All I Want Brendon/Spencer R 2/2

[cloudlessclimes]

Brendon thwacks him in the shoulder then leans over the seat to give the driver his address. In the rear view mirror, Spencer can see the annoyed look on the guy's face, and looks at Brendon who shrugs and gives an apologetic smile. The driver puts the car in gear and Brendon sinks back into the seat. “So,” he says, smiling at Spencer, "you don't sound like you're from Chicago.”

“That's because I'm not.” Spencer watches as the 7-11 disappears, their empty slurpee cups left abandoned in the lot. His long fingers drum a rhythm against the upholstery.

“Spencer! I am trying to start a conversation here! You are not co-operating. Let's try that again,” Brendon pouts and shifts so he's turned towards Spencer, “So, Hi Spencer Smith-where are you from, what brings you to Chicago?”

Snorting out a small laugh, Spencer licks his lips and says, “Hi Brendon Urie, I am currently a junior, majoring in business at DePaul and I am originally from Las Vegas,” in his best anchorman voice.

“Oh my god! Shut up! Seriously?” Brendon's eyes widen in surprise.

“What? Seriously, I'm from Vegas. What's wrong with being from Vegas?” Spencer feels stupidly defensive of his home town.

“Nothing's wrong with Vegas! I'm from Vegas! Summerlin!” The grin on Brendon's face threatens to split his face.

“No way!” Spencer exclaims and points at himself, “The Hills, South,” smiling at Brendon.

“Dude! Dude! The Vistas!” He points at himself and then squeezes Spencer's hand, threading their fingers together on the seat between them. “What High School did you go to?”

“Go Spartans,” Spencer says blandly, raising his free arm and doing a lackluster fist pump.

Brendon makes a face, “Cimmeron-Memorial?” he shakes his head sadly, “Jock central.” He smiles again and makes a peace sign, “Panther Power!”

“Palo Verde, right? You guys had a really good drum corps.” Spencer says thoughtfully, and then stops talking when the cab comes to a stop under the El tracks. They haven't even been in the car five minutes. He raises a curious eyebrow at Brendon.

Shuffling through his bag, Brendon takes out a twenty and foists it at the driver, flapping a hand for him to keep the change from the five dollar fare. “Dude, you insisted we take a cab.”

“To the El?” Spencer sounds baffled.

“No, I live here,” Brendon nods out the window as he slips the straps to his pack over his shoulders and gets out of the cab.

Spencer opens the door and stretches his long legs before standing on the sidewalk, looking up at the tracks and then at the storefronts. “Okay,” Spencer shrugs and stuffs his hands in his pockets.

As if on cue, Brendon's stomach growls loudly making them both laugh, “C'mon Spencer Smith I am about to introduce you to El Burrito Mexicano, or as I like to call it Taco-Burrito Number Three, and your life will never be the same again!” The glass door to the shop is beaded with condensation as Spencer holds it open with his palm, allowing Brendon to walk through first.

“Number Three huh? What happened to One and Two?” Spencer is shaking his head and laughing as they join the small line along the counter.

Brendon affects a comically sad expression, “They were crushed by the sheer weight of Number Three's awesome.”

“Ah, of course,” Spencer nods as if that's a perfectly reasonable explanation. He squints at the huge menu board behind the counter, trying to decide what he wants to eat.

“Hola Senorita Brendon!” a short chubby man calls from where he's filling tacos with chicken and salsa and other tasty things. He swipes his arm across his sweaty forehead and then wipes his hands on the white apron that's tied securely around his wide middle.

Brendon and Spencer are next to order and Brendon hops up onto the counter. Ignoring the skinny kid at the register, Brendon holds his arms out, “Hola Miguel!” and giggles as the cook leans over to give Brendon an enthusiastic hug and peck on the cheek.

“The usual?” Miguel wipes his hands on his apron once more and goes back to prepping food.

Brendon says, “You know it!” and gives a coy wink. “Oh, you better make it a double.” He adds, hooking a thumb over his shoulder at Spencer.

“Brendon,” Miguel pouts and shakes his head sadly, “you are trying to break my heart?”

“Nah,” Brendon waves dismissively, “man, you know you will always hold the burrito and guac shaped key to my heart!” He grins wide, and Miguel rolls his eyes and gets busy preparing their order.

