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The door opened slowly at his knock, sending a chill through him. Even though it was Halloween, and as such, a typically slow day for Sunnydale's less human residents, dread was fairly easy to come by. Unfortunately, in his previous line of work, it was a steady companion.

The door swung open further, allowing him a view of the room. What he saw stopped him in his tracks, and stopped his heart beating.
Willow's smooth, bare back was in front of him, the soft curve of her bottom covered with the filmiest of fabrics. Her legs were encased in black silk, ending at her thighs, and highlighting the creamy skin. Her shoulder length red hair fell in a soft cascade that cried out to be touched, soothed, and tangled as his fingers itched to comply.

The door, unimpeded in its progress, hit the wall with a soft thump. Whirling around, Willow grabbed her blanket and held it up to her barely covered body. Her eyes were wild with fright and her chest, hidden beneath the bedclothes, heaved with every accelerated breath.
"I…oh…I…am sorry." Giles reached for the door, trying to grab it to shut it on his own face, blocking the sight of her from him. His hands couldn't seem to find it, groping blindly, as his eyes could not manage to leave her figure.

Tucking the blanket around her as securely as she could, Willow willed herself to calm down. "Hey…hey Giles. Wha…wha…what brings you here?"

"I was…was looking for Buffy."

"She's not here. She's somewhere else. She's…she's…I don't know where she is." Her breathing finally began to slow and she managed a weak smile. "You should knock."

"I did. I tried. The door, it came open at my touch. I was worried that something had happened, even though it is not a typical day for things to happen, but even non-typical days seem to be fraught with…" he paused, mentally reminding himself that he should not be looking at her. "Peril," he stumbled to a finish.

"You thought I was…hurt?" Her eyes begged him for a positive answer, begging him to put her world back into normal view. "That's so sweet."

"I would hate for anything to happen to you." He nodded eagerly, needed normalcy just as badly. "But you appear to be all right."

"Oh, yeah. Fine." She looked around the room, finding her costume on the floor where it had ended up when she'd wrapped herself in the blanket it had been resting on. "I…but I should get dressed. I'd be better then."

"Right. I'll wait outside?"

"That would be good." Willow nodded as well, the two of them now looking like they were competing in a head-bobbing contest. Giles finally managed to look away and get a decent grip on the edge of the door. Stepping backwards, he closed it behind him, allowing her privacy.

Willow dropped the blanket and gathered her dress to her chest. Unfastening the hooks on it as quickly as she could, she slipped it over her head and sighed in relief. Her heart was still pounding, her blood roaring in her ears. Reaching around, she attempted to fasten the small hook and eyes that held the back of the dress together, cursing when she couldn't quite manage it.


"Yes?" Came the muffled response from the hall.

"Could…could you help me?"

He opened the door slowly this time, peeking around carefully to make sure that she was fully dressed. She stood there, in the same place, blanket pooled at her feet and the satin of the witch's costume whispering against her skin. "A witch?"

"Wendy, the good witch." She nodded. "Although she was blonde, but I have a wig. I just haven't gotten that far. I need…well, I need a little help."

"Of course."

"Buffy was supposed to help me, but she's trying to catch up on one of our classes, finishing up a paper or something. She's not due back for a couple of hours, but I volunteered to take my…you remember Jesse?"

Giles started, unsure of what she was talking about. "You're friend? The one who…?"

"That's him. He has a little brother and a little sister. He had. They're trick or treating age now, and I volunteered to take them out. His parents were grateful for a little time alone, so they said yes."

"That's very nice of you, Willow. Although I'm not surprised in the slightest." He smiled affectionately at her. "Be sure to bring them by the apartment. I've got what Buffy classified as 'grade-A' treats."

"Thanks, Giles."

"Now, what do you need my help with?"

She turned around, showing him her dilemma. The back of the costume gaped open, allowing him a very similar view to the one he had seen earlier. "I can't get reach the hooks. Could you…?"

He swallowed hard and walked up to her. His hands trembled as they reached out to touch the material. "Certainly." The shaking intensified as the heat of her skin reached him. He started fastening the dress, his mind running prophecy so he would not think about the beautiful, young, trusting woman standing in front of him. When he finished, he stepped away and exhaled the breath he hadn't realized he'd been holding. "All done."

She turned, her smile brilliant. "Thanks, Giles." Grabbing the blonde wig that sat on her pillow, she moved over to Buffy's side of the room and the large mirror. She secured it on her head and turned to Giles. "What do you think? Do I make a good blonde?"

"You're far more vibrant with your own color, but it doesn't look…well, it isn't your color, shall we leave it at that?" He chuckled. "But your inner beauty comes through any disguise."

A wave of warmth swept through Willow and she darted forward and gave him a small kiss on the cheek. "Thanks."

"It's always a pleasure to pay a compliment to a beautiful lady. Especially when it is true." He blushed and shrugged. "Now, I should let you get to your trick or treating."

"Come with."

"I can't. I'm expecting a mob of little demons, vampires, ghouls, ghosts and, God help me, princesses at my door. Thankfully, I have quite a large amount of chocolate to ward them off."

