Today (11/25) was foxxcub's birthday, and she's a Jon/Spencer girl and lovely beside.



Jon was used to people liking him, used to people smiling back when he smiled, so it never really occurred to him that maybe that was odd for Ryan Ross. What was odd, was that for whatever reason, Ryan's Best Friend Forever--admittedly, Ryan had introduced him with a rather flat, "Spencer, Jon. Jon, Spencer," but Jon could read between the lines--didn't like Jon. Oh, he had smiled back when Jon had smiled, sure. But Jon was friendly, not stupid. He knew the difference between a real smile and one that said, "Fuck you, I keep knives hidden in my hair." Smith had definitely been flashing him a bit of the latter. Jon worked not to let his smile drop and thought, not invading your territory, man, as hard as he could.

Either Smith couldn't hear him, or he just didn't care. Jon said, "Okay, well. You're all fixed."

Ryan said, "Seriously, thanks, that was gonna fuck with me all set. See you around?"

Jon said, "Yeah, uh. Later."

He could feel Smith watching him until he was beyond the cement walls of the club. It was a wonder the guy didn't have x-ray vision. Jesus.

***

Smith found him later, and Jon couldn't have said he wasn't expecting it, except, well, he kind of wasn't expecting it. He said, "Ryan likes you."

Words aside, Jon inferred from the tone that this was an accusation. "I'm sorry?"

Smith cocked his hips sharply enough that, had Jon been standing any closer, there might have been blood. Jon said, "Look, I didn't mean-- He's all yours."

Smith blinked and asked, "What the fuck does that mean?"

And, well, what? "The fuck?"

"I asked first," Smith said.

"That's... That's seriously what you're going to say to me?" Jon wasn't even sure if he was amused or pissed off at this point.

"Don't make me tell Pete Wentz that you were molesting the guitarist of his favorite new band."

"That would be a scarier threat if I hadn't known Pete since he was like, four feet tall, and also, if it wasn't more likely that Pete was doing the molesting."

If possible, Smith's hips came out even further, "Don't you fucking-- You don't know shit about it. Ryan's not like that."

"I didn't-- I didn't say anything about Ryan. Seriously. I don't know what the hell your damage is, but--"

"He likes you," Smith said again, like this explained something more than the first declaration had.

"And I told you, I haven't got any designs that way, so he's all yours."

Smith froze in place for a second and then rubbed his hand over his face, suddenly seeming kind of tired. He said, "Don't be stupid. Not like that."

"I'm not being stupid," Jon told him, not as mad as he felt he should be. "I'm being completely fucking confused. I met you like two days ago and you hated me at first sight."

Smith frowned. "No I didn't."

Jon crossed his arms over his chest and just didn't say anything. Smith sighed and said, "I didn't. Just. That's really not normal."

"What? What isn't normal?" Jon was seriously beginning to doubt his command of the English language.

"Ryan just liking someone. Right like that. Usually--" Smith shook his head. "It was just suspicious, was all."

"I fixed his guitar pedal."

"Yeah, that's not--" Smith shook his head again and repeated, "Ryan's not like that."

Jon sort of got the feeling that it wasn't that Smith was being purposely obscure, he was just used to protecting Ryan. "I didn't do anything."

Smith looked at him for a long time. "Yeah, okay. Sorry 'bout..." he waved his hand aimlessly. "I'll just--"

He turned to go and Jon called, "Smith!"

Smith turned around. Jon took a few steps toward him. "Just, uh. Hey, I'm Jon Walker," he held out his hand, smiled.

Smith looked at the hand for a long moment before smiling too, a relieved, not-entirely-sure smile. "Hey. Spencer Smith. Nice to meet you."

***

Tom was spending a lot of time off the bus these days, mostly smoking and pretending to take pictures. Jon knew how it looked when he was actually catching sight of something. Both issues worried him, but Tom wasn't talking and no amount of asking was going to change that fact. Tom would say what he had to say when he was ready to say it. Until then, Jon would be busy sitting next to him, taking his own mental pictures. Everywhere was starting to look slightly similar to Jon, but that was true for how things looked this far into any tour, so it didn't really bother him. He thought it might be bothering Tom. Then again, he thought a lot of things might be bothering Tom.

Instead of asking all the things Tom wouldn't answer, Jon asked, "Know much about the Panic guys?"

Tom shrugged. "What're you looking to know?"

What's Spencer's deal? "The Ryan kid. He a tough nut to crack?"

Tom took a long drag. "Never talked with him much. He seems kinda...sharp around the others, but I thought maybe that was just competitiveness, or something. He's pretty hot on Pete."

"Yeah," Jon said.

"Why?"

Jon shook his head. "He wasn't sharp with me, just, is all."