Opening his mouth to make his own order, Spencer is stopped short by Brendon taking his hand and pulling him outside, “So, you and me and Vegas, talk about fate.”

Spencer laughs and leans against the brickwork, listening to the clack-clack-clack of the train passing above their heads. “I dunno. I mean I never really thought about it before.”

“I looked for you,” Brendon admits quietly.

“What?” Spencer turns to face Brendon where he's come to lean against the storefront, sliding his fingertips along the glass.

Brendon's lashes flutter, “Um, after, you know...that night? I thought okay, he's a jogger. Joggers are pretty set with like, schedules and routes and that shit, but you weren't there.”

“Um, yeah. Not a jogger. Not really, anyway. Sometimes I get stuck on a problem set or whatever, and I go for a run. Clears my head,” he shrugs.

“So, I guess you don't get stuck all that much, huh?” Brendon extends a finger to trace the metallic line of Spencer' s coat zipper. “But, two days later, I'm sore and sad and thinking maybe I'll just go home instead of doing my stupid little show for the tenth time and...there you were! See? Fate,” Brendon nods and watches his finger go up and down up and down.

“Yeah. Maybe. Maybe, I want to believe in fate,” Spencer's voice is low and rough when he circles Brendon's wrist with his fingers, stilling his slow, hypnotic movement. They stand there in the glow of the store light, so close they can feel every one of each other's breaths.

The quiet is interrupted by the bell over the door as the skinny kid from the front counter holds a giant paper bag out to Brendon. They jump apart quickly, and Brendon almost shouts, “Gracias!” and Spencer takes the bag, smiling his thanks.

They turn away from the restaurant and Spencer shifts the bag to his hip, aware that the grease is seeping through the paper and slicking his hands, “So, you know you didn't pay for any of this, right?”

Rolling his eyes, Brendon shrugs and says, “Miguel loves me. He loves to feed me. Seriously I think he's one of those, what are they called? Feeders or something?” He stops and digs around in the pocket of his back pack, extracting a giant fluffy, sparkly ring of keys. “Besides,” he says, twirling the keys around his fingers, “He knows where I live,” smiling brightly, he turns to the door beside the Mexican place and puts a key in the lock.

“Oh,” Spencer seems to be spending an awful lot of this night feeling sort of stupid and like he doesn't know what's going on. Brendon opens the graffiti covered door and heads inside. “Uh, so how come you left Vegas?” he asks to Brendon's back as they trudge up a small, dark, steeply pitched set of stairs.

Smiling over his shoulder, Brendon answers, “Vegas has no romance. Also? A one way ticket to Chicago was as far as I could afford to flee with the money from my piggy bank.” He stops when he reaches the landing.

Spencer looks up and has three thoughts in rapid succession: Wall, Tattoos and I Am Going to Die. Standing at the top of the stairs, blocking their way, is a large man, heavily tattooed arms crossed over his wide chest, and he's glaring daggers at Spencer.

“Everything okay, little man?” The guy asks Brendon, his eyes never straying from where they're boring into Spencer.

Brendon fist bumps with the guy and says, “All things go, Zack. This is my new friend, Spencer Smith. Spencer this is Zack Hall.”

Spencer does his best to smile and takes the guy's hand, trying not to yelp as his fingers are crushed between two meaty paws. “Nice to meet you,” he grits out between his clenched teeth.

“Same,” Zack says, but he's still staring at Spencer like he's imagining what his head will look like on a spike.

“Zack is a bouncer at Cobra Starship,” Brendon supplies helpfully. “And Zack, Spencer is the very nice man who defended my honor when those frat boy assholes tried to get more than they paid for the other night.” Brendon hooks his arm through Spencer's and beams.

Zack's expression softens when he looks at Brendon, “Ah, cool. Good to know someone's looking out for you, Bren.” He raises fingers to his brow in salute and then turns to go back into his apartment.

Brendon takes out his keys again and opens his own door, “Home sweet hovel,” he says, ushering Spencer into the apartment with a wide sweep of his arm. It's little more than a room, really. Impossibly tiny with a single bed pushed up against one wall and a counter under a dirty window. There's a microwave and a toaster oven on top of the counter, and a bar fridge in beneath the sink. Everything is neat and tidy.

