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: Geeze guys, I don't think I'll have enough chapters to dedicate to all you wonderful reviewers. I hope you know that if you haven't been mentioned yet, I greatly appreciate every single word you say. I do dedicate each chapter to a different reader, but just know that all these chapters are in honor of you all :)

This is definitely a favorite of mine ;)

I dedicate this chapter to Palexobsessed. I'm glad you liked David and hated Katie lol. That was the intended response. I just couldn't resist not bringing good 'ol Katie back to bug Ashley. And I always like writing an internally debating Spencer. It's a challenge for me to write such confusion, so I enjoy it immensely. And, of course, I love Spencer slowly realizing that Ashley is the one who can help her overcome her fear. After all, Ashley's the only person who can truly make Spencer feel unashamed. Jen does a great job, but it's a completely different thing. So thank you for your lovely review. I apologize for my novel-like response, but your review sparked more writing. Enjoy your chapter :)

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Chapter 14

Parking Lot

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Jen was sitting on the couch with an expectant look when Spencer returned. "So?" she asked.

The blonde gave a long sigh and wordlessly sat down beside her roommate.

"That good, huh?" Jen asked sympathetically, hand gently rubbing the girl's arm.

Spencer leaned forward and put her face in her hands and groaned. "Ugh, I just...It was great at first, all fun and totally no pressure and then..." She gave another sigh. "Then the waitress asked if the bill was together or separate, and I freaked out."

Jen squeezed her arm. "It's ok Spence." The blonde looked up from her hands with a doubtful expression. "I know I say that a lot, but it is. It can't be easy for you. No one expects you to be totally ok with everything in one day. You have to be reasonable."

"I know, I just-" she leaned her weight into Jen. "I just want to be ready. So damn much, that it hurts!"

She looked at her friend so Jen could see her desperation. "And I know I'm killing Ashley. God, I feel so horrible. I'm just dragging her along, expecting her to wait for me to be ready. It's amazing she hasn't gotten tired of me yet."

"I don't think that's possible," Jen said with a gentle smile. "Ashley's pretty determined when it came to you. Hell, she came over all the time in hopes of seeing you, and that was before she knew you liked her." She pinched the blonde's cheek fondly.

Spencer sent her friend a grateful smile. "You always know what to say."

"Nah," Jen shook her head, "I just tell you what you're already thinking but are too dumb to admit out loud." She gave the taller girl a cheeky grin which was easily reciprocated.

"Spence," Jen said after a moment of silence, causing the blonde to look at her with interest. "You need time. Ashley understands that. Just-" she paused. "Just be fair to her, ok? Above all else she's our friend, and she deserves better."

Spencer nodded thoughtfully, taking in Jen's wise words. "If I didn't think you were beyond ready, Spence, I wouldn't be pushing this so much. And even more than that, if I didn't know you liked Ashley so much, I wouldn't be having this talk with you at all. But I know you do, and Ashley does too, but maybe...maybe you should let her know again."

The blonde looked at Jen with question. "What do you mean?"

"Ashley's strong, but she's not unbreakable." Spencer went to interrupt, but Jen beat her to it. "Don't be the one to break her," she advised, and the blonde heard the sublte plea in her words.

She nodded with small smile and hugged Jen close. Her roommate gave her a loud kiss to her cheek, making them both laugh lightly and squeeze tighter. "Doesn't do anything for me," Spencer teased as she stood up.

Jen looked at her happily. This was the first time they'd openly made a reference to Spencer's...well, you know. "You couldn't handle the real thing, Carlin," Jen retorted smugly, giving Spencer another loud kiss before smacking the blonde's butt and running to the kitchen for a drink.

Spencer turned down Jen's drink offer and stared at her keys, lost in thought. "Spence?" Jen called out curiously to her entranced friend.

"I'll be back," she said suddenly, grabbing her keys and heading for the door.

"Hey!" the brunette yelled, "where are you going?"

