Ok so i decided i was going to try my hand at smut since i don't write it often. this is only my second attempt at it so sorry if it sucks. if this goes well i might start to write a series of one shots. so thanks for reading.

I run into the loft just as the rain starts pouring down.

"Shit", I mumble under my breath as I walk in the door. That rain came out of nowhere. I walk further into the loft and find Spencer at the kitchen table studying. I decide to sneak up on her. I make my way over to her quietly, when I'm right behind her I poke her in the sides and just as I do a huge crash of thunder shakes the room.

"Ahh", Spencer screams and jumps out of her seat. "Damn it Ashley. You scared the crap out of me", she says hitting me on the arm.

"Aww, baby, I'm sorry", I say pulling her into me and laying a small kiss on her lips, "I just couldn't resist."

"You know I hate that", she tells me wrapping her arms around my neck.

"Sorry. Are you almost done I want to watch TV", I say to her.

"Then go watch TV."

"But I want to watch it with you", I say giving her my puppy dog face.

"Okay, sure I'm done anyway", she says. She packs up her books and follows me to the living room where I plop down on the couch on turn on the TV. I search through my TiVo for Spongebob.

"Ash, seriously how old are you", Spencer says once she sees what I've put on. She moves to lay between my legs with her back to my front. We lay on the couch watching cartoons for about an hour when I notice it's getting darker outside.

"Ash, do we have any flashlights, that storm looks like it's getting bad", Spencer says looking out the window.

"Um no but I think there are some candles", I say holding her closer to me; she hates storms. She settles back into me and I look for another episode to put on when a bolt of lighting followed by a crash of thunder knocks the power out. Spencer lets out a loud scream.

"Baby calm down it's okay", I say to her holding her close to me. She starts shaking and turns around and wraps her arms around my neck. I just rub my hand up and down her back trying to soothe her.

"Okay, Spence, I'm gonna go get some candles, just stay here", I tell her once she has calmed down. I feel her nod against my shoulder and I get up walk to the hall closet and fumble around for some candles and a lighter. I find 2 and I head back to the living room. I light the candle and go and sit with a shaking Spencer. I go back over to her and hold her to me and give her small kisses on the cheek.

"Baby, it's okay", I whisper reassuringly into her ear. She calms down again.

"You know I can take your mind off of this storm", I tell her wiping the tears from her eyes. She gives me a small smile and nods.

I lean in and slowly kiss her, parting her lips with my tongue and exploring the cavern of her mouth. I pull away from her mouth and she lets out a small whimper and I quickly attach my lips to her neck. She throws her head back allowing me more access. I kiss and nip at all the exposed skin on her throat. Another crash of thunder shakes the room and her body shakes with it. I pull back and remove her shirt. I look at her upper body, she looks so beautiful and vulnerable. I look her in the eyes and she looks back and me with those blue eyes with pleading in her eyes.

I lean back in and start kissing her lips again while reaching around to unclasp her bra.

"Mmmm Ash", Spencer moans into my mouth. I pull away from her lips again to remove her bra completely. I lean back to admire her beautiful body.

"You're so beautiful Spencer", I tell her truthfully while running my hand up her chest. She arches her back towards my touch.

I reclaim her lips and move my hands to play with her hard nipples. She lets out a deep moan and I feel my pussy flood. I slowly start to lean her back onto the couch. I move my lips to her neck again and start to move them down her chest. I capture her right nipple which is hard as a little pebble. I roll my tongue around the hard nub while my hand tweaks her other nipple. She continues to moan and arch her back, offering her chest to me. After a few moments I switch to the other nipple and my hand works the abandoned nub.

I lean up from her and pull my shirt over my head and unsnap my bra and Spencer reaches up to pull it off. I grab her hands and place them on my breast and she massages the globes. I throw my head back and let out a moan.

"Ash, I need you", Spencer whispers in a husky voice. I nod and lean in and lay kisses all over her exposed chest. I move my kisses down to her toned stomach and kiss above her waist line. I unbutton her jeans and slowly pull them down. I place a kiss on her mound through her underwear and she shivers slightly. I pull her underwear off and the smell of her arousal hits me. I inhale her smell before I stand up and pull off my own jeans and panties.

I lay another kiss on her lips before placing myself between her legs. Her pussy is wet and her lips are spread. I see her exposed clit and I place a gentle kiss on it.

"Ash", she whispers running her hands through my hair. I take a tentative lick at her sweet nectar. Her body shakes and a chill runs through me. I slowly lap at her pussy enjoying the sweet and musky taste. I wrap my lips around her protruding clit.

"Fuck!!", she exclaims.

I suck on her clit and her body twitches. The thunder outside continues to crash and her body shakes every time. I open my eyes and I can see her face contorted in pleasure as I nibble on her clit. I release her clit from my lips and she whimpers.

"Shh", I say as I move my tongue to her dripping hole. I lick at the wetness I see there and Spencer squirms. I plunge my tongue into her hole and she lets out a loud gasp and grips my hair tighter. I use the tip of my tongue to stroke the inside of her pussy. I bring my hand up to flick her clit. She pushes her pussy up in my face more. I hold her hips down with my free hand as I drive my tongue further into her pussy trying to reach the source of that sweet nectar.

I feel her pussy start to clench against my tongue. She close, I can feel it. I begin to rub her clit faster and plunge my tongue harder into her. Spencer's body begins to shake as her orgasm comes over her.

"FUCK ASH!!"

I hold her hips down and continue to rub her clit and fuck pussy letting her ride it out. Once her tremors begin to subside I pull my tongue out and lick my lips. I look up at her and she is panting, her hair is stuck to her face. I move up her body and kiss her slightly swollen lips. She moans at the taste of herself.

I pull back from her lips and position my wet pussy over her. When our clits make contact we both moan. I slowly begin to rock my hips making our clits mash into each other.

"Fuck Spencer, you feel so good", I pant as my pussy easily slides along hers. I'm so close from watching her cum that I know it won't take long for my own orgasm. I pick up my speed and mash my clit into Spencer's. She begins to shake again and I know she's close.

"Baby I'm gonna cum", I pant out.

"Cum for me Ash", she says pushing her hips up into me. I hump her pussy faster and I feel my orgasm overtake me. I pussy clenches and I feel my cum drip out of me onto Spencer and she goes over the edge with me. I continue to rock my hips into her to ride the last waves of my orgasm.

When the waves end I collapse on top of Spencer, breathing hard. She wraps her arms around my body and kisses the top of my head..

"You feel better", I ask her. She just pulls my head up and places a kiss on my lips. I think I officially love thunder storms.