DISCLAIMER: South of Nowhere and its characters are the property of The N network, no infringement intended.
ARCHIVING: Only with the permission of the author.

Painter's Song
By Aeryn Sun


"God, Spencer, why are we wasting a perfectly good Friday night doing homework when we could be out somewhere? Dancing? Singing? Something other than, ug, learning?" Ashley whined as she followed her blonde girlfriend up the stairs of the younger girl's home.

They had just finished a particularly harrowing week at school, with reviews and quizzes and general stress. Midterms started the following Monday and Ashley wanted to spend the weekend enjoying herself, hanging out with Spencer and maybe unleashing the surprisingly kinky wild side of the blonde that she had recently become privy to. Despite Spencer's outwardly 'sweet and innocent' demeanor, there was actually a wild side to the Ohio native that gave Ashley a run for her money. And what a fun run it tended to be.

Ashley smirked to herself as the muscles in her calves protested with each step up the staircase their recent abuse at the energetic hands of Spencer Carlin. Other muscles whined and complained as she moved too but she really didn't mind. She reached out and pinched the other girl's ass on impulse, making Spencer squeak and spin around. Standing two steps further up than Ashley gave Spencer a more substantial height advantage than she usually had and she mock glared at the playful girl standing a few feet below.

"Behave yourself, Ashley," she warned, wagging a finger at her smiling friend. "We have homework to do."

"Anatomy," Ashley supplied, wiggling her eyebrows and licking her lips.

"God, lesbo alert," Madison scoffed as she descended the narrow staircase, pushing past both girls and followed closely by Glen.

"Spencer, you know Mom doesn't like it when you have Ashley alone in your room," her brother reminded her in a condescending tone. Spencer rolled her eyes.

"Good thing she doesn't live here anymore then, isn't it?" she snarled.

"Watch it, puta," Madison growled as she passed Ashley jostling her.

"Careful, you might get my gay cooties," Ashley mocked, shoving back. The foursome glared at each other on the stairs before Glen turned away.

"Whatever," he grumbled, reaching the bottom a few steps behind Madison. "We're leaving anyway. Do whatever the hell you want." He slammed the front door behind them, leaving the two girls alone in the house.

"He is such an ass," Spencer sighed, turning to walk the rest of the way up the stairs. Ashley nodded and followed silently.

When she reached Spencer's room, she shut and locked the door before dropping her bag to the floor and approaching her girlfriend with a large smile.

"We have the house all to ourselves," she pointed out. Spencer sat down on her bed and nodded.

"Yes, and we have midterms next week that we need to pass so no hankey-pankey Miss Davies until we get some studying done," she said firmly. Ashley's smile fell and she sighed. She knew that tone of voice; Spencer's mind was made up and there was nothing that she could do to convince her otherwise.

They settled down to do some math homework, reviewing things for their midterm and testing one another. When she was satisfied that Ashley would at least manage a 'C' on the test, Spencer moved on to History.

Another hour passed before Ashley felt her brain was going to melt.

"I can't study anymore, I sprained my brain," she complained, batting her eyelashes at Spencer in her own unique 'puppy' expression. Spencer laughed.

"I'm sure you can handle a little more," she said. "Let's at least cover chapter 12 in the book, ok? Then we'll take a break and get something to eat."

"Pwomise?" Ashley asked, making her bottom lip tremble in a pout. Spencer leaned over and kissed her.

"I promise, baby. Now, Chapter 12."

"'Since the beginning of human history, people have embellished their bodies for many reasons, but there is no known culture in which people do not paint, pierce, tattoo, reshape, or simply adorn their bodies. Whether with permanent marks like tattoos or scars, or temporary decorations like makeup, clothing, and hairstyles, body art is a way of signaling an individual's place in society, marking a special moment, celebrating a transition in life or simply following a fashion'," Ashley read from the text while Spencer stretched. Unseen by the brunette who was bent over her text, Spencer smirked.

"Hey, I have a tattoo," Ashley remarked absently. "I wonder what that makes my place in society? I really didn't think of it in terms of 'body art'. I was just trying to piss off my mother." Spencer stood up off the bed and removed her shoes, drawing Ashley's attention to her.

"I'm hungry, Ash. Would you mind getting us some snacks downstairs? I wanna grab a quick shower," she said sweetly. Ashley grinned and leered at her. "I said a quick shower, Ashley. Quick."

