Carly and Spencer are watching tv late one night, her friends leaving a long while ago. When Spencer, on the cusp of sleep, is woken by Carly. Wanting to have "the talk" with Spencer. She's very curious about how things work. When she asks him to show her, he freaks but she calms him by saying that it's only for educational purposes. That it won't mean anything, that she just wants to learn these things for whenever/if ever she gets into this situation.

Quietly he thinks, still soft worn from being on the verge of sleep. He was leaning back against the curve of the couch. His hands rested on his bent legs that were spread. Carly sat up straight, her legs barely touching Spencer, only brushing in a motion of her leg that moved quickly like she was tapping her foot nervously but it was bent and touching Spencer when it moved. Her hands clasping and unclamping in her lap. A nervous tick that Spencer noticed was whenever she gets uncomfortable.

Sighing inwardly, he lowered his head to turn over her words for a last time before he peeks up to his little sister. "Okay," he whispers.

Cary perks up, her hands lifted in a clasping motion. Spencer looks around, making sure no one was indeed in the loft.

He ran his hands up his thighs. Nodding to himself as he tried to wrap his mind around what he had just agreed to. When he brought his attention back to Carly, she was staring at him intensely. There was something in her expression that he saw that if he did something drastic like bolting from the room, then there would be the level of rejection. That this is her, being the girl that is vulnerable and open to someone that she trusted whole heartedly. He wouldn't take advantage of that, even if there was a twitch in his jeans at the look she gave him.

He swooped his hands down his pant legs again, rubbing off the extra layer of sweat that formed in just the few seconds he taken to gather his bearings. "Lock the door." He whispered. Sitting up slightly to let her through.

She gotten to her feet, he couldn't help but watch her move towards the door.

She was in her pajamas, her long bottoms sliding against the floor as she walked. Her skin radiating, the slight reflecting of her pale complexion. He was mesmerized. He couldn't help it.

She locked both bolts and the chain. The extra layer of security. When she turns, he brings his attention upwards, not wanting to scare her in his fascinations. She points a thumb towards the elevator. "I'll lock the elevator too." He didn't think of that. Normally they would leave it open just in case Carly's friends needed a place to crash. They had their respective keys. But for this to happen, for them to do what he had agreed to, then they needed utmost secrecy. Leaving it open and unlocked, will leave room for being caught. And being caught leads to being reported which could land Spencer in jail. Above all would leave Carly unprotected for sure. With who knows what will happen, if anything Spencer would hope if that did happen. She would be happy and safe.

"Okay, Spence." Carly had returned to the couch, a little further than she had been before she gotten up to lock the door. She was quiet, not moving. As if she knows, if she was loud or moves sharply in one direction then Spencer would bolt from this room. And he couldn't bring himself to be cornered in his own bedroom, hell even Carly's room.

Out here, in the living room, many things have happened. He couldn't bear to bring himself to taint her safe space with what they're about to do.

He nodded, it was jerky and snappy. He slid his hands down his legs. "Okay, Carl's." His eyes slowly slid up her body, there was a shiver, very slight that sent a spark through him. Something in the back of his mind hoped it was because of him. "What do you want to know?" He asked, he rested his hands closer to his waist. Ready for the next step in this.

She shrugs, as if they were talking about what they were having for dinner. "How about you show me," it didn't come out as suggestive but that's how Spencer perceived it. "What it's like, show me that." It was so vague and innocent that it sent a chill through Spencer. That it excited him, deep in his core that sent shame through him.

He breathed deeply, trying to gain any semblance of control that he didn't currently have. "Okay." He whispered, trying to convince himself that this was alright, in any world. Maybe if she didn't touch him and he just explained what things were and what to do. If he did all the work then this wouldn't be as horrendous as he was making it out to be. "Well first," he brought his hands to run through his hair, bringing the strains out of the line of sight. Bringing them back down to his jeans, the buttons in particular. "I'm going to talk through this," his fingers gripped a little too tightly on either side as if ready to unclasp his jeans. Meeting Carly's eyes, only briefly stalled by her staring intently down towards his bottoms. "At any time, you feel uncomfortable or want me to stop. You tell me. Anytime Carly." He couldn't stress this enough. In absolutely no way did he want to traumatize her with this, even if she did ask him.

