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



Spencer watched as Ashley slept beside her in the bed. The brunette had her head on Spencer's shoulder, her arm thrown over the blonde's midsection and their legs were totally tangled together. After making out for an outrageously long time, they'd finally succumbed to sleep.

Spencer was dressed in only her panties, having discarded her jeans a while ago and Ashley was still naked. Spencer loved the feel of that petite body pressed so intimately against her own.

She also loved the way Ashley felt in her hands. Soft and supple with underlying muscle that was so firm in her hands.

<God, I want her again> she sighed to herself. <But I doubt I'll ever get enough of her, even if I had a lifetime. Or three.>

She looked at the dark red bite mark on Ashley's neck and found herself blushing fiercely. It had just felt so natural, so instinctual for her to bite Ashley like that, to mark her as taken.

<Heh, guess I have some 'possession' issues> Spencer snorted to herself. <At least Ashley didn't seem to mind>

She felt Ashley snuggle closer as she started rubbing small circles on the sleeping girl's back. She had just started to drift off again when she felt moist heat against her breast. She looked down to see Ashley slowly licking the soft area around a rapidly tightening nipple. Ashley was looking up at Spencer with a mischievous glint to her brown eyes.

"Well, hello to you too," Spencer smirked at Ashley as the brunette wriggled her eyebrows in response. "Do you always wake up this rambunctious?"

Ashley gave one long lick to the erect bud, making Spencer visibly tremble and then slid up to kiss Spencer on the lips.

"Only when I wake up in bed next to the most beautiful girl in the world whom I had amazing, mind-blowing sex with the night before," she responded cheekily. She put her hand on Spencer's bare abdomen, stroking softly at the silky soft skin. The action sent pleasant chills through the blonde, making her heart speed up and the hot spark of desire to flare.

"Actually, we had sex during the day, hon. It's nearly midnight," she said sweetly. Ashley frowned and glanced at the clock.

"Wow…time flies when you're having multiple orgasms," she joked. Spencer just shook her head and laughed.

"Well, I'm glad you enjoyed it." Secretly, Spencer was feeling rather proud of herself. She knew that some of the rumors about Ashley's promiscuity at school were exaggerated, she wasn't a slut like Madison declared. At the same time, Spencer also knew that the shorter girl had her share of experience, experience that Spencer herself didn't. So she was relieved that Ashley was obviously happy with her 'performance'.

"Yeah, I did," the brunette said huskily into Spencer's ear, her tongue darting out to lick the side of the ear. Spencer shivered again. "Did you?"

Spencer nodded before turning her head to capture Ashley's lips. The kiss was intense, passionate with both girls trying to pour as much feeling into the exchange as possible.

"God, yes, Ashley," Spencer whispered. "You taste, you feel so good." Her voice had dropped down to a growl that made Ashley's insides clench reflexively. She wanted Spencer so badly, and wanted to be taken by the blonde again.

<And again and again and again> she thought to herself. <Forever. I wish I could tell her that. But I don't wanna scare her>

She couldn't help the moan that escaped her when Spencer moved to her neck and lavished attention on the bite mark that she'd left earlier.

"I'm sorry that I hurt you," the soft voice broke through Ashley's rapidly building sexual haze. The apology was so sincere that it caused tears to cloud Ashley's eyes.

"Don't be, I'm not," she assured her lover, tilting her head so that Spencer had better access to the injury. Spencer reacted by licking and blowing gently across the harassed flesh.

"I liked it, Spencer. I don't mind," she continued in the wake of Spencer's silence. "I really…I really like that you marked me as yours, as taken." She lifted Spencer's chin to look into those blue eyes that she'd fallen so completely for.

"I am yours, right?" Ashley asked, vulnerability and fear coloring her voice. "If you want me, I mean."

Spencer ducked her head again. The gentle quality of Ashley's normally husky voice, so full of openness and anxiety, exposing the girl's emotionally fragile soul, made tears stream down Spencer's face.

Ashley, misinterpreting the tears and avoidance as rejection, swallowed her heartache and moved away from the girl she knew she loved.

"S'ok, Spence. Don't worry about it," she got up out of the bed, still rambling.

