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Here is the second and final chapter. It's long which is always nice :P

Get ready for some sexy smutty smut sex! Hope you like it!

Disclaimer: I do not own any recognizable characters, they belong to CBS.

Warning: This fic is rated M for language and sexual content.

Chapter Two:

The inside of Derek's house was warm and smelled like old spice aftershave. Derek threw his keys on a small bureau near the door and promptly walked into the kitchen.

Spencer stood for a moment not really knowing what to do with himself when he heard Derek's voice.

"You coming, pretty boy?"

Spencer had been to Derek's house before, many times in fact, but it never failed to make him feel intrusive for the first little bit he was there. He stepped hesitantly into the kitchen and sat down at the island.

"Want something to drink?" Derek asked.

Spencer shook his head.

"Too bad." Derek said plopping a glass of water and a bag of crackers in front of Spencer. "Cause you're not aloud to go to bed without eating half of this and drinking all of that."

"Thank you, but I not that drunk."

"Are you kidding? Don't think I didn't see you stumbling your way onto my porch. I'm going to supervise you right here until you do as I say."

Spencer felt his face flush and he nodded obediently before picking up the water and taking a hesitant sip. Derek just stood there watching which was making Spencer rather uncomfortable.

"You can go to bed if you want. I know where the blankets are and I'll set up on the couch and-"

"Oh hell no. I don't want you waking up in the middle of the night and having to puke without a bathroom close by. You'll be sleeping in my bed, with me."

Spencer quirked an eyebrow, Derek had never offered him to sleep in his bed before. He always slept on the couch.

"But normally I-"

"Normally I'm not worried about you, but I saw you throwing back those shots." Derek paused when Spencer choked on his cracker. "Yeah, I was paying attention. You get drunk on two beers, let alone that and two shots one right after the other. What were you thinking?" He teased.

Hey, maybe I'll get to spend the night at Derek's. "I wanted to have fun." Spencer shrugged.

Derek just laughed and shook his head.

There was an awkward silence as Derek stood and watched Spencer eat and drink. At least, it was awkward for Spencer.

When he was done Derek just put his glass in the dishwasher and then walked in the direction of his room.

Spencer followed slowly. He really didn't know what to do with himself and it was making him uncomfortable.

When he got to the doorway of the bedroom, the other man was rummaging in his dresser. Spencer had never been in Derek's room but it was definitely nice. Decorated modernly, with a large bed that had a fluffy white comforter.

Derek turned back to Spencer who had his arms folded around himself.

"Here," He said tossing Spencer some clothes. "This will fit you better than anything else I have."

Spencer looked at the clothes in his hand while Derek continued. "I figured you could just wear your boxer's under that unless you want sweats or something?" Derek inquired. The shirt Spencer was holding was just a plain V-neck white cotton shirt. He really would like sweats but he was positive he would be way to hot, so he just shook his head.

He changed in a rush, not really wanting Derek to see him shirtless. He wasn't exactly scrawny and he definitely had a muscle tone about him, but it still didn't make the comparison between him and Derek any better.

Derek had taken his shirt off and left it on the floor, and then he had basically stripped down to his boxers and climbed on the bed, dividing the pillows.

Spencer gulped. Great, now not only do you have to sleep in the same bed as the man you have an extreme attraction to, but that man will also be half-naked.

He stripped out of his pants and folded them neatly before putting them on a chair with his shirt. When he turned Derek was already in the bed.

"Boxer-briefs?" He asked, quirking an eyebrow.

Spencer looked down and blushed. "Boxers are too flimsy, briefs are too clingy." He stated climbing into the bed and immediately covering himself with the comforter.

Derek laughed and rolled to turn the light off.

Spencer lay on his back and didn't move. This was too weird. Even though he was as far as he could be from Derek it still felt too close. Like he was invading Derek's personal space.

"Hey, pretty boy?" Derek mumbled.

"Yeah?"

"Did any men try to pick you up tonight?"

"Yeah, why?"

"I'm just wondering why you wouldn't have talked to them or danced or anything."

Spencer swallowed and shifted his weight. "I guess I would have rather hung out with you. I mean, you didn't ditch me for that girl, why should I ditch you for some guy?"

Spencer felt Derek shift and when he spoke again, he was obviously facing him.

"Yeah, but you needed it more than I did."

Spencer winced. He knew Derek wouldn't have just been able to forget about it. "I didn't need it. I already said that."

Derek sighed. "I guess. I still think it's a little unhealthy though."

"I'm fine, Derek. I can live without sex."

Derek huffed out a breath and Spencer could tell he was starting to fall asleep. "Yeah, but where's the fun?"

Spencer didn't know how to answer that. Not all fun was from sex. Derek must know that.

"And Spencer?"

"Yeah?"

"You don't have to sleep so close to the edge. It looks uncomfortable."

Spencer waited until Derek's breathing was even before he scooted in.

Yeah, the edge really wasn't very comfortable.