Tom looked at Jon out of the corner of his eye, weird smile quirking at his mouth. "Nobody's ever sharp with you, Jonny Walker."

Jon's fingers itched at the thought of Spencer's hips and he said, "Yeah, nobody."

***

Jon sneaked away to watch Panic's set a few nights later. He watched the way Ryan would let Urie come to him, would even play to Urie when he came, but he wouldn't go to him, not really. He would wander back to Spencer, definitely, but that was about it. Wilson, whom Jon had barely even seen on the tour, stayed at his mic. There was a curious echo of the gaining energy between Tom and the others. Jon shook the thought off. This tour had enough problems without borrowing more.

Ryan caught sight of Jon standing in the wings and smiled at him. It wasn't the smile of the other day, it was more muted, distant, but he was playing a show, there were a few bajillion kids screaming at him, so Jon could understand. He smiled back, risking a look at Spencer, who wasn't even paying attention. Jon let himself look for a second longer than he should have--Spencer's hips weren't the only thing worth looking at, particularly not when Spencer was behind his kit--then made himself focus back on Ryan, on the show. Spencer was the last person on this tour Jon needed to be thinking about with anything other than his head, the absolute fucking last.

***

Jon got Adam drunk that night and fucked him, one hand over his mouth, the other on his cock. Adam was good for that kind of thing, because they fit in a bunk together, and he wouldn't give a guy shit in the morning, just smile and say, "Later," if he'd enjoyed it.

Since Adam actually shared his coffee with Jon when he bothered to make his way up front, Jon figured all was well. Tom would smirk at him later in the day, but Tom was allowed. And for the hours until he next accidentally caught sight of Spencer, Jon could pretend like he was perfectly sated by casual sex and badly brewed coffee.

***

It was Urie who found him and said, "Hey, d'you enjoy the show last night?" He was smiling, bouncing a little, although not so much that it hurt Jon's head.

Jon said, "Yeah, man," and smiled back.

Urie's smile got wider. "Oh, hey, Brendon." He stuck out his hand. "You're Jon, right? The one Spence and Ryan keep fighting over?"

"Uh--"

"No worries, they do this. Spencer's a psychotic fuck when he's being protective, and Ryan's fucking annoying when he thinks he's got something over Spencer, and sooner or later they'll remember that they're each other's forever and forget what the hell they were arguing about."

"Not to sound like--" your mom, "a dick, but is Spencer going to come after me with his sticks for talking to you?"

"It wasn't the talking that did it, it was the happy-making, Jon Walker, and no, everyone knows I'm always happy," Brendon told him. So far as Jon could tell, he wasn't being ironic. But then, there was just enough of a shadow in his eyes for Jon to wonder a bit.

"I really didn't--"

"Do anything, yeah. But Ryan's a little unusual and Spencer needs to know that he knows Ryan because..." Brendon tapped his foot, clearly thinking.

"Because if he doesn't, then he can't protect him anymore," Jon finished.

Brendon looked at him. Jon shrugged. "I know a little something about best friends."

Brendon's smile came back, wider than before. "Okay. Okay. Well, Spencer's big problem is that he likes you too much. So. They'll stop fighting."

By the time Jon pulled it together enough to say, "What?" Brendon was already three-quarters of the way back to his own bus.

***

Jon was struggling with Tom's cords--fucker managed to get those things knotted and furled and caught up in the most ridiculous ways--when Spencer came and stood over him, and dude, that was just playing dirty. Jon was short enough standing, there was no need for Spencer to go and use his height to even more advantage. Jon really wished he didn't find it so hot. He was seriously like some eighteenth century maiden, or something.

Spencer said, "Whatever Brendon told you, it was a lie."

"Okay," Jon said, because honestly, it was just easiest to agree with these people. Doing anything else seemed to only lead to more confusion.

"I mean it," Spencer said.

Jon looked up, exasperated--whether with the cords, or Spencer, or both, he couldn't have said. "I said o-fucking-kay."

"Fine," Spencer said, pivoting and giving Jon an all too-convenient view of his ass. Jon let himself enjoy for the barest moment, then sighed, and went back to sorting out the cords. He was surprised when a moment later, he saw a pair of hands--really long, kind of huge hands--out of the corner of his eye.

Ryan offered up an unsure smile when Jon looked up. He said, "Want some help?"

Jon glanced around. Spencer was nowhere to be seen. "Uh. Sure."

As they were working the cord free, Ryan said, casually, "I sometimes, uh. I usually have bad taste in people."

Jon nodded.

"It's driving him crazy that he can't figure out where my intuition was wrong with you."