"I mean, I don't really know what I was thinking right now, about you wanting me." She picked up her pants from where they'd fallen on the floor and pulled them on, turning to try and find her shirt. She had to get away, far away before Spencer saw her lose it. She was already starting to shake.

<I've got to get away from her. NOW! What was I thinking? Spencer could never love me. She just wanted me and I'm not complaining. It was fan-freaking-tastic. But she doesn't, couldn't possibly want me, long term> Ashley thought frantically, feeling her heart and chest turning cold with numbness. She was not going to let herself feel this, shutting off her emotions as much as she could as she searched for her shirt.

Spencer was stunned. She hadn't realized that her actions would be so badly interpreted or that she wouldn't have a chance to explain. But as she watched Ashley flit around the room like a hummingbird on crack, she realized that she had to say something or Ashley would be destroyed.

"I mean, you can do better than me anyway. You're 'new first time' should be with someone really special and not someone with as much fucking baggage as I have." Ashley was so busy ranting that she didn't notice Spencer get off the bed and approach her.

"I'm a lost cause anyway. I probably wouldn't be able to sustain a relationship anyway. Not that you wanted a relationship; at least with me, I mean. Yeah so this is probably better this way and I'm sure that special person for you will eventually come along…" She jumped when she felt Spencer's arms circle her from behind and she froze. Her heart hammered painfully in her chest when she felt her taller friend's warm breath tickle her ear.

"Stop, Ashley, just stop," Spencer asked softly. "Please calm down." She could feel Ashley trembling in her arms and it broke her heart.

"Spencer, please let me go," Ashley asked, her voice nearly begging and the threat of impending tears clear. Spencer tightened her grip.

"No, Ashley. I'm not letting you go. Not now, not ever," Spencer said firmly. When she felt Ashley relax marginally, she continued.

"You didn't give me a chance to explain, Ash. I was so…" she paused to find the right word. "Overwhelmed. Overwhelmed by the thought that you'd want to BE mine. I'm not this fancy LA girl that's all chic and cool and hot that I know you could get. I'm just me and I'm not rich or fancy like you. I lo…" She stopped, not ready yet to expose that much or leave herself so vulnerable.

"I care so much for you and want you so badly, Ashley. I don't think you understand. It's not just lust or sex for me. I want you, all of you. Today, tomorrow and forever long you would want to be with me." Ashley turned around in the circle of Spencer's arms. The two tearstained faces stared at each other for several moments.

"Even with my issues?" Ashley asked hopefully. She almost didn't dare to dream that this was real but the wide grin that spread across Spencer's face made it so.

"Yes, even with and because of," the blonde giggled. "You're Ashley Davies. And I really…" Kiss. "Really…" Kiss. "Like Ashley Davies." She kissed Ashley again, feeling the rest of the stress evaporate away from the smaller girl. She leaned down and kissed the bite mark again, making Ashley moan.

"Besides, this makes you mine," she pointed out playfully. Ashley put her hands on either side of Spencer's face and pulled her back into a searing kiss that made Spencer's toes curl.

"Yours," Ashley whispered as they caught their breath. "Body and soul."



Deciding to get out of the house even though it was late, Ashley showered and they got dressed, or more accurately dressed each other amid touches and soft kisses, and got into Ashley's car. She drove around for a while, trying to think of where to go. Finally deciding on an overlook where they could look at the city lit up at night much like the night of the dance at the beginning of their relationship.

The entire drive, Spencer held Ashley's right hand in her left, interlocking their fingers together. She was amazed at how well they fit together, no space or gaps.

<Almost perfectly. She has beautiful hands> Spencer thought dreamily. She turned her head to look at Ashley's profile. <Actually, everything about her is beautiful> She saw Ashley smile.

"See anything you like?" she teased while she drove. She could feel the stare from beside her and it warmed her heart.

"Yeah," Spencer said quietly. She lifted their intertwined hands to her face and kissed the back of Ashley's. she honestly never felt so content in her life as she did right then."Can I turn on the radio?" Ashley shook her head.

"Play the CD instead. Track 8," she suggested. Reluctantly disengaging her hand from Ashley's, Spencer did as instructed. A slow happy smile spread across her face as the guitar and piano started to softly play.

