Okay so this is my first Spam fanfic and my second rated M fanfic. I deleted the first rated M one because it wasn't that good. I've been reading a lot of rated M fanfics to prepare for this and I think I'm ready. I actually have one open right now for guidance LOL. So please enjoy.

Spencer Shay was lying on his bed trying to get to sleep. All he could think about was Sam. He knew that he shouldn't be thinking such thoughts about a girl who was so much younger than him, but he couldn't help himself. He just thought about her long legs, her plump lips, her round ass...

"Spence." Sam said, breaking Spencer out of his trance.

"Sam? When'd you get here?" Spencer asked.

"I'm having a sleepover with Carly. She was snoring so loud. I could barley hear myself." Sam said. Suddenly, Spencer got an idea. He grabbed Sam by the waist and pulled her closer to him. "Um, what are you doing?"

"I want to be inside you." Spencer said. Sam's eyes shot open. She probably would have screamed but Spencer pinned her down and started kissing her. Sam felt something hard against her leg and realized that it was Spencer's erect dick. Spencer pulled away and smiled at her. Sam was too stunned to say anything. Spencer pulled his shirt off and got back on top of Sam, trailing kisses down from her next to the collar of her shirt. Spencer unbuttoned it and pulled it aside.

"S-Spence?" Sam asked weakly.

"Shh." Spencer said. He undid Sam's bra and started sucking on her double D cup breasts. Sam moaned a little bit. Spencer smiled and went back to her lips. He moaned. The feeling of his bare chest against Sam's was amazing. Sam could feel Spencer's hard cock poking at her through Spencer's thin boxers, the only thing he wore to bed. Spencer smiled at the young girl and pulled away.

"Six inches." He said. Sam pulled down Spencer's boxers and took his erect cock in her warm, soft hands. Spencer moaned and laid back. Sam pulled on Spencer's dick. Getting pleasant moans from the older man Sam went faster. Spencer pulled her hand away and Sam looked up at him.

"Was that bad or something?" Sam asked.

"Use your mouth." Spencer said with his eyes shut. Sam put her mouth on the head of Spencer's cock and started sucking it. Spencer was moaning. Sam sucked faster. "Sam. I'm gonna cum." Spencer said. Sam pulled away.

"What do you want me to do then?" Sam asked. Spencer pulled Sam's boy shirts down and started kissing up her thigh. Sam moaned.

"Spence, stop teasing me." Sam said. Spencer put started pumping his finger in and out of Sam. Sam moaned and Spencer started going faster.

"Yeah, you like that? Cum for me." Spencer said.

"Spence..I'm gonna cum!" Sam screamed. She came all over Spencer's finger. Spencer smiled and licked off his finger. He grabbed Sam closer to him and put his throbbing cock at the base of her entrance. "Do it." Sam said. Spencer smirked and banged into Sam.

"Isn't it supposed to hurt the first time for a girl?" Spencer asked, smirking as he pounded in and out of Sam. Sam smirked.

"You think me and Freddie didn't have sex?" Sam asked.

"You naughty girl." Spencer said, smirking. Sam moaned.

"Harder, faster." Sam said. Spencer went as hard and fast as he could. Sam's eyes rolled to the back of her head.

"Sam, I'm gonna cum!" Spencer said. He came inside Sam. The feeling of Spencer's warm sperm inside of her was enough for Sam. She came all over Spencer's rock hard dick. They collapsed onto Spencer's bed, with Spencer still inside her.

"Spence?" Sam said.

"Yeah Sam?" Spencer asked.

"We forgot a condom." Sam said.

"Oh shit." Spencer said.

Oh Spencer, you crazy rascal. I hope that you guys liked it. Sorry that it was so dumb ass and short. I hope you found some pleasure. (Hint hint, you dirty minds) Review with your ideas. I can only get better.

Juli