"Has he considered--"

"Yeah," Ryan said. "But if I'm going to be trusting, someone has to be careful for me, and nobody else has ever bothered."

Jon winced slightly. "Yeah, okay."

"He'll come around."

"And if I am bad for you?"

"Then he'll destroy your life and everything you love before killing you slowly just to watch you die," Ryan said lightly, but without any humor. "I don't think you are, though, so you should be fine."

"Right," Jon said, before putting all his energy into tugging viciously at the center of one particularly intractable knot.

***

The night Jon brought a thoroughly tanked Brendon back from the TAI bus was the night Spencer took the kid gloves off. Brendon vomited on the way back, but Jon had honestly dealt with worse, so he waited for it to pass and said, "C'mon kid, back to your bus, where there's water and a bunk."

Brendon seemed fine with dying on the side of the road, but Jon was pretty sure allowing that kind of thing would get him kicked off the tour, so he insisted on delivering Brendon back to his front door. Ryan came and opened the door, took one look at Brendon and just stalked back into the bus. Jon sighed. He said, "Guess I'm coming in."

He was in the midst of attempting to haul Brendon bodily up the stairs--he wasn't big, but he was pretty much dead weight, and also, more dense than he looked--when Spencer met them and asked, "What. The. Fuck?"

"He got a little--"

"He's a fucking teenager," Spencer snapped, eyes blazing.

And Jon was just done, just really fucking done. "He's the fucking lead singer of a fucking band. I didn't pour the drinks down his throat, I brought him back when he'd gone too far. He's yours now. Have fun." Despite his anger, Jon set Brendon down, still aware that he wasn't really to blame for the fact that his entire band was psychotic. Then he recovered to storm off the bus as best he could. Nobody called out after him.

***

Brendon found him the next day, eyes bruised and sheepish and said, "Thanks. I-- Thanks. Sorry."

Jon bumped fists with him and said, "Whatever, we're good," leaving it at that.

***

Jon felt Spencer sidle up to him during TAI's set that night. He wasn't even sure how he knew it was Spencer, just that he did. He said, "Look, I'm actually working, so--"

"Sorry," Spencer said. Jon turned to him, surprise probably evident, given that he felt like it was eating his face. Spencer cleared his throat softly and tried again, "I'm sorry. For last night."

Jon just said, "If Brendon or Ryan--"

"We didn't talk about it."

Jon pinned him with an unimpressed look. Spencer winced slightly, scratching behind his ear. "Well, we fought about it. I yelled at Brendon for getting drunk, he yelled at me for always talking for Ryan, Ryan yelled at Brendon for yelling at me, you know, that sort of thing."

Jon didn't know, but he was beginning to think he could extrapolate. He stayed silent. Spencer said, "But neither of them told me to talk to you. Or that I was being a douche. I figured both of those out on my own."

"Yeah, okay. You wanna cookie?"

"No, I-- I want to say sorry. And have you know I mean it."

Jon sighed. Despite himself, he'd seen how off Ryan had been for that evening's performance, had done the math. "Forgiven."

There was a tense pause before Spencer's softly hopeful, "Yeah?"

For the first time since the day after they'd met, Jon smiled at Spencer, with no other motive than just smiling. "Yeah."

Spencer's smile broke wide and deep over his face as he said, "Great. That's...great."

Jon's stomach flipped so hard he nearly coughed it up. "Yeah. Great."

***

Three days later, Tom said, "Maybe you should just molest him behind his bus, or something, and get it out of your system."

Jon said, "Who?" with a sinking feeling.

Tom just rolled his eyes. "I would've said something earlier, but I've been...distracted."

Jon rubbed at the back of his neck, feeling the growing strain of the tour settling there. He should have been paying more attention. Tom was his best friend.

Tom flicked his cigarette to the ground, smashed it out under his sneaker. "Not your problem."

"Stop reading my mind," Jon murmured, but there wasn't much heat in it. Tom could be oblivious and distracted and vague more than anyone Jon knew, but the moment Jon didn't want him knowing something, he was a complete fricking telepath.

"I'm just saying--" Jon started.

"I'm just saying stay out of it, Jonny." Tom smiled at him, but it was tired, more like a grimace than anything.

Jon clenched his jaw and didn't make any promises. Tom said, "Besides, we were talking about you and Spencer Smith's ass."

"No, we weren't," Jon said forcefully. For one thing, they weren't, for another thing, they weren't going to be.

"It's driving everybody crazy. There's nothing worse than principled teen angst."

"I haven't a fucking clue what you're talking about," Jon told him honestly.

"Smith won't take any of the fans up on their offers. To, y'know. Relieve some frustration. And if anyone has ever needed some frustration relief, I gotta tell you--"

Jon shoved Tom so hard he actually stumbled sideways. He was laughing as he straightened up. Jon said, "I hate you."