She walked him to the door, picking up her purse as they went. "Well, I'll mention the chocolate to the twins. I'm sure that might help me entice them to go to your house." Smiling, Willow tilted her head and looked at him. "You love this, don't you?"

"I must admit, as a child, Halloween was always a big favorite. Although in my family we had our share of more of the traditional. Samhain, occult mysticism and the like. My father believed in a well-rounded education. Fortunately for me, until I was ten and told that I was to be a Watcher, my mother made sure I had plenty of candy, dressing up and scaring the younger kids in the neighborhood."

They walked out of the dorm together, the topic of Halloweens long past pushing the earlier incident out of their thoughts, but not out of their minds.


Darkness was just starting to fall and Giles was just about to relax on the couch when yet another knock came on his door. Apparently several families with children had moved to Sunnydale, or more specifically - his apartment complex in the past year, and they'd descended like a swarm of locusts. Candy radar had sent them homing in on his bowl of treats and his supply was depleted.

Perhaps it would be better not to answer than to disappoint some small child, depriving him of candy and, no doubt, setting him forward on a life of bitterness and grief. Something in the dying afternoon's air had assured him that the same thing had happened to Xander years before, thereby coloring the poor boy's approach to life.

The knock came again and Giles resigned himself to opening the door. "I'm sorry I'm all out of…" he looked up to see Willow, her outfit bedraggled and torn. "Good Lord."

"Trick or treat?" She asked hopefully.

"What on earth happened to you?" Giles searched the area behind her. "Willow?" She swayed forward and he caught her as she started to fall. "Willow?"

"I took the twins out, like I said," she started talking as Giles helped her to the couch. "We came by here, but we couldn't manage to make our way through the crowd around your place. After trying for a long time, we gave up and I took them home, promising to bring them day after Halloween candy from you. They weren't happy, but they accepted it."

"After showing their disapproval by clawing you?"

She grinned ruefully. "Not quite. I came back here, wondering what was going on. I got here…" she squinted at her watch in the fading light, "about an hour ago. I had just made it to your door when I knocked."

"But there was no one else there when I answered the door."

"There wasn't?" She shook her head, "That can't be right. They were all there."

"Bloody hell," Giles cursed. "Can't a man enjoy a single holiday in this town? It's it simply impossible for there to be one nice day where things do as they're supposed to and let me be?" He shoved himself out of the chair and stormed into the kitchen. Willow followed him slowly, not sure if she wanted to be in his firing range.


"Do you know where Buffy and Xander are?"

"I would imagine getting ready for the party. I could call them?"

"That would be helpful."

His voice sounded so bleak. Willow hurried to the phone, calling her two friends. They agreed to meet them there, both surprised by Willow's warning of hordes of children. She hung up, starting when the doorbell rang.

"Don't." Giles shook his head. "If they're real, they'll just end up involved in this whole mess. If they're not, I don't want to face them. If there's any other explanation, I'll wait until we find it."

Nodding, Willow headed back out into the living room and sat at the computer. She'd begged Giles incessantly until he'd allowed her to put in a computer. Ever since they'd started migrating to his apartment for meetings and research parties, he'd acknowledged the need for it.

He leaned against the bar and watched her, his concern in his eyes. "Did they attack you then?"

"Not exactly." Willow continued typing as she talked. "Whenever I would get closer, they'd pull and shove and growl. Not like animal growling, but like little kids who aren't getting what they want. The dress isn't high quality workmanship, so it didn't quite stand up to the abuse."

"Well, I'm glad you weren't hurt."

She nodded, reaching up to take off the wig and witch hat she wore. Tossing it aside, she ran a casual hand through her hair, ruffling it. "That feels good."

His hands ached to prove her statement true. He shook his head, wondering what had come over him. He'd taken great pains in his life to never harbor feelings for any of his younger charges, other than some sort of paternal feeling. Admittedly, he hadn't always been able to control his subconscious, but he worked very hard to ensure that they remained the relics of dreams and fantasies.

And yet, here he was thinking of Willow in no uncertain terms.

The doorbell rang again and they both started. Buffy's voice was raised in a shout, as though she was trying to be heard over something. Giles walked to the door, opening it for Buffy and Xander. They both stumbled in, their appearances slightly disheveled, although neither were as bad as Willow. Of course, with Xander, it could be that nothing happened to him and his taste in clothes had simply reverted to his pre-Cordelia days.

"Yikes. Lots of kids. Giles are you giving out Pokemon cards?"

Giles turned to Xander, confusing plain. "What?"

"Nothing. What's the deal?"

"They're not real, at least, we don't think they are." Willow got out of her computer chair so that she could face her friends.

Xander's face went white. "Willow?" He rushed to her side and grabbed her chin, turning her head from side to side. "My God, how could you let them do this to her?" He turned to Giles, his brown eyes swimming in tears.

Giles looked at Willow, gasping at what he saw. In the few moments she'd faced away from him, the scratches and wounds that the children had given her had gotten worse. She looked around at the concerned faces, fear beginning to touch her.

