I looked over at Spencer with a wink as the movie ended and the credits started to roll. All the other girls were already asleep and I got up to turn off the TV, plunging the room into total darkness, as there were no windows. It had been my sister's Kyla idea to have a sleepover the night before Glen's wedding since we were all in it someway. Glen's fiancé; Kim had fit right into our group and everyone loved her. Spencer, Kim's sister Katie, Kyla, and Kim's best friend Haley were bridesmaids. Chelsea was in charge of decorations, I was doing the music, and Madison had planned the whole thing. All of us were crammed into Spencer's and my living room, sleeping on the sleeping bags that Kyla had insisted on.

"This was fun," Spencer whispered, as she settled down beside me after I came back from the bathroom. I thought it was ridiculous that we were sleeping on the floor when we had a perfectly good bed but Spencer had already gotten onto me for complaining.

"I can make it even more fun," I breathed out, my hand reaching out to run down her back suggestively.

"Ash," She whined, moving away from my hand. "Don't start,"

"Come on baby," I tried, scooting closer to her and running my hand through her hair. "I feel like I haven't seen you in forever with this stupid wedding, it's been like two weeks. I'm dying here,"

"I know, but everyone's here and –"

"They're sleeping, and we'll be extra quiet. Don't you miss me?" She moved onto her back with a sigh and I moved so that I was pressed into her side careful to keep my hips a safe distance away, my hand on her stomach.

"Of course I do but," I cut her off by leaning down and kissing her. She hesitated for a second before kissing me back, though gently. I knew it would be hard to get her to agree but it was my mission and Ashley Davies never failed. I brought my hand up from her stomach and threaded my fingers into her blonde hair, tugging gently. She moaned slightly but I muffled the sound with my lips as I climbed on top of her, straddling her waist but keeping our lips together. Her hands instantly came to rest on my hips, pulling me down slightly and making me grin. Spencer was getting turned on. I complied with her silent request though, and ground my center down into her. I heard her gasp when she felt the bulge of the strap-on press into her through both of our pajama shorts. "Ash! You planned this!" She hissed accusingly, digging her fingers into my hips when I ground down into her again. I had slipped her favorite strap-on on while I was in bathroom, intent on taking her that night.

"Of course," I said simply, grinning as I caught her lips again.

"We can't." She said weakly, though I knew that she was already half way won over.

"Of course we can. Please? I've been fantasizing about watching you ride me," I whispered this huskily into her ear, reveling in the shiver that ran down her spine. I knew that riding me was one of Spencer's favorite things to do during sex. She went absolutely crazy for it, and I was more than happy to indulge her. I drew my tongue along the lobe of her ear, making her arch into me. Spencer's ears were definitely a hot spot. I kept up my kissing of her ears and neck, keeping up my hip's motions on hers. I felt her hands slide down and grip my ass, pulling my center down to hers, hard. I smiled in triumph as I pushed one of my hands down her body and into her pajama shorts, past the barrier of her plain cotton underwear and into her wetness. She let out a breath of air as I easily found her clit and began to rub it in fast, firm little strokes. I wanted her right then and teasing would only draw out the process. I slid my fingers down as best I could in the awkward position and moved so that I was squatting between her spread legs and began to pump my fingers in and out of her pussy slowly, but building up my pace with every thrust. I used my free hand to pull Spencer's pajama shorts down to her thighs as fast and quietly as I could. Spencer was definitely a screamer and I could tell that it was killing her to have to contain herself. She was letting out tiny moans and mews with every thrust, moving her hips down to meet my fingers. I could only pray that the other girls were heavy sleepers.