As Spencer looks around the room he takes in the amazing array of instruments tucked in at one end of the bed; acoustic guitar, electric guitar, a bass, a cello and a keyboard are all either stacked or leaning against the wall. At the other end is a tiny make up table, filled with brushes and cotton swabs and pallets of eyeshadow and blush. Hooks on the wall are spilling feather boas and slinky sequined dresses. “Make yourself at home, and I'll get us some plates.” Brendon squeezes Spencer's arm and takes the paper bag from him.

Spencer brushes his fingers over the quilt covering Brendon's small bed. Bright squares of yellow,red and blue fabric have been sewn together with careful stitches, and it makes Spencer smile, as does the old and almost unrecognizable Curious George that's perched on Brendon's pillow. He stands in front of the make up table and stares at the Disney Princesses stool for a second and then says, “So, when did you know?”

“Huh?” Brendon turns from tearing paper and foil off the burritos to see what Spencer's doing. “Oh, well, you know, it's not like I'm a woman trapped in a man's body or something.” Brendon giggles nervously, licking his fingers as he places the Mexican food on mismatched plates. “Not that there's anything wrong with that. I'm just a guy who likes to wear make up and dresses every once in a while.”

“Dude looks like a lady?” Spencer's mental filter seems to be irreparably broken. He's blaming the super strong pot Jon had scored earlier in the week.

But Brendon just laughs and grabs knives and forks, bringing the food over to the bed and motioning for Spencer to take a seat. “Something like that. I mean I'm the youngest of nine, right?” Brendon pauses and smirks as Spencer's eyebrows hit his hairline. “And my older sisters, they liked to dress me up in their little doll dresses and doll make up and whatever.” He gestures back at the make up table before scooping up some guacamole with a tortilla chip and shoving the entire thing into his mouth.

Spencer picks up his burrito, staring at it for a second, “I have two little sisters,” he says by way of sympathy.

“Yeah?” Brendon nods, crunching down on another chip. “So, I guess it was okay for them to dress me up. Wasn't supposed to like it, though.” Brendon takes a bite of his own burrito, chewing methodically, and wiping his wrist across his mouth.

Spencer's mouth quirks up, but the look in Brendon's eyes, shuttered and flat, keeps him from smiling. “So you...I mean...why do you like it?”

Brendon shrugs, shredding the top of the greasy paper bag the tortilla chips are in. “I dunno. I mean, I guess it makes me feel pretty?” He dumps a handful of chips onto Spencer's plate. “It sounds stupid, but like, who doesn't want to look pretty, you know? And it definitely helps to pay the bills, which allows me to live in the style to which I've become accustomed.” Brendon's smile is real, reaching his eyes as he take another huge bite of food. “You'd look awesome with some eyeliner and mascara.”

Choking a little on his mouthful of food, Spencer nods gratefully when Brendon hands over a paper towel and thumps him on the back a few times. “Really? You think so?” He swallows and just stares at Brendon.

“Totally, man. Make those freaky husky dog eyes of yours pop!” Brendon fans his hands around Spencer's face, wriggling his fingers. “You wanna try it?” There's a challenge in his dark eyes.

Blinking stupidly for a beat, Spencer says, “Um...I dunno I never really thought about it before...” Something about the hopeful look on Brendon's face makes Spencer's stomach clench around his partially eaten dinner.

Brendon sets his plate down and bounces up onto his knees, leaning forward and brushing Spencer's hair out of his eyes. “Oh man, it'll be awesome, trust me. I am a fully licensed cosmetologist, thank you very much Maricopa Beauty College.”

“Seriously?” Spencer ducks away from Brendon's touch, laughing.

“Hey, beauty is serious business, mister!” Brendon tugs on Spencer's plate, setting it on the floor beside his own, and the poking and generally annoying Spencer until he stands up. He allows himself to be plonked onto the pink stool, and laughs as Brendon stands in front of him, appraising.

He taps a thoughtful finger to his his chin, and then says slowly, “Okay, I think I got it,” and then Brendon sits himself down in Spencer's lap, legs dangling on either side of Spencer's hips.

“Hey!” Spencer exclaims on the breath of air that is knocked from his lungs when Brendon takes a seat.