She nods her understanding, "yes Spence." Her eyes were with him. As he tried to find any doubt in her features. He would stop, at any slight sign of discomfort.

He nods back, lowering his gaze to where his fingers still held the fabric. "It's kind of like opening your own jeans. But the reverse?" He said in question, but it was a mixture of a statement and the former.

Spencer undone his jeans, lowering the zip.

He lifted his hips a little, tugging the sides of his jeans down. His boxers slid down only an inch. He was still covered, he had waned in the last few seconds. The intensity of both their gazes. He doesn't remember ever feeling this heavily in doing stuff with half his close off.

He looked back up to her, making sure there was no discomfort.

There wasn't.

He lowered the next layer, but only by the front of the fabric, the elastic of the band being pulled down by one thumb while his other hand slipped underneath. Clasping himself before pulling out, the band of his underwear digging into the underside of his balls.

"Oh…" Carly gasps. "Woah." She twitched forward from where she was sitting. "Can I?" Spencer looked up to her, seeing her reach out.

Everything in Spencer's mind screamed at him to stop, to not allow this. He squashed that voice. "Place your hand right here." Letting go of himself, patting the middle of his thigh on where he wanted her hand.

Immediately he felt the warmth spread up his leg. Her hand held lightly as if scared to touch him. He laced his hand over her fingers, applying more pressure to show he was okay with this. Even with that voice still telling him to turn back now before it was too late.

Slipping his hand from her fingers, his fingers treading up his thigh. Shivers ghosting up his body. He twitched, Carly gasped. Taking interest.

"I'm going to continue." He warned her. His fingers tracing over his manhood. "Don't be afraid of touching any part." His finger sliding down his shaft. Circling around the tip. He saw the tiny movement of Carly's hand, the wanted to learn by doing. He knew her. Having to do that action to understand it. But he still couldn't bring himself to do that. "This is just pre-cum."he wiped up some liquid that was leaking out. "It helps with making things wet. It's normal. Happens when a man gets excited."

"You're excited?" She questions, a little chipper than he would think she would be.

He shrugged, "if there's attention and light touches, then yeah, of course." Stroking himself once before sliding his palm down his length. "Friction is your friend."

He sees her frantic nod. He hoped she wouldn't voice of her touching herself because he didn't know if he could take that and finish what they were doing. "When…" Like she had read his mind. She stops as she sheepishly meets Spencer's eyes. As if to ask if she should continue. It's a beat before he nods his approval. He wanted her to be comfortable talking about this, not shying away and being scared and not knowing what to do. That's what they were doing here. Learning.

That little voice spoke venomously 'of course, try to make anything you're doing okay.'

"When pleasuring myself… oh gosh, is that okay to say?" She asks frantically. Spencer calms her, reassuring her it was okay. His palm resting against hers that was on his thigh. "It was more comfortable just rubbing." She squirmed. "I tried… to use my fingers but it wasn't…" she didn't finish.

"It wasn't pleasurable?" He couldn't believe himself for asking this. He couldn't believe a lot of things that were happening right now. Like being half hard with his pants around his thighs and his sister's hand on said thigh and her speaking about pleasuring herself.

There was a shake of her head. "No, I don't know what I did wrong."

He couldn't believe what he heard himself saying. "Did you play with yourself, making yourself wet before you slid your fingers inside?" His eyes widened at how deep his voice dropped. Fuck, he needed to get his mind back to teacher mode, brother mode.

Carly was quiet for a few moments, seeming to not notice Spencer's freak out as she thought about his questions.

"I…" she tried, they both looked back to each other. "I tried. But it didn't help."

"Show me." It was said blatantly. A command that Spencer didn't know he could voice. It shocked both of them. "I'm sorry Carly." He shakes his head, his hand on his forehead.

"No, don't be." She says softly, as if to not scare a wide animal. Which that's what Spencer felt like. "You're doing this for me, if you think it'll help then I'll do it."

Spencer found himself nodding. Confirming it would help. But he didn't realize what he was getting into before he watched Carly lean back. Lifting her thin hips to slide her pajama bottoms down her legs. They slide down her thighs, almost all the way off. Only stopping when they hang off of one foot. She bends on leg, giving a perfect view of her spread thighs. Her panties still covered her sensitive spots. That had Spencer filling rapidly. He gulped.

