A/N: So this only took me over a year to update again, I apologize. I come bearing a smutty gift for you all and if you don't like smut, I really suggest you don't read this next chapter. There really isn't much else but sex.

Thank you to everyone who's been on my case about this! I didn't think it was that popular until I started receiving threatening emails about updating this. Now, next up I should be working on Points. Can't promise much on that one but for now, please enjoy this!

Disclaimer: I don't own anything.

Enjoy!

-Chapter Thirteen- (Rated NC17 [M])

Ashley peered over the room through the unlit window at her destination point. She was having a hard time trying to see anything when the blonde cheerleader was attacking her neck seductively.

"Hurry up Ash," Spencer groaned in the brunette's ear, moaning softly at the feel of soft skin beneath her lips.

"Oh God." Ashley trembled slightly and finally pushed the door open. She grabbed Spencer's hand before she flicked on the lights. "No, don't," she shut the door and pressed a very flushed and aroused cheerleader against the door, "if the lights are on, someone will come looking."

"That'd be bad," Spencer panted as the basketball star started to kiss down her jaw and settling on her neck. "Ash," she breathed heavily, her fingers curled into brown locks.

"Fuck Spencer," Ashley whispered harshly, "I want you so fucking bad."

Spencer managed to peel herself off the door and Ashley stumbled backwards, further into the empty room. The blonde's eyes adjusted to the darkened room and grinned, making out the weight bench and other exercise equipment. "I really like this room," she whispered huskily. Her fingers slipped under Ashley's shirt, her nails dragging against warm sides, "I really like watching you in this room."

Ashley groaned and grabbed a hold of golden locks, yanking Spencer towards her as they fell into a heavy round of passionate kisses.

Ashley felt her knees hit the back of a weight bench and sat down. Her ass barely touched the surface before Spencer was tugging her cheerleading shirt over her head and straddling her. "Fuck me, Spencer. You are so fucking sexy." Her black eyes took in the heaving chest in front of her.

Spencer bit her lip as fingertips danced along her sensitive skin of her chest before they dropped down to cup her breasts, lips on hers again. She moaned into Ashley's mouth while her hips started to grind into her gently, subtly.

Ashley pulled back quickly to devastate herself of her own shirt, throwing it somewhere in the workout room. Lips were back on each other's hard and bruising.

The flimsy fabric of Spencer's bra was becoming a big nuisance. Ashley's hot mouth trailed kisses down the skin of the blonde's neck while her fingers expertly unsnapped the material, flinging the bra aside. She moaned when Spencer tugged her face back up to her where they shared another passionate kiss.

"Touch me, Ashley." The cheerleader groaned, her hips moving on their own accord. She tossed her head back when lips wrapped around her nipple, sucking and teasing them both to hard pebbled peaks. Never in her life had she ever felt anything so erotic and hot. It was making her spankies soaked and she had to remedy that problem.

Ashley whimpered at the loss of contact when she felt the other girl get up and through the haziness of the dark she could make out Spencer's perfect body form. She watched in a dazed trance as the blonde hooked her thumbs into the waistband of her green spankies and tugged them down her long gorgeous legs. "Oh thank you sweet Jesus," the brunette mumbled when the offending material was tossed to the side and the head cheerleader was back to straddling the basketball star.

Spencer leaned forward and pressed her lips to the girl's ear, slowly taking the lobe into her mouth and sucking gently. She released a light moan before whispering huskily, "fuck me."

Ashley's whole body twitched and her body temperature just increased a lot more. "Are you sure?" Her hazy brain was catching a moment of clarity and she wanted to make sure that Spencer was okay with what was bound to happen.

"You know you want too." Spencer replied, dipping her head back to look at Ashley. "I know I want you too."

During her moment of clarity, Ashley briefly thought about what was about to happen. She realized what was about to happen with her best friend's girlfriend. If it weren't for the fact that Spencer's hips were gently grinding down onto her lap and hands weren't weaving through her thick hair, she would've probably put a stop to it all. The heat radiating from her former nemesis was more enthralling than she could ever imagine.

Tanned hands skimmed Spencer's bare legs as lips worked hard on her neck. She was trying to remind herself that leaving any marks on the tender skin would have them in deep trouble, so she stuck to kissing and the occasional small bite here and there. Ashley groaned when her fingertips reached the tops of Spencer's thighs.

"Yes." Spencer breathlessly whimpered. Her own hands were mapping out the brunette's back, trailing her fingertips across the smooth muscled skin. She bit her lip when flashes of Ashley working out raced through her mind and a new round of a heated wave hit her like a ton of bricks. The clasp of Ashley's black bra was undone and both girls were now topless.

Heaving chests pressed together tightly when Ashley captured Spencer's lips once more. Her hands slid under the skirt higher and moaned loud into the other girl's mouth when her thumbs made contact with slick heat. "You're so fucking wet."