"I love this song," she sighed. Ashley grinned.

"Wait until you hear it," the brunette said quietly.

'I could drown in you
I will fall right through
You could crash me down
Take me underground
Something you don't see
Something you don't know
Wanna to spin you around
And tell you that you're beautiful'

Spencer felt her jaw fall open. Instead of the pleasant male voice that she expected, Ashley's warm rich one drifted to her ears.

You're beautiful
You're beautiful
You're beautiful
You're beautiful

You're beautiful

Wanna to show you that
Oh you don't know
You're beautiful
You're beautiful
You're beautiful

You're beautiful

Wanna to tell you that
Oh you don't know
You're beautiful
You're beautiful
You're beautiful
You're beautiful

"Ashley?" she wondered. She saw the smile that lit up Ashley's face.

"I recorded it for you," Ashley admitted softly. "I hoped to one day play it for you, live."

"I'd love that," Spencer said happily.

Like the feel of a gun
Staring at the sun
Like I step on a crack
You give me no way back

Cuz you still don't see (still don't see)
Oh you still don't know
I wanna to pull you down
And show you how
You're beautiful
You're beautiful
You're beautiful
You're beautiful
You're beautiful

You're beautiful
Wanna to show you that
Oh you don't know
You're beautiful
You're beautiful
You're beautiful

You're beautiful

wanna tell you that
oh you don't know
you're beautiful
you're beautiful
you're beautiful
you're beautiful

"You really are beautiful, Spencer," Ashley said seriously as she pulled into the small dirt parking lot that over looked LA.

"So are you," Spencer added lovingly. They grasped hands and sat in silence listening to the rest of the song.

I could drown in you
I would fall right through
You could crash me down
Take me underground
Something you don't see (something you don't see)
Something you don't know
Wanna spin you around and
Tell you that
you're beautiful

you're beautiful
wanna show you that
oh you don't know
you're beautiful
you're beautiful
you're beautiful

you're beautiful

wanna tell you that
oh you don't know
you're beautiful
you're beautiful
you're beautiful
you're beautiful

Like the feel of a gun
Staring at the sun
Like I step on a crack
You give me no way back
'but you still don't see
you're beautiful'



Ashley leaned against the hood, Spencer in her arms in front of her, leaning into the shorter girl's body. The view was gorgeous but to Ashley, the girl in her arms was the most beautiful thing she'd ever seen. She rested her chin on Spencer's shoulder, sighing happily.

"Ashley?" Spencer whispered, not wanting to speak too loud and ruin the mood.

"Yeah?" came the soft response.

"Does this…Does all of this make us girlfriends?" She knew that she was probably being silly, but she needed to actually hear Ashley say the words. Then it would all be true and 'official' in her mind.

"Do you want to be?" Ashley's voice so close to her ear, made Spencer tremble and caused her heart rate to pick up.

"Ash, I wanna know what YOU want," she protested softly. "I want this to be a mutual decision. I know we've already said that we belong to each other but I need to hear the words. If all you think you want right now is some sorta 'friends with benefits' thing…" She paused to take a breath, feeling Ashley's' embrace tighten slightly.

"Well," she continued when Ashley didn't speak up. Unknown to her, Ashley was letting her speak, hoping that the blonde would work through her issues verbally. All she wanted was Spencer, forever if the other girl would have her. But she recognized Spencer's need to voice her fears and concerns.

"I don't know how I'd feel about that. I'd need time to consider it. I don't want to see you with other people. That thought makes me nauseas. Someone else kissing you or touching you; the thought of you making those sounds…" she shivered with desire at the memory of the sounds Ashley made while they were making love. She had never heard anything so fantastic in her life. Ashley was so open and vulnerable and Spencer had felt so connected to her with every pant and whispered plea. She was the one bringing Ashley to that place and she wanted it to be her for the rest of their lives.

"The thought of you making the sounds you make because someone else was touching you," she shivered again, this time in repulsion at the very thought. "It bothers me. I know I probably shouldn't feel so, I don't know, possessive or something. But I want you with me and only me." She sighed as Ashley stayed quiet, thinking that this wasn't what Ashley wanted.

