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



After a reaffirming deep kiss followed by a hot and heavy make out session that got them booted from the parking lot, the girls decided to go shopping. Spencer spent a good portion of the ride telling Ashley all about her argument with her mother, letting Ashley make her commentaries.

"God, is there any way that we could shoot her into the sun just to be rid of her?" the brunette asked, giggling. "I mean really 'I won't see you burn in hell'? What the fuck? She's setting the table down there!" Spencer laughed but it quickly faded. Ashley immediately sensed the change.

"What's up, babe?" she asked gently. Spencer sighed.

"I think my mom's cheating on my dad," she said softly. "And I don't know if I should tell him or not." Ashley rolled her eyes and shook her head.

"OK, now she's definitely the Hostess of Hell," she joked trying to cheer Spencer. It didn't work. She reached out with her right hand and grasped Spencer's left that rested on the blonde's knee, squeezing gently.

"Hey, hon, if she is then it's better that your dad knows soon so that he doesn't feel like she's been making a fool of him for too long. Trust me, when my dad found out what my mom was doing behind his back, he flipped. He was more angry that he hadn't noticed before he did. He said it made him feel stupid."

"What if I'm wrong and she's not?" Spencer asked. Ashley shrugged.

"What if you're right?" she countered. "Spencer, I know you; you have really good instincts about people. I mean, something told you that I was worth getting to know when everyone said not to. You thought for yourself then, trusted your instincts. I think you should do that now; trust yourself. Even if you're wrong, at least your efforts were well intentioned. You wanna protect your dad. There's nothing wrong with hat." Spencer thought over her girlfriend's words and then smiled.

"You're right," she said happily. Spencer knew that whatever she decided to do, Ashley would back her up. It was a big problem and she was scared of what was going to happen if she was right, but right now it was in the future. She decided to concentrate on the here and now and the beautiful girl currently holding her hand tightly.

She lifted their joined hands and lightly kissed each of Ashley's knuckles, pausing to bite down on her index finger. She felt the vibration of Ashley's giggle in her fingers.

"Hey you over there, behave" the brunette warmed, smiling. "I don't wanna wrap my shiny car around a tree cuz you got fresh." Spencer laughed.

"Alright, I'll keep my hands to myself," she pouted. "For now."

They hit the local mall, walking around shopping and occasionally holding hands. Spencer was still afraid of someone she knew seeing her but every once in a while her need to touch Ashley got the better of her and she'd slip her hand into Ashley's. And the brunette wasn't going to protest any of the times she felt that warm palm envelop her own. She simply wrapped her fingers around Spencer's and basked in the feeling. Several times in various dressing rooms, Ashley found herself up against the mirror, Spencer dominating her mouth and hands in places that made Ashley pray that there weren't any hidden security cameras around to see. They never went all out into actual sex, Spencer still being tough but mindful of Ashley's lingering soreness and a bit apprehensive about being caught.

"Ohh, damn, Spencer," Ashley moaned and hissed as Spencer gave her a hickey on her exposed abs in the changing room at the GAP. (gay and proud!) She buried her hands in luscious blonde hair and pulled her beautiful girlfriend up into a burning kiss. "You're driving me crazy." Spence looked into Ashley's flushed face and arousal blackened eyes.

"God, I want you so bad," Spencer growled against Ashley's mouth. Ashley smiled.

"Yeah," she agreed, darting her tongue out to lick at Spencer's lips and then pulling away, her grin widening. "But not here, baby. OK?" Spencer nodded.

"OK." They parted and tried on various items, pausing to caress and tease each other for long moments at a time. They bought a bunch of things to add to their already impressive haul. Spencer was trying to watch her money because it wasn't as unlimited as Ashley's. Of course, Ashley kept buy nearly everything anyway, no matter how much the blonde protested so her money was at about the same level as when they arrived.

"Hey Ash?" Spencer said softly as they walked through center court. Ashley arched a brow and turned to her girlfriend.

"Yeah?" Spencer blushed.

"Uhm, I was wondering…I kinda wanna go buy you something and I can't do that if you're with me…" she started. Ashley's face lit up.

