DISCLAIMER: Not mine. Never were. Not making any $$. Don't HAVE any $$. Don't sue.
AUTHOR'S NOTE: My first SoN fic. I haven't seen all the episodes; so, bear with me while I learn the characters.
ARCHIVING: Only with the permission of the author.
SPOILERS: All but mostly 'Friends with Benefits'.

Down to One
By Aeryn Sun



She was walking back out through the kitchen to go see Ashley when something caught her eye. She went over to the recycling bin and looked in, sighing when see saw what she already knew.

Piled high in the container were bottles of alcohol in every shape and size. Names that Spencer knew and some that she didn't.

<Jesus, if you drank all that, Ash, I'm surprised you don't have alcohol poisoning> She grabbed one bottle and headed back to the bed room.

Ashley was still on her back, snoring when Spencer opened the door. And the sight still made the blonde smile. She sat down on the bed and lightly shook Ashley by the shoulder.

"Ashley…Ashley time to get up," she whispered. Ashley grunted in response.

"Five more minutes, Mom," she mumbled trying to roll away. Spencer giggled and pulled on the slumbering girl's shoulder.

"Wake up, Ash. You've been napping long enough and I'm lonely. Wake up and entertain me." Ashley's eyes fluttered open and then into a squint.

"Spencer? Oh my head," she whined. Spencer reached over to the nightstand and grabbed the cold bottle of water that she'd set there and then helped Ashley sit up.

"It's too soon for more aspirin but drink some water, it'll help," she instructed. Ashley drank the water and then looked at her caring from quizzically.

"When did you learn so much about taking care of drunks?" she asked with a small smirk. Spencer chuckled.

"You're not the first one that I've watched barf up everything they ever ate," she started to explain, stifling another giggle at the disgusted look on Ashley's face.

"Back in Ohio, Glen came home real late after a basketball game, drunk as hell. Clay and I found him asleep in the hallway. We didn't want him to get into trouble so we took care of him that night. Let me tell you, THAT was not pleasant."

"I imagine not," Ashley snorted.

"Plus there's that night I spent yakking for hours," Spencer reminded her friend. "After I puked on the couch in front of my parents, of course."

"Yeah, I remember," Ashley said sympathetically. While she wasn't there to witness it, Aiden had filled her in. She still felt guilty about giving her flask to Spencer in the first place.

"Be right back, nature calls," she said quickly, retreating to the bathroom. While there she looked at her disheveled appearance and sighed.

<Well, she's now seen me at my worst. At least she didn't run screaming for the hills>

She brushed her teeth and returned to the bedroom, retaking her place beside Spencer, lost in her own thoughts and fears.

When Ashley was quiet too long, Spencer picked up the bottle that she'd brought with her from the kitchen, ready to talk about what was bothering her.

"Did you drink all this?" she asked, holding it up. Ashley looked at the bottle before biting her lip and looking away.

"And not just this one, but the others too?" Spencer clarified. Ashley sighed.

"Not all of it. Or all of them. Some of them didn't have much left so I just…" she broke off, ashamed of her recent behavior.

"Thought you'd finish it off?" Spencer finished for her.

"Yeah," the brunette sighed again.

"You're lucky that you didn't end up with alcohol poisoning, Ash. You could have killed yourself." The tone of Spencer's voice was breaking Ashley's heart.

<So much hurt and disappointment. She's trying to hide it but I can hear it. She's disgusted with me.> She pressed the palms of her hands to her eyes to stop the flow of tears that she felt threatening.

<I am not going to cry in front of her again, damn it> She felt her best friends hand on her back, soothing her.

"Please don't cry, Ashley," Spencer nearly begged. It hurt her to see the usually stoic Ashley upset. And it hurt more to know that she was helping to make the shorter girl that way.

"I'm not…I don't mean to…I…" Ashley sputtered. "Damn it!" She stood up and walked towards a nearby window, arms wrapped protectively around herself.