"What? What did they do?" Her voice was little, hurt. "Xander?"

Xander watched her face as it changed shape, filling out. "She's changing."

"Changing?" Giles asked. "I don't understand."

Xander turned to Buffy. "Those kids, or whatever they are, they touched her. They touched her skin. She's turning back into a kid. She's…she's…reverting or something." Looking at Giles again, his fear was obvious. "Help her."

"I don't…" He shook his head. "Research. Xander, try the computer. Buffy, we need to find out what they want. I can no longer see them. Perhaps it's the presence of someone else in the house. I'm…I'm not sure."

Another knock came at the door and they all froze. Giles looked at Buffy then nodded to the box of weapons near the door. Willow looked up at Xander, her eyes filled with the childlike wonder of discovery and, he noted for the first time, her unabashed crush on him. Xander could do no more than stare into his best friend's eyes and pray he was not losing her for good.

Giles stepped to the door and opened it, the bowl, empty of candy, somehow in his arms.

"Trick or treat." An older lady stood in the doorway, surrounded by children of all shapes, sizes and costumes. "You've stopped coming to your door, Mr. Giles."

Her voice came to him. She shopped at the same market he did. "Mrs.…Meredith?"

She nodded. "I think perhaps we should chat." She noticed the others in the room and nodded at each one in turn. "Your friends will not bother us now, and, if you put the bowl of candy on the porch, neither will mine."

Giles looked down at the bowl, now overflowing with treats. He set it on the porch at the older lady's feet and stepped back. Mrs. Meredith followed him into the apartment and shut the door. Her eyes strayed to Willow and she smiled.

"I chose you, you know."

"Chose me?"

"You seemed such a nice man. I should have known that you would be involved with these youngsters. They've got good heads on their shoulders. Even Alexander."

"I'm afraid I don't understand."

"I saw you in the shop the other day. Buying your treats for all the girls and boys." She sat in a chair and motioned for him to do the same. When he had complied, she continued on. "I thought that you must obviously care for the children to give them such treats, so I thought I would send my children to you."

"Your…your children?"

"I am guardian of all the children. I keep their souls safe. But sometimes, they want out to play. They are just children, after all. I thought, what better than to give them a Halloween, especially with the promise of such goodies. Halloween is normally such a quiet time, I didn't think there would be harm."

"They're dead?" Buffy asked from her place by the door.

"Gone," Mrs. Meredith nodded sadly. "But too young to know where to go. I help them, for a time."

"But they like chocolate," Xander nodded. "I can understand that."

She waved her hand and the three teenagers were silent. "They can't hear us now. Well, they hear us, but not what we say in truth. I did not do it with no thought to you, Mr. Giles. I gave you something that you wanted."


"You wanted to see her as a woman, and I gave you that opportunity. Then, you wanted it to be the way it was, so paternal and correct. So I gave you that instead." She looked at Willow with affectionate eyes. "She was such a lovely little girl."

"What a person wants is not for another's eyes or decisions." Giles shook his head. "You've taken her free will away to give me what you think I want. I have a wonderful group of friends in these youngsters. I need nothing else from any of them. Least of all, this."

"But you want…"

"No. In any given moment, I want a hundred things. To arbitrarily pick one of these things out is unfair. Every child deserves a memory of untarnished happiness. I would feed your souls, your children candy for a hundred years simply if you ask. Which is a good thing, since your incentive program is sadly lacking."

"But you have one wish left."

"I want it back the way it was. Without the strangeness of this morning, without the awkwardness of this ill thought youth. Let us simply be Willow and Giles again, without any of your meddling."

"And you will feed them candy, every year?"

"Until my death, your children will be fed."

She nodded, tears in her gray eyes. "I was very right. You are a good man, Mr. Giles."


Willow and Xander sat with her bag between them, searching for their favorite candies. "I can't believe that you actually got candy, Will."

"Well, when you look as good as I do, all the nice fathers are willing to give you some." She eeped as she realized what she'd said and blushed for good measure. "I mean…"

Buffy shook her head and turned to Giles. "Everything okay now?"

"What do you mean?"

"I'm the Slayer. She didn't count on that."

"So you know?"

"Which part? That you're a nice guy or the part where you've been having non-Giles-y thoughts about Will?"
"I haven't had…" He blushed. "Oh, dear."

"Don't worry. Just don't act on them. I mean, I can accept the fact that Xander thinks about us naked, probably quite a bit of the time, I don't think I'll freak out over the fact that you've maybe had a fantasy where Willow's cross-referencing in some slinky nightie. And I can't believe I just said that."

"Neither can I," he admitted.

"Just…just remember that you are a nice guy. Since Oz left, she's been pretty…fragile. And I'd hate to have to kick your ass more than I normally do in training."

"I would never…"

"I know." Buffy stopped him, reaching over to squeeze his hand. "I just wanted to hear you say it."

"Besides," he continued as if she hadn't spoken. "I like things, and all of you, just the way you are."

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The authors own nothing. Joss, UPN, WB, etc. own Buffy, the show, the characters, the places, and the backstory. The authors own any original plots.