"Mm, baby," Tom said flatly, smiling. "I love it when you talk dirty to me."

***

Two days later--for the sake of his sanity and possibly everyone else's on the tour--Jon cornered Spencer alone in the small, sketchy dressing room Panic was sharing with the other openers. He locked the door behind him and said, "You should say now if you're not interested."

Spencer said, "This doesn't mean we're friends."

"Yeah, Spencer, I know how backstage blowjobs work." Jon rolled his eyes even as he dropped to his knees.

Spencer made a sound at the touch of Jon's hands, the quick way he did away with buttons and zippers. Jon glanced up at Spencer's eyes, wide and focused and thought, Oh. Huh. That warning hadn't been for him. Jon smiled a bit, secret and maybe a little triumphant and sucked good and hard at the head of Spencer's cock. Spencer squeaked. "Mm," Jon said, Spencer's cock still in his mouth. He wrapped his hand at the base, brushing his fingers over Spencer's balls and then sunk down, letting Spencer brush against the back of his throat. Jon had never managed to deep throat anyone, but he didn't have much of a gag reflex either, so he didn't mind the press, kind of liked it really.

Spencer was thick, if not particularly long, and it was a bit of a stretch on Jon's jaw, but Spencer's fingers had found Jon's hair and he was saying Jon's name, his first name, like it was his favorite thing ever in the long, long history of ever, so Jon really, really didn't mind. When he felt Spencer's thrusts getting a little faster, a little bit more desperate, Jon loosened his hold on Spencer's cock and rolled his balls a bit in the palm of his hand. Spencer came with a muffled groan that Jon knew meant he was stuffing his hand in his mouth, and Jon swallowed, because anything else was just too fucking messy to clean up, especially before a show.

Jon pulled off, wiped the edge of his mouth on the inside of his sleeve and stood up. Spencer was still standing, but barely. The wall was doing way more work than he was. Jon said, "C'mon," and moved to help him get his pants closed, but Spencer seem to snap out of his daze at that, scrambling to take care of it himself. Jon put his hands up in a non-threatening gesture. "That's fine."

Spencer was looking at him with a combination of wariness and...wonder. It took Jon a moment to recognize it on him. Cautiously, his posture stiff, Spencer approached him, trying to undo his jeans with the same ease Jon had shown. It took him longer. Jon didn't say a word. Spencer's attempts had him hard enough that it hurt, especially after waiting already. Jon leaned back against the makeup counter when Spencer had managed. Spencer slipped his hand in, around Jon's cock, lightly. Jon gritted his teeth and made himself ask, "Harder? Please?" thinking that Spencer must be enjoying this.

"Oh," Spencer said, and his fingers tightened. It wasn't enough, not quite and Jon bucked into the fingers, making a sound deep in his throat. Spencer moved his hand then. It was rough and a little painful without the ease of lube, spit, anything. Jon couldn't quite help his whimper. Spencer yanked his hand back. Jon let his head crash into the mirror behind him. "Just. Could you, like, spit?"

Spencer looked confused for a moment, and then, "Right, sorry."

He spit into his palm and tried again and Jon let his eyes slip shut, let his focus narrow down to Spencer's hand being on his dick. Spencer's hand was strong, and he got more confident about his grip as he settled into it. There were drummer's callouses that rubbed Jon in just the right way and before he knew it he was coming, shoulders and head pressed tight to the mirror, body stiff. When he finished, he very nearly slipped off the dresser. He got himself righted and noticed Spencer standing near, looking somewhat awkward and holding out a tissue. Jon took it with a smile. "Thanks."

He cleaned himself up as best possible and got himself dressed again. Spencer had his arms crossed and looked haughty, but also a little...breakable, Jon thought, and immediately shook his head, because that was a stupid word to associate with Spencer Smith.

Jon went to the door and asked, "You ready?"

"Why wouldn't I be?" Spencer asked, but it wasn't as on as his normal jibes.

"Good," Jon said, and opened the door, leaving first and not, determinedly not, looking back.

***

Jon meant to leave it alone after that, he really did. It shouldn't have been hard, because seriously, Spencer hadn't even been that good. Other than the sounds he'd made, sure, and the way his hand had fit just right once he got into it, there was nothing about Spencer that Jon couldn't get anywhere else, like, say, Adam. Shit, even Tom, if they were both drunk enough. And there was a super hot tech who went by the name of K, just K, not Kate or Katie or Kalie, just K, and seemed like she would probably consider having a thing with Jon. Really, there were options here, better options.

