The seedy motel was the last place Giles expected to find Ethan Rayne. Normally, if by no other means than his magic, Ethan made a point of ensuring his creature comforts wherever possible.

Not unexpectedly, he wasn't there. With Giles' accent it hadn't taken much to convince the teenage girl at the desk that he was Ethan's concerned sibling, there to help his stranded brother. The fact that Ethan had signed in as 'R. Giles' both helped and hindered, though with a little help from Giles' driver's license the essentially disinterested young woman accepted that there was a connection between the crazy foreigners and gave them the room number.

After a beat, Willow touched the doorknob and Giles heard it unlock. He looked down at her.

"No more scary Willow," she said quietly. "She's been AWOL since I was touched by the scythe. Except I'm not gonna assume she's gone until I know for sure, but I do know that doing magick to *really* help someone, feels good, and right."

"And unicorns?" He asked pointedly.

She shrugged. "It didn't hurt anyone...not even the unicorn. As far as it knew it was still playing in a meadow in its own dimension. Only we could see it. That's what I mean by not taking anything for granted. I'm not about to do any more spells to hurt anyone or just to make myself feel better, or to get my own way or because it's the easy way out. That way lies the road back to scariness."

Giles stared at her for a long moment, then smiled slowly, tenderly. "Welcome back, Willow," he said, acknowledgement and real warmth in his voice.

Willow stared back into the green eyes for a long time before finally smiling back shyly. It had been so long since she'd felt it...that gentle, amused...unqualified... affection she used to take for granted...that she'd missed far more than she would ever admit, even to herself.

Ethan's room was drab and his presence there meagre. It was obvious that he'd come with little and wasn't intending to make Sloan any kind of long-term proposition.

Willow easily located the remnants of his magick supplies for doing the spell before picking up a shoe. A moment later she dropped it, shuddering.

"Willow?"

"You sure it's not something he did to someone else?"

Willlow shook her head slowly. "Y-you think...? You think Riley's people hurt him?"

Giles' eyes narrowed. "If there's any justice in the world, one would hope so." Then, realising Willow's face was still pale and her eyes bleak, his expression softened.

"With the military, anything is possible. Consider the Initiative itself: Adam...Walsh... the lack of differentiation, and even outright cruelty, in their dealings with their demon captives. When you work outside of societal rules, it's very easy to succumb to the notion that you are answerable to no-one and that you are always right, even when you're terribly, terribly wrong."

Willow moved to the bed and picked up a discarded shirt, concentrating for a long moment.

"He's not far from here. I can feel him...how much they hurt him...how weak his magick is, compared to..."

"Can you be any more specific?"

She shook her head. "I may be connected to everything, but Ethan's not stupid...he can feel me too, and he's using wards to keep me from getting too close. They're just...not so good, cause his magick is so...well, weakened, I guess."

"Damn. Then we're going to have to wait until he comes back here. I suggest another location spell, this time at about four in the morning, when even he should be asleep...somewhere. I want this resolved. It's time we were moving on. We can't stay here indefinitely. There's another Hellmouth that's almost certainly going to have a startling upsurge in unpleasantness, if it hasn't already. We're needed there."

"We were trying to track down the cause of my clothing disasters. It appears that Ethan Rayne is in town."

Buffy's eyes widened. "Ethan...as in locked up somewhere in the Nevada desert Ethan? Oh...right...Nevada," she added, in mock, resigned, epiphany. You mean they let him go?"

"Unlikely," Giles replied as they began to count and sort the weapons laid out on the lawn, preparatory to cleaning them all and packing them away properly...a job too big to be done in a tin-pot hotel room, much as he would have preferred privacy. Thank God it was America. Anywhere else and they would probably be arrested... "But the only other explanation would be that he escaped, which seems even less likely."

"So...Ethan wants you nekkid...why?"

Giles rolled his eyes. "I have no idea what he's up to, but one thing I'm certain of is that no one in their right mind is interested in seeing me naked."

Buffy's response would have been a joking "darn tootin'', in memory of old times, but he was so vehement about it that she simply stared at him for a long moment trying to figure out why. With the veil of responsibility and the constant threat of failure finally lifted...at least partially...she was becoming more and more aware of the nuances and subtleties that had been lost on her for so long. Right now, even she could tell that Giles had a lot more issues going on than he was ever going to admit to. She watched him as he bent, having finished counting, to pick up the carryall, and put it next to the pile of swords before picking up a polishing cloth.

"You're being a little harsh," she said finally, before her voice took on a teasing note. "True, Dawn might be scarred for life... and I think Xander might not recover...but you're not so bad for an old guy. Olivia obviously liked the package ...er..." She turned red and waved her hands at his slim form. "Y'know."

"Not so bad...but still an'old guy'," he pointed out, working on a sabre. "I find it incomprehensible that you all fairly salivate over film stars and even rock singers who are significantly older than I, and yet I am always treated as though I'm about to enter my dotage."