Spencer woke the next morning flat on his stomach. He opened his eyes a crack, trying to adjust to the light shining in them from the window, to find himself looking directly in Derek's face. Derek's was sleeping much like him, on his stomach facing inwards.

Out of respect and not wanting there to be an awkward moment when Derek woke, Spencer tried pulling away. For some reason, though, he couldn't.

It was at that moment he realized that Derek's arm that was closest to him was lying on top of his back, basically pinning him to the spot.

Spencer tried again, tugging a little bit harder.

"Where do you think you're going?" Derek mumbled.

Spencer froze, but Derek's eyes were still closed. Was he still sleeping?

Derek shifted slightly and opened his eyes, staring casually at Spencer, as if their faces weren't only a couple of inches apart.

"You weren't going to puke were you?" Derek asked, in a less mumbled voice. Being at such a close proximity, Derek's breath ghosted over Spencer's face. He noted that it smelt invitingly good.

Spencer shook his head quickly.

"Good." Derek said, rolling slightly so he was on his side, and moved very close to Spencer, even closer than before. "Cause then I couldn't do this."

He leaned in and pressed his lips to Spencer's. The angle was a little odd seeing as Spencer was laying on his front, so he shifted a tiny bit, raising his head and turning, but also pulling away.

"What are you doing?" He breathed.

Derek laughed softly. "Something I've wanted to do for a long time, pretty boy." Derek wound his hand around the back of Spencer's head and pulled him forward, pressing their lips together again.

It felt good and Spencer was having a hard time keeping his mind from getting all jumbled, but Derek's answer wasn't what he was looking for.

"I'm… really… confused… right now." He said in between wet kisses that were making enticing suction sounds.

Derek pulled back only an inch, eyes still closed. "What are you confused about?"

"Why now?"

"Because you're beautiful and in my bed, right now."

Their foreheads were pressed together which made it hard for Spencer to furrow his eyebrows.

"But-"

"This is what I want, Spence. I've never wanted a man like you, and now I've got you in my house, in my bed, under my covers, in my shirt, in my arms, and I thought 'hey it's now or never'."

Spencer nodded. He couldn't imagine backing out now, not now that he was getting exactly what he wanted.

He leaned back in and kissed Derek. This time he was surer with his lips, welding them to Derek's even as they moved in and around each other's.

He felt Derek's hand's scale down his side, moving slowly. Spencer let Derek's tongue move into his mouth, sliding it along his own. Spencer wrapped his hand around the back of Derek's neck and pressed their chests together.

Derek's hand had reached the back of Spencer's knee, and he tugged it forward aligning their hips. Spencer gasped at the feel of their growing hardness pressing together.

Derek moved so that he was on top of Spencer, one knee between his thighs, and moved his mouth down to Spencer's jaw. He broke away for one second in order to yank Spencer's shirt off over his head. Derek bit and nipped at it before licking down to his collarbone. He spent time there, marking the ivory skin under his lips.

Spencer wrapped both of his legs around Derek's waist and pulled him closer, rutting his hips against Derek's, who groaned and bit on Spencer's neck, making the younger man gasp and squeeze harder.

Derek ran his hand over Spencer's nipples, teasing them with his fingers. Spencer ran his hands lightly down Derek's back and under his boxers. Grabbing Derek's ass firmly, he pulled his hips into himself. He kept a steady rhythm, moving his hips and hands together simultaneously. Both men moaned at the friction, breathing heavily.

"Are you sure you're out of practice, pretty boy?" Derek licked the shell of Spencer's ear.

Spencer shuddered. "Eidetic memory, remember?" He gasped between ruts. "Oh god does this feel good." His voice was breathy and slightly rasped.

Derek moved his mouth back to Spencer's, who pressed his tongue into Derek's mouth hungrily.

"Pretty boy, I'm not gonna last if we keep up like this."

Spencer hesitated, not wanting to stop when it felt so good, but nodded.

Derek reached an arm out to his nightstand bringing out lube. He sat back on his shins and grabbed the top of Spencer's boxers, removing them swiftly. He took off his own boxers and pressed a kiss to the tip of Spencer's cock.

Spencer whimpered, not just from the teasing touch but also at the sight of Derek's nakedness. He was, frankly, huge, and it worried Spencer a little.

"You okay? I don't want to do this if you don't." Derek asked.

"Derek, I haven't had sex in almost two years, yes of course I want to do this. But on the same token, I'm a little worried about…" Spencer bit his lip and Derek inclined with his eyebrows. "About your size." Spencer indicated with his eyes.

Derek pressed a tender kiss to Spencer's mouth and then sat back up. "I'll go really easy, don't worry."

Spencer nodded while Derek coated his fingers with the lubricant. He then leaned in and circled Spencer entrance with it.

Spencer stifled another whimper. Derek connected his eyes with Spencer's as he pushed the tip of one finger in. Spencer took a deep breath and nodded for Derek to continue. He held that one breath until the first finger was all the way in and then let it out in small, shaky bursts.

Derek twisted it a little while slowly moving it in and out so that Spencer could get used to it. After about twenty seconds of this, Spencer nodded again.

