Fic: The One Where Ryan Ross Thinks He Knows Everything (always-a-girl!Spencer/Ryan/Brendon)

[ladyfoxxx]

Title: The One Where Ryan Ross Thinks He Knows Everything
Pairing(s): always-a-girl!Spencer/Ryan/Brendon
Rating: NC-17
Warnings: High school age drinking and sex, mild voyeurism and sort-of threesome.
Word count: 10 350 words
Originally posted here. Also on AO3
A/N: Written for takkatakkatakka in the bandomstuffsit exchange. Huge thanks to my amazing grammar betas romanticalgirl and mizubyte and massive hearts and flowers to aerynvala and psuedo_catalyst for reading this through from a Panic perspective and giving me essential feedback on characterisation when I was flipping out. ♥

Summary: "Ry, this isn't about you copping a cheap feel of my tits."

"No, apparently it's about you being too much of a coward to tell Brendon you're not interested." Ryan does air quotes around 'not interested', because he's an asshole who thinks he knows everything.

"I am so not interested." Spencer says, making sure she doesn't add any air quotes around 'not interested'. And then she wants to slap Ryan for even making her think about air quotes.


The One Where Ryan Ross Thinks He Knows Everything

"Oh my god, what is his problem?" Spencer groans, ducking under the stairs and sliding down to sit beside Ryan on the mess of old cardboard boxes they've laid out to keep their asses off the ground. One day the groundskeeper will find this hidey-hole and throw out all their layers of nest, but until then it's theirs. Tucked in behind the gym, hidden beneath some disused stairs, it's where they go to talk shit and hide from the other idiots at school.

"Should I even ask who you're you talking about?" Ryan doesn't inflect enough to actually make the sentence sound like a question, but Spencer knows it is.

She tugs her skirt down so she's not flashing. "Fucking Brendon fucking Urie." She says, her face twitching with annoyance. Him and his stupid questions and his stupid glasses and stupid, stupid face. "He's just so fucking annoying. He won't leave me alone."

"And it's never occurred to you that he might have a crush on you?" Ryan says, still not looking up from his book.

Wait - what?

"No he doesn't." Spencer blurts, her brow furrowing in confusion. "He totally doesn't, what are you talking about? You're high." Boys don't like Spencer. Boys go for girls like Audrey, the ones with long hair who wear intricately applied eyeliner and perfect little dresses. Not Spencer, whose prettiest clothes are mostly Ryan's cast-offs.

Ryan marks his place in the book with one long finger, looking up at Spencer through his tangled hair. "So you were just making up all that stuff about how he keeps tailing you to English after homeroom every day, because you need more things to complain about?"

"He doesn't."

"He doesn't keep talking to you?"

"No, I mean, he doesn't have a crush on me." Spencer explains reasonably, her voice coming out weirdly high-pitched.

"Whatever you say," Ryan sighs, "I dare you to sit in the cafeteria at lunch tomorrow instead of hiding out here. I bet he sits next to you."

"Ew."

"Right, because you're so disgusted." Ryan shakes his head.

"What's that supposed to mean?"

Ryan frowns and reopens his book. "It disturbs me that I'm more aware of your love interests than you are."

Spencer snatches the book away from him and Ryan grabs for it clumsily, but Spencer's faster. She holds it at arms length while Ryan glares at her. "You're going to lose my page." He complains. She just waves the book at him, leaving one fingertip between the pages, because he can be a real little bitch if he has to re-read.

"Explain, or you don't get it back." Spencer demands. Ryan makes another grab for the book, but he moves like a newborn foal and Spencer has actual hand-eye coordination from years of drumming. "C'mon."

"Fine." he sighs. "Since you're so out of touch with your inner woman, I'll tell you. You like Brendon."

"No I don't." Spencer counters, too fast. Because no, she doesn't.

"For someone without a crush you talk about him a lot."

"Because he's annoying."

"You've copied his class schedule onto the back of your diary."

"So I can avoid him!" Spencer sputters.

"And you have nicknames for his jeans," Ryan adds, way too smugly.

"Only the white ones. Because they are freakish." Those jeans would be freakish on anyone. Spencer shouldn't have to explain this. Ryan kind of sucks as a best friend.

"Whatever. I'm not the one staring at his ass," Ryan says, not backing her up at all.

Spencer really needs to find a new best friend. Someone with empathy. "You know you're kind of an asshole, right?

Ryan doesn’t even have the decency to look abashed; he just puts out his hand. "Give me back my book."

Spencer gives it back.

***

Spencer totally does not have a crush on Brendon. She really doesn't.

Of course, the problem is, now that Ryan's brought it up, Spencer can't stop thinking about it.

Which, of course, means she's thinking about it the next morning during homeroom, where the seating assignment has her sitting right behind Brendon; and of course today of all days he's wearing the fucking white jeans of doom. It's not her fault he has such a round ass, okay? An ass like that could be on anyone and still command her attention. Plus today he's wearing this really tight t-shirt that rides up at the back, and he has these dimples that sit just above his butt, which are kind of fascinating.

"Miss Smith? Earth to Miss Smith?"

Spencer shakes herself out of her reverie at the voice of her homeroom teacher, Mr. Collins. "Oh um, present." She mutters, casting her eyes downwards and trying to will away the vicious blush that she knows is crawling up her neck. It's too late though, Brendon's turned around and he'd have to be blind to not have noticed her staring.

Now he's just going to be more annoying.

He corners her on the way out of homeroom, as usual. Well corners, in that he walks along beside her when she's got a wall on the other side so there's nowhere she can go unless she stops walking and hopes he doesn't realise and keeps going, like they're in a lame slapstick comedy. That kind of stuff doesn't actually happen in real life though. There's a bounce in his step as he walks and he's smiling a lot. Like, a lot.

"Don't worry about Mr. Collins. He calls me out for being a space cadet all the time."

Spencer narrows her eyes at Brendon. "Are you calling me a space cadet?"

"No. No!" Brendon rushes to respond, "I just mean it's no big deal, you know?"

Spencer shrugs non-comittally, but that doesn't stop Brendon from talking.

"Hey, so are you going to Zack's party on the weekend? He's pretty connected with guys in bands and stuff, so I think it could be pretty cool, you know? I think it's out near the Valley which is kind of far, but probably not if you’re driving. Are you driving? Do you need a ride?"

