Disclaimer: I do not own South of Nowhere or any of the characters affiliated with it. SoN is property of Tom Lynch and The N. The title Should've Said No is taken from the Taylor Swift song.

A/N: Wow wow wow wow wow!!!!! I wish I knew you all in real life so I could give you a huge hug!! Well unless that would creep you out, then I'd give you candy...but not in a kidnapper kind of way. Thank you so much for your wonderful reviews! You have no idea how excited I was to see that my story had so many reviews. I'm very happy you liked last chapter. I'm afraid, however, that you won't like this as much, but you have to understand, that it had to happen.

I dedicate this chapter to LyricalHarmony53. *Bows humbly* I'm sooo ecstatic that you liked the chapter. And I appreciate your review. And for some reason, reading the word Dude really made me smile. This chapter is for you, and I made it longer than normal ;)

Oh, and I forgot to mention this: GirlTrash! has finally uploaded the long awaited Milby scene. I highly advise you check it out. Go to the website and click on episode 11, you won't be disappointed! Also they are going to begin filming the movie, so yay for everyone!

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Chapter 10

You Should've Said No

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"Is your lip cut or something?" Jen asked Spencer as the blonde walked out of her room. Jen never heard her come back last night.

"Huh?" the student asked in surprise. She was effectively in a daze and hardly noticed Jen's question.

"Your lip," Jen repeated. "Is it cut? You keep touching your fingers to it."

Spencer blushed deeply. She hadn't even noticed she was touching her lips. "No."

"Well what's wrong with it then?" Jen prodded. Spencer threw her head back as she remembered.

.

"Then don't," Ashley said, then she stepped forward and pressed her lips against Spencer's.

Spencer couldn't help but gasp, for more reasons that just being surprised. Ashley's soft lips were on hers, and all Spencer could do was return the light pressure with a little more force.

After all, if she was going to do this - and she was - she might as well do it fully. You know, go big or go home, or some phrase like that.

She just had to push down the annoying voice that asked if she had ever kissed anyone before, because surely this was a first. And not the first time kissing a girl, though it was, but the first time being kissed at all, because those others all fell short in comparison to this one.

In fact, Spencer was finding it hard to think if she had been kissed properly before. Gentle, warm hands stroking her cheek brought her back to the moment. She shyly brought her tongue out to touch Ashley's lip in a silent request for entrance.

Ashley let out a light moan that sounded remotely like the blonde's name, and Spencer couldn't help but smile and feel somewhat accomplished. And not to mention feel like her whole body was humming with heat and pleasure.

The smile that had formed at Ashley's moan quickly faded as Spencer made a weak whimpering noise as Ashley softly met Spencer's tongue with her own. She distantly thought of Aiden's dog tongue slobbering in her mouth before she mentally slapped herself and got back to the much better reality.

"Ash," she said lowly as she was pushed gently into the back of the couch, causing her to lean back slightly.

The older girl quickly insinuated herself in between Spencer's legs, causing a moan of satisfaction from both girls at the contact. In an act of boldness that surprised both girls, Spencer closed her legs around Ashley. "God Ashley," she husked.

Ashley suddenly pulled back, making Spencer immediately tense up. What did she do? Was it not good? Hadn't Ashley just moaned? She tried not to look into the brunette's eyes, a feat very hard considering the heavy breathing that Ashley was doing was making Spencer just want to lean back in and seal their lips together.

Ashley gave a sigh and ran her hand through dishelved hair. "Damn Spencer."

Spencer couldn't identify the tone. "What?" she asked slightly worried.

The girl stepped forward and caressed the blonde's face. "Nothing that was just..." What word could she say? How do you tell some one that their kiss was everything?

"Bad? I'm sorry, I just was really nervous. I still am. I mean you're the first girl I kissed, and I kinda feel like you're the first person I kissed, you know? Because none of them felt like that, and I just can't help but wonder if I ruined it somehow by-" Spencer stopped as soon as she saw the amusement on Ashley's face.