Scowling, Brendon says, “Dude, what do you want from me? If I sit on the end of the bed, you're totally blocking all my shit. And if I stand I can't really see what I'm doing. Trust me, a liner pencil to the eyeball is no one's friend.” He stretches and leans over, picking up some things from the table top. Spencer's hands come out to steady him and he squirms a little when the pads of his thumbs skate across the slippery silk material of Brendon's underpants, which Spencer had almost forgotten about.

“Just do what I tell you and we'll get along fine!” Brendon says brightly. “Jesus, will you sit still?” Brendon wiggles his ass and frowns at Spencer. “And hold these,” He grabs Spencer's wrist and shoves some brushes and tiny containers into his hand. “Now, let's get down to business. Close your eyes.”

Huffing out a breath, Spencer mumbles “Fine,” rolling his eyes and then closing them. Brendon shifts his weight, shuffling minutely closer until his knees are bracketing Spencer's hips. Spencer swallows hard at the feeling of Brendon's warm breath ghosting across his chin. The warmth of Brendon's hand against Spencer's cheek makes Spencer light headed and he feels dizzy.

Brendon strokes a reassuring thumb across Spencer's brow bone, “Hey,” his voice is pitched low and close to Spencer's ear, “Relax, okay?” his finger slides from Spencer's eyebrow along his nose and across where his beard covers his cheek bone, “Trust me.”

“Sorry, sorry,” Spencer smile is nervous, and he tries to still his twitching. He feels Brendon's fingers, gentle on his brow and eyelid, and the alien feeling of what he assumes is the eyeliner tracing over his lash line.

Brendon sits back on Spencer's knees and says, “Okay, now open your eyes.”

Exhaling a long breath and slouching slightly, Spencer blinks his eyes open, to see Brendon's wide brown eyes so close he can see the swirls of light cinnamon and gold flecks around his pupils. “Uh...” Spencer says.

“Look up,” Brendon directs softly, resting one hand on Spencer's shoulder. “No no no, not tilt your head up,” he laughs and puts his hands just below Spencer's ears, angling his head back down, “Look up.”

Spencer frowns for a second, his heart beating loudly in his ears at the gentle touch of Brendon's fingers over the sensitive skin of his neck, then he rolls his eyes upwards. He tries not to flinch or squint when he sees Brendon bring the dark pencil to his lower lid. Brendon shifts a little and Spencer's hands grip harder at his hips, the movement causing Spencer's fingertips to slip from the waistband of Brendon's underwear and onto his back. They both freeze for a second, and then Brendon shakes his head, biting his lip when he smiles, and starts to line the lower lid of Spencer's other eye.

“Okay,” Brendon sits back a little, surveying his work so far. He squints and tilts his head from side to side, “Next,” he lowers his hand from Spencer's face and trails it playfully down Spencer's arm. “Spencer, you gotta let go.” His voice is amused but patient as he tries to ease Spencer's right hand from its death grip on his hip.

Brendon manages to open Spencer' fingers, take the tube of mascara out of his sweaty grip and replace it with the liner pencil. “Shit, sorry,” Spencer ducks his head and stares at his hand where Brendon has replaced it at his hip. “Where'd you get all this stuff anyway, Walgreens?”

Stopping cold, mascara wand raised half way to Spencer's face, Brendon looks scandalized, “Are you serious?”

Shrugging his shoulders and tightening his grip on Brendon's waist, Spencer says, “Dude, my idea of beauty supplies is like, Head & Shoulders and Irish Spring, okay?"

Brendon laughs at Spencer's disgruntled expression, “Head & Shoulders is very flamboyant,” Spencer snorts and Brendon laughs and pats his arm reassuringly, “Anyway to answer your question; I work at the MAC store on Armitage. No way would I be able to afford all this shit, otherwise,” he busies himself wiping excess mascara off the brush and onto the mouth of the tube, “You should come visit me,” he says softly, shrugging like it's no big deal.

“Dude, my girlfriend would love that!” Spencer tries to open his eyes really wide without moving his head or opening his mouth like a gasping fish. He's afraid he'll look stupid. But then he thinks about where he is and what he's doing, and a quick dart of his eyes to the mirror beside him is totally worth the whack to the arm Brendon gives him because it confirms that basically, he'll look stupid no matter what.