<She's Ashley. She probably doesn't want to be tied to just one person right now. And I guess if I want her then I need to accept that. No matter how much it sucks>

"Spencer, you know that you're all I want," Ashley whispered. Spencer shook her head.

"I need to hear you say that I'm your girlfriend. If it's not something you want…"

"I want you," Ashley confessed. Her arms tightened around Spencer's waist. "I want you as my girlfriend, my best friend, my lover…hell if we could get married someday, I'd go for that and I'm usually against marriages. They seem overrated."

"I don't want anyone else, Spence. Only you," she went on as she felt Spencer relax into her arms again. "I don't want to kiss anyone else, ever. Just you. And the only touch I want to feel is yours. I want it all with you, Spencer. Only you."

Pure joy and happiness filled Spencer when Ashley finished speaking. Ashley was really hers.

<Note to self: work on your possessive issues> Spencer laughed to herself.

"So I'm your girlfriend?" she asked again hopefully. She turned her head slightly and felt Ashley move to kiss her.

"I'd like that, Spence. A lot."

"Penny for 'em," Spencer finally broke the comfortable silence later as they continued to stand looking over the horizon. She was still in Ashley's arms against the car. She was beginning to think she could stay right there, in that moment forever.

"Just thinking that if this is an alcohol induced hallucination, I better not ever wake up," Ashley joked although a current of truth laced her words. If this WAS a dream, she definitely hoped to never wake up. To wake up now, after experiencing what she did, Ashley wasn't sure that she'd be able to face another day without Spencer.

"It's not a dream."

Spencer turned around in the circle of Ashley's arms, wrapped her arms around Ashley's neck and kissed the brunette passionately, licking the tip of her tongue against Ashley's lips teasingly. She felt Ashley moan, her smaller frame vibrating against her chest. Ashley's lips parted and Spencer slipped her tongue in, feeling the other girl's tongue begin to dance with hers. They tangled and stroked for long minutes until she sucked Ashley's bottom lip into her mouth and bit down.

Ashley's moan was guttural, primal and further ignited Spencer's desire to have her. She buried her hands in the luxurious brown curls on Ashley's head, pulling her impossibly closer. Placing her thigh between Ashley's, Spencer leaned in, being careful not to hurt Ashley's back where it was pressed against the car.

Then she released the lip she'd been nibbling and tapped her tongue against the roof of Ashley's mouth before then smoothing it across Ashley's perfect teeth. Ashley squirmed between her and the car, pressing herself closer to Spencer's thigh, her hands under the back of Spencer's shirt, nails slightly digging in. Spencer pulled away slightly, opening her eyes to look at Ashley's bliss filled face.

Spencer then began to lick at the edges of Ashley's full, kiss bruised lips, teasing the musicians tongue to poke out and try to catch her. But she kept her tongue just ahead of Ashley's attempts, causing her lover to pout beautifully.

Leaning in to lick at one perfect ear, feeling Ashley start to kiss and lick her neck, Spencer whispered.

"Ash, I want you again. Here, now." She heard Ashley gasp and grind harder against her thigh.

"Say it, Spence," Ashley panted. "Say it." Spencer frowned in confusion for a minute before Ashley's request registered. She smiled and bit down on the lobe of Ashley's ear.

"I wanna fuck you, Ashley. Now."



They tumbled into the backseat, a jumble of arms, legs, want and desire. Ashley felt herself pinned beneath the slightly larger frame, the other girl's hands roaming and mapping her skin.

<God, what she does to me> she thought as she instinctually arched into Spencer's wandering hands. Every touch, each caress seemed to sear Ashley's skin. She'd never felt anything like it.

<I'm on fire and we're just starting. God, I want her so bad. I NEED her. I never thought I'd feel like this about anyone. I…I think I love her>

Spencer lifted the tee shirt that Ashley had on up, propping the brunette up slightly to get it up over her head.

"Don't destroy all my clothes, babe," Ashley giggled at Spencer's grunt of frustration when the shirt wouldn't cooperate. Spencer silenced her with a kiss. A kiss that grew in intensity as clothes were shed and hands wandered over warm skin, tracing the slopes and planes, memorizing their territory.