"Wal Mart," the blonde responded vaguely, ignoring the annoyed scoff Jen let out. She was on a mission and couldn't be distracted.

---

"You sure you only want one?" the cashier asked.

"Yeah," the blonde replied, slightly annoyed that her purchase was being questioned. Money was money!

"There is a buy one get one sale," he offered.

"No thanks," she said firmly, "I just need one."

"You could give the other one to some one."

"One is fine!" she stressed with obvious annoyance.

"You su-" he cut himself off at the slight glare. "Ok, your total is $7.55." He handed the proper change to the blonde. "Have a nice night."

"You too," Spencer mumbled politely, grabbing her back and walking away.

"The sale lasts til tomorrow," he attempted one last time, but the blonde had turned her back on him, obviously dismissing him.

She drove with purpose down the street, faster than she normally would, but not particularly caring. Well unless she got a ticket. Then she might care a little.

Mile marker after mile marker whizzed by in a blur, becoming insignificant as she focused for the mile she cared about. Spencer exited and made a right turn, driving the familiar path to a familiar apartment. As she got closer to her destination, she felt nervous, but it was outweighed by the giddiness sitting low in her stomach.

She stopped at the modest apartment complex, mentally composing herself before she parked and walked to the door before she could talk herself out of anything.

With the items shifted in one hand, the student gave one hesitant knock before rolling her eyes at herself and knocking louder. She waited anxiously, butterflies fluttering more with each passing moment. She listened intently for any sound of life behind the door.

Nothing.

With a resigned sigh, she leaned back against the door for a moment. She hadn't expected Ashley not to answer. She seemed to expect a lot out of the brunette when it came to her; expected her to be patient, understanding, ready to hang out on the blonde's terms. Spencer shook her head. There was no point dwelling on that.

She put the items by the door, knowing that nothing else was needed. Ashley would understand. She refused to stare longingly at the door any longer. The blonde got into her car and drove, refusing to feel somehow disappointed in the brunette.

---

Ashley groggily made her way through her apartment to her door. The faint knocking noise took long to process, and though she couldn't hear anymore noise, she'd hoped the person behind the door hadn't left. It was obviously important if they were knocking this late.

Either that, or it was Mrs. Baker looking for one of her cats again that had managed to escape. Personally, Ashley didn't blame the cats. She'd try escaping multiple times too if she was forced to live with the crazy lady. Mrs. Baker was obsessed with two things; cats, and putting ugly, uncomfortable looking clothes on said cats.

She looked out the peephole, frowning in confusion when she didn't see anyone. Briefly considering the idea of a midget knocking at her door, though she didn't think any lived in her complex, she opened the door and looked down.

And then she lost her breath.

Sitting on the welcome mat, in front of the door, was another candle, the exact larger version of the miniature one she had from Spencer, except for one significant, heart-stopping difference.

This one was lit, a box of matches sitting beside it.

A bright smile covered Ashley's face, and her eyes lit up in complete exuberance. Spencer, she thought with an even bigger grin.

She grabbed the candle and matches and ran inside to her phone, haphazardly throwing the candle on a counter, forgoing any thoughts of a fire. She gave it a quick glance, making sure the flame was still contained in the glass, before turning her attention to her phone.

"Hello?"

"When?" was all she managed out.

"So you saw it?" the blonde asked softly, not needing to be told what Ashley was referring to.

Ashley nodded. "Yeah," she said in a low tone, her throat not capable of making any louder sounds. "When did you do it?" she repeated.

"About twenty minutes ago. You didn't answer, so I figured you were out."

"You didn't see my car?" Ashley asked in slight amusement.

"Oh," Spencer said lamely. "I didn't think-"

Ashley shook her head. "It doesn't matter. Where are you?" Not that it mattered. The brunette wouldn't hesitate to drive to Spencer's place.

"Honestly?" the taller girl asked.

Ashley gave a small laugh. "Of course."

"The entrance to your complex," she admitted sheepishly.