"Now you're panties." He coughed out. Pointing towards her cotton undergarments. That was still showing them a way out, as if they didn't remove them, then they could move on. But her thumbs dug underneath the bands of those small cotton panties and sprinted over that line that shouldn't have been crossed.

They joined her bottoms that hung off one floor. Fidgeting with her shirt hem, as she watched Spencer take her in. He didn't have words, his mouth had dried up long ago and his mind had gone offline just as his mouth became the driest desert he could think of.

Carly's hands moved. Slowly, as if hesitant on her movements before she went straight for her center. Her core, her delectable entrance. That was only for Spencer to see. It had his mouth watering and his cock growing stiffer. He turned so his left was bent, right along with Carly's.

She was nervous, and it caused a jerky reaction that she stumbled over. Her hands going to her lips, sliding down until she reached her opening, she slid a finger inside. Too fast and too far for her just starting to play with herself. "Slower." He heard himself saying. He didn't remember thinking those words, nor did he remember wanting to voice them.

She caught his eyes. There was understanding, like there was a challenge here that she was wanting to win.

"Slide your fingers out," he couldn't help but walk her through it. Guiding her, instructing her. And he told himself that this was okay because he wasn't touching her. Even though that was the one thing he wanted more than anything right now. Just to feel her warmth along the pads of his fingers, the heat circling around his fingers. He didn't remember moving, nor did he realize that he was moving to cover her body with his until he saw her eyes widen. He stopped immediately. Catching himself before he plopped back down to his seated position. It was stiff, as he was leaning forward. Ready to bolt from this room and never bring this up again.

He was distracted by his inner turmoil when she spoke. "You can."

He couldn't believe what he heard. Did he hear that right? His eyes snapping up to meet her soft brown ones, they were filled with certainty and complete trust in Spencer that had the pit in his stomach filled to a full belly ache. He didn't deserve this level of trust he was currently getting from his little sister. Because of how his thoughts have been going, he knew there was something dark and wrong inside him for ever thinking those things.

When she voices again, telling him it's alright. That she knows he won't hurt her. He couldn't help his mind running off its track. Derailing on where it was going to find this new pit stop.

"Are you sure Carly?" Needing her to be completely honest and fully communicative with him. Even though he was thinking of going further with her, he still needed to have the self control in him to stop. From whatever she said, to not hurt her in any way. "Please say it. Don't just nod. I need…" he ran a hand through his hair. It was useless, it was messy already. "I need all of this to be verbally spoken." He met her eyes, pleading with her to understand. To understand what he needs and knowing where he was at. "I don't want to hurt you." He said ashamed already, his head turning away from her.

She's up and pulling his face towards her. When he brings himself to look up into her eyes, that's when he sees it. That one thing that tells him yes. That there wasn't just trust. That there was a foundation, that everything in her being wanted this just as much as Spencer did. If not a little more.

"Yes Spencer, I want this." She voiced, giving what he wanted but he already had his answer by the look in her eyes. But above all, sent warmth in his chest throughout his body at her giving over something that he absolutely needed.

His hands were gripping her tank top, his fingers digging into her soft curves. He slowly released his hold. "Take off your shirt and lay back down." He was already way past that line of going back.

"Are you?…" she questioned, already removing her shirt. Her voice is shy, insecure like she was a little kid and wanting to share her toys but the other not sharing theirs.

Spencer reassured her, removing his layers slowly. Stretching out, the shirt going over his head. He felt the cold tips of her fingers when the shirt was covering his head, before he could completely remove it.

Sliding her fingers over his stomach, just a teasing touch. Something that shows promise. That shows that she needed this contact to tell herself it's okay.

The shirt found its way on the ground with the other discarded clothing. His pants still remained. But he needed to take this as slow as possible. There was still a line that he couldn't bring himself to pass, no matter how much he wanted to. And that was sliding himself inside her tight pussy. Taking what no one else will have.

Yet that was not on the tables for tonight. This was about showing Carly what this could be, showing her how good this could feel.

She already trusted him, he just needed to keep it and prove to her that it was rightfully given.

"We'll talk through this, check in with each other." He can't remember ever being this verbal in the bedroom before. This commutative towards one of his partners.

