Spencer bit his lower lip. This was really happening. He was really going this and not just with anyone but with… Elle. Her finger brushed against his skin and he let out a small gasp. He wanted to touch her. He gently ran is hand up her shirt. He tentatively placed his hand against breast. He waited for her reaction. She continued to kiss his neck. Feeling a bit bolder he started to massage her breast. She stopped kissing his neck for a second and let out an audible moan. He had an immediate reaction. Elle felt his member press against her leg. He moved his hand to her back to find the clasp of her bra.

"Bold move Mr. Reid." Elle whispered in his ear. He chuckled nervously. He finished with the clasp and slid is hands from under her shirt. She sat up and pulled her shirt off. Spencer couldn't help but stare.

"It's no nice to stare Spencer." Elle laughed. Spencer smiled weakly. She laid down against his skin. So Warm spencer thought. His hands found her waist. Her hands slide down his chest to buckle on his pants. Spencer closed his eyes in anticipation. She expertly removed his belt and unbuttoned his pants. She slipped her hand in his pants and began stroking him.

"Elle…" Spencer whispered as he pulled her forward. He began kissing her neck. Then moved down to her collar bone. He looked at her waiting for her consent. He nodded slightly. He continued to kiss down her chest before taking her nipple in to him mouth.

"Spencer…" Elle moaned. He continued to tease her chest. She moaned controllable. She knew… well she assumed he wasn't a virgin but she had never felt these things before. As if this emptiness inside her was being filled. She sat back up so she was sitting on his member.

"Oh god, Elle..." Spencer groan and she began to grin her hips against him. She smirked.

"Let's relieve some pressure." She said seductively. She got off his lap and started to take her plants off. Spencer turned so he was sitting in the edge of the bed.

Against his rational thoughts, He turned to her and asked, "Would you like some help?"

Surprised, Elle stood still for a minute. Spencer felt so stupid.

"Sorry. That was out of line." He turned away and stared at his hands embarrassed. Why did you do that? She hates you now… He thought. He fiddled with his hands not daring to look at her. Suddenly he felt her hand grab his.

She pulled them to thighs and looked at him playfully. He looked at her apologetically. She lent down and kissed him softly. He slid his hands up to the top of her pants. They continued kissing has he slowly slide her pants off. He brought them to her ankles. She stepped out of them and straddle Spencer lap.

"I think you're overdressed doctor." She purred in his ear. She pushed him on his back and knelt at the end of the bed. She yanked his panted down so they sat at the top of his knees. She climbed on top of him grinded against him.

"Touch me, Spencer." she moaned. Spencer placed his hands on her hips and pushed her down on him. They both groan. The tension between Elle's legs became unbearable. She rolled off of him and laid down on the bed. Spencer sat up and looked at her longingly. She spread her legs and grabbed the sides of the bed.

"Please, Spencer... Touch me." She begged. Spencer moved so he was sitting in between her legs. He placed soft kisses all along her stomach before running his hand up her leg and pressed softly on the bundle of nerves.

"Ahhhh…" Elle moaned. Feeling more confident, he started to make small circles against her. She grabbed on to the side of the bed trying to contain her moans.

"Should I…?" Spencer asked as his finger danced along the top of her panties.

"Mmmhhhm." She whimpered. Spencer grabbed either side of them and slide them down hastily. After throwing them off the bed, he kissed up both her legs. He got closer and closer, Elle couldn't handle it anymore.

"Spencer… please, I'm begging you." Spencer smiled before finally kissing her in the most intimate place. She moaned loudly as Spencer continued to kiss and tease her. His hand stroked her leg each time going higher and higher. His fingers traced around entrance before entering her.

"Ahh… Spencer. I… I need you." She cried. Spencer pulled away and looked at her. She sat and kissed his passionately. She put her forehead against his and looked at his beautiful eyes.

"You're so beautiful." He said in a low voice. She smiled and kissed him again.

"You're… amazing." She kissed him softly before he laid her on her back. He positioned himself above her. She looked at him wanting to feel every inch of him fill her. He nodded at her asking for permission. She nodded back and he entered her slowly. They both groaned. She hadn't felt this amazing her entire life. He could even form words to describe how tight she was, how it seemed she was made to fit him. He began to go faster and faster.

"Spencer! I'm gonna..." was all she said before letting go and feeling her entire body shake. Spencer pumped in her a few more timed before releasing into her. She laid down as he collapsed down next to her. She turned her body towards him and rested her arm across him. He looked down at her and smiled. She giggled.

"Why are you laughing?" He asked nervously, and out of breath.

"Because, you… and me. I'm laughing because your amazing." She giggled. He smiled and brushed the hair out of her face.

"You're pretty amazing yourself." He told her.