Long minutes later, her body humming from the near worship that Spencer showered upon her, Ashley gasped as Spencer slipped one pale finger into her center, sending shock waves of ecstasy throughout her body. She pushed down on the blonde's hands, seeking to pull her in further.

"God, I…love the way you feel inside me," she panted, matching each thrust of Spencer's hands with her hips.

"You feel so good," Spencer growled, her lips mere millimeters from Ashley's. She loved watching the other girl's face as she approached orgasm. It made her own arousal more powerful. "So hot and wet."

"Only for you…" Ashley moaned. She whimpered as Spencer slid another finger in to join the first.

Part of Spencer couldn't believe that this was happening; she was actually having sex in the back of Ashley's SUV, in public. But the sense of taboo that went with the experience only served to ratchet up her own feeling of pleasure.

"Spence, I'm gonna…Oh God," Ashley panted. She grasped tightly to the back of Spencer's neck, pulling her in for a hot kiss. When Spencer's thumb pressed into her clit, Ashley moaned her orgasm into Spencer's mouth, breathing her air and wanting it to go on forever.

She sighed when she felt Spencer withdraw her fingers later after the last aftershock had subsided, disappointed at the loss of contact. She laid there in the back of the SUV trying to catch her breath until she heard a sigh come from Spencer.

Ashley lifted her head and saw Spencer sitting uncomfortably beside her. The blonde's body language screamed at Ashley for release.

"Here, Spence, let me," she whispered, sitting up with her back against the door and wrapping her legs around Spencer's waist from behind. Spencer leaned into the touch and then groaned at the feel of Ashley's wetness against her back.

"Ash, I don't want…" she started. Ashley kissed her exposed back. Again, like earlier in bed, Spencer was only in her panties having shed the rest along with Ashley.

"Sshh, I know. And your first time with me will not be in the back of a car," the brunette assured. "But maybe this will do for now." Ashley wrapped her arm around Spencer, putting her first three fingers over the wet crotch of Spencer's panties. She pressed down on the damp material, earning a gasp from Spencer as the larger girl arched into her hand. She continued the pressure, rotating her fingers in slow lazy circles over Spencer's hot flesh, amazed at both the heat and moisture she could feel through the thin cotton panties.

Spencer bucked her hips into Ashley's fingers with each movement, her back in turn pressing into Ashley's arousal. Ashley could feel the edge of the abyss approaching again but wanted to hold it off until Spencer came.

"Harder, Ash…please," Spencer begged, one hand behind her head, wrapped in Ashley's dark locks while the other clutched at one of the bare legs wrapped around her midsection. Ashley kissed and licked at Spencer's neck and shoulders as she stroked the taller girl's heat and rubbed her own against the girl's back. They were meeting each other stroke for stroke, driving the other closer and closer to the edge.

"Oh god, Ashley…oh God," Spencer panted. "Pleeeeeeeeeeaaaaaaaaassssssseeeeeeeee!" Ashley pressed down harder and sped up her actions.

"YES! Oh!" Spencer gasped. She came a few minutes later with a grunt and loud gasp. The sound of Spencer's release echoing in the small confines of the car send Ashley spiraling over the edge again. She bit down on Spencer's shoulder to stifle a scream.

When she returned to her senses a few moments later, Ashley looked at the red mark she left and smiled. Licking it, she leaned into Spencer's ear and whispered.




Ashley laid her head on Spencer's bare stomach, listening to the heartbeat beneath. They were cuddled up in the back of the Cayenne watching the first rays of daylight streak through the steamed up windows. Spencer was running her hands through Ashley's disheveled hair slowly, letting it run through her fingers like water.

"We should head back soon," she said softly as Ashley stretched. Watching that tan, toned body contort like that and hearing the deep satisfied moan fill the car made Spencer's insides flutter.

"Oh God, Spence…I am so sore," Ashley complained with a wink while she pulled on her clothes. At Spencer's mortified blush, Ashley leaned over and kissed her girlfriend.

"Relax, it's the 'damn that was good/happy' kinda sore. Some day, I'll show you what I mean," she promised.