God, so many questions. Spencer keeps her eyes averted as much as she can without actually placing her personal safety at risk, twirling the drawstring of her hoodie around her index finger. When he turns those big brown eyes of his on her, seemingly magnified through the bright red frames of his glasses, she just shrugs again.

"Hey, um," Brendon's voice is softer this time, and he sounds a lot more unsure, like someone's deflated the balloon that's usually inside his chest. He slows down his steps, catching Spencer's wrist with his hand. Spencer's first instinct is to pull away - violently, but his fingers are gentle and it feels like an overreaction. She gets stuck staring at where his fingers are on her skin for long moment. His hand is really warm.

"I was just thinking, you know," He starts, sounding even meeker, "I just, I guess I think you're pretty cool and I was just wondering if-"

Spencer's face floods with warmth and she just panics, not even sure what to say just that she needs to stop him from talking. "I have a boyfriend!" she blurts out, and when she can bring herself to look at Brendon, he just looks confused, his brow all crinkled and his eyes like a sad puppy's.

"Oh," he says, his voice even softer now, "I didn't think-"

"I have to go," she says quickly, pushing past him and rushing for her English class.

***

"You told him you have a boyfriend," Ryan says it with no inflection at all.

"Yes," Spencer struggles with the neckline of her shirt. It keeps flopping down off her shoulder - which it's designed to do - but it looks weird and messy on her, when on the girl in the catalogue it looks cool and stylish. She tries to reposition it and it just keeps sliding down too far.

"Why?" Ryan asks, peering over Spencer's bare shoulder to adjust his tie. Because of course he'd wear a tie to some random house party in the Valley that may or may not have musicians in attendance. Weirdo.

"Because, now he'll leave me alone, right?"

"And that's what you want. For him to leave you alone." It's amazing how Ryan can say one thing, and yet make it clear that the meaning is the exact opposite.

"Right." Spencer says, adjusting her top again and watching it fall all weird - again. She breathes out a frustrated breath, ready to just rip the whole thing off and wear a band t-shirt and be done with it. She's about to do just that when Ryan reaches up and adjusts it, somehow lining the hem so suddenly it's sitting just right. Spencer stares at his reflection in the mirror; he has some really freaky clothing mojo. He just gives her a crooked half smile.

"So who is this boyfriend of yours, then?"

"Um…"

See, that's the part that Spencer has put some genuine time and effort into figuring out. There's really only one person she can ask.

She turns around to Ryan and gives him her most brilliant smile.

***

"So are we going to have to make out?" Ryan asks, nearly tripping over the decorative pavings that lead up to the door of the very middle class house where the party is. Spencer reaches out a steadying hand and Ryan doesn't hit the decks. It's amazing he can find his way anywhere without breaking limbs when she's not around. There's already a bunch of kids littering the lawn, and Spencer catches a whiff of pot smoke as they walk past a group of them.

"I never said you'd have to make out with me."

"But I'm supposed to be your boyfriend. That's what boyfriends do. Also, I happen to be a really good kisser. Ask Keltie or Z."

"Ry, this isn't about you copping a cheap feel of my tits."

"No, apparently it's about you being too much of a coward to tell Brendon you're not interested." Ryan does air quotes around 'not interested', because he's an asshole who thinks he knows everything.

"I am so not interested." Spencer says, making sure she doesn't add any air quotes around 'not interested'. And then she wants to slap Ryan for even making her think about air quotes.

Ryan just hums and nods, but he doesn't manage to tilt his head fast enough to hide his knowing smirk behind his hair. They step across the threshold into the party, which is pretty much in full swing, because Ryan has this innate sense of knowing exactly when to show up at a party within a range of about ten minutes. It's a freaky superpower to have.

He scans the room and Spencer waits, because it's easier to just let Ryan decide which direction to head first. His other superpower is finding the right people to talk to: who has the pot and where the alcohol is. He nods towards the kitchen and Spencer heads in that direction. Ryan falls in beside her, and Spencer fights not to stiffen up when he sidles in close, looping one lanky arm behind her back and slipping his hand into the back pocket of her jeans like they're in a John Hughes movie.

"You don't have to do that." She hisses at him, but he just leans in, giving her a loose smile.

"C'mon, let's make this convincing." There's something intimate in the way says it, the closeness of their faces as he speaks. His eyes look really clear, and kind of pretty. He tilts his head the tiniest bit and Spencer glances in the direction of his subtle motion.

Brendon's across the room, peering through the crowd and Spencer knows the moment he sees them. She averts her eyes quickly, but not before she catches a glimpse of his crestfallen expression. Oh man, she is going to hell.

Luckily, they're two steps from the kitchen. Once they're in the door, Ryan does a quick sweep of the place, immediately finding the alcohol. He takes a knowing look at Spencer and pours two generous servings of vodka into plastic party cups. Spencer grabs one of them and drains it straight while Ryan's still searching for mixers. It burns all the way down. Ryan turns back with a bottle of coke in his hand to see Spencer pouring a fresh measure into her cup.

"So, its like that then, is it?"

Spencer nods and pushes her cup forward for some coke. Ryan glances at her before he pours, concern etched between his eyebrows.

"We don't have to do this, you know," he says, pushing her cup back towards her, now full. "You could just talk to him, or – you know - date him."

Spencer shakes her head and takes a gulp of her drink. It burns only slightly less than the straight vodka. "It's better this way. We just need to stick to our guns, okay?"

Ryan's expression screams disbelief, but he takes a drink from his own cup and shrugs. "Okay, but I expect to at least hit second base tonight."

Spencer's laugh startles herself. She elbows Ryan until he squeaks before they head back out, ready to face the party.

***

They cruise the party for a while, drinks in hand, talking to people they know. Ryan keeps touching her - nothing overt or gross - just a hand on her shoulder, or her waist, but always somewhere. It's actually kind of nice, if Spencer lets herself think about it. Which she isn't going to do, because Ryan is her best friend and she doesn't want shit to get weird.

She's starting to wonder if maybe Ryan wants shit to get weird. He seems to be enjoying this way too much. Actually, she probably shouldn't think about that either.

