed simple things, even in times of grief. She guessed that was why they had grabbed onto each other so quickly when the opportunity had presented itself – it gave them something they might otherwise never have a chance to have.

"But this nightmare was different than the others," he began again in a small voice.

"Different?" she asked, feeling her heart starting to pound, not sure she liked the sound of this. "How?"

Giles felt the tears start to fill his eyes and turned his head away from her, ashamed of his weakness. How could he tell her? He knew he had to though.

"It wasn't Buffy that jumped this time...." He paused, still looking away from her. He forced himself to meet her concerned gaze. Reaching out a hand, he touched her face. "It was you."

"M–m–me?" she stuttered, the ache in her heart constricting almost painfully. He had seen her jump off the tower? He had seen her die in his dre–nightmare? That was why he was so upset? Because of her? The tears in her eyes were flowing now as she reached up to cover his hand with her own. "It–it was just a dream, Rupert. I'm here, and I'm with both of you."

"I know...here," he tapped his temple with his finger. "But you've come to mean a lot to me in such a short time. I–it doesn't make it easier here." He placed a hand over his heart. "I saw your body lying there, broken and bloodied. Wesley was destroyed. I wasn't far behind. I can't lose anyone else. I don't know if I can take it," he admitted, his voice breaking under the emotion. It was something Wesley had understood. The kids, they expected him to be strong for all of them. To take everything in stride. He was just a man.

Fred immediately wrapped her arms around him tightly, holding him. "It's okay," she whispered. "I'm scared too. I'm so scared that one of these days something could happen, and I wouldn't lose just one but two men that I love. I...I don't know if I could take it either. We shouldn't have to."

Reaching up, she took his face in her hands so she could look in his eyes. She wasn't sure what else to say – anything she could say sounded wrong. Tell him not to worry? That wasn't fair, especially since she just admitted she was too. Tell him just to focus on today? How could anyone do that, especially with the kind of lives they had.

"No matter how you feel or how scared you are, just know you're not alone now," she finally told him and rose up on her toes to kiss him.

Giles nodded silently, unable to find his voice. Her touch was soothing. He gave a soggy chuckle, lowering his eyes in shame. He was supposed to be here to reassure them, not the other way round. Slowly, he lifted his eyes to meet hers.

"That's just it. I don't know how I feel. I–just that I can't lose either of you." He released a shaky breath. "The last woman I allowed myself to love was murdered and left in my bed. If being alone means that you stay safe..." His words were cut off as her lips closed over his. The kiss was soft and drawn out, meant to reassure. He could feel his fear being overwhelmed by her gentleness and love. He wrapped his arms around her, drawing her close to his body.

Fred felt him starting to relax a bit, pulling her closer as she kissed him. It wasn't a passionate kiss such as they had shared in the last couple of days, the burning and intensity that had marked the need the three of them had felt. This was a simple kiss, showing how much they had come to mean to each other.

"You don't have to know how you feel," she finally told him when they parted for a moment. "It's normal and human. And Wesley and I want you, Rupert, no matter what may or may not happen. We want you and love you, and nothing's going to change our feelings. We'll protect each other, I know we will."

"I wish I shared your optimism." He smiled sadly, reaching up a hand and stroking her hair away from her face. "You're an amazing woman, Winifred Burkle, and I'm an old fool. I'm supposed to be the strong one, here for you and Wesley. Yet here you are, with your warm brown eyes and loving heart, reassuring me." Green eyes met brown. "I'm not sure what I've done to deserve you, either of you, but I will always be grateful."

"You've just been you. And you're not an old fool. We're in a relationship now, and unexpected or not, that means that you don't always have to be the strong one anymore. We can be strong for you, and you can be strong us, and Wesley can be strong us." Taking his hand, she pressed it to her heart. "Feel that? You're in it, and you deserve it."

With that, she brought her lips to his again for another kiss.

Lifting her up off the floor, he sat her down on the kitchen counter, stepping in between her legs. Sliding his hand up her neck, he cupped the back of her head, entwining his fingers in her dark locks. The kiss that started off soft and reassuring quickly turned heated. Giles felt his heart rate beginning to pick up, as he devoured her mouth.

