Disclaimer: I don't own anything! All South of Nowhere characters belong to Tom Lynch.

A/N: This story is kind of AU, Ashley and Spencer meet for the first time in college where they're both on the track team.

The songs are:

Lovegame by Lady Gaga

Ashley's thoughts are italicized

Music playing is in bold

I glance up at the building that a group of my teammates have led me to and I'm ready to explore the infamous "track house"; inhabited by a group of upperclassmen males on the track team it's something akin to a "trackie frat house."

I look down at my outfit just to check that I'm still lookin' fly. I'm wearing a guy's black button down shirt with only one button buttoned; my red bra is visible beneath my black and red striped tie. I have on a pair of red boyshort underwear and what outfit of mine is ever complete without my black stilettos?

Yeah, I look good.

I enter the building, and walk in right next to 4 simultaneous games of pong.

Everyone is wearing minimal clothing and the girls look hott!

I grab a beer and join the crowd watching the games.

The game directly in front of me suddenly gets very interesting very fast.

On one side of the table, are two really hot girls who are getting owned by the two guys on the opposite side of the table.

One of the guys speaks up, "Yo, you girls better be careful! Only one cup left and you girls are losing beyond the house ratio. Aka, if I sink this, you girls either have to streak or make-out."

One of the girls pleas, "Wait! I didn't sign up for this!"

"Sorry, house rules!" the guy proclaims as he sinks the shot flawlessly.

All eyes in the room have now turned to these 2 girls as they giggle and whisper, deciding which option to take.

The girl who hasn't spoken thus far says, "Fuck it! Come here!"

She turns her whole body to face the other girl.

She places her hands on the girl's hips and pulls her closer.

She lifts her right hand up and brushes the girl's hair out of her face. With the same hand, she cups the girl's face and their lips touch.

Their kiss quickly becomes deeper and tongues are flying as the guys hoot and pump their fists in the air.

I am completely engrossed in this scene until I hear, "Wow! That was a… that was something wasn't it?"

I turn around and see the most beautiful blonde haired, blue eyed girl standing behind me. She's one of the other freshmen on the team this year and one of the few whose company I actually enjoy.

"Hey Spencer, what's up?"

"Oh, not too much. I just got here not that long ago. I've been in the other room dancing, but I came out here because this guy Shawn would not leave me alone. I was contemplating leaving, but then I heard the yelling and saw you in here."

"So what's wrong with this guy?" Spencer never seems to be into the guys that are actually into her. She's smoking hot, but she always seems to fall for the guys who are least interested in her.

"Well, he's got a reputation and you know, I'm just not that kind of girl."

I nod in agreement and for the first time I actually notice what she's wearing. Spencer is wearing lingerie that looks like it was previously worn by a Victoria's Secret mannequin, but she definitely fills it out better than any mannequin could.

"So are you still thinking about leaving?"

"Not if you'll dance with me and help me keep Shawn away."

She smiles. I love it when she smiles.

"I'd love to," I respond and I offer her out my hand.

She takes it and I lead her on to the dance floor.

I take her to the center of the floor and the rhythm soon finds our hips.

Of course, being the two hot girls we are, a crowd of guys soon form around us.

All eyes on us.

Watching us intently.

Watching our lithe bodies twist and turn along with the music.

Everything is going great, until "Hey Spencer, looking good! Wanna get out of here?"

It's Shawn. I hate it when guys get drunk and can't take blatantly obviously hints that the girl they want is not into them.

Spencer grabs my hand and pulls me through the crowd of people to yet another different room in the track house.

It's known as the VIP room and it's notorious for random hook-ups.

When we first walk in, the room seems to be living up to its reputation.

There are various couches distributed throughout the room; most of which are occupied by couples making out.

The atmosphere seems a little awkward for us so Spencer and I turn to leave, but we hear "Hey girls! Come sit over here by me for a little! My girlfriend's getting us drinks and I'm bored."

We recognize the guy as one of the upperclassmen who lives in the house. It's obvious that he's drunk, but he seems nice enough and at least it keeps us away from Shawn for a little while longer.

So Spencer takes a seat next to this guy on the couch and I stand by the couch's arm.

She gives me a playful grin and motions for me to sit on her lap; so I do.

The guy speaks again, "So do you girls have your eyes on anyone in particular tonight?"

Spencer chuckles and responds, "Well, I haven't really met any nice ones yet. Right now it's kind of looking like I might end up going home with Ashley here."

The guy's face lights up and you could almost see the light bulb appear above his head.