"Aww, ok," Ashley sighed, pretending to pout. She got up and headed to the door. "Want anything in particular?"

"Grilled cheese," Spencer responded. "I know that you can make those without burning my house down so I want that." Ashley nodded.

"Coming right up," she agreed. "I'll be back in a little while." She left the room and Spencer waited until she heard Ashley's footfalls disappearing down the stairs before she moved.

She put their books away and then stripped the bed. She'd been planning this for over a week now, the idea having come to her in class while they covered the material. She went to her closet and withdrew her supplies and then set up, listening carefully for Ashley's return.

Ashley hummed to herself as she climbed the stairs carrying a tray with a few grilled cheese sandwiches and sodas. She could hear soft music playing from behind Spencer's door and smiled. Using her hip, she pushed the slightly ajar door open and nearly dropped the tray. There stood Spencer in nothing but her bra and panties, hair piled carefully on top of her head. There was a strange white tarp covering the bed and a sly look on Spencer's face. She walked over and took the tray from Ashley's stunned hands, setting it down on the dresser.

"We'll get to that later," she husked. "First, there is a little more studying we need to do. Strip," she ordered. Ashley gawked at her before a large grin spread across her face.

"Right on!" she said happily, all but tearing her shirt off. "Now this is the kind of education I could really get behind." Spencer rolled her eyes in amusement as Ashley shed her clothes. She took a moment to take in the beautiful vision in front of her, Ashley's curves and tan skin always a thrill to her when revealed. She didn't think she would ever grow tired of gazing upon that perfect body.

Ashley stopped when she was in her bra and panties, facing Spencer with an expectant look on her face.

"Well?" she asked. Spencer shook her head.

"No, Ashley, all of it," she informed her girlfriend. Ashley's eyebrows shot up in surprise but she complied without complaint. Spencer walked over and ran her hands through Ashley's chestnut curls before carefully piling them up on top of the older girl's head, much like the way her own hair was styled. She clipped it there and then lifted a purple scarf, showing it to Ashley before she tied it over the brunette's eyes.

She then led the trusting girl to the bed and laid her down on her stomach. Ashley shifted on the soft tarp, confused.

"What am I lying on?" she asked. Spencer shushed her with a hot kiss to the sensitive area at the back of her neck, making Ashley shiver with delight. The blonde moved away but Ashley knew better than to move; she was incredibly curious as to what Spencer had planned and was more than willing to wait and see. As long as she didn't take too long because the domineering attitude Spencer had taken when she entered the room along with the way the situation was progressing was proving to be an incredible turn on for Ashley.

She listened for Spencer moving around next to her, hearing a few faint pops and other sounds she was ill-equipped to identify. Instead she concentrated on the soft music she could hear filling the room, her ears extra sensitive.

Norah Jones' voice filtered through the speakers, surrounding the two as Spencer prepared herself.

'If I were a painter
I would paint my reverie
If that's the only way for you to be with me'

Ashley jumped as something silky was put against her back, small tremors rocketing up her spine as she felt small bristles, soft like fur brush against her skin. She realized slowly, that it was a paintbrush from Spencer's art kit tracing patterns on her exposed back.

Spencer knew that the truly sensitive areas of Ashley's body were her neck and back along with her ears so she made sure to tease and tickle those areas with the dry brush. She watched Ashley's body jump and twitch beyond the brunette's ability to control. She loved having that effect on Ashley; commanding her body in ways that Ashley herself was unaware of until she brought it from her. It made Spencer feel powerful, loved.

'We'd be there together
Just like we used to be
Underneath the swirling skies for all to see'

"Spence, you're killing me," Ashley growled, feeling herself grow wet as the pleasant torture continued. She shifted on the bed, trying to alleviate some of the pressure building within her.

"Patience, baby, patience," Spencer advised, moving to straddle Ashley just above the swell of her ass. She dipped her brush into the first color she wanted to use and brought it back to the tan body below her. She watched as goose bumps rose to the surface when the cool paint on the brush first touched the warm plane.

"In some societies, tattooing or painting an angel, or wings on someone is a sign of religious faith," she began, moving the brush in an arc and beginning the outline of angel wings on Ashley's back. The slim form shivered slightly. Spencer continued to paint, forming wings and feathers across the expanse of the older girl's shoulders. She took her time, wanting it to look just right.