"OOOO, I wanted to shop for you but hadn't said anything yet," she chirped. "Tell you what, I'll start upstairs and you shop down here and whoever's done first will text the other and then we can switch. Sound good to you?" Spencer beamed.

"Sounds great!" she agreed.

"OK, I'll see you soon," Ashley said, wanting to kiss her girlfriend but knowing better than to do so in public. To her surprise, Spencer leaned over and gave her a peck on the cheek, startling her with a quick, barely there lick as an added bonus. She blushed as Spencer covertly spanked her ass and walked away, leaving her somewhat dumbfounded.

Laughing, Ashley got on the escalator, wondering what kind of goodies Spencer had in mind and what would be something good for the blonde.



After dropping an obscene amount of money in Victoria Secrets on things for both her and Spencer, Ashley moved on to Hot Topic where she picked up several band tee's, a few obnoxious ones, a few pairs of Converse, and some hair dye. She wasn't sure that she'd actually use the dye but for whatever reason, wanted it anyway.

She grabbed a shopping cart from the customer service station and headed into Best Buy. A self-proclaimed (well, mostly to herself at least) technology whore, she perused the new high-tech gadgets, flirting with the idea of getting Spencer a top of the line iPod in black.

(What if she thinks I'm just being pretentious? Throwing money at her? Although my money is one of my better qualities. That and my ass, my abs and boobs. Oh and my face. Heh, yup, I'm conceited) she snickered to herself, earning a weird glance from a nearby employee. Still thinking about the iPod, she wandered through the CD's, grabbing a few and then went over to the DVD section.

(I can have way too much fun here)

Another half hour and large amount of money later, Ashley added several bags from Best Buy into her cart. She was happy with the things she bought, knowing that while she's spent a lot of money, she also knew that she'd put thought into a lot of it and wasn't just buying for the sake of buying.

(Although if I could, I'd buy Spencer anything and everything she ever wanted. I never want her to want for anything) she thought, insanely happy that she had someone to spoil other than herself. While it was fun to buy herself whatever little thing entered her head, it was empty, unfulfilling. Whereas buying for someone she loved, buying for Spencer, made her feel more complete and whole and…happy than anything in her life ever had.

Sometimes Ashley wished that instead of money, she had a worthy family. But now seeing how Spencer's family looked so perfect on the surface, with their fresh baked brownies, diagonally cut sandwiches, dinner grace and church on Sundays ways, when it was in fact severely flawed underneath, made her sort of appreciate the fact that her own family was at least upfront about its dysfunctionality and not phony about it.

If there was one thing that Ashley Davies prided herself on, for the most part, it was the fact that most of the time, what you saw was what you got. 'This is me and if that's a problem for you, fuck off' kind of summed up Ashley's approach to life. But despite her rough and tumble exterior, developed over time to protect the wounded soul underneath, Spencer had still wanted to get to know her. And wanted to be with her. Now Ashley didn't feel quite so dysfunctional.

(Spencer makes me feel normal. How ironic is that?) she laughed silently.

She wandered through American Eagle, Aeropostale, and a few others when her cell phone rang. Flipping it open she read Spencer's message.

[[ OK. Wanna swtch? Luv u xxx (3]]

After watching Ashley's ass ascend the escalator, Spencer headed off to shop. She had her bank card, her account fairly flush with years worth of birthday and holiday money given to her. She'd never really known was she was saving it for; this was the first time that she really felt like spending it on something more than a CD or movie for herself.

(I wish I had the money to really spoil Ashley) she sighed, walking around FYE. (Then I could buy her things, take her places and show her how someone who cares for you really acts. It's starting to sound like her childhood, while privileged, was very unhappy)

She found a few CD's she wanted and decided to treat herself while she picked up various little things for Ashley. She hoped that although she lacked the finances Ashley had at her disposal, that the brunette would appreciate her efforts.

Going into a poster store on a whim, she looked for posters and things of Ashley's father's band. Delighted, she found a few things buried deep in the racks. Knowing that Ashley adored her father, she bought them even as the clerk tried to point out that they had concert posters for newer and more popular bands.

"Well, since the lead singer's daughter is my best girlfriend, I think I'll take these," she said somewhat smugly. She wasn't quite ready to use the term 'girlfriend' even to a complete stranger and was very happy with her verbal compromise. The clerk simply rolled his eyes, his facial expression clearly saying 'yeah right' and rang her out.