"Spencer, I'm really sorry that you saw me all drunk and shit. You shouldn't have had to and I'm sorry. God, that seems to be all I can say to you lately. And it doesn't mean shit, they're just freaking words." She ran an exasperated hand through her disheveled hair.

"I mean, I'm glad you were here. I am so thankful to you for helping me, taking care of me so that I didn't do something stupid like choke and die in my sleep. That would be so retro-rock."

"Ashley, don't," Spencer shivered at the thought. The visual of Ashley lying dead in the bed because no one was here for her made her physically ill. She knew it was bound to give her nightmares

"Look, Spence…" she started and then stopped, resting her head on the cold glass of the window. She didn't hear Spencer stand up and walk over so she jumped when Spencer's long arms suddenly wrapped themselves around her waist.

"Sssshhh," Spencer whispered into Ashley's ear as she rested her chin on the shorter girl's shoulder. "What's done is done and we can't change that. I'm glad I was here."

"I will always be there for you, no matter what." Spencer said the words so clearly, her voice ringing out in the quiet room, so full of caring, concern and Ashley hoped maybe love that Ashley couldn't help but believe every word.



Ashley sank into Spencer's warm embrace and sighed.

<I could stay right here forever> she decided, liking the feel of Spencer against her.

<She's so warm and soft. She smells good too. Although that is my shampoo she used earlier that I smell. Heh. Now I understand why so many people comment on it.> She sighed and snuggled a little more into the tight embrace.

<I really think…that I love Spencer. And it kills me that she doesn't feel the same way. I'm so lucky that she's stayed with me so far. She's a great friend; probably the best I've ever had. And I am NOT going to let my unrequited feelings for her ruin it. I hope she gives me the chance to make this mess up to her.>

She smiled to herself, reveling the chance to be this close to Spencer and knowing she may never get the chance again.

Unknown to Ashley, Spencer was enjoying having the brunette in her arms as much as that aforementioned girl enjoyed being there.

<I wish I could tell her how I feel. I've never felt like this towards anyone before. I think…it's love. If I EVER get the chance to show her… That thought drifted into images and desires that made Spencer glad that Ashley wasn't facing her to see her sudden blush.

But as much as she was loving just standing there holding the girl of her dreams, Spencer knew that they had several issues to discuss.

"Why did you drink so much, Ashley?" Spencer's softly spoken question brought the daydreaming brunette back to reality with a sigh.

<Should have known that perfect moment couldn't last> she thought bitterly. She pulled away from Spencer, noting the reluctant way Spencer released her but filing it away for future thought and sat back on the bed, burying her head in her hands.

"I just…I just wanted to forget," she explained sadly. Spencer sat on the bed beside her reaching out to push Ashley's unruly brown hair behind an ear.

"Forget what, honey?" she asked although Spencer was already sure of what Ashley's answer would be.

"What I did to you," Ashley's barely audible response made Spencer frown. She waited for her friend to continue but Ashley stayed quiet.

"You didn't do anything," she said gently. "I'm the one who walked out and then ignored you. I'm the one who should be apologizing for that night. I should have talked to you about it."

"No," Ashley shook her head. "I nearly pushed you into something you didn't want. That whole night I played with your head and Aiden's. And that wasn't fair of me. I just…I let myself get caught up and I'm sorry."

"Stop apologizing," Spencer snapped before taking a deep breath to calm herself. She looked into Ashley's shocked face, the other girl obviously stunned by the outburst.

"Sorry, didn't mean to yell," she said sheepishly. "I meant it when I said that you had nothing to apologize for. I'm sorry that I ran out like that and didn't explain why to you."

"Not a hell of a lot to explain," Ashley snorted. "You aren't interested in me like that and I freaked you out. You probably think I'm preying on your 'I think I like girl's' issue and I understand if you're mad at me for it. But I swear to you that it will never happen again."

Spencer sighed as Ashley looked away.

<Is she purposely being dense?> she wondered. <Or is she that worried about taking advantage of my feelings that she can't see what I thought was obvious?>

Looking at the other girl's stiff posture, Spencer made another brash decision. The type of decision that she was making more and more of since meeting the mercurial brunette.

