A/N okay so this is my second fanfic, my first one is on hiatus simply because i can't come up with anymore ideas for it. if you want to check it out its called Unexpected Love. But anyways, this was just something that kind of came to me so i decided to write it and also because there really aren't many Spencer/Hanna fics. Pleas review and let me know what you and one more thing this is rated M so there will be an explicit sexual scene in here. so you have been warned.

"Spencer…Spencer wake up. Come on sleeping beauty wake up." I heard someone say and shake me, i groaned and pulled my covers over my head, "Go away." I grumbled and heard laughter, "Nope sorry sweetie, can't do." I now recognized the voice as Hanna Marin, my best friend. I grabbed one of my pillows and sat up to throw it right at her then hid back under my covers. I heard her yelp and smiled smugly, "Oh you are so going to pay for that Hastings." I heard her say with a note of irritation in her voice and the next thing i knew, she jumped on me and pulled the covers down, "I said, wake up. Now you have five seconds to get up or will take drastic measures." She said and smirked, i rolled my eyes and grabbed her hips, flipping us over so i had her pinned down, "Now did you honestly think that would work?" i asked and smiled down at her, "No but it got you up so i still win!" She laughed and draped her arms over my shoulders, "Now Spencey, please get up, get dressed and come out with me." She pouted and i sighed, i just couldn't resist her when she was like that, "Fine, but you owe me." I said and kissed her cheek before getting up and walking over to my closet. "Thank you Spencer." She said and sat up, fixing her hair. I opened my closet and looked through the clothes, "Hanna can you get me some coffee while i get dressed? I'm going to need it unless you want a grumpy bitchy accompanying you tonight." I said and pulled out a shirt, holding it up in front of me before tossing it back in the closet. "Sure, i'll be right back." Hanna walked out and sighed, I really didn't want to go out anywhere but i knew what Hanna wanted, she usually got so there was no point in arguing with her. I grabbed a pair of skinny jeans and slipped into them and then slipped on a form fitting deep red lacy tank top that stopped just before the top of my jeans. I was in the middle of fixing my hair when Hanna came back in with my coffee and handed it to me, "Thank you." I took a big gulp and sighed in content, "Better now?" Hanna asked and i nodded. She smiled and turned to look at her reflection in the mirror as i finished my hair and makeup, I stood and slipped my black motorcycle boots on. Hanna looked at me and said, "Cute, and its perfect for where we're going." I raised my eyebrows and looked at her outfit, she was wearing a short black skirt that showed off her long legs, a deep purple tank top with a black vest and black high heeled boots, "And where exactly are we going?" i asked, and she smiled, "A bar, i thought we could use some drinks and fun but i know how much you hate going to parties so i figured a bar would be perfect." I bit my lip, contemplating whether or not this was a good idea then finally decided why not. Whats the worse that could possibly happen after all? "Okay, come on then, lets go. Before i change my mind." I said and she beamed at me, i grabbed her hand and dragged her out of the house.