She wandered to the Disney store, spending a great deal of time poking around the store and picking up little odds and ends. She put a few Disney Land brochures in her bag on the way out, thinking she might mention to Ashley that she'd never been.

(Maybe we can go as a treat for our one year anniversary. I should have enough time to save, that way) she smiled to herself. (Heh. It's been a week and I'm already looking at our first year anniversary. I can't help it. I love her so much and I see my future with her in it)

She looked up from her musings and saw the novelty store 'Spencer's Gifts'. Grinning devilishly, she bounded over, a few less then church worthy thoughts bouncing around her head.

('Spencer's Gifts' indeed) she thought to herself, imagining a few items she hoped that they had.

When she exited the store, she figured that it was time for her and Ashley to switch floors. Smiling widely as she thought about what was hidden in her bag, she sent a text to Ashley.

[[OK. Wanna swtch? Luv u xxx (3]]

Moments later her phone beeped.

[[meet me @ elevtor n 5. u2 xxx (3]]



"Ok, I think we, or rather you, may have just single-handedly paid the malls rent for the next two years!" Spencer laughed as they pushed their carts to the car parked in the parking garage. They were both over laden with packages, bags and boxes. Ashley laughed and opened the backseat door.

"Ah, the benefits of a rock star dad," she said jokingly. "Unlimited credit!" Spencer joined her at the door and frowned.

"Why don't we just put the stuff in the back?" she asked, curious. The back section of the SUV was covered in the built in tarp, hiding any contents from view. Ashley froze for a second but then recovered.

"I got some stuff back there that I forgot to empty out. It's kinda full. Don't worry about it," she said, hoping to get Spencer to let it drop. She didn't want Spencer to see her overnight bags in back. Shrugging Spencer nodded.

"Okay." Relieved that Spencer wasn't pushing the issue, Ashley started packing the back. It was going to be a tight fit, despite the overall size of the car.

"Here, I'll go around the other side and you hand me things through," Spencer suggested. She climbed in the other door and started trying to make all the bags and packages fit. They were almost done when a loud whipping sound filled the car. Groaning, Ashley saw the cover on the back roll itself up, their movements in the backseat loosening the clasps on the cover.

"Oh fuck," she swore under her breath, knowing that she wasn't fast enough to keep Spencer from looking.

Spencer leaned over to look, seeing several blankets and a duffle packed in there along with Ashley's iPod and a few bags of food. She stared at it, waiting for her brain to process what she was looking at.

"Fuck me sideways with a chainsaw," Ashley grumbled, turning around to lean back on the car. "Spence I can explain…"

"That you lied about staying at a hotel and are currently sleeping in your car?" the blonde called out from the car. Ashley banged the back of her head against the car in frustration.

"Ashley, stop that," Spencer said, suddenly right beside her, making the brunette jump. "Why did you lie to me?" Her voice wasn't angry, just kind of hurt and confused. Ashley sighed and shook her head.

"I'm sorry, Spencer. I just…I didn't want you to worry or anything," she stammered. Spencer caressed Ashley's cheek.

"Of course I'm gonna worry, baby," she said lovingly. "I don't like the thought of you sleeping in your car in some dark parking lot all alone. You could get hurt." Shocked at Spencer's lack of anger, Ashley struggled to think of something to say.

"I…I have mace," she finally came out with lamely. She was still waiting for Spencer to get upset; after all, they'd just had a conversation that morning about trust and faith and here she was keeping a secret. But instead the blonde just seemed concerned.

"You can come stay at my house," Spencer said with a smile. Ashley shook her head.

"Nah, I can't. Your Mom already thinks I'm the Anti-Christ and besides…" she paused, biting her lip. Spencer frowned. She reached over and put her hands in the front pockets of Ashley's jeans, pulling the older girl closer and letting their hips collide.

"Besides what?" she asked, teasing Ashley's jaw line with butterfly kisses.

"You're not mad?" Ashley asked, her head beginning to swim at the closeness of her girlfriend. Spencer shook her head.