Buffy shrugged uncomfortably and picked up the hammer to begin cleaning it as he put the finished blade in the bag. "You act old. You always have. Why is that?"

"I *what*? I do *not* act 'old'," he retorted, whipping his glasses off and polishing them furiously.

She pointedly looked at his hands until he noticed.

He cleared his throat and shoved the glasses in a track pants pocket, thereby also drawing attention to his dowdy middle-aged attire. "Yes, well," he said uncomfortably. "Do I *always* act 'old', as you so tactfully put it?"

Buffy thought for a long moment. Dozens of 'old guy' moments were flashing through her mind, more and more interleaved with everything from flirting with Jenny Calendar to skewering the mayor, to the be-robed Hugh Hefner guy with the half-naked Olivia wandering around his apartment looking entirely too pleased with herself.

"Not always," she said honestly. "It's just...easier...to think of you that way...you know: as our 'grown up friend, except not in a creepy way.'" After a flash of annoyance in Giles' eyes, they both chuckled at Willow's ad-lib interpretation of his place in their lives.

Probably a more honest appraisal than even she would be willing to admit, Giles realised as they sobered. "Easier as opposed to what?" He asked, partially because he needed to know the answer and partially because he couldn't stop himself.

She looked a little confused for a moment then seemed to concentrate on formulating a reply. It reminded him how long it had been since Buffy had actually had time to grow as a human being...or even to seriously practise her social skills...

Perhaps years of chaos, of one catastrophe or tragedy or confrontation after another had seen her almost exclusively focused on the part of her life in which she was little more than a weapon, progressively losing more and more of the ability to relate to others, or even to the world around her. For the first time he realized how long she was going to take to really catch up, if she ever did. For that he was truly sorry...

Buffy finally focused on him again. "The truth? It was easier than thinking of you as a 'guy' guy...the kind of who might be out with someone of the opposite sex...or *in* with them as the case may be," she scowled, before continuing. "Someone who might not always be there; who could, maybe even, find someone they want to settle down with and get out of the business of taking care of the Slayer and all things Slayer-y."

He didn't look convinced. "And here was me thinking that old age to the young, particularly in this country, is simply repellent, and that values here are so skewed towards the youth market that anyone over thirty-five is in peril of being consigned to the rubbish heap as outdated, obsolete and over-the-hill."

Her eyes flashed. "Issues, much?" She looked him up and down. "You're not old. You've got a body, Giles. Do something with it. You want people to see a different you...maybe the real you...stop dressing and acting like the 'absent-minded professor' so much."

That took him a little aback. "I...I have a body?"

Buffy rolled her eyes. "Looks like it to me. Except you've always kept it hidden under layers and layers of stuff...tweed, suits, crappy sweaters, sombreros."

He huffed at her tone and started on another sword. "I liked the sombrero...it was very...well, festive, and fun."

That gave her pause, a furrow forming in her brow. "We used to take bets on what 'Giles fun' actually was. The best we ever got out of you was cross-referencing. Not exactly the manly man's pastime of choice. You really had fun with that outfit and the kitschy toys and the candy?"

The annoyance turned to sheepishness. "Well, no...not for more than about five minutes. Actually what I really had fun with, was the chainsaw..." He smothered a grin of actual relish at the thought, then grew serious again, thrusting his hands into his track pants pockets. "But it was at least something other than mind-numbingly boring and lo...quiet."

This time Buffy's mind wasn't filled with questions of mortality, apocalypses, failed romance or household crises. She saw clearly and her eyes grew very bright.

"See," she said half a beat later. "Now that was a totally macho Giles moment...an entrance to equal any Schwarzenegger crash or bash...or even swash or buckle." She smiled tentatively at him. "Even I noticed how good you looked. Trust me, chainsaws look great on you...stop worrying."

He turned red and looked down, and they both chuckled.

"I'm sorry about back then," she said softly. "I'm sorry about a lotta stuff. It's going to take me a lifetime and a half to catch up with everyone I need to say that to...but I mean it, Giles. I owe you about a million apologies, not to mention more quality time than I can count...I think there's even a plate of moussaka...see, I even know what it is now...and possibly a gallon or two of tea in there somewhere, too..."

Giles could hear the emotion in her voice. He didn't look up; it was safer to keep focused on the work.

"At least," he agreed gruffly, finishing the second sword.

She smiled tenderly at him and deliberately changed the subject. "In that case how long before we're outta this dump? We do have things to do...after all."

He finally looked up, surprised at the change of tone. Their gazes held for a long moment before he cleared his throat and spoke.

"The sooner the better...but there is the matter of Robin and Faith. Still, I promise, as soon as practicable after Willow and I find a way to lift the spell...and preferably throttle Ethan in the process, we're packing up and getting out. A few days in Sloan suddenly feels rather like a lifetime."

"Amen to that," she agreed and threw the polished hammer into the bag. "You know...what's wrong with this picture?"

"Pardon?"

