This paper explores Willow's magical education at the hands of Rupert Giles and examines their relationship as one that suggests a number of father-daughter characterizations. Although other relationships have embodied this same paternal-sexual complexity (Angel and Buffy, Anya and Xander, Buffy and Giles, Riley and Maggie, etc.), Willow and Giles' bond is intensified by the transmission and sharing of occult knowledge. In the show's early seasons, Willow's growing interest in witchcraft occurs as Giles becomes romantically involved with Jenny Calendar. After her sudden death, Willow usurps Jenny's 'techno-pagan' persona and forges a unique bond with Giles that is in many ways more intense and more tender than his Watcher-Slayer relationship with Buffy. Season Six's story arc portrays what becomes of the student (Willow) whose ambition and skill transcends that of her teacher (even if only in her own mind). Seasons 5, 6 and 7 give us a Giles increasingly jaded with his own effectiveness as an advisor to the Scooby Gang: a lonely man in the throes of midlife crisis, a gallant who nevertheless longs to reawaken his 'ripper' persona. Meanwhile, Willow grows into a sexually-mature and socially-confident young woman who defies Giles' advice and authority. This classic psychological model, the conflicted father-daughter, adept-acolyte bond, manifests itself most compellingly when Giles fails to prevent or effectively cope with Willow's descent into self-indulgent malevolent magic after the sudden death of her own lover.