They end up sitting squished together down one end of the couch, listening to one of the seniors (Spencer thinks his name is Gabe) tell this really long and involved story to a mixed group of kids about how he managed to get backstage at some gig. Ryan reaches across Spencer and steals a sip of her drink. This in itself is no weird thing, Ryan decided long ago that any food or drink in Spencer's hand is his to feast from. The weird part comes afterward, when he leans his head close to Spencer's and kisses her, light and gentle, on the lips. Spencer's heart does something funny, but she doesn't pull away. She even kisses back, and it's nice. Ryan is kind of a good kisser.

She tries not to look too shell-shocked when he pulls back, and just blinks at him, whispering, "What was that for?"

"Just because." Ryan shrugs, but throws his eyes across the room and Spencer flicks hers in the same direction quick enough to recognise the shape of Brendon, but not long enough to see his expression, which is probably a good thing.

"Oh, okay." She gives Ryan a too-bright smile and he turns back to probably-Gabe's story, which apparently now involves a giant inflatable Elvis and Spencer is having trouble picking the threads back up. Ryan's hand is heavy on her knee through her jeans and she's warm all down her side where their bodies are pressed together. There's probably another inch or two of space on her other side that she could move into to get some room, but she doesn't bother.

***

It's only a matter of time before Spencer's luck runs out. In the case of this party it happens a little after midnight, in the kitchen, when Spencer's just finished mixing fresh drinks for herself and Ryan. She turns away from the kitchen bench with a full cup clasped in each hand, and nearly walks straight into Brendon.

"Hey," He says, scratching a hand through his hair and looking about as comfortable as if someone poured ants into his jeans. They aren't the white jeans of doom, luckily, they're a faded charcoal, but they're still pretty tight and distracting.

"Hey," Spencer answers, holding the cups awkwardly. Brendon doesn't say anything else, and they hover in the doorway for an excruciating moment. Spencer is peripherally aware that the music coming from the stereo in the living room changes from Interpol to Katy Perry, but she can't seem to turn that into a conversation topic.

"So, uh-" She starts to move, ready to make some kind of lame 'see you around' comment and slide past him, when he butts in,

"You don't have to do this, you know."

"Do what?" Spencer asks. Her fingers are starting to get cold from holding the drinks.

"The thing where you and Ryan pretend to be going out. It's okay, you don't have to. You can just tell me you're not interested. I'll back off." The way Brendon says it, he makes it sound really reasonable. Except it so isn't.

Spencer should be Oscar nominated for the performance she gives next. She starts with a look of shock and lets it melt slowly into confusion. "But we're not faking - I mean, we're-"

"Right, because you totally act like this together all the time." The sarcasm is there, but there's no real bite to it. He looks tired, which is strange because he's usually so bouncy.

Spencer shrugs, keeping her expression blank. "It's a new thing," she lies.

"A new thing that times perfectly with you needing to get rid of a freak. I'm a big boy, okay? I can take it. Am I really that scary?" He looks so brave and pained and god. Spencer is going to hell. Fiery, fiery hell.

"You're not a freak," she says dumbly, and that's all she's got.

Brendon sighs and shakes his head, muttering "Don't worry about it," as he brushes past her, heading upstairs. Spencer watches him go and she doesn't stare at his ass. Okay, she stares at his ass a little, but those jeans are fucking tight.

She carries the drinks very carefully across the room, sits down next to Ryan and hands him his. "We have to up our game," she tells him seriously.

If Brendon's not buying their act, there’s only one thing for it.

***

"I still don't get why we have to do this," Ryan complains as Spencer drags him upstairs, checking inside doorways as they pass them to try and spot Brendon.

"It makes perfect sense," she says, cracking open another door and peeking inside. No Brendon, just a couple who look they're going for it. She shuts the door quickly, trying to expel the images of the football captain's white, white ass from her brain. She drags Ryan further down the hallway, peering through doorways as they go, the sounds of the party getting more distant.

"It's simple," she explains, "Brendon's not buying it, and now he thinks I made it all up because I think he's some kind of scary freak."

"So he's totally right."

"I don't think he's a freak!" Spencer hisses. "At least, I don't want him to think that."

"If you're so worried about his state of mind, why don't you just date him?" Ryan challenges, not even bothering to hide the way his mouth quirks up at the side.

"No, look, you're not listening," Spencer explains, "The answer is easy, we just need to make out somewhere he can see us, and he'll think we're for real and then it wont be a rejection, it will be a I'm with someone else and he won't be all sad."

"This doesn't sound like a plan that is going to stand up in the cold light of sobriety," Ryan states flatly.

"It's an excellent plan, you're just not smart enough to see it's true brilliance."

"Or drunk enough," Ryan mutters. Spencer shushes him and peers inside the door to the master bedroom, just in time to see Brendon going inside to use the en suite bathroom. Of course, the bathroom downstairs ran out of paper hours ago, Zack did say something about there being another one upstairs. She pulls back whispering, "he's in there!" as she grabs Ryan's wrist and pulls him inside.

"I thought you said he was in here," Ryan whispers, looking around the empty room.

"He's in the bathroom," Spencer whispers back distractedly. She flips the lock on the door, her heart hammering in her ribcage as she tugs him close, positioning them so the shaft of light coming in from the window slants across their bodies, picking them out in the dim room.

"This is such a bad idea," Ryan says.

"What, you mean you're going to punk out now? How many of your bad ideas have I gone in on?"

"Fine, whatever, I'll co-operate, but I just want my objection to be clear and on the record."

Spencer hears the toilet flush, they don't have much time. "Your objection is duly noted," she says in a rush, wrapping her arms around Ryan's neck, "now make out with me."

Ryan hesitates a moment, and Spencer swears he's doing it just to annoy her. "Just remember this was your idea," he says, then leans in to kiss her before she can even voice a counter-argument.

She was right the first time, Ryan is a good kisser. At least, he is now. It's not like they've never done this before, it's just the last time they ever did was years ago, when Ryan wanted to know how the whole frenching thing worked. That experience was a little too wet and messy to be remembered as enjoyable. This one is much better. Ryan's lips are soft and he goes in gently, coaxing her lips apart with his tongue. One of his hands comes up to cup her chin, his thumb stroking softly down her cheek as he kisses her, his tongue finding hers. He tastes sweet, like cola with a bite of vodka after that and the way his lips move on hers just feels really… good.