Buffy indicated the broadsword, from the tip of which Giles was trying to remove chewing gum. "Shouldn't the students be doing this, not the teachers?"

He stood up to stretch his legs. "Under normal circumstances, most certainly. Although I don't seem to remember you putting in much time cleaning weapons..." he teased.

"Hey...hours of whittling stakes on my resume, thank you very much, and getting guts and blood out of my clothes so mom wouldn't freak...so no picking on the veteran, huh?"

"We are, aren't we?" he smiled. "The veterans? Truth is I feel bloody ancient, Buffy..."

Buffy was contemplating a comforting hug when the air sizzled and purple flames seemed to engulf Giles for several seconds. By the time the adrenaline drove her the rest of the way forward to put him out, he was standing there, totally unharmed, and totally...naked.

She shrieked.

"Oh, Lord," Giles exclaimed, extracting himself from Buffy's overbalanced effort to put him out. By then the shriek had brought out almost all of the other Slayers and Xander at a bolt, while Andrew skulked in the doorway behind, holding a comic book.

Giles looked even more pained. "Oh, dear Lord," he said again, looking around.

At that point Buffy recovered from the shock of believing he was on fire and deliberately turned and backed up so that she was shielding his modesty...or most of it...from the world at large.

"I'll see your 'oh, dear lord,' and raise you a 'holy freakin' crap'," she muttered, thinking homicidal thoughts about Ethan and trying not to think about how good the view had been moments earlier, even if stunned, adrenaline-charged terror had robbed her of any memory of most of it.

"Naked Giles...there's an image that I really needed burned into my one good retina," Xander cracked then turned to a boggling Andrew. "Andy, towel, now!" He ordered.

Andrew tore himself away from the scene and disappeared inside the room again.

"This isn't what was supposed to happen!" Dawn wailed as Willow skidded to a halt alongside Kennedy.

"Dawn? What did you do?" She turned to her lover. "I was only gone for half an hour. I thought you were watching her?"

"She's not a baby."

"I'm not a kid!"

Willow rolled her eyes. "What did you do, Dawn?"

"Yes, do tell us all," Giles said nastily, thinking of about seven different ways to make Ethan Rayne wish he was never born.

Buffy just scowled ferociously at her sibling.

Andrew tore back outside and tossed the towel to the Watcher who wasted no time tucking it about his waist.

Dawn swallowed. "I-I was only trying to help. I remembered a neat spell I found when I was researching, y'know, when we were trying to find stuff about the First... I used to write all the cool ones down...just i-in case. It's just a protection spell; it was supposed to protect Giles...well, his clothes anyway. I don't understand. I did everything exactly...even all the ingredients were right..."

Giles looked around at all of his wide-eyed audience. "All right everyone, spectacle's over...back to your own activities. I'm sure you'll recover from the horror soon enough. Buffy, Dawn, Willow, Xander: my room, NOW."

The crowd started to dissipate, murmurs of 'nice buns' and 'cor, fancy hiding that'; 'so that's what a Watcher's ass looks like' and 'wonder if he's taken...you think Buffy has dibs?'" Heard as they wandered away and the Scoobies headed for the guys' room.

With paint splattered pants and his last decent t-shirt dragged on Giles faced Dawn again. "Which spell exactly did you do?"

She recited the incantation exactly and told him what book it came from.

"It should have worked," he muttered then focused on Dawn again. "Which doesn't excuse you from taking ingredients that didn't belong to you without asking, or doing a spell without supervision. He cast a glance at Willow. "After everything that's happened to us, you should have known better."

"He's right, Dawn, " Willow said severely then turned to Giles. "But it's true. If she did exactly what she said, the spell should have worked...unless Ethan's spell reversed it. Is he that good?"

Giles sighed and nodded. "Better."

"Think of it as much needed Watcher/Slayer bonding," she told him, ignoring his pissy tone. "Besides, I could teach you a thing or two about fashion..."

He shook his head. "It's not about fashion. It's about me. It's about time I stopped denying who I am, stopped pretending that I'm anything but books and tweed and old..."

"Don't say it!" She warned. "We've already been there. There's no going back, Giles. Remember, I've seen it all now," she teased. We have to dress that body the way it deserves." She grinned mischievously. "Hot, sexy Giles here we come."

Giles gazed at her, his mouth open, unable to assimilate the fact that those words, in that combination, actually issued from his Slayer's mouth.

"Buffy, are you quite...well?" He finally managed.

"Oh yeah. Better than I've been in a long time, if you really want to know. And just so you do know: I am still me...still a sucker for washboard abs, pecs of steel, the usual yums. I'm just old enough now to appreciate subtler good things, especially when they come packaged like..." She grinned, looking him up and down appreciatively before growing serious again.

"Just be you, Giles; the real you. Whoever he is, he doesn't deserve polyester hell and neither does that body. He deserves...*you* deserve...the best."

He grinned at her. "Sometimes, when I least expect it, you surprise me all over again."

"That's kinda the plan."