Spencer groaned and nodded, pushing her hips forward even more, silently begging for the brunette to take her. "Ashley, please."

Ashley nodded; breathing just as heavy as Spencer was and slid two fingers over the blonde's clit. The blonde cursed and tossed her head back once again, eyes sliding shut tightly as her whole body shuddered at the contact.

The brunette latched onto Spencer's upper chest, her mouth mapping out the damp skin and she couldn't resist the urge to bite down and suck at the perfect spot above heaving breasts. Her fingers worked the slick clit steadily but as soon as hot breath was being panted right next to her ear and hands woven into her hair to keep her in place, Ashley moved her digits down and circled the girl's entrance. She was completely absorbed in nothing but Spencer, all of her rational thoughts long gone.

She didn't have time to think about what exactly was going on. The fact that they were inside their school with a ton of classmates in the gym not far from them and getting down and dirty; not to mention the fact that one very important factor was being forgotten about: they were betraying the same guy, Aiden.

Spencer's body felt like it was in fire and she could already feel the low tightening feeling in the pit of her stomach. "Fuck, Ash," she breathed and revelled in the feeling of warm breasts pressed against her toned abs.

Ashley gripped one hand on Spencer's hip while the other slowly slid two fingers inside the hot center. She grunted when nails dug into her back and started a hard pace. The blonde's inner muscles immediately clamped down on her and she growled, grabbing Spencer's hair and kissing her hard.

Gentle was not on their minds. It wasn't about making love. They were friends with benefits and for the first time since their affair started, they skipped over the awkward pleasantries and dived into one heated sexual relationship.

A third finger slid into the moist heat and Spencer moaned loudly as she ripped her mouth away from Ashley's and dropped her head on the brunette's shoulder. Her hips moved in time with the fingers vigorously thrusting inside of her. "Fuck t-that feels so good," she ground out between clenched teeth when a thumb pressed down against her clit.

Ashley, for her part, had a hard time keeping her own eyes open. The feel of Spencer, the smell, the taste of her damp skin as she marked the girl where no one else would look; she was at the girl's mercy. Shifting her thighs, she moved them apart slightly to open the blonde up more. As she slid in deeper, she felt herself being pushed on her back with Spencer hovering above her, panting and breathing heavily.

Spencer braced herself on the weight bar, her head tilting to the side while her eyes found a fiery brown staring up at her, mouth open in shock at the current position. She smirked a little and ground her hips harder against Ashley, biting her lip in pleasure. She was about to come undone but she didn't think it'd stop there. So many things she wanted the brunette to do to her, so little time.

"So fucking wet." Ashley gripped the girl's hip tighter, thrusting harder and faster, earning all the sweet little mewls falling from the cheerleader's panting and swollen kissed lips. Her hand then moved to the girl's lower back and forced them upright again.

Spencer gasped and leaned back, her upper body more exposed to the brunette. One hand gripped the jean covered leg behind her and the other hand copped a feel of the girl's breasts as she bounced up and down.

Sweat dripped between their bodies and sounds echoed off the walls of the room. Spencer felt it approaching her fast like a freight train and knew there was no way she could hold back any longer – it just felt too fucking good. Tossing her head back one last time, she cried out her release, her nails digging into the leg while the other set gripped the toned arm that held her steady.

Ashley welcomed the body weight of the head cheerleader as she slumped against her. They were both breathing heavy but the sounds of the party in the gym started to surround them again. The brunette kissed the blonde's shoulder and weaved her fingers through thick blonde strands. "Are you okay?"

"Yes, oh yes yes." Came the eager yet exhausted reply. She squeezed her thighs around Ashley's waist and sat up a bit. "You've imagined my legs wrapped around your waist haven't you?"

"Who hasn't?" Ashley replied seriously. "You've got legs to die for."

Spencer giggled and leaned back once again, her eyes raking up and down the basketball star's naked torso. "Do I get to see your legs anytime soon?"

Grinning, Ashley raised an eyebrow. "If you get off of me, maybe..."

Just as Spencer was about to obey the subtle request, they heard the door rattle a bit. Fearful eyes gaped at the other and Spencer dove for their scattered clothing. "I thought you locked the door!"

"I'm sorry, I was kind of distracted." Ashley hissed and tugged on her shirt while stuffing her bra into her back pocket.

They heard giggling of two females and then the door opened.

"Ash..." Spencer pleaded as the brunette glanced towards the other door of the weight room.

"Come on," she grabbed Spencer's hand and tugged her towards the other exit, "this leads right into the gym, it's our only option."

"Okay." The blonde nodded and licked her lips, glancing down at her wrinkled uniform. "How do I look?"

"Like you've just been fucked." Ashley smirked and winked.

"Okay, good." Spencer nodded and motioned for the other girl to open the door.

The reality of the situation of what happened between the two hadn't dawned on them as they entered the gym full of dancing students.