She gently grasped Ashley's chin in her hand and pulled the tan girls face towards her.

"You swear to me that it won't happen again?" She watched pain and hurt color Ashley's face as she spoke the words that Ashley was secretly so terrified to hear. Slowly Ashley nodded.

"Yeah, I swear," she said, her throat thick with unshed tears. Spencer frowned.

"Well, that's disappointing since I wouldn't mind if the chance to kiss you happened again…in the right circumstances." She watched as confusion marred the beautiful features of the girl in front of her. Then she smiled as understanding replaced confusion and hope shone in dark brown eyes.

"You mean that?" Ashley asked, huge grin lighting up her formerly darkened face.

"Absolutely," Spencer informed her. Ashley grabbed the blonde in a crushing hug.

"I thought I was reading you wrong and seeing what I wanted to see," she babbled, pulling away again to look into Spencer's beautiful blue eyes. She wanted to see the sincerity that was so clearly written in those eyes again. When she looked into those eyes, there was no more doubt.

"You saw what was there, Ash. The truth that I was scared to admit. I thought about it and then I over-thought it until it was almost too late. I almost lost you because my fears," Spencer confessed.

"You can never lose me, Spence. Never." Ashley reached down and intertwined her fingers with Spencer's, gently squeezing.

They sat in happy silence for several long minutes, just content to hold each other's hand. Eventually, Ashley had to speak again.

"So, you'll let me know when the 'right circumstances' pop up, right?" Spencer shook her head, laughing

"Oh shut up!" she exclaimed leaning forward with Ashley's chin in her hand again.

Electricity sparked through both girls as their lips touched for the first time. The kiss was tentative at first, Ashley letting Spencer get used to the feel of another girl's lips.

<She's so soft> Spencer thought, her mind full of wonder at how natural and right it felt kissing Ashley. But, she wanted more.

She brushed her tongue against Ashley's bottom lip, seeking to taste more of the girl who had so successfully stolen her heart. Her heart pounded almost painfully in her chest as she heard Ashley moan at the request and then part her lips to grant Spencer's wish.

The heat and flavor of Ashley's mouth was intoxicating to Spencer in a way that she knew had nothing to do with the alcohol the girl had imbibed a day earlier. Ashley tasted vaguely like the orange juice she had had with a tint of toothpaste. Normally these two things did not mix well, but combined with the unique flavor of Ashley herself, Spencer quickly found herself becoming addicted.

They finally broke apart after several minutes, panting and flushed.

"Wow, Ash…" Spencer started. Ashley nodded.

"Yeah…damn you're a good kisser!" she said in awe. "Especially for someone who never kissed a girl before, you sure were comfortable." She watched as Spencer blushed. "Wait, you HAVE never kissed a girl before, right?"

"I haven't, til now," Spencer laughed. "And now, if you don't mind shutting up, I'd like to do it again." Ashley put her hands up in mock surrender.

"Well, don't let me and my overly verbose manner stand in your way. You go right ahead and mmmrfff…" Whatever the rest of Ashley's comment was, it was swallowed by Spencer's lush lips firmly planting themselves on hers. Ashley sighed happily and lost herself in Spencer's kisses.



Long moments passed as the girl's explored each other's mouths, teasing, stroking and tasting each other. Ashley felt the slow burn of arousal deep in her belly and tried desperately to ignore it as Spencer's tongue probed deeper and deeper into her mouth and the girl's moans filled her ears. She wanted to touch Spencer, reach out and let her hands roam over the body that she'd been admiring (and lusting after) since day one.

But not wanting to scare the younger girl, she didn't; contenting herself instead to wrap one hand in Spencer's blonde tresses and the other around the taller girl's neck, bringing them even closer. She hissed as Spencer bit down on her bottom lip and then pulled away slightly, taking the tender flesh with her before returning it to its owner moments later and licking the offended spot.

<Damn she's talented> Ashley giggled internally.