He guesses it just shows how much he loved her. To not just take advantage but to care what she wanted as well as himself.

"Okay." With that, he maneuvered himself. She had one leg off the couch, as he slid one leg beside the backing. The other fell to the floor with a small thump. It was uncomfortable but he made it work, he could always move when it became painful.

Hesitantly, "Do you want me to kiss you?" He asked. It was one thing to show the pleasure but it was another thing to bring intimacy into this.

"I.. uh… yes." He caught her eyes, making sure she meant what she said. He nodded before lowering his head to meet hers. She met him in the middle, with more eagerness than he thought.

It was slightly clumsy as she moved her lips. Still closed, that were more of a peak than anything. He slipped back, breaking the contact. "Open your mouth a bit." He could feel the confusion before she responded. Bringing her lips to his again before opening herself to him. On the next slide, he slipped his tongue inside her mouth. A gasp broke it, her hand shooting to grip onto Spencer's arm. Inwardly smiling. He brought his lips back to hers. Opening his own mouth for her to do the same. As if reading his mind or just being a quick learner. Her tongue darted in, it was quick as if scared to do it. He pulled back a bit, "don't be scared to use more tongue." He kissed her lips again, "fill my mouth," his lips were on hers, licking into hers. Showing what he wanted. "That's it," when she slid her tongue against his. Not over excessively, just enough that was having him growling. Wanting more of her kisses.

His hands found their way around her, as if having a mind of their own. Still holding himself up to hover over her, to not crush her with his weight.

He broke the kiss with a gasp from her. Lowering his head towards her neck, kissing and licking up a strip up her thin neck. He felt her shiver under him, that was sending excited sparks through his body. He kissed her throat again, that was more of an open mouth kiss than he just done. That caused Carly to moan out. He repeated the motion, trying to get as many noises out of her.

But still being mindful of not being too loud. The apartment had pretty thick walls but some noises seeped through.

He kissed down her neck, reaching her collarbone, lacing it up. Whispering against her skin, "touch me. Don't be afraid to move. Or afraid of what you want to feel." That seemed to spear her on, giving her permission. Her hands unlatched from his bicep, moving over his skin, that has goosebumps following in their wake.

He continues his path downward, "there are points on the body," he said between kisses. He brought his hand up, cupping her breast. It fit perfectly in his palm. He messaged them, pulling back to give a little pinch. She squirmed uneasily, notating that she didn't care for it much. He flattened his palm again, gripping around and guiding his mouth to the peaked nipple. Sucking lightly, it hardens at the sensation. His tongue flicking out, he heard her breathing. Arching upwards. "Spence." And if that didn't nearly send him over the edge. He didn't know what else would. The fact that his name sounds like an angel floating down when escaped from those perfect lips.

His free hand, shaking out the little pinpricks that started, he ghosted his fingers over her skin. The backs of his knuckles brushing against the cushions of the sofa. He listens as he let his tongue lavash her nipple, before kissing his way to the other. His fingers, both hands feathering lightly down her skin. He could see the goosebumps forming. Seeing it as a good sign.

His hands glided over her hips. "Open your legs a bit more." He says. She done as he asked. Opening her legs wider for him to slot better in, but not enough to push him off the couch. He lowered himself to the ground, sliding her other leg off the couch for better access. "I'm going to kiss down your stomach," he kissed the center of her chest, between each breast. "Do you want me to continue?" His hands still feathers over her skin.

She seemed lost in the feeling when she lifted her head, nodding frantically. "Yes," exasperated, breathless.

He nibbled on the skin of her breast, causing a light chuckle from Carly. Kissing the skin that he just released, "do you want marks?" He asked. It was an honest question. And he could do it where no one would ever look.

Her head shot up, "marks?" She questioned, worry laced her eyes.

He nods, trying to reassure her. "Let me show you." He lowered his head, sucking a small bruise beside her nipple. When she sees, understanding washes over her.

"You mean a hickey!" She exclaimed, giggling when he reached a spot that was ticklish.

"Yeah, marking you." He smiled up to her.

"What is that supposed to mean that I'm yours?" She countered, a little sass in her response.

An eyebrow raised, "only if you want to be marked as mine." He still couldn't believe the words that were leaving his mouth.

She fidgeted again.

