AN: here's another one. It get's a little racy here, you have been forewarned. My intention was not smut, my intention was to show a portrayal of what might be going through an adult males head. Not too much in the terms of plot, but let's be honest, it's about time Spencer got some serious action.

Spencer and Kayleigh tumbled onto the bed with a thunk, kissing the entire time. Spencer was down to his boxers and socks; Kayleigh's underwear was still on, but her bra was somewhere between the couch and his bedroom. Spencer was on top of Kayleigh, kissing her mouth, her throat, her chest. Instinct, passion, and six weeks of working out his frustrations in the shower took control of his body. As his lips moved lower, he took one nipple into his mouth, nearly losing it at the sound of her groaning in pleasure.

It gave him confidence, and confidence was something he was lacking. As she squirmed under him, he felt her hands running across his stomach. He tried to keep it slightly sucked in without being obvious, but when her hands dipped into his boxers, he stopped caring how he looked. It was the first time in over a year he had been touched by someone other than himself. A long time of loneliness, and now, suddenly, he had a beautiful, naked woman under him. He pulled his head up from her chest and kissed her gently. Her hand was still on him, but there was a hesitance in her eyes now.

"Everything ok?" He asked her softly.

She nodded. "Yes…it's just, well, been a long time for me. I guess I'm a little nervous."

Spencer felt his own anxiety ease at her confession. He rolled off of her, laying on his side and pulling her close.

"I'm really nervous too." He confessed, kissing her softly. She smiled.

"I feel better knowing I'm not the only one freaking out of the inside."

This time Spencer laughed. "I agree! But I promise you, you have nothing to worry about. You are beautiful, and I can't wait to explore every inch of you." His voice got lower as he spoke, and he let his hands trace around her body. This time her grin was devious; her eyes were dark with lust. She kissed him while simultaneously tugging his boxers down. He gently moved back on top of her, slipping her underwear off her. He tilted her chin up.
"Are you sure?" He asked.

"Very sure." She replied.

Spencer was struggling to keep from collapsing on Kayleigh, but she gently pushed on his arms. "Relax, babe, you won't crush me."

Spencer gladly obliged, panting, resting his head on her chest while she gently rubbed his sweaty back and shoulders. They didn't speak for several minutes, letting their heartbeats return to normal. Finally Spencer rolled off of Kayleigh, got on his back, and pulled her so her head was on his shoulder. She threw her leg over his and snuggled closer.

"Comfy?" he asked her.

"Yep, I have everything I need…" She tilted her head up for a kiss.

"That was well worth the wait," he said, enjoying the feeling of her bare skin against hers.

"Absolutely…the only downside is now I won't be able to keep my hands off you, and I can't keep skipping work for sex."

Spencer laughed. "I still can't believe you did that! You are a horny little thing, aren't you?"

Kayleigh nudged him in the ribs. "Says the guy who got a total boner the first time we kissed."

Spencer blushed. "You noticed that, huh?"

"Oh yeah. Don't be embarrassed though, I thought it was cute!"

"Real cute. My mind was already in the gutter from the first date."

"Oh, so you only wanted me for sex?"

Spencer could tell she was joking, but still wanted to make sure she understood how he felt.

"I wanted you because you are beautiful, smart, kind, and completely understanding."

"I take it dating has been really hard?"

He sighed, nuzzling Kayleigh for a minute before answering. "In the three years I've been raising Carly, there has been one girl that I liked enough to open up to and let her into Carly's life too. Unfortantly, after a few weeks, she decided it was too much to be dating a 'single parent'. She bailed. It hurt me, and it hurt Carly. Even at 13, she felt guilty and responsible."

"Your sister really loves you, you know that?"

"I know. And I love her too. And I'm actually really happy. I don't have much time for friends my own age, but I am a kid at heart. Carly and her friends are really fun. I have been a bit lonely though."

"Well, you've got me, and I am not going anywhere. Spencer, you are crazy and hyper, yet at the same time the most mature and responsible guy his age that I've ever met. I am...I am definitely falling for you."

Spencer didn't say anything back, but he took her in his arms again and kissed her, trying to put a lot of unsaid things into the kiss.

"Alright, enough sappy stuff. I'd better get up and find my clothes before the kids come home." She rolled out of bed and strutted across the room butt naked. Spencer watched her as she followed the trail of clothing. Suddenly she turned around and saw him watching. Now it was her turn to blush. "Don't be shy, you are absolutely gorgeous and sexy."

Kayleigh was still blushing, but she added a little sway to her step as she walked into the living room. When they were both fully dressed they went into the living room, grabbed some leftover pizza, and had just settled on the couch when the door banging open and Carly walked in.

"Hey, Spencer…hey Kayleigh, what are you doing here?"

Spencer coughed.

"Hey Carly, I got off work early, thought I'd swing by and see you guys."

"Oh cool, did you just get here?"

"Uh…yes."

"Yeah, right." Carly rolled her eyes and ran to her room to dump her bag off. Kayleigh suddenly turned to Spencer.

"What did you do with the condom?" she whispered urgently. Spencer's eyes got wide. "Threw it in the bathroom trash!" he jumped to his feet and ran to the bathroom. He came out right when Carly came back downstairs.

"Ok, we really need to figure this out, that would have been really awkward to explain." Spencer whispered while Carly was in the kitchen.
"We will, hun, don't worry."
Carly came out of the kitchen. "I'm going to meet Sam and Freddy at Groovy Smoothy to discuss the next Icarly. I won't be back back for at least an hour." She waved and walked out the door.

Kayleigh turned to Spencer. His expression was puzzled. "Spencer, you do realize she's 15 and know's exactly what's going on, right?"

Spencer nodded, now slightly dumbfounded. "Yeah...I think you're right..."

"So..." now Kayleigh was slipping her foot up the cuff of his pants. "Race you to the bedroom?"

In response, Spencer picked her up and carried her off.