He definitely has the hang of the whole frenching thing now, Spencer thinks distantly, slipping a hand up into his hair and holding him to it.

She's peripherally aware of the click as the bathroom door opens, but she forces herself not to react to it. She just concentrates on Ryan's mouth, the warm press of his hand on her cheek. It's surprisingly easy to lock everything else out of her head, especially when Ryan moves in closer, one hand settling warm on her hip as his chest presses against hers. It feels good. She hasn't made out with anyone in ages and the last guy was all tongue and rough hands, where Ryan in gentle and deliberate.

For a few long moments she doesn't have room to think about anything other than Ryan's mouth, hands, and the press of his body up against hers. Eventually though, she remembers they have an actual purpose. She listens for movement but Brendon isn't making a sound. She blinks her eyes open, catching a glimpse between fluttering lashes of something vaguely Brendon-shaped on the other side of the room. There's an open bookshelf that stands between the bedroom and the entrance to the en suite, and Brendon is hovering behind it, mostly hidden.

Spencer's kind of painted herself into a corner here. She hadn't factored into this plan the eventuality that Brendon wouldn't immediately react, that he wouldn't see what he needed to and just leave. That he'd just stand there and watch them like a creeper. Of course there's no other way out of the room except past her and Ryan, and Brendon doesn't seem to be going anywhere. Shit.

They need to up the ante. She hooks an arm around Ryan's back, pulling him in closer, until her breasts are pressed hard against his chest, and their legs are scissored. It presses his thigh between her legs and the pressure draws her attention to just how hot she is down there. Fuck, she's hot all over and her nipples are hard against her bra. She's not even faking it anymore. She wants to squirm against Ryan, rub up on him. She sucks in a nasal breath and kisses Ryan harder, her fingers tightening in his hair.

Somehow knowing Brendon can see them, that he's watching them, just makes it hotter. It shouldn't, it's weird and wrong, but the wrongness just turns every sensation up that much more. She breaks the kiss, just breathing for a moment, locking eyes with Ryan. His face is so close to hers she can barely focus on it, but fuck if he isn't right where she is. His mouth is all wet and loose, his eyes hazy and unfocused. There's a question in his expression - he wants to know why they've stopped. For a moment she's not sure, but when she gropes around in her head she remembers - there's a reason they're doing this. They need to convince Brendon they're for real, that they're not faking.

Spencer leans in, peppers small kisses up Ryan's jawline to his ear, biting gently at his earlobe. He makes a startled noise that ends in a moan, his grip tightening on her waist, fingers pinching a little. Fuck, he likes that. She bites again, a little harder, getting another whimper from him before whispering, "take my top off."

Ryan goes still. Spencer keeps tracing the shell of his ear with her tongue, waiting.

"You sure?" he whispers, so soft she barely catches it.

She nods against his ear, then eases back and starts kissing him again. He doesn't go for it right away, just keeps kissing her soft and deep, but when his hand slides up from Spencer's hip, fingers slipping under the hem of her shirt and tracing across her belly, she shivers. He breaks the kiss, leaning back to meet her eyes. His intense expression combined with a light tug at the hem of her shirt is as clear a query as his earlier whispered question. She nods again, the tiniest shift of her head. His disbelieving headshake is barely perceptible, and he catches his bottom lip between his teeth before he grips her shirt and pulls upwards.

Spencer grabs the neck of her shirt and pulls it the rest of the way over her head, dropping it on the floor. That leaves just her bra, which is white with a pattern of tiny red flowers. She wishes it were a sexier bra, something black with lace. Ryan's looking anyway, and while she doesn't dare look over at Brendon she knows he is too. Her skin's tingling with the weight of their combined stares, and it sends a thrill of arousal right down to her pussy. She can't help shifting her hips, tensing her thighs where she's pressed against Ryan. He lets out a hiss of breath at the contact, his eyes going hazy for a moment.

His fingers trace down from her shoulder, following the line of her bra strap. His touch is light, but it zings across her skin anyway. He doesn't stop when he reaches the cup of her bra, letting his thumb stroke over the soft curves of her breasts where her skin meets fabric.

He's going so slow, barely any weight to his touches, but it's magnified by a thousand. His breath is as shaky and uneven as hers as he closes his hand around her left breast, his palm cupping underneath, his thumb sliding softly over the creamy skin exposed above her bra cup. She can feel the warmth of his palm through the lightly padded cotton. He can probably feel the hard nub of her nipple through the fabric, a dead giveaway to how turned on she is, if there's any way he hasn't already noticed. His thumb slips lower, curling down underneath the material of her bra, and she hisses in a breath when his thumbnail grazes her nipple.

Ryan's hand stills and he looks up, his expression unsure, like he's waiting for her to give him a cue to stop. She doesn't. She swipes her bottom lip with her tongue, arching her back a little so she's pressing into his touch.

"Fuck, Spence." He mutters, dipping his head, pressing his lips to her neck, tracing downwards. Spencer sinks both hands into his hair, at first following his movements, and then guiding them as his lips trace down her collarbone, over her skin towards where his hand is. She arches more, pushing up towards his mouth, encouraging him to go lower. She lets her eyelids flutter, glancing over Ryan's head towards where she last saw Brendon. He's still there, she can pick out the white of his eyes and the lighter coloured parts of the design on his shirt in the dim light.

There's not enough light to be able to tell for sure, but she knows he's looking back at her. She sucks in a breath, letting her eyelids slide shut, certain that the warm tingle on her skin is because of him. Ryan's mouth is getting closer to his hand, his lips grazing the soft crest of her breast where it peeks out above her bra cup. Spencer makes a throaty, frustrated noise when he doesn't go any further and reaches down herself, tugging the material away to uncover her breast. She feels more than hears the rush of breath from Ryan's lips in reaction. She holds her breath, suddenly scared she's pushed it too far, that Ryan's going to balk, to stop.

He doesn't. At first all she can feel are his warm panting breaths against her bare skin. She leans the tiniest bit forward, then Ryan's lips meet her skin, lock around her nipple and she can't help the loud moan she emits at the contact. Ryan's mouth is a hot point of contact, sucking lightly and god, it's good. She groans and rocks forwards, pushing herself against him where their legs are scissored. Ryan makes a high pitched, desperate noise, grinding back against her, sucking harder and god, it's like his lips are on her clit that's how good it is.