"Be honest Carly, that's the only way this will work." He lightly scolded. Not as a big brother but as an equal to a discussion.

He didn't know if she taken it that way but she responded with a little hesitation, "I do but… but I don't want anyone to see." She was nervous, he couldn't blame her. This was her first sexual encounter, of course she didn't know how this worked. "What if some sees it and questions?" She babbles.

He laid a reassuring hand on her stomach, rubbing little circles with his fingers. It was a little ticklish, he noticed by her reaction to try and get away. He increased the pressure, hoping that it would help with not being so sensitive. It seemed to work. She relaxed back.

"Just where I left that mark," he motioned towards her breast. "I can leave them in places where you can still see them but no one will ever see them." Not wanting to mention gym class. If she grown comfortable with changing in front of others yet.

"Show me." Echoing his words.

"Of course Carl's" he spoke her nickname so it wasn't as serious as the other times he's said her name. But giving a lightness to her decision.

He lowered his head down, blowing lightly over her skin. Still moving until he reached her hips, there was a dip that fit his thumbs in wonderfully. He kissed at the dip, bringing his teeth into nibble. Latching on as he sucked a bruise that was darker than the one on her breast.

Releasing as he watched her skin redden and darken. "See?" He said. She peered up on bended elbows. "Do you want a matching one?" He nodded towards her other hip. She only nodded. He taken it as confirmation.

He replicated the mark on the other side. It wasn't as dark as the first but had a bite mark that had Carly gasp out with the sharp pain. It wasn't in discomfort that was confirmed when he looked back up to her. A hungry look in her eyes.

The question hung in the air, the one that he didn't have to voice because they both knew what it was.

She spoke before he could voice it. "Kiss me." She says. He could still feel the tension in her body, that he knew was from nerves. "But can you use your fingers?" It sounded dirty. Dirtier than his thoughts had been when he was sucking that mark into her skin.

"Yes." It was one word, one answer. The only thing he could give as confirmation.

Spencer made his way back up her stomach, kissing and licking strips up her skin. Marking underneath her breast as his fingers danced across her skin.

One hand gripping her thigh, not hard enough to feel pain but tight enough to ground him in this. In this moment that they were sharing. The other siding over her hip. His palms glided over flesh and curved as his fingers followed. Building her up, needing her to feel the escalation of the feeling before he brought his fingers close to her.

When his lips brushed over hers, lightly pecking, a tease. Doing the same with her center. Brushing the pads softly over her lips. A sharp gasp causes a pause for Spencer. Hoping it wasn't him doing the wrong thing.

Her hands grip tightly to his biceps, his head hovering over hers. Wanting confirmation but knowing it won't come. Her not wanting to ruin this in any way, even by speaking.

He brushed the pads off his fingers again, just as lightly. Another gasp, there was no protest, nor stiffness in her body language. He pressed his middle fingers to her lips, sliding downwards until he reached her core. Circling before moving back up towards her clit.

Breathy moans, breaths blowing the hair by Spencer's ears. He couldn't help the groan that escaped his lips. She was wet, so much so.

"Carly." He groaned her name this time. Sliding his fingers through her folds, reaching her entrance. Barely applying any pressure before sliding his fingers through her folds again. Gliding over wetness and her sweet center that he knew for certain without even tasting would be the besting.

That thought stopped him. He could taste her.

He lifted, making eye contact as he brought his fingers up to his mouth. Sticking his tongue out before sucking his fingers into his mouth. Groaning at the explosion of flavor of her scent had him stiffen, his length harder than it had been night.

Carly's eyes grew, he slid his fingers from his mouth. Saliva coating his fingers. "The best part of fingering someone." His mouth was filthy, he couldn't help it. He had never been this turned on or foul with his mouth. Especially when it came to the girl that he was currently in the middle of spread legs for. He had always had a level of censoring when it came to talking to Carly or her friends. "Even better when my tongue slides in." His head dropped backwards as he imagined the feel of her pussy against his tongue.

"Does it feel that good?" She asked, more intrigued than anything.

He quirked an eyebrow, "do you want me to test it?" It was left unspoken of me sliding my tongue inside your tight pussy. He had been dirty enough, he didn't want to scare her, even more than he had.

"Just to try it."

He asked if she was sure again, still needing verbal confirmation.