We walked into a bar Hanna had found near the college and i looked around, it wasn't that bad actually. It was dark inside and i could see a pool table, and a few people scattered around it. It felt mellow in here and i found myself relaxing, Hanna took my hand and we sat at the bar. The bartender, a cute guy who didn't look more than twenty-three came over and said, "What can i get you?" "Something with lots of vodka." Hanna said and smiled at him, he returned the smile then looked at me, "Beer, please." I said and turned away to survey the rest of the bar, music was playing and i could see people dancing and laughing. "So, what do you think?" Hanna asked me and i turned to look at her, "Its cool in here, i kind of like it." "I knew you would." She smiled and the bartender returned with our drinks and Hanna downed hers immediately. I looked at her questioningly and she smiled meekly in return, she seemed a little nervous and i didn't know whether or not to ask what was wrong. "Hanna are you okay?" i finally asked and she nodded and ordered another drink. I sighed and took a sip of my drink, i glanced around again and when i turned back to Hanna i saw she was flirting with the bartender. I smiled, relieved to see she was more relaxed and got up, i walked to the pool table and grabbed a stick. There were a couple of guys playing so i joined in and pretty soon we were betting more and more money and i was winning every single game. On the fourth game the guys gave up and walked away, i smiled to myself and leaned against the table as Hanna came up to me and i could tell she was buzzed before she said, "Spencey! Come dance with me please." She grabbed my hand and tugged me along before i could reply, she twirled in my hand and i laughed. I had to admit, i was having fun dancing with Hanna and Hanna was….well a really good dancer. Her back was currently facing me and her hips were pressed into mine, i had my hands around her waist and was moving to the beat with her. Hanna tilted her head to the side and i saw her eyes were closed but she had a smile on her face. I don't know what made me do it, but i placed a kiss on Hanna's neck and i felt a shiver go through her. Part of me felt thrilled and the other part was wondering what the hell was wrong with me. Hanna turned around and draped her arms around my shoulders and her entire body was pressed against mine. I felt my lower body clench and a familiar throbbing started between my legs, Shit this is Hanna, why the hell am i reacting like this? I thought to myself and when Hanna pressed her face into my neck that didn't help at all, i could smell her perfume and it was intoxicating, "Spencer can we go home please?" I heard Hanna whisper and i nodded, not trusting myself to speak at that moment. She pulled away but kept a hold on my hand, we walked out of the bar and got in the car. Hanna was silent on the way home but she kept her hand in mine the entire time. I didn't know what was going to happen tonight, didn't know if all of this was simply because Hanna had alcohol in her system or if simply i was over-thinking things and this was simply her normal flirty fun self. But one thing i knew for sure, the throbbing between my legs was getting worse and worse by the minute and i had no fucking clue what to do. "Spencer?" Hanna said quietly and i looked at her, "Yeah?" "Do you mind…if i stay the night? I don't feel like going home." "Sure Hanna, its not a problem." She smiled at me but the entire time i was thinking about how screwed i was.