She hisses out a loud noise, tossing her head and she doesn't - totally doesn't - mean to look up at that moment. But she does, locking eyes with Brendon and fuck, there's no way they can pretend they're not looking at each other right now. She fists a hand in Ryan's hair, pressing into him, feeling almost like she's showing off somehow. She doesn't take her eyes off Brendon, letting them slide down his body - what she can see of it anyway. His arm crosses his torso in a way that looks like he could absolutely have his hand on his dick. Right now, with Ryan's lips on her breast and the hot melt between her legs, she wants him to. She wants him to be getting off on this.

She drops her other bra strap off her shoulder, tugging it downward. Ryan's hand slides up to cup her other breast immediately, thumbing her nipple and fuck, Spencer likes that. She arches her back, turning her body slightly towards Brendon, but when she focuses on him again he's moving, he's leaving.

That was the plan. That's what was supposed to happen and yet, the moment he's within reach she grabs for his hand, sliding out of Ryan's embrace and trailing behind Brendon. "Where are you going?"

"I can't do this." Brendon tells the door; he's not turning around. "You made your point, okay?" He pulls his hand free and goes for the door handle.

Spencer grabs his arm again, tugging until he turns. She hasn't forgotten that she's pretty much topless and Brendon hasn't either. He's got his eyes closed, like some kind of Victorian gentleman who's afraid of seeing skin. Spencer has no idea what she's doing, but she goes with it, the buzz of alcohol helping her along as she grabs Brendon by the neck and kisses him. It's awkward at first, he doesn't see her coming so their noses bump and he makes a startled noise into her lips. It only takes a moment for him to change gears, his hands settling warm on her shoulders, kissing her back.

He kisses differently to Ryan, but it's still good. His lips are soft, and he's almost hesitant in the way he moves his mouth. Spencer hasn't forgotten about Ryan. She gropes behind her, not breaking the kiss, until she finds his arm. She slides her fingers down to lock around his wrist and squeezes, holding him there.

She knows what she wants now. She's not sure if wanting it makes her a freak, or a slut, but she knows Ryan wont judge her and she can always go back to pretending she doesn't care what Brendon thinks if it all goes south.

She reaches up with her free hand, grabbing one of Brendon's and pulling it down from her shoulder to cover her breast. Her nipple is still wet and hard from Ryan's mouth as it presses into Brendon's palm. He makes a weak noise into her mouth and breaks the kiss but he doesn't move his hand. He blinks at her, dazed, and she lets go of Ryan to take Brendon's other hand and move it to her breast, so he's got one hand on each.

"Shit," Brendon breathes, looking pained, but he touches her, weighs her in his hands, his fingers warm and dry across her skin.

"Um, I should-" Ryan says, and Spencer knows before he says it that he's going to leave now if she doesn't stop him.

"Stay. Please," she says, her voice sounds like it's coming from outside her body. Her eyes fall shut and an embarrassed flush chases up her face. She doesn't realise she's holding her breath until it rushes out the moment Ryan's lips touch the back of her neck. His hands settle on lightly on her waist and his mouth slides down the slope of her shoulder. When he stops moving, she opens her eyes and finds she's looking at Brendon but Brendon's not looking at her; his eyes are fixed over her shoulder, on Ryan. She can't read his expression, but whatever passes between them, Brendon stays. They both stay. Brendon's lips find hers again while Ryan's chase over her shoulders, his hand slipping down to cup her ass through her jeans.

Spencer makes a small noise into Brendon's mouth and he swallows it. She shifts, not sure if she wants to push forward into Brendon, or back into Ryan. The decision is made for her when Brendon breaks the kiss and turns her around. Ryan starts kissing her again and fuck, it's good. He's figured out what she likes now and he gives it to her with light nips and wet licks. For a moment she can't see Brendon or feel where he is. She starts to panic that he's going to leave, but then his hands are on her breasts again, his arms wrapped around her from behind. She sighs into Ryan's kiss, reveling in the tangle of limbs, Ryan and Brendon's hands all over her.

No one says anything. Spencer can feel the silence - except it isn't silence, there's still the slide of fabric on skin and the wet noises of them kissing - it shines like a fragile thing. Like if they say anything they'll have to stop. Spencer just sinks into it, moving from mouth to mouth, touching them both, whoever her hand is closest to.

Soon, she's too warm and heady to stay upright. She pushes Ryan toward the bed - this ugly four-poster thing in the corner of the room - and Ryan goes, nearly tripping over his own feet. He sinks onto the bed, looking lost and a little dazed. Brendon's hand is still on Spencer's back, warm but hesitant. Her bra is on the floor, and she's the only one partially undressed.

Now that they've stopped, she doesn't know what to do or say, so she says the first thing she can think of. "You should take off your shirt."

"Who are you talking to?" Ryan asks, one eyebrow raised behind the fall of his hair.

"Both of you." Spencer says, trying to sound more confident about it than she is. It works somehow, Ryan pulls off his shirt, and so does Brendon. It's not like she's never seen Ryan shirtless before, they've been in and out of each other's pockets for years. It's different seeing it this way, though. Seeing all his skin, stretched over his ribs all thin and awkward but somehow graceful - as something to touch, something to taste.

Brendon's paler and less skinny than Ryan, but still lean. He's less awkward about being shirtless than Ryan, but that's not saying much. She takes his hand and tugs him toward the bed, still not sure what she's doing, but not ready to admit it. She crawls up onto the bed and Brendon pauses to take off his shoes. Ryan takes the opportunity lay down beside her and kiss her again.

"What are we doing?" he whispers between kisses.

"I don't know," she shakes her head, like she can shake an answer loose from her brain. "I don't want to stop, though."

"Me either," Ryan admits, with this tiny smile that twists something in her stomach. She reaches down, pressing her palm over his dick through his jeans before she can talk herself out of it. He's so hard. He writhes a little, pushing into the touch, his face flooding red.

"Fuck, Ry," she murmurs, then the bed shifts as Brendon crawls up behind her.

"Um," he says. He's kneeling, looking unsure, hands clasping and unclasping in front of his waist.