Derek began to push another finger in and Spencer hissed, clutching Derek's arms.

"You alri-"

"Just go. I'm fine." Spencer half-laughed.

When the second finger was in, Spencer seemed a little more relaxed. The third wasn't as hard to work in.

"Should I go four?" Derek asked quietly as he felt the muscles around his fingers relax.

"Try it, yeah."

When the fourth was in Derek started to move them in and out again, twisting and bending his fingers until Spencer gasped.

"Oh damn, that's good!"

Derek copied the same motion again and Spencer moaned loudly.

"Nnnnngghh, right there."

"You ready, lover?"

Spencer nodded, smiling blissfully. This was what he wanted; this was exactly what he wanted.

Derek pulled his fingers out and quickly lubed himself up. He took Spencer's legs and spread them, holding one knee in each hand.

"Tell me if I need to stop." He said and Spencer nodded again.

He pushed in slowly and though Spencer closed his eyes and was taking slow breaths he didn't indicate Derek to stop.

He moved in and out slowly, working Spencer's channel open softly.

Spencer slid his hands from Derek's arms to his neck and pulled him forward. He kissed him softly and then nuzzled his nose onto Derek's cheek.

"Go." He whispered into Derek's ear.

The older man smiled before speeding his pace up, rolling his hips up into Spencer's as they both moaned together.

Spencer moved his hands to Derek's lower back, clutching the skin there like a lifeline.

"Mmmm, yess." He hissed as Derek kept the pace fast. "Harder, Derek."

Derek moved his hands to Spencer's waist so that he could lever himself in and out with an intense force, groaning at the friction that surrounded him.

Spencer threw his hips upward, matching the downward strokes of Derek's thrusts, his back arching off the bed.

Derek leaned back, changing the angle he was entering from, and Spencer let out a choked noise.

"Oh! God! YES! Mmmggghh!" Each word was punctuated on a thrust.

Quickly, Spencer flipped them so he was on top, and even though it left Derek confused, Spencer made sure to keep up the pace and brutality he was impaling himself on.

Spencer rolled his hips forward and up, gasping at the change in feel. "So long," he breathed. "It's been so long."

Derek grabbed at Spencer hips again, moving his hips upward as well.

Spencer sat straight, planting his hands on Derek's hard stomach for leverage. He could feel the older mans abs working underneath his hands, a thin layer of sweat coating them. Every movement Derek made sent the muscles rippling and clenching.

Mine, Spencer thought. These are mine.

Spencer closed his eyes, he could feel the familiar heat pooling in the pit of his stomach; feel the sweat running down his back and neck. He smiled softly to himself, moaning at the way Derek pounded up into him. He leaned forward and clutched the headboard, the new angle ramming into his prostate.

"JESUS! Oooohhh! Mmmmmhhh!" He tried to hold back the whimpers and whines but it felt so heavenly, his and Derek's bodies meshed as one. He felt one of Derek's hands leave his hips and wrap around his neck. It wasn't guiding him forward, just stabilizing and keeping Spencer's hair out of one side of his face.

"Pretty boy," Derek whispered, and Spencer closed his eyes. How could he be blushing at a statement like that when he same man was fucking him senseless currently?

"Beautiful." Derek's voice was strained. "Oh, god. So tight." He moaned.

"Derek." Spencer could feel his impending orgasm creeping up on him. He moved a hand down and clasped his dick in his hand.

"DEREK! OH GOD! NNNNHHGG FUCK!"

Three strokes and Spencer was cuming all over Derek's stomach in hot white bursts of his seed.

The hand that was behind his neck pulled him forward into a searing kiss. Derek moaned into his mouth and Spencer felt his release, mouths still connected.

Spencer stayed there a moment, catching his breath before slowly and carefully lifting himself off Derek to collapse at his side.

Spencer found himself immediately being scooped up in Derek's arms. The other man just held him, pressing his lips to Spencer's temple.

"How long have you wanted to do that?"

Derek laughed. "Since the moment I saw you in your oversized sweater with your twelve dollar haircut."

"It was fifteen, actually."

They both laughed and Derek looked down affectionately at Spencer. "You're so gorgeous. How'd I land someone like you?"

Spencer laughed. "Like I said, wink and you could get anyone."

"Pretty boy, I've been winking at you for years, and you never threw yourself at me."

Spencer shook his head. "I thought you were straight until last week, remember?"

He felt Derek shrug. "I guess."

"Don't think I didn't want to, though. I've been after you since day one."

"I'm glad we didn't let it pass us by completely then." Derek said and Spencer nodded.

"And Derek?" Spencer said looking up at the other man.

"Yeah, baby?"

Spencer smiled and kissed Derek softly. "I would definitely like to use this as my new stress release."

Alrighty, there you go guys! Hope it was hot and sticky enough for you, I felt a little rushed doing it cause I had to be somewhere, but think it was long enough :P

Review if you feel you have something to say and don't forget to check back regularly, cause I'll hopefully be a writing machine and have new chapters or stories every other day or so :D

Love always! Xoxoxo