We walked into my house and went upstairs to my room. I took my shoes off immediately and flopped down on the bed, my body felt oversensitive and i was way too aware of Hanna. The way she took off her shoes and carelessly ruffled her hair, she pulled a pair of shorts and a shirt out of my drawers and started to take off her clothes. I turned away quickly and stared at the wall, if i saw her undressed i knew i wouldn't be able to resist going to her and kissing her. God i needed to get a better grip on my hormones, "Spence?" Hanna said hesitantly and i turned to her, sighing softly in relief when i saw she was dressed, "Yeah?" "Are you planning on sleeping in your jeans?" Hanna laughed and i blushed before rolling my eyes, "Of course not." I got up and grabbed a pair of shorts and tank top from the drawers before walking into the bathroom and shutting the door behind me. I set my clothes down on the counter and looked at myself in the mirror. "Get a grip already." I muttered at my reflection and sighed, undressing quickly and changing i pulled my hair up and splashed cold water on my face. It woke me up a bit but did little to dull the sensation between my legs, that was something i would have to deal with for the night. I walked out of the bathroom and saw Hanna laying on the bed with her phone, one hand supporting her head and she looked absolutely gorgeous. Okay these thoughts really really had to stop. Figuring the one way to take my mind off of Hanna and…other things, i grabbed one of my textbooks and sat down on the bed casually. Hanna glanced up at me and frowned, "Are you seriously going to study?" She asked, "Yep." I said and opened the book, flipping through it calmly. "Wow, you are such a weirdo." Hanna said and shook her head, "Hey! I am not, there's nothing wrong with studying." I said defensively and Hanna smirked at me, "Mhmm sure, but you are studying on a saturday night when you're supposed to be having fun with moi." "We did have fun, and now i want to relax and studying helps me with that." I tore my gaze away from her and looked down to read my book. Hanna got on her knees and tipped the book away from my face, "But the night is still young and there's so much more we could do." she smiled and i gulped, the words were innocent enough but to me they sounded…like a promise of something more. But that was ridiculous and i knew it, I lifted the book back up and said, "I want to sit here and read thank you very much." "Loser." Hanna said and took the book from me, "Hey! Hanna give it back." She shook her head and tossed the book on the floor, "Whoops." She smirked and i narrowed my eyes at her. Hanna laid down on her back and pouted up at me, i couldn't help but notice how the tank top rode up to show her stomach. "Spencer." Hanna said in a low voice and i looked at her, the pout was gone but she had a look in her eyes i couldn't describe. She sat up and moved closer to me, "You're tense, want me to help?" It took me a few seconds before i could answer her, "Help how?" She smiled and moved to sit behind me, her knees were pressed against my ribs lightly and i felt her hands start to softly massage my shoulders. I groaned and leaned into her hands, "That feels amazing Hanna." I said and i heard her soft laugh, "Good." She began kneading my shoulders and slowly moved her hands down my back. I leaned my head forward and closed my eyes, i felt something soft brush the side of my neck and it took me a minute to realize it was Hanna's lips. "Hanna?" i said softly, "Shush Spencer." She kissed my neck while her hands kept massaging my back. I felt myself growing wetter and i just couldn't take it, I turned around to face Hanna and kissed her. She surprised me by returning the kiss enthusiastically and i felt her tongue brush my lips, asking for entrance which i granted. I moaned when our tongues touched and i pulled her closer, letting my hands slide under her shirt and up her sides to cup her breast. She moaned and i moved to kiss her neck, i shivered as her hands ran over my stomach and slide up my ribs. I sucked at her pulse point and brushed my thumb across her nipple, feeling it harden under my touch. I pulled away enough to pull her shirt off and i let my gaze travel over her and i felt even more aroused. She laid back against the pillows and i trailed kisses down her chest and stopped to take one of her erect nipples in my mouth. Hanna let out a moan as i gently bit down on her breast, i trailed my fingers down to the waistband of her shorts and slipped my fingers under them. I stroked her through her panties and she whimpered, "Spencer.." She said softly and i smiled, i pulled her shorts off leaving her only in panties that i could see were completely soaked through. I slid them off her and kissed her passionately as i slipped one finger inside of her dripping wet center. She moaned against my lips and i inserted another finger, i started sliding my fingers in and out of her and her moans were driving me insane. She thrust her hips against my hand and kissed me as hard as she could, I pulled my fingers out of her and broke away from the kiss. Trailing kisses down her stomach and to her center i slowly licked her and she let out a loud moan, i flicked my tongue against her clit repeatedly and she whispered, "Spencer…please..i need you, please." I looked up at her and smiled before inserting my tongue inside of her. I felt her hands tangle in my hair and pull me closer, i rubbed my thumb against her clit as i continued to move my tongue in and out of her. Her moans became louder and i knew she was close, i rubbed faster and her climax finally took her. I sat up and looked at her, her hair was strewn across the pillows and she was breathing heavily but she couldn't have looked more beautiful.

I leaned over her to kiss her softly and she returned the kiss gently but passionately. Her hands tugged at my shirt and i leaned back to pull it off, she gazed at me and her hands slid up my torso to cup my breasts. My breath hitched and i leaned into her hands, i moaned when her fingers trailed over my nipples, causing them to stiffen immediately and the throbbing between my legs increase. "Hanna, no…no teasing. Please." i said breathlessly and i saw her smirk before trailing kisses down my chest and stomach, she tugged off my shorts and panties in one swift motion and i saw the desire in her eyes. I felt her finger slip into me and i moaned and thrust my hips against her hand, she slipped another finger inside and began pumping in and out of me fast and hard. I knew i wouldn't last long and as soon as that thought crossed my mind i felt my walls tighten before screaming out my pleasure and climaxing harder than i ever had before. Hanna collapsed on the bed next to me and kissed me softly, "That was amazing Spencer." she said and i smiled, "Yeah, it really was. Hanna….what does this mean for us?" "It means whatever you want it to mean Spence, i have no problem going back to just being your friend, but i would much rather be your girlfriend." I looked at Hanna and i saw she was being completely honest, she could easily go back to being just friends but could I? no…i couldn't and more importantly, i didn't want to. "Hanna, i would love nothing more than for you to be my girlfriend." She smiled and cuddled into my arms, her eyes are already closing. I held her close, my own eyes closing and just before i fell asleep i heard her say softly, "I'm happy." I smiled, because i was happy too, this was something new and different to me. But i was more than willing to learn more and experience it all with Hanna.

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