I kept fucking her with my fingers, slipping in a third one and making her back arch slightly as she clamped her hand over her mouth to keep from screaming. I felt her walls clench around my fingers, making it harder to keep my fast pace. I turned my hand and curled my fingers into the spot I knew would make her cum for me. Sure enough, one more curl of my fingers and she came, her eyes clamped shut, and her hand still covering her mouth as she did her best not to make a sound. I slid my fingers through her folds, collecting her cum and lubricating the strap on as much as I could before sticking the still slightly wet fingers into my mouth, shutting my eyes as I savored the flavor. Spencer moved slightly below me and I quickly wrapped her legs around my waist and expertly flipped us over, putting me on the bottom as she began to recover. She sat up and quickly lost her pajama top and though I could only see what little my vision in the dark allowed she was magnificent, as always. She moved and I felt the strap on pushed down, hitting my clit perfectly and making my bite my lip to keep from moaning.

I brought my hands up to rest on her hips as she started to take the large strap on, sliding carefully down. Once she got it all the way in and she was fully sitting on me she rose up again, slowly. She kept this up for a while until I got tired of the slow pace and gripped onto her hips, yanking her down and forcing her to take the whole thing fast. A low moan ripped from her throat and we both paused to make sure no one was woken up. I must've snapped something inside of Spencer because she began to ride me in earnest. I smirked and laid back, doing my best not to moan as I imagined what she must look like. I reached out to lazily play with her clit, keeping it light and sporadic; Spencer enjoyed it when I teased her and I heard her breathing hitch slightly. I heard her moving and instantly knew what she was doing. I reached up to still the hands that had been manipulating her nipples and she let out a small noise to let me know her disapproval.

I sat up suddenly, bringing her with me. My hands easily found her tits and I began to roll and pinch until Spencer was practically writhing above me. I leaned down and took one of the hard buds into my mouth, circling my tongue around it and making Spencer toss her head back. I moved my hands down to her hips and guided her back down again, hard. She got the message as we began rocking into each other again, each growing closer with each thrust. I was going crazy with need as the little nub inside of the strap was rubbing my clit just the right way. I knew that I was close, and Spencer was closer. I felt her lean down and sink her teeth into my shoulder, making me fight a moan. With our combined efforts she was getting the fucking of her life; the thick cock filling her up. I reached down and flicked her clit and that was it. She bit down into my shoulder hard, making my eyes roll back as her hips spastically jerked, pushing the little nub onto my clit perfectly and sending me over the edge as well. I laid back down, Spencer laying on top of me as we both recovered.

I relaxed when I felt her move down and remove the strap on but I almost screamed when I felt her take a long lick up my slit, collecting my cum. It was my turn to clamp my hand over my mouth as Spencer ate me out expertly. Once she had cleaned me up and teased me enough so that I was just wet again she moved her tongue up to wrap around my clit and sucked greedily, causing my hips to jump up. She brought her hands up to force my hips down as she sucked and flicked her tongue over my clit mercilessly; driving me so close to the edge if I took a breath I would fall over and it was that moment that she pulled away. This time I wanted to scream out of frustration. I heard her chuckle as she sensed my displeasure but after some rustling around I figured out what she was doing just a second before I felt the still wet strap-on press at my entrance.

"Shit," I hissed out as she penetrated me suddenly and fully. I nearly came just at the thought that Spencer's cum was inside of me. I threw my arm over my eyes as she lifted my ankles up and put them over her shoulders before she began to fuck my pussy right. I could barely contain my moans and whispers as she pounded into me relentlessly; filling me up and making my eyes nearly cross with pleasure. Even after she pushed me over once it seemed to only encourage her and she just kept right on fucking me through one more until I could barely see straight and my whole body felt like Jello. I was already half-way asleep when Spencer laid back down on top of me, the strap on gone but I didn't really care as she snuggled into me. I used what little energy I had to wrap my arms around her and she pulled the sleeping bag up to cover us.

"Are you two finally done? I'd like to get some sleep tonight." Madison's voice cut through the silence, laughter from all the other girls instantly following it as Spencer groaned and buried her face into my neck in embarrassment. We'd be hearing about this for a while. It was soworth it.