That thought alone caused a wide, bright smile to illuminate Spencer's face. The fact that Ashley really did feel the same for her as she did for Ashley was still hard for her to grasp. She knew it was true; everything in Ashley's eyes when she simply looked at the blonde told Spencer the depth of the smaller girl's feelings. But the sheer fact that it really was happening, Ashley Davies was her girlfriend, still seemed too good to be true.

Ashley wrapped her arms around Spencer, pulling the still amazed and slightly embarrassed girl into a searing kiss.

"Have I told you how happy you make me?" Ashley asked, her voice light but serious. Spencer tilted her head.

"Not in so many words," she teased back, feeling giddy inside at the thought of making Ashley happy.

"Well, you do. I don't think I've ever been as happy in my entire life as I have been since I woke up today…yesterday…shit what day is it?" Spencer laughed.

"Sunday, hon," she hugged Ashley back. "You make me happy too." They pulled on their clothes, stealing kisses here and there as they went along.

"I think I'm gonna have to get the interior detailed," Ashley joked as they opened the door and stepped into the crisp morning air. Spencer crinkled her nose in mild disgust.

"Ew, Ashley, ew," she protested. Ashley arched an eyebrow and smiled.

"Hey, it's your fault. Little Miss 'I wanna fuck you here and now'," she reminded Spencer. Spencer reached out and shoved Ashley lightly.

"If you EVER tell anyone that I said that…" Ashley raised her hands in mock surrender.

"Easy there, tiger. Who the hell would I tell? Aiden? Please. Contrary to popular belief, I do NOT kiss and tell," Ashley explained. At the mention of the basketball player's name, Spencer froze.

"Ash? What are we going to tell him?" she asked, worried. Ashley frowned.

"About what? Us?" Spencer nodded.

"He's bound to notice that something's…different with us." Ashley chuckled.

"Well, if someone who's as dense as Aiden is sometimes can notice that there's something 'different' between you and I, then I think you need to worry about more than Aiden. Like your parents to start," she warned. She watched Spencer pale in the morning sunlight.

<Shit, I should have kept my mouth shut. Now she's going to freak and I'll lose everything. You are so fucking stupid sometimes, Ashley> When Spencer didn't move or speak Ashley let out a loud sigh and opened her car door.

"Come on, Spencer, let's get back to my dad's and get my stuff," she snapped. Spencer automatically got in the car on command, her mind still on the awful subject of her parents, or at least her mother.

<Mom was so pissed that I was even with Ashley this weekend to begin with. If she EVER found out what's happened between us, that Ashley's my girlfriend and we've had sex…sorta. God, she'll send me to boarding school and have Ashley arrested. I'm not sure she can but if it's possible she'll find a way>

"Are you hungry?" Ashley asked, trying and failing to keep a chill from her voice. She had been hungry until she mentioned Spencer's family. Since then, her hunger had become nausea and a cold creeping feeling had enveloped her chest.

<I'm so fucking stupid. I should have stopped her at the first kiss, no matter what I wanted. Spencer's not ready for all this: being gay or bisexual, facing society let alone that bigot of a mother she's got. God this just went to hell in a handbag> She glanced at Spencer's profile as the blonde stared blankly out the window.

<Maybe I'm over reacting, like I did earlier. But if I am, why isn't she talking to me? Probably trying to figure out how to call us off without hurting me. Yeah, well too late, Carlin. You're gonna fucking kill me, I can tell>

"Tell you what, Spencer," her voice came out cold and detached, causing Spencer to tear her gaze from the passing scenery and focus on her girlfriend. "I'll just take you straight home right now and I'll go back to my dad's for our stuff. I'll bring it to school tomorrow or give your stuff to Aiden to give to you. All right?" Spencer frowned and felt her heart leap to her throat.

"What? Why are you mad? Ash, what's going on?" she asked, hurt and confusion carrying through on her voice.

<Why is she so mad at me? Oh God, what did I do? Did I say something?> Spencer worried. Ashley sighed.

"Look, Spencer, I realize now that this is probably wrong for us," she reached up and wiped a stray tear that fell angrily.

<I will not cry over you, Spencer Carlin!>


"I can't do this, Spencer. I can't. I thought I could but, I can't," she declared.

<That's right, Ashley. Do it to her before she can hurt you. It's better off this way>

Part 21

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