Jon was totally planning to pursue those options, stop playing with crap that was probably going to leave him jobless and with an historic case of blue balls, when Spencer came and sat next to him in one of the hotel lobbies. It was ass early, and Jon was just waiting to make sure Tom actually got himself on the TAI bus--if not, he'd make the tech bus wait--when Spencer took the next seat over and said, "You were-- You were pretty decent about that whole thing."

Jon frowned. "What?"

Spencer gave him a look that clearly asked if he could blame the brain damage on a congenital defect, but whatever, Spencer totally wasn't making any sense, so Jon just stared back, complacent. Spencer said, "Before. In the room."

Well, okay, Jon at least knew what they were talking about now, but, "Sure. Why wouldn't I be?"

"I just meant-- I mean, you didn't, like, tell. Or make fun, or anything."

"Um, no." Jon was pretty sure he was missing something--maybe several somethings--but he felt that the only thing that was really important at this moment was that he wasn't some kind of douche who laughed at people willing to have sex with him. And, for the most part, unless it was like, Pete, who kind of liked people swapping stories, Jon didn't talk much either. He had talked to Tom, sure, but that was different. Tom kept Jon's secrets. They had a blood oath--with real blood. "Look, not that I'm that much older than you, or anything, but seriously, you shouldn't be sleeping with people who are gonna say shit about you later. At least not more than once."

Spencer sighed. "So I keep trying to tell both Ryan and Brendon. I kinda thought I wasn't going to have much of a leg to stand on after-- But." Spencer looked down at his lap and then up again, at Jon. "I know I said-- I know what I said before, but, um. You wanna maybe grab lunch with us today? Brendon's kind of a spazz and totally talks with his mouth full, and Ryan's a total bitch about every fucking place we stop, but, y'know, it's kinda just them. If he sticks around, Brent's pretty normal." Spencer smiled a little.

Jon felt like his face was going to split open on his grin. "Dude, you've clearly never eaten with the techs. That'd be awesome."

Spencer's smile widened. Jon's heart beat funny for a moment. Spencer said, "'Kay, then. Guess I'll see you then."

"Yeah," Jon said. "Later."

***

Evidently, once Spencer Smith decided he liked you, he was a pretty awesome guy. For instance, despite Brendon's bizarre and uncanny musical brilliance, and Ryan's intense worship of all things scene and sometimes not-so-scene, it was Spencer who had a fairly comprehensive knowledge of rock music, even if the two of them didn't always agree on what was good and what wasn't. Spencer was also always funny when Jon least expected it, and when it was often least appropriate--and all the more funny for being so. Additionally, Spencer knew how to mix snack foods for the ultimate energy burst and was a total savant at keeping sugar-filled items from Brendon.

In general, Spencer Smith was so awesome that Jon decided quickly that he could never, ever suck Spencer's cock again. It was tragic, but when he enumerated his reasons, mostly, "I'm already falling," to Tom, Tom said, "Yeah, you should--" and just shook his head. He had clapped his hand to Jon's shoulder, squeezed, and Jon had sort of wished that there was more than just this, that Tom could be something that would distract him from the Spencer's of the world, from everyone, but it was useless. They'd tried and failed, and Jon wouldn't give up what he had, not just because nothing else worked.

He continued hanging out with the Panic guys, taking Brendon off their hands when it looked like he was getting to be too much--Jon had grown up with two older brothers; he could take a lot being thrown at him--playing with Ryan when they could find somewhere quiet enough, and lounging around with Spencer, bickering and playing video games and very stridently not falling in love, or anything.

Except, maybe a little, because the day Spencer tucked his chin over Jon's shoulder and said softly, "Hey, like, I know I wasn't any good, but I could totally get better," Jon swallowed something that felt the size of his head and said, "I-- I don't think that's such a good idea, Spence."

Spencer stiffened and pulled off and said, "Yeah, no. You're totally right," a smile Jon had never, ever seen on his face set in place.

Jon said, "Spence--"

But Spencer said, "I promised Brendon I'd see if I could get Ryan to agree with the new cover he wants to do. I gotta go. Later?"

But Spencer was out of the room by the time Jon could even start to agree.

***

It wasn't even that Jon was purposely avoiding the Panic guys; he actually wasn't. It was more that he felt like giving Spencer the chance to invite him back into that space was the less asshat-y way to go. But when they sent an ambassador, it wasn't Spencer. It was Ryan.

Ryan found Jon at a time when he knew Jon was likely to be hiding from everyone, playing guitar or taking pictures, maybe calling his mom or one of his brothers. On the day Ryan found him, Jon was lying on a patch of grass, staring into nothingness. Ryan dropped down beside him and said, "I gotta tell you, if this is your life without us, I think you need us, Jon Walker."

Jon rummaged up a smile. "Who said I didn't?"