At some time while they were kissing, Spencer had laid Ashley down on the bed and was lying beside her, tangling their legs together. Ashley gasped in surprise and pleasure as Spencer moved from her lips to her jaw and then her neck, planting hot kisses and long licks on the sensitive area near her pulse point.

"Jesus," she rasped. "What happened to sweet and innocent?" Spencer lifted her head from its perch on Ashley's shoulder and regarded her amazed friend with lust laden eyes and a devilish smirk.

"I can go back to 'sweet and innocent' if that's what you want," she whispered, her voice lower than Ashley could remember ever hearing it. Ashley shook her head.

"No, that's OK. You're good. Just was surprised is all," she rambled, captivated by the dark shade of indigo Spencer's eyes seemed to have shifted to.

"Thought you'd be the one in control, huh?" the blonde teased, leaning down to lick at the tan neck below her, this time from above the brunette's body.

"Yeah but you know, whatever works for you…God," Ashley moaned as Spencer bit down this time, both girl's knowing that she'd just left her mark.

"Mine," Spencer growled possessively, soothing the rapidly reddening bite mark with her tongue.

"Hell yeah," Ashley breathed. She buried her hands in Spencer's silky hair as the taller girl ravished her neck and collarbone. She whined softly as Spencer unconsciously ground their hips together, arching her back for more contact.

"Do you want to stop?" Spencer's lips brushed against Ashley's neck as she spoke, sending shivers through the smaller frame.

"No…" Ashley squeaked.

<She's asking ME?> Ashley thought through her sexual haze.

"Do you?" She felt Spencer shake her head, her hair cascading around them like a curtain.

"No. I want this. I want you." The tone of Spencer's voice made Ashley whimper with desire and she sucked in an unsteady breath as she felt Spencer's hands begin to unbutton her sleep shirt. She frowned slightly as Spencer suddenly tugged and sent buttons pinging into the wall and headboard.

"A little aggressive, are we?" she teased.

"Shut up and let me fuck you," Spencer grumbled hotly. She was getting her chance to show Ashley exactly how she felt and what she wanted and nothing was going to stop her now that she knew Ashley wanted it too.

One dark brow lifted from Ashley's forehead.

"Did you just…" Ashley's train of though derailed as she felt Spencer's tongue dip into her bellybutton swirling around and tickling before traveling up her abdomen to her collarbone, leaving a wet trail in its wake.

Ashley moved her hands from Spencer's hair to the sheets out of fear of pulling too hard or digging her nails into Spencer's scalp. She twisted the sheets around her fists as Spencer licked with the flat of her tongue over one already erect nipple, making it harden even more. Spencer licked, sucked and bit down on the rock hard tip, making Ashley pull and nearly rip the blanket as she banged her fists into the mattress.

"You like that?" Spencer's voice was almost tangible as it wafted over Ashley's sweat slicked skin.

"God yeah," she panted in response. She heard Spencer chuckle before the younger girl's hand gently cupped Ashley's breast and squeezed gently. Ashley felt her eyes roll back at the sensations flooding her body. Spencer's mouth was on one breast, biting and sucking while her hand occupied the other, pinching and teasing the painfully hard nub with her fingers.

<I'm totally being taken here> Ashley mused with the one piece of brain that wasn't awash in hormones. <And I LIKE it>



Spencer started a slow, torturous descent down Ashley's chest and abdomen, nipping at the flesh and leaving random hickeys as she went. When she reached Ashley's drawstring sweatpants, she didn't stop to ask permission. The blonde simply grasped the garment at the brunette's hips and pulled down, forcing Ashley to raise her hips in assistance.

Ashley tried to concentrate as she felt Spencer's surprisingly talented tongue play and tickle with the line of muscle near her hips.

"Spence…your clothes…" she managed to ground out as Spencer bit lightly on her hip.

"Later," Spencer commanded. "Right now, I have to have you." Before Ashley could respond, she bucked off the bed as Spencer's tongue suddenly probed into her slick heat.