"Yes, but then I want to kiss you." She demanded. Seeming to know what she wanted.

"Okay, I'm going to lick and suck a bit, then slide my tongue inside." The voice in his head told him that this wasn't any better than him fully taking her. And completely taking her virginity was something he couldn't think of tonight. He was happy enough to slide his fingers inside, and make her cum. He could always finish in the bathroom.

He waited for her confirmation then leaned back to where he had to bend in an awkward position to get the right angle.

When his tongue glided over her folds, her moans were loud. That he was afraid could be heard through the door. She clapped a hand over her mouth and motioned him to continue. Opening her legs more from the squeezing she done around his shoulders. And isn't that a thought, his mind couldn't help to supply. His tongue working while her thighs squeezed him within an inch of his life.

He broke that train of thought, sucking her clit. Her muffled moans spurred him on. Sucking more, before extending his tongue. His tongue moving through her folds, his finger was brought up, meeting his tongue in a rhythm that spoke of a dance of two lovers that had found their way to each other. That there was hardship that they had to work through, to escape the clutches of their sides. So they could be together.

He lowered further, sliding his tongue inside, breaching slowly. She was tight around his tongue, a suffocating heat that tastes otherworldly.

He couldn't get enough of it, only breaking away when he felt fingers in his hair. Pulling him upwards. He went with them, as they guided him towards her lips. They crash together, a kiss that was bruising that will leave her lips swollen afterwards. That Spencer couldn't care less of.

He breaks away quickly, with short protests. "Do you trust me?" He asks, breathlessly.

"Yes," there was no hesitation, no doubt in her words.

He brought his lips to hers in another bruising kiss. "I'm going to try something." He says, losing himself in the kiss. His hand came up to brush away the strands of escaped hair. "I won't slide inside."

She froze at that, at his words. More confusion than anything else.

"I want nothing more than to do that, but…" he made contact with her eyes, still seeing confusion. "I can't do that." There was a protest at the tip of her tongue but Spencer continued, "you can ride me." Petting her hair, her temple. "Just move your hips, but I'll do the work. Okay?" He said.

A little more hesitation, but she says "yes."

He waits a beat, giving an extra few seconds for her to change her mind.

She doesn't.

"You can wrap your legs around me if that's best for you." He watches her. "But if you let me, I can make it feel good." He says, she went with his suggestion. Trusting him to make her feel good. "Open your legs a bit more," she does, "good." He moves closer, guiding his cock up. Pulling her closer to the edge of the couch. He dropped himself over her. Meeting him, he couldn't help the thrust he does to make contact with her. His balls resting against her ass while his cock is standing tall and towards his belly.

He does as she asked before, lowering himself so he is resting on one arm - combing his fingers through the strains of hair at her hair line of her temple. He brought his mouth to hers, covering her lips with his own. Kissing her like she's the lifeline to this world of his.

His free hand glides up her thigh, reaching up to her cheek. He squeezes firmly. He pulls her close to him, so there's no space between them. She seems to know what he wants because she wraps the leg that he has hold of and hooks it on his hip.

He starts to move, gliding himself against her folds. He has to brace himself with the intense feeling of her core against his cock. The glide was wonderful that had the right amount of friction needed. He was already close, without much, he knew he was on the edge. But he held on, wanting to give her the best experience that she could ask for.

It was building, he could feel it in her body. It grew tighter as if she was a tight wounded rubber band. Ready to burst.

"Spen… Spenc… Spence!" Her head fell back, as a mixture of pleasure spread over her face. He watched her in amazement.

"Oh oh…" he pulled back only to be caught by her grip. He lowered himself, guiding his cock down. Away from Carly as he releases himself onto the floor. His pleasure crescendoed, hitting its peak before calming down to a dull buzz.

His head drops down to her chest, as he breathes through all the emotions that were currently wreaking havoc on his psyche.

Just then, everything crashed down on him. Everything they had just done, everything he wanted her to do. Everything that he still wanted to do to her.

He couldn't let this happen again. He wouldn't allow himself to do this again. No matter how much he wanted to cherish all of these first with her, he knew it was wrong. Wrong for them to do. Wrong for them to do again.

Fingers combing through his damp hair breaking him away from thoughts, he looked up to catch her gaze. It was sated and happy. Soft and sweet. Just like she was.