"Come here," Spencer tells him and pulls him down by the shoulder. He flops gracelessly beside her and she kisses him, leaving her other hand on Ryan, shaping him through his jeans. His moans are warm on her skin then he's kissing down her torso, tonguing her breasts, sliding lower until she can't reach him anymore.

"Spence." Ryan's voice is low and serious. Spencer stops kissing Brendon and glances down. He's slid down between her legs, and his hands are heavy on the buckle of her belt. "Can I?" he asks, and Spencer's pussy clenches and floods. Her vocal chords are frozen, so she just nods, trying to look more confident than she is, as Ryan undoes her belt and starts unbuttoning her jeans. She distracts herself with Brendon's mouth, and he's happy enough to let her.

She has to stop kissing Brendon when Ryan gets her pants undone. The cool air is invasive on her skin and she feels so exposed. She looks down at Ryan, curled between her knees, and he looks back at her. His fingers dance along the skin of her belly, just above the waistband of her underwear. Her pink, cotton underwear that she would never have worn if she'd known what was going to happen tonight, but it's too late to change now. Ryan tucks the tip of one finger under the waistband of her jeans, but he doesn't pull them down, not yet.

Spencer's breath stutters, but she nods and lifts her hips up so she can struggle her jeans down and off. She immediately tucks her face into Brendon's neck, her skin burning with a flush of embarrassment. She feels so naked now; she still can't believe she's doing this, that they're doing this. She holds onto Brendon's shoulders as Ryan slides down her underwear on one side, exposing her hip and the soft flesh above it. He follows his hand with his mouth, brushing his lips lightly over the skin of her hip, his fingers trailing along her waistband to her other hip. She can feel Brendon's sharp intake of breath as Ryan pulls the other side of her underwear down, so the waistband sits low on her hips, probably just barely exposing the top of her pubic hair. Ryan's warm breath ghosts over the freshly exposed skin. She still can't look, even though she's knows she's okay: it's Ryan. She can trust Ryan.

Brendon's fingers slide down her torso to rest heavy on her belly, just above where Ryan's touching her, his hand rising and falling with every breath Spencer takes. Ryan's mouth skates along her skin, tracing the line above the waistband of her panties. The contact is only light, but it sends zings of sensation straight to her pussy. Fuck, her underwear is going to be soaked if Ryan ever gets around to touching it.

"Hey," Ryan says gently, and Spencer forces herself to look at him. He's got two fingers curled into the waistband of her underwear and his expression reads clearly can I do this? Spencer knows her face is flushed, that she's sweating, that's she's breathing too hard. Her nod is a little stilted but it's sure, and it makes Ryan's mouth pull up at the side in a small smile as he tugs her underwear down.

Fuck, Spencer's so turned on she can smell herself when Ryan exposes her, peeling her panties down to mid-thigh, the material stretched between her legs and darker in colour where it's soaked with her wetness.

"Fuck, you're so wet," Ryan whispers, sounding awed.

Spencer tries not to pass out from blushing too hard, she's not used to anyone looking at her down there. "What'd you expect?" she says, trying to sound sarcastic, but her voice comes out too breathy to really pull it off.

Ryan just shrugs, which is pretty much his usual response to anything he can't answer, and Spencer would roll her eyes if she had any control over her facial expression. She switches her focus to Brendon, who's watching her, sucking on his lower lip. He brushes her hair out of her eyes with gentle fingers, and Spencer has to concentrate so hard on not moving, just remembering to breathe. Ryan fingers trail down her belly and dip between her legs, the lightest swipe over her clit and her whole body jolts. She grabs Brendon by the neck and kisses him, hard, just needing to do something. Brendon kisses her back, sucking on her tongue, nipping at her lips. Spencer throws herself into it. It's all she can do not to leap off the sheets when Ryan slicks his fingers in her wetness and stokes gently over her clit, until her stomach is trembling under Brendon's hand.

She has to break the kiss, panting, when Ryan starts to put some real pressure behind his motions. She's barely aware of how her hips are rolling, pushing up off the bed into his hand. "Fuck. Fuck," she swears. Her fingers curl, biting into Brendon's arm and the sheets. Ryan watches her through the fall of messy curls across his forehead, his mouth hanging slightly open. He rocks his hand against her, his strokes hit-and-miss over her clit. It's like a tease, and she can't figure out if he's doing it on purpose or not. Either way, when he finds his mark the next time her own moan startles her - too loud, too needy.

It's so intense like this - her legs spread on the bed, two sets of hands and eyes on her, cataloguing every move and sound she makes. She hyper-aware of herself and her body - the shine of sweat on her skin, the awkward sprawl of her bare legs, that she's all but naked and both Brendon and Ryan are still wearing their jeans. Ryan finds her clit again and she loses that thought completely, choking out a noise, her head dropping and her hips lifting. She needs more contact, more pressure, more of something. If she were alone, doing this herself, she'd have fingers inside her by now, sliding in and out, a thumb on her clit.

"Ry," she whispers. Her face is so hot, the heat is crawling down over her chest, prickling over her skin. "Ry, can you-"

Ryan stops, looks up and his fingers go still, resting heavy over her, slick and warm with her wetness. His expression is a careful query.

Fuck, she can't even say it. She can't even form the words in her head, let alone with her mouth. She can feel Brendon's eyes on her too, and it's all so fucking much. She reaches down, her fingers sliding against Ryan's as she presses his index and middle finger together, turning his hand and lining his fingers up to push inside her. Ryan's eyes go wide, but he doesn't fight her guidance. It doesn't take much encouragement before she can feel the hesitant press of his fingers at her entrance.

"Yeah?" he asks, his eyes a little wide, his mouth slack.

"Yeah." She sighs, pushing down against him just a little, just enough to show she wants it, wants more. She can't even bring herself to turn her face towards Brendon. God, she's a mess. Her skin's all blotchy with heat, her soft stomach on display and fuck, she can't, she can't.

Ryan pushes his fingers in a little further, and there's no resistance at all - just slide. "Oh fuck," he breathes, his voice almost reverent "oh fuck, Spencer you're so wet. So hot."