"Nope. Just concerned. I understand though," the younger girl responded. "Now what possible reason could you have for not wanting to stay at my house?" As she said this, she continued to press just barely there kisses to Ashley's neck and stroke at the tan girl's exposed abdomen.

"Have I ever told you that I love you in these jeans?" the blonde purred. Ashley felt her pulse pounding in her ears.

"Oh God, Spence…this is why," she gasped. She felt Spencer smile against her neck.

"Oh I see," she chuckled. "Spending the night on the couch not gonna do it for you?" She licked at the mark she left on Ashley, feeling the brunette shiver. Ashley shook her head.

"Uh-uh," she managed to articulate. (very smooth, Ash, very smooth. God, I'm a puddle at her feet!)

"Then why don't we get a hotel room, baby?" Spencer husked, reaching over and nibbling on her girlfriend's ear, making her moan.

"We?" (Was that shaky thing my voice? Jesus!) Spencer moved her head to look into Ashley's eyes and nodded.

"I already told my dad I was staying at your house. I don't have to be home until tomorrow night," she said slyly. "We have…" She paused and placed a kiss to Ashley's neck. "All the time…" this time it was a lick to the smaller girl's ear. "In the world." She pressed her lips to Ashley's, inhaling the moan that rose from the back of Ashley's throat. She felt it vibrate through her, making the hair on her arms stand up.

When they parted, indigo eyes gazed into nearly black ones.

"Then what are we waiting for?" Ashley rasped.



A room at the Ramada Inn was quickly procured and the girls, along with a bell hop carrying both Ashley's supplies and their stuff from shopping, giggled at each other the entire way to the room. As soon as the door shut behind the bell hop, Spencer had her hands on Ashley, tugging at her clothes and kissing her wildly. Reluctantly, Ashley pulled away.

"What?" Spencer pouted. Ashley wagged a finger at her.

"You're gonna have to wait, I wanna show you something," she said, walking over to one of her bags and rooting through it. "Go sit on the bed, I'll be right back." Not waiting for Spencer's response, Ashley walked into the bathroom and shut the door.

Confused but intrigued, Spencer did as she was told, occupying herself by undoing her bra and discarding it without ever taking off her shirt. She tossed it aside, out of sight and sat thinking.

(Maybe I should tell her now that I'm done waiting. There's never going to be 'the perfect time' for my 'new first time'. As long as it's with Ash then it's perfect.) She smiled to herself, excited to finally share herself with Ashley.

(God I want her so bad. I hope it's always like this. I get such a rush just from touching her…I think she'd addicting.)

"You ready?" Ashley's voice called from behind the closed door.

"Oh hell yeah," Spencer muttered under her breath. "Yup!" she called out louder.

"OK, close your eyes," Ashley ordered, her head poking around the now barely open door. Spencer frowned at her. "Do it!" she ordered. With a disgruntled sigh, Spencer complied.

"All right, now don't open them until I say to, got it?" Ashley asked. Spencer nodded. She could hear Ashley's soft footsteps on the carpet. "OK, open 'em."

Spencer opened her eyes and gasped. Ashley looked stunning, standing there in sexy lingerie. The outfit was black lace. The top consisted of unlined, no-wire cups and grommet trim falling over Ashley's sexy toned abs; the bottom part matched perfectly. The top itself tied around Ashley's neck like a collar. She stood there proudly while Spencer devoured her with her eyes.

"Do you like it?" she asked shyly. Spencer had been quiet for so long that Ashley was starting to feel self-conscious.

(What if sexy lingerie is like, really bad in her religion? Maybe it's like a sin or something. I don't know why this would be worse than pre-marital lesbian sex though. Then again, I don't understand shit about religion)

"Ashley, I…I mean…GOOD HOT DAMN!" Spencer finally found her voice and exclaimed. "You look so…HOT!" Ashley felt herself blushing. She was used to various compliments about her body; everyone used them to feed her ego and get on her good side or in her pants. But even then she knew them for what they were; empty words. Hearing them from Spencer though was completely different.

She felt really and truly beautiful when Spencer looked at her. It's one thing to know that you're pretty; it's another thing entirely to believe it. She believed it for the first time.

"I bought it for you," she said softly. "To wear for you." Spencer reached out and grasped Ashley's hands, pulling her closer so that the brunette stood between her knees. She kissed each of Ashley's fingers and then turned her face up to look at her girlfriend.