She was close! Ashley's heart sped up anxiously. "Ok. Just- just don't go, ok?" Ashley pleaded. "Just stay there!"

Spencer frowned in confusion at the movement she heard in the background. "Ash?" she said hesitantly. "What's going on? Was that a door I heard? Ashley?" she said again after no response.

"Sorry," Ashley answered quickly, "I'm here." She sounded out of breath.

Concern filled the blonde's voice. "Are you ok? You sound-" her words were cut off as she spotted the girl swiftly walking over to her.

"Hey," Ashley said shyly, smiling softly as she realized she had said that into the phone even though she was right next to the girl.

Spencer shared a smile and hung up the phone, nervousness increasing tenfold at the beautiful girl's presence. "Hey," she echoed softly.

They locked eyes for a moment before the blonde shook her head with an amused smile and got out of the car. "Hey," she said again, more shy now that she could feel the warmth from Ashley. Her eyes found interest in the cute slippers the older girl had on and she smiled at the cuteness.

"You said that already," Ashley reminded with a teasing smile, her voice cracking slightly at the intense stare from the blue eyes in front of her.

Spencer looked at Ashley longingly, feeling her body physically ache to touch her. "Yeah." She bit her lip and took a step closer, seeing the brunette swallow thickly. "I uh- I...well..." She looked up to the sky and sighed. Of all the times for words to fail her.

"Oh yeah?" the smaller girl said with a soft smile, bringing Spencer's eyes back to hers. "Me too." The blonde's mouth quirked in a smile.

She swallowed down her nervousness and leaned into Ashley, arms wrapping firmly around the girl's soft form. A rapid heartbeat beat against her chest, and it comforted her that she couldn't tell if it was Ashley's or her own. Probably both.

At the brunette's broken sigh, she squeezed tighter and pressed her forehead into the warm neck, inhaling the comforting scent, hoping the security she felt in Ashley's arms was the same the girl felt in hers.

She pulled back slightly and met chocolate eyes with her own, seeing the smile light them even more beautifully. A hesitant hand made its way to a flawless cheek, gently stroking the soft skin. Ashley's eyes fluttered close as she leaned into the hand, pressing a soft kiss into the palm, making the blonde smile. Warm breath tickled her cheek, making her eyes quickly open in surprise.

Spencer leaned in a fraction more, stopping a breath away from making contact. "That's two gifts to one. You owe me," she whispered flirtatiously.

"I think I can do that," Ashley breathed out, watching blue eyes be covered by eyelids as the blonde leaned in, finally putting them out of their misery.

Their lips met softly, almost hesitantly, as if they couldn't believe they were finally kissing. Ashley pressed into Spencer's warm weight, pushing her gently into the car, lips smiling but never parting. Spencer's hands left heated trails as they made a path from the older girl's neck to her hips, holding her gently but firmly in place.

Ashley's hands rested in soft blonde tresses, squeezing tighter as Spencer pressed their hips together. The kiss paused, and she opened her eyes slightly to see Spencer biting back a smile. The young girl pressed a quick peck to Ashley's lips before bringing her in for a fuller kiss.

A warm tongue traced her lips, and she gasped in pleasant surprise and opened to accept it. Her body jolted at the low, husky moan Ashley made as her tongue met Spencer's, her hips thrusting forward on instinct, sending pleasure shooting low to her core.

Hands began moving more frantically, not content to stay in soft hair and warm hips. Legs parted, allowing Ashley to fill the space and press a tingling leg to Spencer's center. "Mmm Ash," the blonde moaned huskily, her voice alone sending molten heat throughout Ashley's body. She moved restlessly against the thigh pressed against her, desperate to do anything to ease the ache there.

"Fuck Spence." Ashley's eyes rolled back as the taller girl grinded against her leg, kiss becoming hotter and more desperate as they became more aroused. "Spence," she husked when the blonde sucked on her tongue, giving a last kiss before trailing kisses across her jaw, down to her neck.