Spencer can't help it, she keens and pushes against his hand. Her mouth falls open, her head drops back and she just writhes down on him. "Fuck, that's it," she whispers, and Ryan curls his fingers inside her, spiking pleasure right up her spine. She whimpers too loudly, nearly choking on her own indrawn breath. When she flutters her eyes open Brendon's just watching her, looking shell-shocked, his cheeks flushed and sweat beaded on his upper lip. "Just touch me," she tells him, her voice edged with frustration. She grabs his hands, pushing one up to her breast and the other down between her legs, guiding his thumb to her clit. She can't even be embarrassed right now, she's all need and want, and she needs them - both of them - to take her apart.

Somewhere through the haze, she's aware of Brendon and Ryan exchanging words - stilted, "No wait-" "I can-" "You go here, I'll just-"

She doesn't pay attention to the negotiation, but somehow it ends with Ryan's fingers still inside her, and Brendon's on her clit, rolling in slow circles, just out of time with the movement of Ryan's hand.

At first it's overwhelming, so many hands on her, touching her everywhere, but they fall more out of time and it's just - god, it's so close, so close it's frustrating, because they're only just wrong. She rocks down against them, her hips moving in counter motion to Ryan's hand and Brendon's fingers, her movements sharp and rhythmic. She doesn't even realise at first that she's tapping a beat out on her thigh until they fall in with it, and then. Oh god. Oh god.

"That's it. Fuck," she swears, turning her head to devour Brendon's mouth, rocking down against their hands as pleasure spikes through her. She moans against Brendon's lips as it starts to crest, pulsing low in her belly, tightening and building. So close. God, they just need to… just keep going. She whimpers into Brendon's mouth, her hand dropping to cover his as she rocks down against them, fucking herself on Ryan's fingers, shoving up against Brendon's. She breaks the kiss with a gasp, her heart beating fit to burst, feeling her cunt pulse and tighten, pulse and tighten.

It's there, a breath away, she's just got to shake it out. Brendon drops his head, sucking at her nipple hard, his teeth grazing a little. Ryan grips her ass with the hand that's not buried inside her, his expression fierce concentration edged in awe. "C'mon Spence," he whispers, gentle but insistent. "I can feel- god. You're so close, it's like-"

"Yes-" she interrupts, panting, "just-" but she hasn't got the words. She can only whimper and press harder down on Brendon's hand, put more pressure behind his strokes over her clit and fuck - nearly. She moans, bucking against Ryan's hand, his eyes not moving from hers. He twists his fingers inside her, Brendon rolls his thumb on her clit and that's fucking it. She jackknifes upright as her pussy spasms, clenching around Ryan's fingers as she keens out a high-pitched noise, every cell in her body pulsing with it. Brendon doesn't stop stroking her clit, even as she writhes mindlessly, riding out more pulsing waves until she's not sure if she can keep breathing.

She gets flashes of Ryan's stunned expression as her eyelids flutter and she grasps mindlessly at Brendon's shoulder, at Ryan's hair, at anything she can reach. She takes it for as long as she can, until her body is singing, until she's giddy and high, before holding Brendon's hand still and grabbing Ryan by the wrist. "Enough," she pants, "I can't. I, I can't." She's so sensitive now it's almost painful. Fuck, she can barely draw breath. "You guys, I just. I can't," she breathes, collapsing back on the bed, blood still racing, her pussy still pulsing weakly.

She's still riding out the after shocks, breathing hard, when Brendon starts to apologise. "I'm sorry, I'm sorry," he mutters, and Spencer doesn't know what for until she opens her eyes to see him struggle with his belt and pants. "I just- you're so- I just have to-"

The thing is, Spencer doesn't mind at all. She's all blissed and fucked out and it wouldn't be fair if she were the only one to get to come. When he gets his jeans opens he grabs his dick and Spencer doesn't even try to hide her stare. He's not huge, but his dick is hard and shiny with moisture, like he's been creaming his pants this whole time.

"It's okay," she says, watching Brendon fist his cock with sharp manic motions. She reaches up to touch before she can stop herself and Brendon sucks in a sharp breath when her fingertips slide over the head of his dick. His eyes spring open and he stares at her, face flushed, hair sweaty, a total mess. Spencer licks her lips. Brendon groans and keeps jerking himself off, not taking his eyes off her.

She reaches down, grabs Ryan by the arm and pulls until he slides up to lay beside her. His breathing is as frantic as her own and she can feel he's hard where their bodies are pressed together.

"Are you gonna?" she asks, pressing on him through his jeans. He's hard and warm, jerking under her hand.

"You don't mind?" he asks, a little breathless. His eyes are large and dark with want.

"I think we're past that, Ry," she says, and squeezes him through his pants. He lets out a long breath and then kisses her again, clumsily, struggling with his pants at the same time.

Spencer's seen Ryan's dick before, but only ever in glimpses and never really on purpose. This is the first time she's seen him hard, and when he fits his hand around his length and strokes, the head of his dick brushes damply against her thigh. It's hot. Also, Spencer's not sure if it's just because Ryan is a skinny fuck and it's a proportional thing or what, but his dick looks kind of huge.

"Jesus," she breathes, which makes Ryan look up, his bottom lip caught between his teeth, and his expression is so intense it twists her stomach up. She closes her eyes for a second and just listens, to three sets of laboured breathing, to the slide of skin on skin. It's just so… decadent somehow. She can't get her head around it. That this is actually happening.

She opens her eyes, sucks in a breath, and reaches for them both. She tangles her fingers with Brendon's around his dick, letting his hand dictate the pace, but getting her fingers between his so she can feel him, touch him. He's pretty gone, his eyes hazy, but his mouth pulls up in a grateful, if dazed, smile. He's going to come soon, fuck, she can feel it in the way his dick pulses and shifts under her fingers.

When she reaches for Ryan with her other hand, he takes it, wrapping her fingers around his dick and his own over the top. It's good - she's not left-handed - so Ryan's guidance keeps her steady and on track. His dick is warm, skin smooth and slick with precome and she's jerking him off - she's jerking Ryan off - and it should be so much weirder than it is. She's jerking them both off, in tandem, and they're totally out of rhythm with each other but she doesn't even care.

Brendon's the first to go, which isn't surprising, from what she can see he's been on a knife-edge for a while. He swears, writhing on the bed, "Fuck, I'm gonna- I'm gonna-" he starts to shift away, but she lets go of his dick to grab him by the hip and pull him close. She covers his fingers with hers again, feeling him tighten his grip.