"And you look, breathtaking, Ash. Absolutely breathtaking. Thank you," she said sincerely. Ashley blushed deeper and tilted her head slightly so that she was looking at Spencer through her hair.

(Awww shy Ashley is so cute!) Spencer giggled to herself.

"Just so you know, though," the blonde continued. "Even in a plastic garbage bag, you would take my breath away."

Spencer pulled her girlfriend down to her, pressing their lips together in a sweet kiss that quickly grew in intensity. Any thought of telling Ashley that she was ready had flown from Spencer's mind the moment she opened her eyes. She only wanted Ashley.

She leaned back on the bed pulling Ashley down on top of her. They explored each other's mouths for several long minutes before Spencer flipped them over and repositioned them on the bed.

"You look so pretty," Spencer said, her voice holding an element of awe to it. "I hate to take it off." Her eyes fluttered shut as Ashley's hands dipped under her shirt and crept up to massage her breasts. Ashley arched an eyebrow at the missing bra.

"Mmmm, nice," she hummed, gently kneading and squeezing the soft flesh in her hands, feeling Spencer arch her back into her hands.

"Ashley," was whispered on an exhale, making the brunette in question quiver. There was so much want in the voice that it made Ashley's need to feel Spencer intensify.

She pinched Spencer's hard nipples with her fingers, pulling slightly and drinking in the hiss and growl that her actions brought out of the blonde. Smiling, she repeated it, this time a little harder. The growl deepened and Spencer slowly started rocking her hips against Ashley's. She pulled Spencer's shirt up over the younger girl's head without resistance, letting her hands then roam the pale skin of her girlfriend's tummy. She rested her hands on Spencer's hips, guiding her as she moved her body in synch with Spencer's.

Blue eyes finally opened and fixated onto brown, pinning the older girl to the bed with their intensity. Spencer leaned back down and kissed Ashley, her tongue demanding entrance and then teasing the soft confines of Ashley's mouth.

Ashley moaned as Spencer left her mouth and began to assault her ears, moving slowly down her neck with nibbles, licks, hard suction and bites as she went. She was quickly becoming a trembling bundle of need under Spencer's attentions.

She gasped as Spencer moved lower, biting on her collarbone and then licking the red mark with her tongue in silent apology before moving lower. Much to Ashley's disappointment, the other girl skipped her breasts and instead traced the outline of her abs with a skillful tongue.

She was quickly losing herself in the sensations Spencer was creating by worshipping her body but there was something Ashley really wanted. She meant to discuss it with Spencer earlier in the car but their impromptu argument and the following make-out session had chased it from her mind. Until now.

"Spencer?" Ashley asked quietly as the blonde in question lavished attention on the brunette's tight abs. Something in the serious tone of her girlfriend's voice brought Spencer out of her haze. She looked up at the deep brown eyes watching her and couldn't help but smile.

"Yeah baby?" she asked, resting her chin against the slightly heaving flesh of Ashley's abdomen. Ashley ran her hands through Spencer's silky hair.

"I want you, so bad," the older girl admitted. Spencer's smile widened.

"I want you too," she responded, tipping her head down to lick at Ashley's bare skin.

"Do you think…would you mind…" Ashley mumbled. She bit her lip nervously as Spencer looked back up at her.

"What's that, sweetie?" Spencer wondered, honestly curious. Ashley cupped the sides of Spencer's face.

"Would you mind, if maybe this time, we…if it was…slow?" the last word was barely audible; Ashley was terrified that Spencer was going to be insulted and leave. With her eyes shut she missed the spark of recognition in Spencer's eyes.

She understood Ashley's request, probably better than Ashley realized. Ashley was still unsure of what love was. And while the brunette knew that Spencer loved her, she'd yet to be shown how sweet and gentle love could really be. She didn't need the 'rough, in charge' Spencer that she'd been with; the one that demanded and controlled. Yes Ashley enjoyed that element of her girlfriend, but right now she needed something different. She needed to feel the gentle loving Spencer; the one unaffected by LA, the one who had finally broken through the long constructed walls around her heart.