"Christ!" she nearly screamed as Spencer moved her tongue up and down, from her throbbing clit to her entrance teasingly. Ashley managed to free her hands from the sheets and dove them into the sea of blonde hair below her, hoping to encourage Spencer closer. Instead, Spencer pulled away, blowing across the wet skin. Ashley hissed.

"Don't rush me," the taller girl instructed. Her voice was firm but full of love. "You are so wet." Spencer dipped her head back down, again licking in a leisurely way, purposely driving Ashley mad with need.

"You taste so good," Spencer groaned, turning her head to bite at the trembling thigh that was spread wantonly next to her head. She smirked as she realized that she left another mark. She then paused to lift Ashley's toned legs over her shoulders, moving her hands under the writhing girl to cup her ass and bringing the brunette's center even closer.

"So good," she repeated, curling her tongue and slipping it into the whimpering girl's hot channel.

Ashley buried her hands in Spencer's hair again, needing to feel the tactile sense of the other girl now that her eyes were screwed shut and her head was thrown back into the pillow. She moved her hips to meet every thrust of Spencer's tongue, panting and begging as the fiery coil of tension in her belly grew impossibly hotter.

"Oh God Spencer please…" Ashley's hair was plastered to her forehead as her head tossed on the pillow, her hands unconsciously clutching and releasing Spencer's hair.

Spencer continued her focused assault on the girl she loved so deeply, noticing idly that she was grinding her own heat into the bed as she moved against Ashley.

She moved her lips up to capture the swollen bundle of nerves that had been pressing against her nose while she licked Ashley. She sucked it into her mouth, smiling at the screech that erupted from Ashley at her action and then stroked her tongue up and down, increasing pressure with each stroke.

"Please…" Ashley begged as tears fell unchecked from her eyes. Spencer removed her right hand from behind Ashley and entered Ashley's center slowly with her index finger. Instantly the bucking girl's muscles clamped down and drew the digit in further.

"Oh fuck me!" Ashley breathed in wonder at the sensations Spencer was causing her to experience.

"I am," Spencer giggled. She then added another finger and curled them towards herself, trapping Ashley's clit between her mouth and her fingers. She began to move her fingers in and out of the tight channel, slowly increasing her speed and watching the increasingly erratic motions of the body below her.

"Cum for me, Ashley," Spencer purred before biting down slightly on Ashley's clit.

Ashley cried out as the intense orgasm ripped through her, Spencer's name bouncing off the walls repeatedly. Even as she helped Ashley ride out her orgasm, her fingers still deep inside the brunette, Spencer continued to stroke and lick. She wanted to take Ashley higher.

And she succeeded as moments later Ashley screamed again, her entire back bowing so that she came off the bed. Spencer withdrew her fingers as the last of the tremors passed and lovingly licked at the juices that remained before moving up to stretch out next to the panting girl.

Not letting Ashley regain herself, Spencer claimed Ashley's mouth again, licking at the inside of the hot mouth, sharing with Ashley the brunette's own wonderful flavor. She devoured those lips, nipping and biting as Ashley surrendered herself.

"Mine," she informed the still gasping girl in a possessive growl. She swallowed Ashley's guttural moan in another searing kiss.



Eventually Spencer released her hold on the shorter girls' lips, moving to recline beside her. She lovingly brushed the sweat soaked hair from Ashley's face, watching the flushed girl try to reclaim her breath. Eventually, deep brown eyes opened and focused on ocean blue.

"That was…" Ashley whispered softly when they parted. "Little Miss 'Sweet and Innocent', huh? So not buying THAT anymore." Spencer laughed and shrugged.

"Yeah well, they tell you to watch out for the quiet ones," she said glibly. "Plus, when I see something I want, I go for it," Ashley arched a dark brow.

"And exactly how long have you wanted me?" she asked only half joking. Spencer closed her eyes and pretended to be deep in thought.

"Since that first day," she declared, opening her eyes and staring deep into Ashley's trying to convey how truthful she was being. "Ever since you dropped your books and bitched at me. You looked so fucking hot in that tiny skirt and half-shirt."