"Spencer, but he lies like a fucking used cars salesman when he's freaked, which was how I totally knew something was up."

Given that Spencer didn't really lie any other time--discounting interviews, which were totally fair game--Jon could understand. "He okay?"

"You mean, other than the part where he got over his homosexual freak out after you sucked his cock and totally tried to be your boyfriend and you rejected him and now you think you can't even hang out with his band? Yeah, I think mostly he'll survive."

Ryan was Spencer's Tom, this Jon knew, but, "Uh. Can we go back to the homosexual freakout part?"

Ryan rolled onto his side, resting his head on his hand in order to give Jon the most deeply unimpressed look Jon had ever witnessed in his whole life leading up to that moment. After a second though, Ryan screwed up his face and said, "Wait, you really had no idea."

"Dude, I gave him a blowjob, he gave me a handjob. As things go, it was pretty gay. Not, like, the gayest thing I've ever done, but gay enough that I figured he was at least somewhat on the same page as me." Jon really didn't think he could be blamed too much for this assumption.

"Spencer hasn't. Done gayer things. He thought--" Ryan frowned. "Well, I'm not sure what he thought, but I don't think he thought it was going to end in, uh, this."

Jon sat up, mostly so that he could look down at Ryan, instead of up. "So. Wait. You said-- You said this was-- You said boyfriend."

Three seconds passed before Ryan managed, "Um. Yeah? He told you he could get better. What did you think he meant?"

Ryan looked a little angry, which Jon was starting to be able to parse, because, wow, evidently Jon had just turned down being boyfriends with Spencer. Also, had clearly made him feel sexually inadequate. Sheepishly, Jon admitted, "I kinda thought he was just, like, comfortable."

Ryan just looked at him.

"Y'know, and uh, wanted to...sharpen his skills. For when he found someone."

Slowly Ryan nodded. "Okay. I grant that you really couldn't have known this, but that thing you guys did? With the dressing room and the casual? That's totally not Spencer. You caused Spencer Smith to be totally out of character. Usually I can't even manage that."

"So, what you're saying is, in trying to avoid totally falling in love with your best friend and getting pretty fucked over when he decided to move on, I completely fucked up the chance to actually be with him?"

"That sums things up, yeah," Ryan said.

After a long minute, Jon asked, "Does he believe in second chances?"

Ryan said, "I was kind of hoping you'd be smart enough to ask."

"And if I hadn't?" Jon ventured, despite not being entirely sure he wanted to know.

"You wouldn't be smart enough for my best friend," Ryan said easily, and rolled to push himself off the ground. He started to walk off.

Jon called, "Wait. Aren't you going to--"

"Tell you what to do?" Ryan called back. Jon nodded. Ryan rolled his eyes. "Figure it out yourself."

Jon sighed. Tom would have totally helped Spencer out. Totally.

***

In the end, Jon "borrowed" the white board that Sisky was always using to leave messages like, "Jesus, assholes, at least throw your condoms in the trash," from the TAI bus and wrote, "Sorry I misunderstood. 7/11 next to the hotel, after the show?" He left it atop Spencer's drum set, just as Panic was about to go on. He knew it had been seen when it took about five beats longer than usual for Spencer to count them in.

***

Jon waved from the candy row, where he was having a serious debate between Junior Mints and York Peppermint Patty bites. When Spencer was close enough, he said, "You came."

"Ryan said that it was possible you were retarded and this was your version of a romantic rendezvous."

Fair. "Actually, it was just that I figured that everybody would be too lazy to go on a candy run with me. So it wouldn't, y'know, look weird."

"So, not retarded. That's one down." Spencer cocked his hips.

Jon said, "Junior Mints or York bites?"

"Snack or dessert?"

"Breath mint."

"Those chewy Ice Breaker things."

Jon pouted. "But those don't have chocolate."

Spencer lowered his voice and said, "Do you want me to kiss you until you come in your pants, or not?"

Jon shivered, his t-shirt, shorts, flip-flop combo no longer enough in the air-conditioning of the store. "Um. I thought I was going to be the one teaching you things."

"I know how to kiss, asshole. I'm not a virgin. Well, not, like, in the normal way."

"Boy-sex is totally normal, Spencer Smith." Jon grabbed the Ice Breakers from the shelf. "You want anything?"

Spencer grabbed a couple of Snickers. "For in between. We'll need our strength," he said solemnly.

Jon snorted, and grabbed a few more. "Just in case."

"Optimistic of you, Walker," Spencer said dryly.

"I have it on good authority you want to be my boyfriend," Jon said softly, so softly, he barely heard himself.

Spencer's eyes flashed for a second and he said, soft and very, very sharp, "I have it on good authority you think you could totally fall in love with me."