How could Ashley do anything other than smile with what Spencer confessed in that speech. "No. God no, you didn't. It just was...it was amazing. You're amazing." Spencer blushed and looked away shyly. "It was just way faster than I know we need to move."

"Oh," Spencer responded, rather lamely in her opinion, as the reality of the situation hit her. As the adrenaline from the kiss slowly evaporated.

"Yeah," Ashley said softly. She could see the confusion back in Spencer's eyes. Maybe she should kiss the blonde again? It would get her eyes to close. She took a step forward to do just that and had to bite back the hurt that shot through her as Spencer stepped back.

"I should-" Spencer eyed the door longingly. "I should go." She knew she shouldn't leave like this.

"No," Ashley shook her head pleadingly, "don't go."

With her phone in hand, Spencer looked apologetically at the brunette. "I'm sorry."

Ashley gave a humorlesss laugh. "What for? For being scared? For running away?" She took a step closer. "For kissing me?" she whispered.

The taller girl looked away guiltily. "I shouldn't have done that."

"Well you did," Ashley reminded her, if not with a hint of bitterness.

"I should have been stronger, I shouldn't have let you do that..." God how could she have been so stupid to let that happen? How could she think that once she kissed Ashley, she'd magically be ok.

"Well then you should've said no," Ashley said softly. She handed Spencer's purse to the blonde, avoiding eye contact.

"I'm sorry," she repeated. She went to reach a hand out to Ashley's shoulder but quickly brought it back to her side.

Ashley shook her head. "I don't want you to be sorry." Spencer looked at her in confusion. "I want you to be ready. And I guess I was wrong. You're obviously not," she sighed in defeat and walked to the couch to sit down.

Spencer stared at the back of the brunette's head. "Ashley," she pleaded, though for what, she wasn't sure. Maybe for forgiveness?

"What?" Ashley sighed in poorly concealed frustration.

"I-" She walked over to the couch to where Ashley was staring straight ahead. She felt herself relax a little as Ashley's eyes met her for a second.

Ashley raised her eyebrows, signally Spencer to tell her what she wanted. The blonde shook her head, causing Ashley to sigh again and face forward. Spencer let her own soft sigh escape, and she leaned forward and pressed a soft kiss to Ashley's cheek before she dug her keys out of her purse and left.

.

The young girl didn't really know what she expected Ashley's lips to feel like (not that she had thought about them or anything), but she didn't think they'd be as soft and warm as they were. They were, for lack of a better word, perfect. After all, is there a word that is better than perfect? Divine? Sinful? Refreshing? No, they fell short in comparison, not to mention they made her sound like some sap who wrote trashy, cheesy novels, you know, the kind she absolutely did not read.

And really, what could Spencer do other than return the kiss? And since she had no other options once the brunette's lips had softly landed on her own, she had to reciprocate. She had to lean into the hand caressing her cheek. She had to sigh into the gentle assault of Ashley's mouth. She had to put her hands at Ashley's waist and pull her closer.

She had to. Otherwise, why else would she have done it? It was Ashley's fault, really. Spencer was perfectly fine walking out of Ashley's apartment with her sanity still intact. But she couldn't. Even without Ashley pulling her back, she knew leaving would have left more behind than Ashley. It would have left her heart.

And she had to stay there so she could get it back. Ashley wasn't meant to have it. Ashley wasn't allowed to have it. And Spencer wasn't supposed to want to give it up to the brunette.

"Spence?" Jen's voiced sounded so far away.

Spencer blushed a little at getting lost in her thoughts. "Sorry," she mumbled, forcing her hand down as it automatically rose to her lips. It was almost annoying that they were still tingling from last night's kiss. She could still feel the heat from Ashley's mouth sealed on hers.