The mascara wand pauses at the very corner of Spencer's eye, and he tries not to wince. Brendon freezes, licks his lips, and asks, 'Girlfriend?” His voice rises at the end of the word and he swallows thickly.

“Shit,” Spencer pets his hand against Brendon's back and stills him from where he's trying to scramble out of Spencer's lap. “Ex-girlfriend. My ex-girlfriend, Haley. We broke up a while ago because I finally figured out that I'm...” he waves a hand at himself and blows out a breath. “Anyway, she loves MAC is all I was trying to say,” he shrugs, a small nervous gesture, like his shirt is too tight across his shoulders.

“Oh,” Brendon chuckles and scoots forward, his thighs dragging against Spencer's, “Cool. Um, okay. Tell her to come by and I'll hook her up.” He twists the wand back into the container and stares at it in his hands. “I'm not...” he starts and takes a deep breath, “I don't think I want to be anyone's experiment,” he says quietly.

The hurt Spencer sees in Brendon's eyes before he ducks his head makes all the blood rush from Spencer's face. “Brendon, that's not why-I'm...you're not-I'm not experimenting. I promise,” he leans over to set the brushes on the make up table and runs his hands up Brendon's arms. “I promise,” lifting Brendon's head with a finger under his chin, Spencer looks Brendon in the eye when he speaks, “The only experimenting I'm doing here is with color palettes or whatever the fuck that shit you're putting on my face is called. Okay?”

Brendon reaches over to pick up the brushes Spencer discarded, “Okay,” Spencer can't see his face at first, his hair has fallen forward to cover it, but when he turns around and resettles himself in Spencer's lap, his smile is bright and honest. “I just wanted to put that out there."

“Fair enough,” Spencer gives a one shouldered shrug in acknowledgment. “So, like are we almost done here? My knees are kind of falling asleep.”

Brendon snorts through his nose, bringing the mascara wand to Spencer's eye again, “Fuck you, I'm as light as a feather,” but he schools his expression into something that clearly reads as getting down to business and commences swiping the brush through Spencer's lashes with careful strokes.

“More like a hundred and thirty pounds of feathers,” Spencer bobbles his legs from side to side, pretending to buck Brendon off.

Giggling, Brendon squeezes Spencer's shoulder with one hand and waves the mascara wand around with the other, “Hey! Dude! I could have blinded you. And we'd be done by now if you'd stop fucking around!”

Spencer glances warily at the mascara brush out of the corner of his eye and licks his lips, “Shit, seriously? Okay.” He smiles and then goes perfectly, passively still.

“That's more like it,” Brendon's face smooths into a mask of seriousness as he carefully draws the brush through Spencer's long lashes and lightly drags the tip of his little finger along the previously drawn line of kohl, smudging it slightly. “Okay, now, lemme just...” He says more to himself than Spencer as he shuffles around on the table top, snagging a clear plastic tube.

Spencer blinks and tries to dart away from Brendon, who just crowds up closer to him, brandishing the tube, “Wait, wait, is that shit like strawberry scented or something? We never said anything about lip gloss.”

“Seriously? You're drawing the line at motherfucking lip gloss? And we never drew any lines, man. Besides, does this look like your sister's lip gloss? This, Spencer Smith, is very manly, very clear, very unscented lip gloss. Think of it as...flamboyant chapstick.” Brendon is amused by his own genius. Spencer is considerably less amused, but sighs and sits back, waiting for Brendon to finish.

Brendon squeezes a dollop of the gloss onto his fingertip and leans forward to dab it carefully across the fullness of Spencer's bottom lip. He's very very close, right there kind of close. It's very...distracting. And he's touching Spencer's lip, feather light and precise and that's...distracting too. So Spencer tries to even out his breathing, and think about dank decaying disgusting things so Brendon. who is sitting very very close, and in Spencer's lap. won't be able to tell how very very distracting he is. And finally, after what seems to be a small eternity, Brendon sits back, closes the lip gloss tube and claps, looking self satisfied and accomplished. “So pretty,” he sighs, cocking his head to one side.