"Well then. If we don't get around to eating Snickers tonight, I guess there'll be other chances," Jon said, lightly, carefully.

Spencer drew in a breath and then smiled the smile Jon had seen him give Ryan and Brendon, but nobody, nobody else. He reached out and swiped the Snickers while Jon was busy being, er, distracted. Jon said, "Hey."

Spencer said, "You can get the mints. These are my treat."

"My, my," Jon said, "you sure do know how to treat a boy, Spencer Smith."

Spencer rolled his eyes and walked past Jon, straight on to flirt shamelessly with the cashier.

*

When they got back to Spencer's room there was a note from Ryan. Don't be stupid. Either of you. There were condoms by the note.

"Nice to know he cares," Jon said, and actually kind of meant it, for all that he was sure the tips of his hair were flushed.

"He doesn't bother with most people," Spencer said bluntly.

Jon was pretty sure it was some kind of approbation, but he didn't really want to talk. "You promised me kissing." He had diligently popped one breath mint after another on the walk back.

Spencer said, "Subtle," and pushed Jon backward onto the bed. Jon's knees hit and he sat down, but Spencer just made shooing motions. "Up, up."

Jon moved back until his back hit the headboard. Spencer toed off his own shoes, stole Jon's flip-flops from right off his feet and then moved to straddle Jon. Jon murmured, "Good start," and allowed his hands to wander to Spencer's hips, resting there.

Spencer looked down at them like he was considering telling Jon he wasn't allowed, but then seemingly decided against it. Instead he used his own hand to tip Jon's face up, lowering himself into the barest brush of lips. Despite the urge to follow Spencer as he retreated, Jon stayed where he was, let Spencer control things. Spencer continued to tease him, lips just sort of everywhere, until he came in quick and deep, and Jon gasped, arching up into Spencer's kiss, his own tongue instinctively moving up to tangle with Spencer's. Spencer lowered his body, grinding against Jon and they both moaned into the kiss. It was messy now, wet and frantic and Jon wasn't really sure Spencer had control at all anymore, but he really didn't care. If the thought didn't involve Spencer's mouth or his cock, Jon couldn't be bothered at the moment.

Spencer pulled off and panted. "You-- What I said. In the store."

"Wha?" Jon tried to get Spencer's mouth back, to no avail. He was tenacious when he chose to be.

"About. About coming. Pants."

"Oh." Jon smiled. Yeah.

Spencer said, "Don't."

"But--"

"Don't," Spencer repeated again, more firmly this time and Jon just made a disappointed noise when Spencer lowered his mouth and went back to his clearly systematic torture of Jon, who had never been taught the techniques to resist these sorts of things. Jon shuddered when Spencer slipped his hands underneath the hem of Jon's t-shirt. He did the same, figuring payback was a bitch, and he was fine with that. He learned the map of Spencer's back, the planes of his front before divesting Spencer of his shirt entirely, playing with his nipples, since he found even the barest pinch could make Spencer squirm in the best of ways. Spencer, meanwhile, had found the patch of Jon's lower back that could make him purr like a cat and was going at it, relentless and with no thought to mercy.

Spencer pulled completely off, and Jon just had time to say, "Hey," when Spencer was tugging him down into a lying position by the waistband of his shorts and then trying to get rid of said apparel. Jon shifted up to help Spencer pull them past his hips, over his knees, the boxers coming with. Once Spencer had Jon naked, though, he faltered, less sure than he had been before. Jon said, "Hey, just. You too, your jeans too."

"Oh." Spencer nodded. "Sure." He plucked the button of his jeans open and slid them and his underwear down, discarding them onto the floor. Jon took a moment just to appreciate. Spencer said, "Right, so. What now?" and when Jon looked up, he saw that Spencer wasn't looking at him, that his cheeks burned a dull red.

"You were the one who told me not to come," Jon said, making it a gentle challenge, rather than an outright dare. "What did you want?"

Spencer's eyes flickered to Jon's cock, his tongue darting out over his lips, but all he said was a somewhat belligerent, "You get the part where I've never really done this before, right?"

"It's hot," Jon said. It actually sort of was, which was weird, because normally he found having to help someone figure things out pretty boring, but there was nothing boring about Spencer Smith.

Spencer said, "Whatever. If it's awful, you can't say I didn't warn you." With that disclaimer, he bent over onto his hands and ran an exploratory lick along one side of Jon's cock.

"Nice start," Jon said, and if his voice was a little higher than usual, these things happened. He blinked a little, made himself focus. "Just. I mean, you've had it done. What felt the best?"

Spencer sucked a little at the head, very clearly unsure, trying it out. Jon said, "Spence, please, just. More. I'm not-- Like, you know the equipment. It's not that breakable."