The younger girl moved up so that she could kiss Ashley deeply. When she pulled away, she stared directly into worried chocolate eyes. She kissed the tip of Ashley's nose.

"Slow and gentle," she acknowledged happily. "I'm going to show you what it is to be loved."



Spencer kissed Ashley again, letting her tongue explore and rub her girlfriend's mouth in a slow, lazy fashion, just enjoying the sensations of Ashley's tongue returning the favor and stroking against her own. She felt her lower lip get sucked into the warm cavern of Ashley's mouth, the brunette's tongue flicking across it and then teeth nibbling gently. She teased Ashley's upper lip with her teeth and tongue, tickling the sensitive spot where teeth and lip met.

She felt Ashley giggle slightly and pulled away.

"That tickle, baby?" she asked, stroking the side of Ashley's face lovingly. Ashley smiled, her eyes shining bright with love and passion.

"Yeah…I liked it," she said shyly. She wasn't used to the myriad of emotions that Spencer caused her to experience on a daily basis. No one had ever made her feel this way. Aside from the arousal, there were so many more new feelings swirling around her mind and body, the biggest of these being the incredibly new feeling of safety. For the first time in her life, Ashley felt safe, secure, sheltered. She'd never be able to repay Spencer for that wonderful feeling.

"Me too," Spencer smiled. She reached up and undid the lingerie top that was tied around Ashley's neck. "I don't like things tied around your neck, Ash." Spencer frowned at the string, pulling it down until the top released Ashley's pert breasts. "It looks like a collar. And you're not a pet."

"Awww, I'm not your sex monkey?" Ashley joked. Spencer laughed and rolled her eyes.

"OK, you may be that but not one that wears a collar," she clarified. "Ash…I don't own you…that way." Ashley shook her head.

"No, I know," she replied in the same soft tone Spencer was speaking in. "I didn't mean for it to look like you did. I just…thought you'd like the outfit." Spencer leaned back in and kissed Ashley with so much passion that the brunette's head spun.

"Oh, I definitely liked it," Spencer said huskily when she pulled away, leaving Ashley lying there with her eyes closed and mouth slightly open. Brown eyes slowly fluttered open and focused on her, so full of love that Spencer decided that Ashley didn't need to say it. Not when it was so clear to see on her face.

"Feel free to wear it whenever you want," she added. "Actually, don't wear it to school or I'll be fighting everyone to keep them away from you." Ashley grinned and blushed.

She was so unused to being seen as so beautiful by someone so honest but that was something else Spencer did for her. Safe, secure, beautiful, and loved were all new things Ashley got from Spencer.

She gasped and closed her eyes as she felt Spencer's hands remove the garment entirely and then move to caress and squeeze her breasts, pinching erect sensitive nipples gently between her fingers. Spencer's talented mouth stared blazing a trail of kisses, licks and soft nips on the older girl's neck and collar bone, heightening the already smoldering fire with her.

There was nothing rushed or rough in any of Spencer's touches; she was soft and tender, loving Ashley and her body with a devotion that was new to the brunette. And as much as Ashley had enjoyed the 'take charge, rough Spencer', the sweet and tender one was taking her to even higher levels of passion.

Spencer licked her way from Ashley's collarbone down between heaving breasts that rose and fell in time with Ashley's increased breathing. She licked and sucked at the surface of each globe, avoiding the sensitive tips and drawing out her girlfriend's exquisite torture.

She sat up for a moment to adjust the way she was sitting and Ashley sat up with her, trying not to break the contact between their lips. Once she was more comfortable, Spencer returned to kissing Ashley and pressed them both down onto the bed, the feel of their naked breasts pressing together making them both moan.

Ashley ran her hands over Spencer's back as the blonde kissed her and started rocking their hips together. She hissed in pleasure when Spencer bit down on the mark on her neck, the skin there ultra sensitive as it healed.

"Sorry, couldn't resist," her girlfriend husked in her ear, the smile on her lips carrying over clearly in her voice. Ashley returned the smile.

"MMmmm, I don't mind," she growled back. Spencer disappeared for a moment, discarding her pants and leaving herself clad only in her own cotton panties before she settled back at Ashley's chest.