"OK, that's twice you've used 'fuck' as an adjective. Spence, I didn't think you even knew that word," Ashley giggled.

"Actually, the first time I used it as a verb," Spencer pointed out. Ashley rolled her eyes.

"Whatever. Damn, though. Spencer, I gotta know, where the hell did you learn that if you've never been with a girl before?" Spencer blushed a deep shade of crimson.

"Promise not to laugh?" she asked.

"No," Ashley answered honestly. Spencer lightly rapped the brunette on the arm.

"Ass," she scolded, only to be answered by a wide smile. "OK, let's just say I know where Glen keeps his DVD collection. And as much as he says lesbians are disgusting, 95% of his collection is exactly that."

"Ha! Typical male," Ashley pointed out as she leaned up on her elbow to face Spencer, letting her fingers trail down the other girl's cheek and jaw line. "Anywhere else?"

"Ever heard of fan fiction?" Spencer asked. At Ashley's confused frown she explained:

"It's where fans of a TV show, movie, book, comic, whatever, write their own stories using the characters already established. That way they can put anyone they want to into relationships. I read a lot of what's known as 'femslash' on the internet. It's two girls in a relationship."

"I see. And yet you still questioned your sexuality?" Ashley wondered. Spencer leaned over and kissed her.

"I wasn't really 'questioning'; I was making sure," she confessed.

"Ah, I see," Ashley nodded. She let her eyes roam from Spencer's face, across her chest to her abdomen, over her hips and down her legs before they slowly traveled their way back up. "So…you gonna share that body of yours or be greedy and keep it all to yourself?"

Spencer shivered from the intensity of Ashley's gaze, feeling as if she'd been scorched by hungry brown eyes.

"Well, I was thinking about being greedy," she teased, grinning at the narrowed eyes that glared back. She sat up and slowly pulled her shirt over her head, baring her bra-clad chest proudly. She saw Ashley's hands twitch and warned the brunette not to move with a glance.

Ashley swallowed past a suddenly dry throat while Spencer slowly lowered the straps of her bra before reaching behind her to undo the clasp. The garment relaxed its hold on Spencer's breasts and she flung it across the room.

Ashley openly gaped at the beautiful sight in front of her making Spencer blush.

"I think you're way past being able to pull off 'shy and coy', Spence," Ashley teased at the blush, her voice holding a breathless quality.

"I am shy," Spencer protested with a pout. "The way you're looking at me…"

"I want you," Ashley said simply in explanation to her wanting look. She sat up and pressed her lips to Spencer's, both girls moaning at the feel of their bare breasts pressed together.

"Spencer, can I…can I touch you?" she asked softly. Spencer let her head drop to look at the small space between them.

"I want you to. But I don't think I'm ready for more than…this." She reached up, cupping one of Ashley's breasts in her hand, squeezing slightly and pinching the erect nipple between her thumb and forefinger. Ashley moaned and leaned in for a kiss.

"Can I ask why? I'm not upset, baby, just curious," the brunette clarified when she pulled away. Spencer felt tears start to slide down her face.

<She's going to be so mad…or disappointed> Spencer sighed. <It's not fair to her but…I just can't>

"Don't cry, Spencer, it's ok. It's just, after what happened earlier, it was so great and I just want to make you feel as good, as special and loved as I did. If you're not ready, then that's OK. I want this to be right."

Spencer grabbed Ashley in a bone-crushing hug.

"Thank you," she sniffled. "I want it to be right too and I'm not sure that now is that time. We didn't speak for a week and you were drowning your sorrows. We just kissed for the first time. I just want…"

"Ssshhh, I understand. Really I do," Ashley assured her gently. She could see how nervous Spencer was with asking her to wait. And secretly at heart, Ashley was a romantic so in a way, she agreed with Spencer.

"You do?" Spencer asked pulling away to look into Ashley's face to see if her friend was lying. Ashley smiled and nodded.

"Of course. You want your new first time to be really special. I get that," she brushed the backs of her knuckles against Spencer's cheek, stroking gently. "And it will be. I promise."

Part 16

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