Ashely’s head was going a mile a minute as she laid awake and listened to Spencer’s steady breathing,  She liked nights like this, watching the girl of her dreams sleep so peacefully.  Ashley moved a strand of blonde hair out of Spencer’s face and bent down, softly kissing the blonde’s lips.

As soon as Ash pulled away Spencer’s eyes opened; "Hmmm?  What time is it?"  She asked still tired but showing signs of waking up.

Ashley shifted to look at the clock; "It’s a quarter after 11.  You fell asleep right after…you know."

Opening her eyes fully the blue in them as bright as before, she looked down noticing only the blanket that covered her body.  "So you wake me up for round two babe?"  There was something in the way that she smiled that said she wasn’t teasing.

"Only if you’re up for it Spence.  Don’t want to wear you out too much." Ashley held a smile almost taunting the blonde.

Spencer moved enough to put her body completely over Ashley’s.  Settling between her thighs, she started kissing the brunette’s neck moving up towards her ear.  The sound that came from Ashley’s mouth only made Spencer continue her movements.

"Mmmm Spenc, that feels so good."  Ashley’s hips started to move against Spencer’s, causing the blonde to grind back down.  "I guess you are up for round two then."

"Hmmm, I think you’re right sexy."  Spencer moved her lips inches from her girlfriends.

Growling Ashley pulled Spencer’s lips down closing the distance between them, gently biting and nibbling on the blonde’s lower lip.  Feeling the blonde’s body rest more against her, Ashley’s hands made their way down to Spencer’s lower back.  Her smooth pale skin felt like nothing Ashley ever expirenced and probably never will.  Smiling into the kiss, Ashley’s fingers dug into Spencer’s bare ass.

Moaning, Spencer grinded deep into Ashley’s hips, returning the smile as she felt the brunette’s body arch into her.  Spencer’s fingers caressed down Ashley’s cheek then moved down to her chest.  Her eyes never moved as she grabbed and squeezed Ashley’s left breast.  The moan that escaped Ashley only made Spencer do more.  She started kissing down Ashley’s chest, stomach then her hips.  Biting the tanned flesh with another sexual sound from the brunette.  Spencer’s hands spread Ashley’s thighs, running her fingertips down the inner thigh.  Spencer’s hot breath came down to Ashley’s clit, slipping her tongue over it she moved her fingers pushing them deep inside Ashley’s pussy.