'And I'm dreaming of a place
Where I could see your face
And I think my brush would take me there
But only ...'

"But it can also mean protection, mercy or compassion. I think of you as my angel, Ashley. You protect me, you're compassionate. I love you," Spencer explained.

'If I were a painter
And could paint a memory
I'd climb inside the swirling skies to be with you
I'd climb inside the skies to be with you'

"I love you too," Ashley responded, her body humming with desire as Spencer painted her. She could feel Spencer's heat against her back and the contrast between that and the cold paint was driving her nuts.

"A heart," Spencer changed paints, drawing a heart at the base of Ashley's spine, covering the tattoo already there. "Is love, patience and tolerance."

Spencer went on, using all the colors in the body paint kit she had purchased online, drawing and mixing them on Ashley's back until not a glimpse of tan skin could be seen through it. She then moved down Ashley's arms and then legs, tickling as she went, painting Ashley into a beautiful living masterpiece. Ashley had begun to squirm and moan at some point, her arousal becoming obvious to them both.

Spencer stood up and removed the last of her clothing, her history lesson over, and then climbed back onto the bed, pressing herself against Ashley's bare but paint covered back. Ashley groaned at the contact, feeling Spencer slide in the drying paint.

"Baby, you're beautiful," Spencer husked, her hand wandering down and two of her fingers slipping easily into Ashley's wetness. Ashley gasped at the suddenness of the move but felt her body reacting instinctually, arching back into the touch. She ground herself on those questing digits and the tarp as well, seeking as much friction as she could manage. Spencer stroked her slowly, her weight against Ashley comforting to the brunette and the warmth of the slightly larger body chasing away the chill of the paint itself.

"Spencer…please," she moaned. Spencer bent her head and captured a delicate ear in her mouth, nibbling and licking along the shell. Ashley let out a guttural moan as Spencer played with the very sensitive organ. Spencer knew from experience the effect her actions on that ear had on Ashley. There had been a few nights when she'd concentrated solely on the ear for close to an hour and unleashed a feral side to Ashley that she thoroughly enjoyed seeing and experiencing.

Spencer smiled, unseen by her lover, and continued to thrust slowly into Ashley's tight core, loving the way the muscles twitched and the heat that came from the smaller girl. She wanted to build Ashley's pleasure slowly, draw it out so that the brunette was begging by the time she got there. Already Ashley's breath was hitching and she was whining deep in her throat.

Spencer pressed her fingers downward, towards Ashley's G-Spot, listening for the low gasp that rewarded her search. She rubbed against the sensitive area, feeling Ashley grow wetter at the ministrations.

"Oh shit, baby," Ashley moaned into the pillow. Her hands were clenching the tarp tightly, her knuckles turning white as she bucked to meet those talented fingers. She growled as a third finger entered her, adding to the sensations racing through her. She arched her back up when she felt perfect white teeth bite down on her shoulder.

"It's edible body paint, baby," Spencer rumbled. "And I'm hungry." Ashley whimpered at the words and gasped as a hot tongue suddenly traveled up her spine. Spencer let the flavors of chocolate, strawberry, lemon and so on flow over her tongue, but her favorite was the underlying flavor of Ashley herself. The salt of the brunette's skin, the uniquely Ashley flavor tingled on her tongue, making her want more.

She withdrew her fingers from Ashley, feeling the beginning contractions of the approaching orgasm. The girl cried out in frustration at the loss of contact.

"So close," she hissed. She heard Spencer chuckle lowly behind her. A strong thigh pushed itself between her legs, giving her something to grind down on. "Yessssssssss…"

"MMm, Ashley, you're so wet," Spencer husked, licking her fingers clean. Ashley's flavor was mixed with the flavors of the paint, adding to the sweetness. She rocked against the body still pinned below her, feeling Ashley's movements growing more desperate, her grinding becoming harder.

"Spen…I need…" Ashley panted. She was sweating, adding to the paint she was sliding in where it had slid down her arms onto the tarp. She felt like she was on fire and knew that she was going to die at Spencer's hands and then be reborn from the ashes like a mystical phoenix.