Really as far as kisses went, that one was relatively innocent. So then why was she still thinking about it? Why was it all she could see in her sleep. Why were Ashley's sad chocolate eyes the image her brain decided to replay for her?

Why was she feeling like all she wanted to do was go back their and put her lips back where they were meant to be, maybe forever? Why was she such a fucking idiot? Maybe she'd ask Jen that one. Her roommate would happily answer that one.

"You ok?" Jen asked, not realizing how loaded her question was.

"I-" Spencer shook her head in confusion. Her time with Ashley should prove how horrible with words she was.

Jen nodded in understanding. She really didn't expect Spencer to say anything, she just wanted to let her friend know that she was there. So it was needless to say that when Spencer plopped down next to her with a loud sigh and said, "No, no I'm not," that Jen looked like some one had just slapped her.

"What happened?" Spencer's miserable face turned to hers. "Oh my God!" Jen said quickly. "You guys...?" Spencer nodded. "Spence," Jen said gently, her arms going around her friend and squeezing her to her.

"I was going there to confront her about Aiden, I really was," Spencer promised, "but then we got to talking." Jen looked at Spencer with friendly eyes, encouraging her to go on. "I tried to leave, I tried so hard! I wanted to leave," she told Jen firmly," or at least I think I did," she added softly.

Jen tightened her grip around the blonde. "Spence, it's ok." Spencer lifted her head momentarily to look at Jen. "It's really ok. Ok?" she asked.

The younger girl shook her head. "But it's not. We can't. We just...we just can't."

The dark haired girl looked at her broken friend and finally understood. Spencer was begging her to agree with her. Pleading Jen to say that Spencer was right. It's what a good friend should do. But Jen wasn't a good friend, she was a best friend, and that had a whole different set of rules. "No Spence, it really is ok." Blue eyes shown up at her in confusion. "I wouldn't lie to you, you know that."

"Yeah, but you're my friend, you have to support me. It's not you I'm worried about," the blonde admitted," it's everyone else."

Jen gave her friend a pitying look. "Spence, it's a little late in your life to be worried about everyone else. You already went to a school that your family wasn't too happy about you choosing. At least at first," she reminded. "But they got over it."

Spencer remained silent, and Jen took this as her cue to keep going. "I get that you're scared. I can't imagine going through this, but I know that you can do this. This happened for a reason, because you are ready." Spencer went to shake her head but Jen glared at her. "You are! These last few months have been preparing you. It's not a new journey you have to start, because you've already started it." Jen stood up and gave Spencer a kiss on her cheek. "You know I love you, no matter what. You have so much love to give, Spencer. Don't be selfish and keep it all inside. Give it away. Let some one in." Spencer had a breif flashback to her conversation with Aiden. "Let Ashley in." Jen squeezed her shoulder then went to her room.

Spencer gave a long sigh, something she seemed to be doing a lot lately. She absently wondered if some one could be a sigh addict. She figured there were worse addictions. Like Ashley, she thought, before she berated herself for that thought, and not just because it was cheesy. "Let's go out tonight," Spencer called out to Jen's room.

"You really want to release your dance moves on the public?" Jen teased.

Spencer smiled, sending Jen a thankful message for being...well Jen. "Well I probably should copyrite them, you know, since they are so hot!"

"Is lying to yourself healthy, Carlin? Oh wait, were you talking about my moves?" The blonde could picture the satisfied smile.

"That's it Jen" she agreed with obvious sarcasm. "Who doesn't want to learn how to throw their friend into a crowd of sweaty people?" Spencer retorted with pride.

"I know you can't see it, Carlin, but this is me sticking up my middle finger!"

Spencer laughed loudly and opened her beloved box of Lucky Charms. This, with Jen, this was good. It had been enough before, and it still would be. She was just looking at her phone for the time. And she kept looking at it because she kept forgetting the time.

She just checked her messages because she thought her phone vibrated.

She just lied to herself because she needed to.

She just thought of Ashley...because she wanted to.