“Yeah,” Spencer scoffs, but turns to look at himself in the mirror. His entire life, people have fawned and cooed over his blue blue eyes and to be honest, he's never really seen what the big deal is. Everyone in his family has blue eyes and it's always just been the way it is. But now, eyes rimmed in dark liner, and his normally light lashes tinted black, and hell, even the shine of his lips surrounded by his neatly trimmed beard, well yeah, Spencer can admit he's sort of maybe a little bit hot. “Huh,” he says, one eyebrow raised in surprise at his own reflection, “Not bad.”

“Not bad?” Brendon asks, incredulous, “You're so pretty, Spencer, for real. I know from pretty, okay?”

Spencer just laughs, “Yeah, okay I'm a pretty princess. Now can you get the fuck off me? I'd like to be a pretty princess who can walk.” He shoves Brendon a little, and Brendon just goes with it, sliding off Spencer's lap onto the floor.

“You just wanted someone to gaze up at you adoringly,” Brendon says, making his eyes comically wide and bringing his folded hands to his chin while sighing exaggeratedly and fluttering his eyelashes.

Reaching out and shoving at Brendon with the toe of his sneaker, and trying to rub away the pins and needles in his thighs, Spencer says, “No, what I want is for someone to bring me my burrito.”

“Oh, shit! Yeah, I'll reheat them. You can,” Brendon flaps a hand at the DVDs and CDs in a small pile at one corner of the make up table, “Like, pick a DVD we can watch on my laptop, if you want.” Brendon picks up their plates and crosses the room to the microwave.

Spencer asks, “What's Singin' in the Rain?” as he squints to read the title along the DVD's spine.

Finger poised to set the microwave timer, Brendon stops to stare open mouthed at Spencer, “What's Singin' in the Rain?”

“Yeah, it's not some freaky fetish porn or something is it?” Spencer snorts and picks up the case.

“Oh my God!” Brendon quickly hits start and then hustles over to the bed, flopping down beside Spencer, “Oh my actual God, Spencer. You did not just say that to me!” He grabs the DVD out of Spencer's hands and hugs it to his chest. “Singin' in the Rain is one of the best movies, ever! There's singing--in the rain, even-- and dancing, and Gene Kelly is hot, and Donald O'Connor is hilarious, and Debbie Reynolds is Princess Leia's mother, for your information. Jesus, how can you not know what Singin' in the Rain is?” Brendon pets the box and mutters “Fetish porn, oh my God,” under his breath.

Spencer blinks slowly, trying to take in every word of Brendon's tirade. “Um, my mom's favorite movie is Die Hard, okay? So, we gonna watch it, or what? Get me all educated in the ways of the musical?” He elbows Brendon, “I thought Barbara Streisand and um, what's her name, the chick who played Dorothy in The Wizard of Oz, were more popular amongst our people?”

“I'm going to ignore that our people crack, and your frightening need rely on stereotypes. Instead, I'm going to give you my laptop,” Brendon leans over the edge of the bed and roots around beneath it for a few seconds, before hoisting his Macbook and plunking it into Spencer's lap. “And you're going to get the DVD started. I'm gonna get the food,” and just as he finishes talking, the microwave starts beeping.

Brendon carefully sets the plates on the tiny counter and reaches into the fridge, “Spencer, I must really, really like you,” his cheeks pink and his smile widens when he talks, “I have a grand total of two beers here, and I'm going to share one with you, out of the goodness of my heart.” He smiles and hands Spencer the bottle, then plops back down beside him, back leaning against the wall, mirroring Spencer's posture.

“Thanks, I...I like you too,” Spencer's smile is as wide as Brendon's, and they stare at each other, leaning close. Spencer licks his lips and Brendon bites his and then they both startle apart when the familiar lion roar over the MGM title booms out of the computer's speakers. “Uh, cheers,” Spencer laughs lamely and clinks the neck of his bottle with Brendon's.

Spencer can't help the smile that is straining his cheeks as he listens to Brendon spout facts and trivia about the movie they're watching. Well, supposed to be watching. Spencer is mostly watching Brendon. He has counted all the freckles that are spattered across Brendon's nose. He's memorized and calculated the exact angle at which a jagged scar slants through his right eyebrow. He's frowned at the dark scab on his lip and mottled bruising on Brendon's cheek. As Brendon talks, head turning from the laptop screen nestled between them to look at Spencer, hands waving as he makes a point, he manages to move closer and closer, until they're touching from hip to ankle. Spencer wriggles a little and manages to slide his hand between the wall and Brendon's waist, and it might be a little like the old yawn and stretch in the movie theater move, but Brendon's still smiling so Spencer isn't even a little bit sorry.