Instinctively, she wrapped her legs around him, pressing herself against him while they continued to kiss, tongues dueling, lips crashing together. She ran her hand over his back, across the rough and smooth patches of skin down to the top of his boxers, where she slipped a hand inside to cup his bottom. The tenseness and soreness of her muscles from all that they had been doing was once again forgotten, and all she could feel was his skin and his body and his hands in her hair.

Nimble fingers quickly had the buttons of the shirt undone. He pushed the material down her shoulders, his eyes practically glowing in anticipation. God, she was beautiful – pale, perfect skin just begging to be touched. Running a calloused hand up her torso, his fingers caressed dusky nipples. Ducking his head, he drew one of them between his lips, using tongue and teeth on her skin.

She gasped, her head lolling back at the feel of Rupert sucking and nipping at her breasts. God, he so knew what he was doing, knew just how to–. "Oh, God," she moaned, her body starting to tingle and go all gooey. If he hadn't been standing in front of her with her legs wrapped around him, she felt like she might have slid right off the counter onto the kitchen floor and into a puddle of Fred. She was barely aware of her fingers pushing his boxers off him, sending them to the floor instead, and then her hands roaming all over the place, touching him everywhere she could.

Giles smiled against her flesh at the sound of her moan. He was calling on all of his experience from his Ripper days to keep two young lovers satisfied. So far, neither seemed to be complaining. He lifted his feet, stepping out of his boxers. Sliding a hand up her thigh, his fingers found her center, wanting to make certain she was ready for him. Tracing her outer lips, he felt her moisture coating her fingers. He pulled his head back to meet her eyes, just as he pushed two fingers into her channel.

"I need you, Fred," he rasped, stroking her walls.

Fred's breath quickened as she moved against his fingers, feeling the heel of his palm pressing to her. "You have me," she choked out, reaching down to encircle his cock with her hand, swirling her finger across his tip and stroking him a few times. He was almost throbbing with the need he claimed to have. She guided him closer, telling him without words to take her.

Gripping her hips gently, he allowed himself to be guided to her entrance. Holding her gaze, he pressed forward with his hips, filling her entirely. His head fell back in bliss, her heat surrounding him. Starting a slow rhythm, he allowed his fear and worry to ebb as he took solace in her body.

"Fred," he groaned.

"I'm here," she whispered back, wrapping her arms around his neck and holding onto him.

Using her legs, she pulled him closer against her and raised her hips a bit, whimpering as this allowed him to thrust deeper into her. The continuous sexual activity over the last few days meant she was still sensitive, and it wasn't long before her head was spinning at the sensations running riot through her body.

"Not going anywhere," she promised.

Giles was lost. He increased the force of his thrusts, giving himself over to the sensations running riot through his body. It was just a nightmare. Fred was here, wrapped around him. Hearing her whimper, he angled his hips to hit that spot. Concentrating on her pleasure seemed to increase his own.

"I..." He pressed his forehead to hers, keeping up a hard rhythm. "I'm falling in love with you," he confessed.

"You–?" Fred found her emotions screaming as loud as all her nerve endings as surprise and pleasure and amazement and shock overtook her all at once. She had admitted her own feelings earlier but hadn't imagined this from him. She should have realized, given what he had told her about his nightmares, about his fear of losing her or Wesley. Tears ran down her face as she looked up at him, her heart pounding almost in rhythm with his thrusts. "And you know how I feel...I've fallen in love with you just like I've fallen in love with Wesley. I want to have both of you in my life."

Giles still couldn't get used to hearing that. Someone that loved him, not because he was the Slayer's watcher, or he could keep them safe. This was two incredible people that loved him. Just because he was the man he was. Her profession of love set his nerve endings on fire, that alone nearly taking him over the edge.

"Shhhh, don't cry," he whispered, confused at the tears. "Everything will be all right," he added, feeling himself hurtling toward the edge of release.

"I know. I'm not–oh..." She trailed into a moan, gripping him tighter in her embrace, feeling herself starting to teeter on that edge and in that moment where it seemed it was actually possible for time to stand still. "Not sad. Oh, God, Rupert...."

Time suddenly exploded, and Fred felt as though she was tumbling off the edge of the counter.

Giles felt her clamp down on him and wring him hard. He gasped, feeling his own orgasm surge. He b