"God you smell good," Spencer breathed heavily as she placed light kisses on the perfect, tanned neck, teeth nipping the soft skin. Ashley's curses and heavy breaths urged her on.

"Spence...you're gonna- gonna kill me," she managed brokenly, not sounded upset at this prospect at all.

The blonde smiled into the neck and placed gentle kisses there, despite her body protesting. She trailed back up the to Ashley's mouth, pressing a soft kiss, sealing the harsh breaths coming from her. She pressed her forehead against the older girl, breathing heavily to regain rationality, trying not to moan in protest as Ashley removed her wicked thigh from Spencer's center.

Ashley stared at Spencer with dark eyes. "Fuck. What a way to die." Spencer laughed between deep breaths, nodding her agreement into Ashley. The girl stepped back and looked around. "What's with you and parking lots?" she asked in amusement.

Spencer laughed lightly and shrugged. "Something about parallel white lines sets me off."

"I'll keep that in mind," she promised. "So," she said with slight nervousness, "you want to come inside?" Spencer raised her eyebrows. Realization dawned. "Oh! God no! Not for that!" she rushed to assure. "I meant to talk!

"Uh huh," the blonde teased in disbelief, "sure you did."

Ashley looked at Spencer pleadingly. "I promise."

Spencer kissed her cheek. "I know, Ash." The brunette's smile didn't go unnoticed.

Ashley grabbed her hand, smiling stupidly in response to Spencer's, and led them to her apartment, feeling lighter then she had in years.

"You know," Ashley said as they got comfortable on her couch, "I'm starting to feel like my gifts are repetitive."

"Nuh uh," Spencer shook her head. "This one was a real sized candle. With matches!"

"And matches!?" Ashley said incredulously, smiling as the blonde nudged her. "Lucky me."

"Not just anyone gets Wal Mart candles," the taller girl assured her with confidence. "Only the select few."

The brunette didn't say anything, instead opting to lean over and press a firm kiss against Spencer's lips.

"What was that for?" she asked in pleasant surprise. Ashley shrugged. Spencer smiled and pressed her own kiss to Ashley's warm mouth.

"What was that for?" she teasingly echoed.

"Because I couldn't resist." Spencer softly stroked Ashley's cheek. "You're incredible, you know that?" she said softly. "Just so beautiful."

"Thank you," Ashley whispered, eyes slightly shaking.

This time Spencer shrugged lightly. "It's true," she urged. "You've told me before. I just wanted you to know that you are beautiful too. So much more than you can ever realize."

"Spence," Ashley said sweetly, feeling her heart thud loudly in her chest.

They shared a soft kiss, expressing more in that action than they ever could any other way. When the pulled apart, both of their pulses had sped up.

"So what was my gift?"

"You still haven't figured it out?" Ashley asked with surprise. She was pretty sure it was obvious.

Spencer shook her head. "I don't remember you giving me anything."

The older girl grabbed Spencer's hand, meeting her eyes lovingly before she put the warm hand over her quickly beating heart. "I don't remember giving you it either." Beautiful ocean eyes widened, and she heard a soft gasp as the words struck the blonde. "I just...know that its yours."

Spencer's eyes met Ashley's. "Ash, I..." She didn't know what to say. Ashley had rendered her utterly speechless.

Ashley smiled softly and shook her head. "It's yours, I'm not asking for it back. Maybe I didn't remember giving it because it was yours all along." She gave a light, nervous laugh. "You know, if you want it," she hastened to add.

In response, the blonde pressed her lips to Ashley's saying with her mouth what she couldn't yet with words, swallowing any more heavy words Ashley might say. She was ready, just not for that...not yet. Ashley kissed her back softly, showing Spencer that she understood and she wasn't mad. This, right now, was enough. It was enough that Spencer knew.

They kept the kiss gentle, parting with a soft gasp as they held each other close, basking in warm bodies and rapidly beating hearts.

In the background, the candle lit the small kitchen, flame stronger than ever.