It seems to be the cue Brendon had been waiting for, because he snuggles in, hooking his arm through Spencer's and leaning his head against Spencer's shoulder. He sighs, a happy little sound deep in his chest, and Spencer's hand comes up to thread through Brendon's hair.

“Okay, I guess I see why you like this movie. It's actually pretty good.” Spencer's voice is a sleepy rumble.

“Mmm hmm. You know, I know he's totally old or dead or whatever, but I would totally give up my V-card to Gene Kelly, man.” Brendon tilts his head back into Spencer's touch and then freezes.

Spencer's hand falls to the back of Brendon's neck, playing idly with the tag at his collar. “Um, V-card?”

Brendon is silent for long, painful seconds. Spencer watches the rise and fall and rise and fall and rise and fall of his chest. “Um, yeah so, surprise!” Brendon holds his hands up to his face, giving Spencer his best spirit fingers, “I'm totally a big gay virgin who can't drive.” He tries to make a joke but his eyes are nervous and imploring, and his uncomfortable giggle peters away to nothing when he folds his hands in his lap."Twenty one years old and never been fucked."

Without saying a word, Spencer sets the laptop onto the bed. He quirks an encouraging eyebrow at Brendon and says, “Yeah, I kinda got that.”

“So, like I know people think I'm...” Brendon raises a shoulder towards the make up table and costumes, “Sexy and flirty and stuff. But it's an act, right?” He scratches is nose and looks at the laptop and the movie scene. “I'm actually kind of a loser.”

“You are!” Spencer exclaims, “Um, sexy and flirty, I mean,” he corrects when he sees Brendon's eyes turn flat and cold. “You're totally sexy and flirty.” Spencer leans forward and takes Brendon's hand in his, “Okay?”

Brendon spends a long time looking at their joined hands, "Okay," he says.

They sit in silence, and Spencer watches Brendon nervously pick at stray threads in the quilt. "Um, so can I ask you something?"

"Sure," Brendon shrugs and finally looks at Spencer.

Spencer licks his lips and swallows, "So um, like," a tiny, nervous laugh escapes through his nose, "is there, you know any reason why you..." he squeezes Brendon's fingers.

"Stubbornly cling to my maidenly virtue?" Brendon's smile is wide and insincere and his jaw is set at a defiant angle.

"Look, it was just a question I didn't mean..."

Brendon sighs and brings his knees up to his chest, setting their joined hands against his thigh, "Nah, nah, it's cool. Mostly? No one was interested. I really was a loser. A total hyper spaz who annoyed the shit out of everyone. My sister was basically my only real friend, but then she graduated," he shrugs nonchalantly, "Seriously, I got no play in high school."

"I really don't get why anyone would want to go to their high school reunion. Seriously, anyone with a brain wants to get the fuck out and never look back, right?" Spencer smiles encouragingly, knocking his shoulder into Brendon's.

Nodding enthusiastically, Brendon takes a steadying breath and continues, "So, I graduate, I get into beauty school, R.I.P. Mormon band geek."

"And then you moved to Chicago?"

"Yeah," Brendon rests his cheek against his raised knees, "And well, people want to fuck that," he motions with his chin towards his make up table again, "Not the real me, you know?"

Confused, Spencer raises an eyebrow and untangles their hands to scratch thoughtfully through his beard, "But, all that stuff," he echoes Brendon's movement, indicating the make up and costumes, "Isn't that a part of you, too?"

"Kind of? Maybe," Brendon reaches for Spencer's hand, tangling their fingers again, "But, like, no one's ever been interested in all of me, I guess? So, it just got easier to, you know...not..."

"Yeah." Spencer bites his lip, feeling like maybe he's made Brendon admit something he wasn't ready to admit.