"Come on," she says, voice low and wrecked, "Don't come on the bed, come on me." It's like a line out of a porno, and she'd be blushing if she weren’t so turned on. It works though, Brendon doesn't try to move away again. He kisses her, messy, and their teeth bump and then he groans, pressing his face into her shoulder as he gasps and bucks into his hand. She feels the pulse under her fingers as he comes, shooting wet and hot over her belly, trembling against her and panting hard.

He's so vulnerable in that moment it's almost beautiful. She can't stop staring at him, his eyes squeezed shut, his whole body limp against hers.

She glances at Ryan and finds he's staring too, looking a little shell-shocked. His hand's gone still over hers, so distracted he's not even jerking off anymore. He meets her eyes, and there's something in there - some kind of shocked realisation that she can only read because she's known him forever. Before he can go to a weird place with it, she starts to move her hand on his dick again, pulling him back into it. He bites down on his lip again and joins in, faster this time, his eyes dancing over both Spencer and Brendon as he brings himself off.

Spencer gets stuck staring at his dick, sliding between their joined fingers, and fuck, she wants to make him come. She adds little squeezes to her hand movements and it makes Ryan shudder. She tilts her head, finding his ear and biting down like she did before, making him keen and swear. "Spence, fuck, Spence-." He says it urgently, and yeah, that's what she wants. She bites down again and he makes a strangled, undignified noise and thrusts against her, their hands and his dick rubbing all over her belly, sliding through Brendon's come.

Ryan pants desperately, his body bucking and bowing and when he comes Spencer is so fucking pleased with herself she can't help grinning. His dick pulses under their joined hands and he spurts onto her belly, mixing with Brendon's mess. He goes limp and slumps against her, panting hot breaths into her shoulder, still shaking. Spencer watches Ryan for a moment with more than a little fondness, before turning to glance at Brendon who's watching Ryan too. When she catches him doing it, he averts his eyes. She leans closer and covers his mouth in a gentle kiss. Because it's okay. Everything's okay. When she thinks she's managed to push that sentiment into his lips she drops back onto the pillows, letting the air rush out of her lungs.

Everyone on the bed is short of breath, and the scent of sex of heavy in the air. Spencer's loose limbed and sticky-hot everywhere her skin touches skin. She's fucking disgusting, sweaty and covered in come and she doesn't even care. It's like she's in someone else's life, or a porno more likely. This kind of shit just doesn't happen to her.

They lie in relative silence for a while, the guys either too fucked-out or too embarrassed to say anything. When the sweat begins to cool on Spencer's skin she has to admit she's starting to gross herself out. "I should go and clean up," she says, wrinkling her nose at her own state. She doesn't move though. Ryan mumbles something into her shoulder. It's not actual words, more a noise of relaxed complaint and he tightens his hand on her waist, wriggling closer. So apparently Ryan has attacks of post-coital cuddliness. That's a piece of information she would never have expected to learn about him two hours ago. At least, not first hand.

Brendon's the first one to move in the end. He makes an uncertain noise and sits up, "I should, um..."

Spencer catches his arm, suddenly certain that if she lets him get up now he's going to go, and things between them will get all weird. She doesn't want it to be weird. At least, not weird in the way where Brendon leaves.

He stops moving at her touch, and she leans up to brush a brief kiss across his lips. "Don't go anywhere," she says, waiting for his brief nod in reply before easing herself upwards and sliding off the bed. She pulls up her panties and snags her shirt on the way to the bathroom. The light hurts her eyes and she cleans up quickly. Her panties are still soaked but there's nothing she can do about that. She pulls her shirt on and meets her eyes in the mirror. She looks different somehow, and it's not just her mussed hair and kiss-swollen lips. Some kind of just-got-laid glow. She likes it.

When she comes back out of the bathroom, she lets out a relieved breath. Both Brendon and Ryan are still there, dressed now. They're even talking, though Ryan's tone sounds a little annoyed. She feels kind of naked, bra-less and barelegged but she forces herself to step out from behind the open bookshelf.

"No, just because an album is more mature doesn't mean it's shit," Ryan's saying, and okay, if Ryan sounds annoyed because they're talking about music that's better than him being annoyed for Spencer-related reasons. She crosses the room to pick her jeans up off the floor, aware of their eyes on her even as they keep talking.

"Is mature really the right word? I just find Heathen kind of boring. It's no Ziggy Stardust," Brendon says reasonably.

Ryan makes a disapproving noise, but his tone doesn't hold any real ire that Spencer can detect. "So he should just keep making the same album over and over?"

"I didn't say that," Brendon replies. Spencer smiles a little to herself as she pulls her jeans back on, listening to his argument. "He's proven he can do other styles without it being dull - look at Outside, and Earthling. Heathen just isn't that interesting." Brendon's diatribe halts a little when Spencer pulls her shirt up to put her bra back on, but he manages to finish his sentence. Spencer straightens her shirt again and sits down between them on the end of the bed.

"Heathen's good studying music," she adds, "It's good for background."

"Because it's boring," Brendon says, at the same time Ryan says something about it being "laid back" and "grown up."

"You guys might have to agree to disagree on this one," Spencer sums up, catching Ryan's eye and giving him a small smile. The one he gives her back is pretty much a seal of approval.

They all go back out into the party together.

***

At lunchtime on Monday, Spencer heads out to their hidey-hole as usual. What's unusual is when she gets there she finds it's not just Ryan and a book, or Ryan and his phone. It's Ryan and Brendon sitting together on the dirty cardboard, Brendon talking spiritedly about something to do with dragons. Ryan even looks like he's listening to some of it.

Spencer hesitates for a moment with one hand on the stairs. She's stupidly shy all of a sudden and she wishes she'd known Ryan was going to tell Brendon about this place. She flicks him a what the fuck look, which he counters with a subtle eye roll. Fuck Ryan. He thinks he knows so much.

Brendon glances up to see her and smiles, wide and bright. "Hey."

"Hey," she says, and sits next to him. Brendon starts back in about the dragons, filling in what Spencer must have missed. She's only half listening because two sentences in he covers her hand with his, scissoring their fingers and squeezing. She squeezes back.

She glances up just in time to catch Ryan's smug smile. She rolls her eyes, but that doesn’t mean she doesn’t smile too.


end