Spencer clamped down at that, hard enough that, okay, it kind of did hurt, but not in any way that Jon was going to complain about. When he could he asked, "Think you can-- Breathe through your nose a couple of times," he waited, made himself count, "yeah, like that. Now try and take a little more. Not so much so you--"

Spencer gagged and pulled off. "Sorry," he said between coughs, "sorry."

Jon petted at the nearest patch of skin he could find--Spencer's knee--and said, "Everyone does that."

Spencer took a deep breath and said, "Okay. Okay," before leaning over, and trying again. Jon closed his eyes, let himself melt into the awesomeness that was his cock in Spencer's mouth. Spencer cautiously tried to go a bit deeper. He was probably just busy concentrating on not gagging, but his teeth came out a bit, scraping slightly along Jon's cock and Jon couldn't help the noise that came out of him. Spencer immediately sheathed his teeth, patted Jon's hip clumsily in a non-verbal apology.

Jon blinked the moisture from his eyes and said, "No prob." Then, trying his hardest not to buck into Spencer's mouth, "Spence, could you use your hand? Like I did? Around the base?"

Spencer brought his hand up and wrapped it around, not quite tightly enough at first, and then, as if remembering the previous time, he squeezed. Jon said, "Oh yeah, yeah, Jesus, Spencer."

Spencer went at it for a little while longer, Jon trying to breathe, trying not to do anything that would throw Spencer off. Spencer took his mouth off then and said, "Jon?"

"Uh?" Jon managed.

"Um. My jaw's kinda--"

"Yeah," Jon remembered his first time, how he hadn't even wanted to eat the next day. "Yeah, no, that's--" Jon spit on his hand and brought it down to his cock, closing his eyes and thinking of the moment before, with Spencer sucking him.

Spencer said, "I could--" but Jon was already there, having held off more because he didn't want to come in Spencer's mouth his first time than anything else. Jon could swallow now, but that had taken a while, and he didn't really want to be a complete asshole like that. When he opened his eyes, loose and sated and pleased, Spencer was watching him, pupils huge. Jon smiled. "Never done that, either, huh?"

Spencer shook his head. Jon said, "Do I get to watch, now?"

"Um." Spencer blinked, but he spit in his palm, and wrapped his hand over his cock. He started slowly, gently, caressing his thumb over the head, his rhythm little more than a pulse. Then he widened the stance of his thighs, getting into it a little more, bringing his other hand down to fondle at his balls. Spencer kept his gaze on Jon the whole time, but Jon only barely noticed, far, far too intent on the length of Spencer's fingers, the way they took the girth of his cock, the way Spencer's breathy, cut-off moans were in time with every jerk, became more intense as Spencer went at it harder.

It hadn't been long enough--not nearly long enough when Spencer asked, "Jon. Jon, can I-- On you?"

Jon just stretched his chest out as best he could and Spencer groaned, "Jon," before coming, spilling himself over Jon's chest, his stomach. When Spencer was done, leaning over and breathing, he peeked out from underneath his bangs, looking at Jon. Jon smiled at him, sure he looked way, way too pleased with himself. Spencer just laughed a bit in return, but he looked more at ease, definitely happy.

"Snickers, then shower?" Jon asked.

"I like a man who can come up with a plan," Spencer told him, face entirely straight.

"I'm a planner," Jon said, and worked on pulling them both out of the bed.

***

They'd taken the Snickers part of the evening slow, and by the time they got into the shower, Spencer was able to make good on his promise to make Jon come just with kissing. Well, kissing and a little cock-on-cock action, but whatever, Jon wasn't complaining about technique, that was for fucking sure.

They'd tumbled into bed after that, still damp, but clean and exhausted. Jon woke up to Ryan saying, "Spence, I set the alarm for a reason."

Jon blinked his eyes open, and couldn't help smiling upon finding that Spencer was as much a natural cuddler as Jon was. They were twisted up in each other, the sheets and spread wholly tangled around them. Ryan saw the smile and said, "Yeah, yeah, yeah. The tech bus totally left without you, asshole, so you're riding the openers bus, and nobody's all that pleased that you're holding us up."

Ryan was smiling, though, so Jon got the feeling that, much like everything else with Ryan, his bark was worse than his bite. Spencer murmured, "He likes you," into Jon's collarbone.

"Mmm?" Jon asked.

"He would have pulled anyone else out of bed, naked bits and all."

Ryan was rolling his eyes. Jon just asked, "And is this a good thing?"

Spencer opened his eyes then, waking up enough to look straight at Jon. After a long moment, he smiled. "Yeah. Yeah, it's a good thing."