Brendon snorts and says, "Someday, my prince will come. And in the meantime I get the satisfaction of knowing my parents think I'm a big giant hobag, but I'm stubbornly virginal." Spencer wishes he knew what to say, but he just looks between them, at the way their fingers fit together against the bright colors of Brendon's quilt. “Can we just forget this conversation ever happened?” Brendon asks over-enthusiastically, settling the laptop onto his thigh, but not letting go of Spencer's hand.

“Totally. I need to find out if Don ever gets his head out of his ass and realizes he's in love with Kathy.” Spencer smiles at Brendon, squeezing where they've got their fingers threaded together.

Brendon smiles back, a little wanly, then swallows, hitting play, “They totally do, it's Hollywood, Spencer--happily ever after and all that bullshit.” He snuggles back into Spencer's side, and smiles when he feels Spencer's cheek against his hair.

Spencer is trying not to roll his eyes during the ridiculous love song that is being played out on the laptop's screen, so he yawns and says, “Hey so, me too.”

“You too, what?” Brendon turns to blink owlishly up at him.

“Um, you know, what you said about the V-card.” Spencer squints at the laptop, pretending to be entranced by Debbie Reynolds' warbling.

Eyebrows creased in confusion, Brendon slowly asks, “You'd have given it up to Gene Kelly?”

“No, you moron! I mean...I like, still have mine, too.” Spencer's entire head goes an alarming shade of red. “Well, with dudes anyway. And also? I can drive. Just sayin'. There, now we've both embarrassed the fuck out of ourselves can we just,“ He circles his pointed finger back at the movie.

“Yeah.” Brendon hugs Spencer hard and wriggles until Spencer drapes his arm over his shoulders, pulling him even closer. "Maybe you're just waiting for your prince to come," he whispers.

* * *

“Good morning! Good morning! It's great to stay up late...”

Some one is singing, soft and low, and directly into Spencer's ear. Eyelids still heavy with sleep, he licks his lips and wakes slowly. His face is mashed into the fuzzy, threadbareGeorge which is all that's left on the front of Curious George. And there's an arm around his waist. And a hand, palm flat against his belly. Brendon, he remembers suddenly. “Mmm, fell asleep,” he mumbles, swiping his cheek against the stuffed animal.

“Good morning to you!” Brendon's voice is a soft, comforting whisper in Spencer's ear and he squeezes Spencer in a hug. They'd curled close in sleep, yet now they're awake, neither of them move.

Spencer yawns and scratches at his beard, “What time's it?” He finally rolls over to face Brendon, raising a hand to knuckle at his eyes, belatedly remembering the make up there.

Brendon's smile is soft and unguarded with drowsiness. He raises a torpid hand and thumbs a mascara smudge off Spencer's cheek. “Late. Early. I dunno,” he answers, voice pitched lower than when he's fully awake.

Slowly, Spencer reaches up to cover Brendon's hand with his own, leaving them on his cheek and stroking his thumb over Brendon's knuckles. “Bren,” he says softly, wide awake now. In the purple-gray light he watches as his breath ruffles the dark fall of hair across Brendon's forehead. He swallows hard, struggling to find something more to say.

“Yeah,” Brendon says, like he knows it's the right answer to a question Spencer hasn't asked. He's so close, so very close. One hand is warm on Spencer's hip, the other teasing at the soft hair of Spencer's beard. He moves closer still, angling his hips forward, knocking their knees together. “Spencer?”

“Yeah?” Spencer's mouth is dry, and blood is roaring in his ears. He moves his free hand from where it's clenching the quilt and drags it slowly up Brendon's arm.

Spencer watches as Brendon blinks sleep from his eyes and then asks quietly, "Will you stay here? Like this, with me, I mean."

"Just like this," Spencer husks, pressing his forehead to Brendon's.

Brendon bites his lip and his lashes twitch against the smooth skin beneath his eyes as he blinks. “You could...I mean if you wanted to...it would be okay...” he takes a deep breath and says in a rush, “If you wanted to kiss me, I wouldn't mind.”

“Yeah?” anticipation ricochets around Spencer's ribcage as his smile blooms warm honey slow. He tilts his head, just the slightest bit, just enough to bring his mouth into contact with Brendon's.

“Yeah,” Brendon smile is a sigh against the fullness of Spencer's lips, his hand sliding to Spencer's neck, slipping into his hair, tugging him close.