Ashley arched her back at the feel of Spencer's hot mouth enveloping a stiff nipple, trying for more contact. Spencer sucked ardently, enjoying the feel of the soft flesh in her mouth. She let her tongue swirl around the most sensitive part, teasing and making Ashley whimper for more.

"Mmm, God, Spencer," the brunette prayed. Spencer whipped the tip with the flat of her tongue, making Ashley twitch with each touch. Ashley's hands were buried in blonde hair, encouraging her to continue. Spencer could feel the way Ashley was moving beneath her, her hips undulating against Spencer's stomach where she lay. The thin lace of the bottoms Ashley was wearing did nothing to mask her rising heat or the copious moisture of her arousal.

Spencer shivered, desire rocketing through her as she felt Ashley's wetness coating her abdomen as the brunette moved. She bit down lightly on the nipple in her mouth, drinking in Ashley's gasping moan at the action. She fought with her craving to take Ashley like she had been knowing that what Ashley really needed was the gentleness that Spencer possessed. The love and affection that she felt, not the rough desire and unending want she'd shown so far.

Spencer took the hand that was currently teasing the writhing girls other breast and trailed it down the sweat soaked body, letting her fingers dip under the thin elastic of the lace panties her girlfriend had put on for her.

(God, she looks so hot!) Spencer smiled to herself, still sucking on the other breast. Ashley's hips bucked, trying to get closer to those fingers taunting the flat skin of her abs.

"Oh please, Spencer, baby," she whispered panting. Spencer slid up so that she could kiss those full lips that were begging for her. She kissed Ashley as she slid a finger into that hot wet heat, running it up and down the slick, smooth slit. She flicked over the tip of Ashley's clit, making her lover jump and gasp. She repeated the cycle a few times, listening as her movements brought Ashley closer and closer to the edge.

Without warning, Spencer withdrew her fingers. Ashley cried out in frustration and opened her eyes to see why the blonde had stopped. She watched, transfixed as her 'sweet and innocent' girlfriend brought her wet fingers to her lips, licking the moisture off of them and then leaned in to kiss her, sharing the brunette's unique flavor. Ashley moaned at the intimacy.

Smiling at the reaction it had gotten her, Spencer reached down and removed the last piece of the ensemble keeping her from Ashley's luscious body. She took a long moment to gaze at Ashley's naked body under her, following the curves and dips of that form she loved so much.

"You are so beautiful," she said softly in awe. Ashley stared back at her, need and love swirling in chocolate eyes.

"Baby…" the brunette reached out her arms to her girlfriend who willingly descended. She kissed Ashley again before breaking away and moving down the still rocking body. With quick licks and nips to the flesh she passed, Spencer made her way down to where Ashley needed her most. Ashley's hands again buried themselves in Spencer's hair, guiding her to where she wanted her.

The first touch of Spencer's lips to her wet sex almost made Ashley climax immediately. She was so on edge from Spencer's previous attentions that she knew it wouldn't take much. But she tried to hold back, wanting to experience everything Spencer was offering her.

Spencer let her tongue wander and explore every inch of Ashley's bottom lips, carefully avoiding that sensitive nub that the blonde knew was aching for attention. But she wanted more time to experience her girlfriend, taste and pleasure her. Gently she slipped two fingers into Ashley's core, feeling the quivering muscles clamp down tight.

"Please, baby…so close," Ashley begged, pushing herself down onto the fingers stroking inside of her. Not wanting to tease the pleading girl, Spencer sucked her lover's clit into her mouth and thrust her fingers into Ashley faster and harder. It was only moments later when Ashley cried out.

"YES! Oh God, Spencer!" The orgasm flooded Ashley's body, muscles contracting and pure unadulterated pleasure rushing through each cell and atom of her body. Again, like in the girl's bathroom it seemed to be without end, rolling over her again and again.

Finally, the brunette's body collapsed back onto the bed limply, still slightly twitching. Spencer moved up the spent form and went to kiss bee-stung lips when she noticed something.

"And she's down for the count," Spencer laughing quietly to herself at the fact that her girlfriend had passed out. She stroked Ashley's sweat soaked hair off of her face and curled up next to her, pulling the girl into her arms protectively. She put her chin on Ashley's shoulder and drifted off to sleep.

Part 46

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