Disclaimer: I don't own South of Nowhere or any of it's characters or...okay, I don't own anything except my imagination. And it saddens me.

Author's Note: This story takes after Say It Ain't So Spencer (although not directly after, it's a day or two later). The only story line that happened that I keep from What Just Happens (aka Play Me or Trade Me) is that Paula has left the house for awhile. Otherwise, the story takes a different turn. The first few chapters are angsty and mushy, and such. But it does pick up, I promise. Hmm, I guess that's it. Oh, and I have another story going right now, which I'm am continuing, I just had to get this one out first before it killed me.

Chapter 1

Ashley had never really had the chance to watch Spencer sleep before. Those rare times when she was actually able to brave the threat of eternal damnation and enter her friend's house for the night she was forced to sleep in a different room. Mothers. And the one time they had spent a full night together, in a bed, Ashley had been a bit…well…out of it to put it nicely. The more she thought about it, she guessed now wasn't even so much as sleeping as napping since it was only late afternoon, but she would take what she could get. The two girls had spent the whole night talking to each other on the phone about nothing and yet, in Ashley's mind, everything. The older girl had stayed home "sick" from school so there had been some serious catching up to do. This morning, after attempting to stay awake during classes (unsuccessful on Ashley's part, successful on Spencer's), they both came back to Ash's to crash. Which brought her back to the current situation: trying to keep her eyes closed when she had the beautiful Spencer asleep in her bed, only a foot away.

Ashley wanted to soak in every detail she could of this girl in her present state. She looked so peaceful and happy. She was curled up on her side facing Ash, breathing easy and deep. Unable to help herself any longer, Ashley reached out and very lightly began to run her fingertips across the very lightly tanned arm closest to her. Ashley couldn't ignore the electricity that shot through her due to the contact with the soft skin. Beside her Spencer sighed and stirred slightly.

"Ash?" she said without opening her eyes.

"Hmmm?"

"That tickles."

"Oh, sorry." Ashleyreluctantly pulled awayand put her head back on the pillow, never looking away from Spencer's face. She was definitely under some sort of spell.

"Ash?" Spencer said again, eyes still shut.

"Hmmm?"

"Are you watching me sleep?"

"Uhh…I…umm…yes," Ashley finally admitted. There was no use denying it really, all Spencer would have to do was open her eyes. Ashley didn't plan on looking away any time soon. She would take her time soaking up the image. Remembering every detail. "Creepy?" Ashley added sheepishly.

She watched as Spencer's sweet lips turned up in a smile. "No. Sweet. Safe. It make me feel safe." She put her hand between the two of them for Ashley to grasp before adding, "But you should get some rest."

Rest. Right. After those heart swelling words that caused her breathing to catch there was no way Ashley was going to get any rest.

No one makes Ashley Davies melt! I am the melter, not the melted. I am in too deep, Ashley thought to herself. She kept drinking in the sight of Spencer though, before suddenly snorting at an image that popped into her head.

Sleepy blue eyes peered over at her. "What?"

"Nothing doll, go back to sleep."

"Doll?" Spencer repeated. "That one's new."

"Yeah, but that's what you reminded me of for some reason. You just looked cute, small…breakable…" the brunette couldn't help adding.

Spencer slowly sat up shaking her head. "Breakable. Breakable? You think I'm breakable? Give me a chance to digest this."

Girls, they're always so sensitive. Ashley sat up next to her. "Spence, I was just…ooof!"

Spencer's pillow hit Ash smack in the face, knocking her back onto the bed. "Breakable?" she asked again, jumping on the older girl and pinning her down with her body. Ashley gasped at the sensations she was feeling. She was taken by surprise but if it had been anyone else she would have been able to get control of the situation again in no time. But what she felt for Spencer was different than anything she had felt for anyone else and because of that she often found herself letting Spencer lead, not wanting to lose the younger girl.

"What now punk?"Spencer asked quietly. Ashley felt her warm breath against her cheek and shivered. She smelled of cinnamon. Ashley look up into those clear blue eyes she loved and smiled but didn't say anything.

When a strand of Spencer's hair brushed against her cheek, Ash reached up to tuck it back behind her ear and ended up keeping her hand against the younger girl's face. Spencer closed her eyes and turned her head slightly to lean into the palm and suddenly Ashley felt like she was flying. Her heart spend up as she watched Spencer's breathing get shallow. For a split second she forgot everything in her life except for the girl on top of her and nothing else past, present, or future seemed to matter anymore. But just as quickly as they had left, all the other memories rushed back. And then, being the only and only Ashley Davies, she panicked. She was afraid of the intense feelings that were invading her system at the merest touch of Spencer. She was already in too deep and if this current course was followed, she would be left floundering in the middle of the ocean alone. No one ever stayed in Ashley's life. So she did the only thing she knew how to do--ruined the moment.

"I'm shocked baby. I always thought I would be the one on top. I mean don't get me wrong, it means you might have a kinky side, but I'm a bit too surprised to find out much more today."

Spencer didn't respond or jump off as Ashley had suspected. Instead she kept staring into Ashley's eyes as if trying to read something hidden in the brown depths. Gently she leaned in and softly kissed the corner of Ash's mouth. Her lips were soft and rested there for just a moment even though it felt like eternity for them both. Then her mouth went to the other girl's ear.

"Come on," she whispered, "let's go for a drive."

As she rolled off and walked across the room to put on her shoes, Ashley desperately tried to remember how to breathe. Her whole body tingled and she hoped Spencer didn't hear the moan that slipped out when she reached up to touch the spot where she had been kissed. God I am an idiot.

"Spence, wait up! Where are we going?" she asked finally breaking from her spell when she saw Spencer disappear from the room.

"You'll find out when we get there," the soothing voice called back.