"You should totally go for it! Why don't you guys make out…right now!"

Spencer turns and looks at me as if she's contemplating it, but then she turns back to the guy and says, "I would, but Ashley's involved with somebody from back home."

Shit! I forgot to tell her about the whole "Carmen broke up with me" thing! Noooooo!

The guy nods and slurs, "I understand, but you gotta admit, it would be hot."

"Yes it would," she replies with a grin.

A girl enters the room and we correctly assume her to be this guy's girlfriend.

So we get up and she takes our seat on the couch as we say "see ya around!" and head out the door.

So now we're back on the dance floor, doing our thing once again when Shawn totally cuts in.

He blocks Spencer against a wall with his body so I go around to the side and grab her hand and pull her out around him.

"Thanks for that!"

"Anytime. What are friends for?"

So we begin dancing again and Spencer asks, "So does Carmen know that you're here tonight? I mean, this theme seems a little risqué for a taken girl to do solo."

"Yea, I've been meaning to talk to you about that. Carmen broke up with me a few days ago."

"What? What happened?"

"Nothing really; she just called to say she wasn't happy anymore and she thinks she wants to date someone else."

"Oh my God Ashley, I'm so sorry!"

"What are you sorry for? It's not your fault. I'm having an awesome time here with you tonight."

"Wait, so we could have made-out just now?"

"Um, yea, we could have."

Just then we're surrounded by two guys. Each of which put their hands on our hips and starting dancing behind us.

So we give them a little contact, and then Lady Gaga's Lovegame comes on.

Lovegame is Spencer's favorite song. When she dances to that song, it makes everyone in the room wonder why she's doing it in a track house and not on a pole for money.

The guys back off to watch Spencer's show which she quickly makes me a part of.

Hold me and love me, just wanna touch you for a minute.

At this line Spencer is swinging her hips, running her hands through her hair, and staring directly at me as if she's singing the words to me specifically.

So I take the invitation.

I swing my hips as I strut to the center of the room. Well aware that all eyes are on me, but keeping my eyes locked with Spencer's.

As I approach her she extends her arm out to me and I take her hand.

She pulls me close to her and slides her hands down the sides of my body to hips as if tracing out my curves.

With a smile on your mouth and your hand on your huh!

She slides her hands down a little bit lower and completely gropes my ass.

Our bodies moving to the beat, hips grinding, her hands all over my ass; yeah, we have the attention of the entire room.

She is turning me on so much! I'm pretty sure she's straight, but the comment she made earlier about us making out mixed in with this complete groping of my ass is way beyond my acceptable level of being teased.

So I go for it.

Are you in the game?

I sing this verse to her and then I wrap my hands around the back of her head and our lips come crashing together.

Before she even has a chance to realize what's happening, my tongue is in her mouth and begging for some fun.

She accepts and the entire room cheers as the song ends.

Spencer abruptly breaks the kiss and walks off the dance floor looking flustered.

I follow her into the room where different people are playing pong now.

I reach out and put my hand on her shoulder, "Spencer, is something wrong?"

She turns and I can see she's totally freaked and fighting back tears.

I grab her hand and pull her outside on the front porch to give us some privacy.

We sit down on a bench and I put my arm around her as she keeps her head buried in her hands.

"That freaked you out just now. Didn't it?"

She nodded. She was definitely crying now.

She wipes away her tears and looks up at me.

"Ashley, will you please walk me home?" she sniffles.

"Of course," I respond.

We stand up and begin our walk back to campus.

Should I say something to her? Should I tell her it's ok? Try to find out what upset her so much?

"I'm sorry I got so upset Ashley. I usually don't cry. I'm really not this much of a baby."

I smile, "It's ok. I don't think you're a baby."

A few steps and then, "So what did upset you so much? Was it me?"

"Kind of," she responds.

"What upset you so much about it?"

"Ashley, I'm not into girls like that. I know you are and that's ok with me. I like you, just not like that."

I nod, "Ok, well I'm sorry I made you feel uncomfortable. I didn't mean to."

"I know. I'm not sure why I reacted so strongly. It was just a kiss."

Just a kiss my ass. There was something else there. That's what upset you; you felt it too. The spark, the connection, the "your lips belong on mine" feeling.

"Well the last time I checked you couldn't catch the gay gene from kissing," I joked.

She giggled, "Well that's a relief!"

We reach her dorm building and I turn to her.

"So, can we just forget about this whole thing and keep being best friends?"

She smiled, "I'd really like that."

"Good, me too," I said as I held the door open for her and watched her disappear inside her dorm building.