A/N: Okay, I know nothing about smut writing and I am sorry about this okay okay

It was late that night. Spencer sat in his computer chair fiddling with his newly bought camera. Billy was floating near him, lost in whatever the hell he was thinking of.

"Spence!" he finally shouting, Spencer was waiting for Billy to want to take him away from his work.

Spencer stayed silent, though.

"Bro!" he started getting into Spencer's personal space, nuzzling his cheek in Spencer's cheek, poking him, and softly humming demandingly.

Spencer stayed quite, still working on his camera

"Spencer-"

"What?" Spencer screamed as he lost his concentration, getting irritated at how demanding Billy was acting; he couldn't put up with it.

Billy floated back a little and started to strum his guitar.

"Check out what I found!" he chirped happy to finally have his best bro's attention, but instead of Spencer finding it really rad, he rolled his eyes in annoyance. What's up with him?!

"Yeah, what about it?" Billy gave a confused expression.

"What about it?" He repeated, still looking a bit confused. "I found the first guitar I used when I just started my career!" he began "Come over here and listen!"

Spencer shook his head and went back to messing with his camera, even turning the computer chair back to face his computer. "No," he got up from his space and walked over to his bed, but Billy of course pulled him in front of him. And, surprisingly did without being gentle and steady, more of force and intolerance.

"Dude, listen!" Billy rudely yelped and then began to strum his very old guitar. But slowly began to finish. A smirk crossed his face and stared back at Spencer, awaiting a response.

"er…That was…good?" Spencer rubbed his eye with his palm, and tried to stare away from Billy and try to escape his eyes. "Um…it's late…"

"It's good?" he echoed in surprise, personally he thought it was bro-tastic! "Dude, it's more than good!"

"F-fine, it was…great!" Spencer quivered his hands sarcastically, and of course fairly annoyed. What a jerk!

"That's more like it!" Billy smiled in response, along with looking at his nails with triumph. He really was a rad musician.

"Yeah, whatever," Spencer muttered, rubbing his arm nervously. He had a certain feeling tugging at him. "Well, good n-night…"

"Dude, you have to listen to this guitar, though," Billy smiled even more.

Spencer's back faced Billy, and he slowly walked back. Billy, of course, grabbed Spencer again and pulled him back, but rougher than before.

Spencer's face began to become hot, and Billy slowly began to notice.

"Oh," Billy's tone was calm and kind. He even giggled slightly, but not at Spencer. "Is there something you'd like to share, Spence?" he smiled and began to float around Spencer.

"N-no," Spencer's voice cracked. A devilish smirk was planted on Billy's face. Surely, he was thinking of something. "Eh hehehe…"

Without a second thought, Billy grabbed tightly to Spencer's shirt, and pulled him closer to him. Spencer's body became just as cold as Billy, except his face.

"C'mon Spence," Billy began to egg Spencer on, "Ya' know how good I am at keeping secrets."

Spencer swallowed hard before glancing behind him and then back at Billy, which he was touching nose to nose to him. Billy placed his right arm on Spencer's shoulder; the left was placed on his lower back – almost touching his butt. That sent chills down Spencer's spine.

"Fine…I…err," Spencer shivered once Billy started gently kissing and nibbling on his neck.

"Aaaaaaaahhhhhhhhhhokaaaaayyyyy," Spencer moaned in surprise. Billy began to suck on little bits on his neck, ectoplasm sprawled over his neck, some slipping into Spencer's shirt.

"Fine, FINE!" Spencer tried to claw at Billy, only for to be ineffective. Billy pulled away from Spencer's neck and went back to being nose-to-nose with him. That grin he had only moments ago is still there. "I…I like you."

Billy's grin faded slightly, but it was plain to see that he wasn't sad or angered.

"Like?" He repeated. A sigh slipped past Spencer's lips. "I think you mean, love," Spencer rolled his eyes in response.

"Yeah, whatever," Spencer began "Well, I have school tomorrow so-"

Billy grabbed Spencer's wrist.

"I like you t-too." Billy surprisingly grinned nervously.

"May-maybe I can stay up for a little…longer."

Billy cupped Spencer's face and pulled him gently into a soft kiss.

Billy began to nibble his bottom lip, but accidently bit it.

"OW!" Spencer softly moaned.

"S-sorry, dude…" he slipped slowly away from the kiss.

"It's okay," Spencer squeaked, still a little nervous.

"Ooops, you're bleeding." Billy muttered softly.

"I'm fine," Spencer waved his hand with his response. "Con-continue?"

Billy started the kiss. He pushed his tongue past his lips and began to practically play with Spencer's tongue, which his response was a moan.

"You're so cute, dude," Billy giggled softly and started to pull away again.

"Why'd you stop?"

Billy started to push Spencer down on his bed; Just sitting him down. Billy started to unbutton and unzip Spencer's pants.

"D-dude, I-uh…" Spencer interrupted the moment. Billy looked back up at Spencer, still undoing his pants.

"What?" He soon realized how much Spencer was shaking. "Bro, there's nothing to be worried about!"

Spencer soon grew an unconfident expression on his face.

"This'll feel really good!" Billy kissed Spencer on the forehead. "Just trust me."

"O-okay…fine…" he grinned, nervously of course.

By the time that he looked back down at Billy, he realized that he'd already had finished with undoing his pants. Billy grabbed the sides of his pants and pulled them, along with his boxers, down. He grabbed his member and slipped it into his mouth. He looked back up at Spencer, keeping Spencer's member in his mouth. Spencer was keeping his eyes shut tight, his teeth were clenched shut. He was holding so tightly to his bed sheets that he felt like he was going to rip them off. Spencer let out a moan through his teeth, and slowly opened his eyelids, only to see Billy looking back at him.

Spencer couldn't believe it.

Billy wasn't paying attention to how close Spencer was, he was lucky that he couldn't choke and die.

The white liquid spilled from Spencer into Billy and down his throat. Billy grabbed Spencer's pants, and helped him put them back on. Once that was done, he sat down on his bed right next to him; he put his arm around Spencer.

"I-I'm sorry," Billy muttered.

"Why are you sorry?" Spencer leaned forward and stared back at him.

"Well, let's see what's so weird about this night…" Billy smiled back at Spencer. "Hmmm, I just made out with a 14 year old and I just sucked my distant cousin's dick."

Spencer began to laugh.

"What's so funny?" he stared back at him.

"Nothing," He smirked at him. "Hey, when do you suppose I should tell Rajeeve and Shinella?"

"The night before you marry her," Billy laughed.

"Dude, not funny!" He laughed back.

They fell silent for a while.

"Hey dude," Billy spoke up.

"Yeah?"

"You're really important to me, okay?" he kissed Spencer on the cheek.

"I love you."

But little did Billy know, Spencer had already fallen asleep.

He's going to be VERY tired tomorrow, that's for sure.

A/N: I'm really sorry.