Sliding slightly in the still wet paint, Spencer pushed off of the writhing body and onto the tarp beside her. She gently moved Ashley to lay on her back, removed the blindfold and then resumed her position above her, capturing pouting lips with her own, kissing Ashley long and deep. Her tongue teased the roof of Ashley's mouth, eliciting a wanton moan from the other girl. Spencer kept kissing her while her hands smeared paint, a jumble of colors and flavors over Ashley's breasts and chest.

She pinched erect nipples in her fingers, the paint making her glide across the silken skin. She pulled and tugged at the hardened tips, making Ashley groan loudly and shift on the bed. She slid so that her leg was sandwiched between Ashley's trembling thighs, the brunette's heat pressed tightly against her. Spencer groaned at the feel of that hot flesh touching her, Ashley's arousal evident and smearing on her leg.

They rocked against each other, their movements becoming more and more frantic as they both approached their crests. Spencer bit down on her bottom lip, the sounds of Ashley's pleasure making her hotter than she already was.

Whimpers and whispered pleas tumbled past the older girl's parted kiss bruised lips as she gasped for air. Her eyes were clenched tight while her fingers dug into Spencer's back.

"Oh God…ungufff!" Ashley climaxed loudly, her body bowing inward towards Spencer. The blonde kissed Ashley again roughly, her own orgasm ripping through her. She moaned her release into the embrace and slowed her movements. Underneath her, Ashley panted and let her arms fall limply to the bed.

Spencer pulled away and licked her lips, the taste of Ashley's kisses mixing with the lingering flavor of the body paint. She smirked to herself, moving slowly down the prone body beneath her. One of Ashley's eyes cracked open to look at Spencer, an eyebrow arching in question.

"Spence?" she rasped. The blonde grinned and licked her lips, a sensual display that made the smaller girl shiver with anticipation.

Spencer wasted no time in dipping her head down for a taste, the copious moisture glistening through the small patch of hair and various colors of paint that tinted Ashley's body.

The lithe body arched into the brief touch, aching for more. Spencer gently parted the tremulous thighs and settled herself between them.

"Oh God, Spencer," Ashley breathed, feeling Spencer's hot breath washing over her sensitized flesh.

"I'm still hungry, baby," Spencer whispered, her tone heavy with desire. Ashley's hips bucked towards the teasing mouth, and was rewarded by an ardent lick, sending shockwaves of pleasure throughout her body.

"MMMmmmm, sweet," Spencer growled. She returned to the wet flesh, licking and sucking every available inch, feeling Ashley move against her mouth and strong hands bury themselves in her hair. The hairclip was lost, sending Spencer's silken hair cascading down around her like a curtain. Ashley pulled and pushed at Spencer's head, trying to get her to exactly the right spot.

"Yeah, baby, right there," she encouraged, her voice a ghost of a rasping whisper. Spencer focused her attention on the little nub she felt pressing against her tongue, sucking it into her mouth and flicking her tongue over it as fast as she could.

Ashley's body jumped and twitched, her knees pulled up to give Spencer better access. She was no longer coherent, reduced to panting and moaning her pleasure as Spencer sent her higher.

The blonde dipped her tongue into Ashley, swirling it around and capturing the flavor of Ashley as it mixed with the remaining paints. She pushed it in as far as she could manage, feeling the muscles contracting, pulling her deeper. She moved her hand to lay it on Ashley's tight abdomen, letting her thumb drift down to flick over the tip of Ashley's throbbing clit.

"AAAAAHHH!" Ashley cried out, desperate for release. Spencer matched the pace of her thumb with her tongue, stroking and licking faster and faster until warmth flooded her mouth and Ashley screamed.

"SPENCER!...oh God, Spencer!" Ashley's body bucked upward and she shook, Spencer's tongue not stopping its work until Ashley collapsed, spent and panting onto the tarp.

Spencer moved up and cradled the exhausted form in her arms, lightly kissing full lips. After the kiss ended, Ashley smacked her lips together.

"MMM, yummy," she decided, her voice tired. Spencer giggled.

"Oh, baby, you have no idea," she joked. Ashley opened one eye and focused it on her girlfriend.

"So…is this entire weekend of 'studying' going to be like this?" she asked hopefully. Spencer grinned.

"Well, we still really do need to study Anatomy, after all."

The End

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