Posted originally on the Archive_of_Our_Own at https://archiveofourown.org/ works/245492. Rating: Explicit Archive Warning: Underage Category: M/M Fandom: Bandom, Panic_At_The_Disco Relationship: Spencer_Smith/Brendon_Urie, Ryan_Ross/Spencer_Smith/Brendon_Urie Character: Spencer_Smith, Ryan_Ross, Brendon_Urie Additional Tags: Teenagers, Threesome, Dirty_Talk, First_Time Stats: Published: 2011-08-27 Words: 1881 ****** Threesome Virginity Ficlet ****** by Sena Summary For a prompt at The_Pan-Bandom_Virginfest. bb!Panic, where Spencer and Brendon have been together for a where and discover that for all of his bravado, Ryan is still a virgin, and really wants to but is kind of freaking out a little about having sex, and they offer to help. There's a piece of shit recliner in their practice space that Brent had dragged in from behind a dumpster. It's sagging and the stuffing's coming out in places, and it smells kind of like cigarette smoke and stale beer, but Spencer doesn't care. It is totally Spencer's favorite piece of furniture in the entire world because Brendon always shoves him down into it and straddles Spencer's lap and they make out until their lips are raw and then when Spencer thinks he can't stand it anymore, Brendon pulls their dicks out and rubs them together and it's the best thing in the entire world. Any sex with Brendon is the best thing in the entire world. Spencer doesn't even know if he can even count the three previous fumblings he's had as sex now that he's had sex with Brendon. Brendon is so loose and easy when it comes to sex, doesn't seem to have any lines at all when it comes to admitting what turns him on. Brendon just says things like, "You should come all over my face," right out loud. He says things like, "I wish I had a butt plug so I could wear it all day at school and at work and at practice and nobody'd ever know it was there except you. You'd look at me and you'd know and I'd want you to take it out and fuck me but you wouldn't, would you? You'd make me keep it in and you'd make me suck your cock and, god, that would make me come, just from that, just from your cock down my throat and a plug in my ass." Brendon just says stuff like that, and since they're usually already having sex when he says it, Spencer has discovered that it is, in fact, possible to go from really fucking turned on to having his brain short out in the span of about fifteen seconds. They usually have sex in Brendon's apartment, but sometimes it's too far. Sometimes Spencer is driving Brendon home, and Brendon says something like, "Tonight I wanna watch gangbang porn while you fuck me, okay? Do you think I'd look hot in a gangbang?" And Spencer makes a left turn against the light and speeds to the practice space, because they can be alone there and he's so not making it the twenty more minutes it would have taken to get to Brendon's apartment. They act cool while they're unlocking the door to their space, but as soon as they're inside they're all over each other, making out and tugging at each others' clothes and stumbling in the dark towards the recliner. Brendon climbs into Spencer's lap and between kisses he says, "Yeah? You wanna watch other guys fuck me?" Spencer can barely think enough to talk, just says, "Brendon," over and over again in a broken, desperate voice. "So, this is awkward, but I'm kind of in the room," says a far-too-familiar voice from the darkness. Brendon scrambles off Spencer's lap and flips on the lights. Spencer squints from the sudden brightness, but he can still see a sleeping bag on the floor, tucked in between Spencer's drum kit and two amps. Ryan's in the sleeping bag, half sitting up, his backpack in the spot where a pillow should be. "You're here," Spencer says stupidly. Then he tugs his shirt down. It had been rucked up to his armpits because Brendon likes to play with his nipples. Over by the door, Brendon is starting to laugh. "Why are you here?" Spencer asks. "Well, I was trying to sleep until the fucking amateur porn hour burst in. Why are you here? Brendon's apartment too far?" "Well," Spencer says with a shrug. "Honestly? Yeah. I mean, you know how it is. Sometimes you just can't wait." Ryan rolls his eyes and stands up, snatching up his backpack. "Actually, no, I don't know. I mean, God! Why is everybody so obsessed with sex?" "Because it's awesome?" Brendon offers before Ryan pushes past him and stomps off. "He forgot his shoes," Spencer says, reaching for the pair of Vans on top of Brent's amp. "Go after him," Brendon says, and Spencer does. Ryan's only a few steps out into the gravel parking lot when Spencer catches up to him. "You forgot you shoes," he says. Ryan keeps walking, gingerly. "Don't be an ass. Take your fucking shoes." "I'm fine," Ryan snaps. "Are you really that pissed? Because you knew that Brendon and I...I mean, you did know, right?" Ryan turns and rolls his eyes. "No, no you guys are totally not obvious at all." "I'm sorry we woke you up. I thought you were crashing at Lacey's this week." "I wasn't sleeping. And I was. Just." He tugs on his ear and looks away as he says, "Lacey dumped me." Spencer's surprised. Ryan and Lacey have been together for years, forever. "I don't...what happened?" "Can I have my fucking shoes?" Ryan asks. Spencer hands them over. Ryan puts them on and walks over to his car, but instead of getting in he sits on the hood and lights a cigarette. Spencer reminds himself that there is a time and a place to object to Ryan's newfound habit, and this isn't it. "She's fucking that guy Jacob from Liberty." "The guy with the," Spencer points at his forehead. "The monobrow, yeah." "But that's not even, why would she--" "Apparently because he fucks her and I won't." Spencer isn't sure how to phrase his question. "You won't fuck her anymore or you don't fuck her, um, good enough?" "I've never fucked her at all," Ryan says, and flicks his cigarette into the street. Spencer thinks he started smoking just because he thought flicking his cigarette like that looked cool. "Or anybody, if you want to know the truth." Spencer says, "Oh." "She thinks it's because I'm bi, thinks I'm really just gay and not interested in fucking girls, but I am. A guy or a girl, just, you know. It's weird. You're really vulnerable. And then what if I come too fast? Or not at all? Or, like, make a weird noise or do something stupid?" "I think your main problem is that you think too much," Brendon says from behind them. "I thought Spencer was the voyeur and you were the exhibitionist," Ryan says with a sigh. "I'm little of both, actually," Brendon says. "But, seriously, if you're afraid--" "I'm not afraid." "If the main thing you're worried about is being vulnerable or doing something stupid, well, think about it. Spencer and I have both seen you do tons of stupid things. And you can trust us." In the dim amber glow of the streetlight, Spencer can see Ryan's face and he looks stunned. Ryan shakes his head, "You're insane." Then Brendon takes a few more steps and closes the gap between them and Spencer should be jealous. Spencer should not want to see his boyfriend kissing his best friend. But he's not jealous. It's really beautiful, the way Ryan's hand is shaking a little bit as it comes up to cup Brendon's cheek, the dark shadows of Brendon's eyelashes against his pale skin. "Come here, Spence," Brendon says, his voice rough the way it gets when he's turned on. "Come here and show him it's okay." Ryan's eyes are still closed, his lips parted. Spencer moves forward and Brendon steps back and it's not the first time Ryan and Spencer have kissed, but it is the first time Spencer's ever really meant it, the first time they weren't just fooling around to see what kissing would feel like. Ryan's mouth tastes a little ashy, but his tongue is slick and eager and he fists the front of Spencer's t-shirt to pull him closer. "You should come back inside with us," Brendon says. He presses himself against Spencer's back, and Spencer can feel how hard he is. "Come back inside." "Yeah," Ryan whispers, dazed. "Yeah, okay." As soon as they're back in the practice space, Brendon's tugging at the sleeping bag, unzipping it and spreading it out in the middle of the floor so they'll have room. Spencer starts kissing Ryan again, not sure if it's so he doesn't chicken out or so Ryan doesn't. "You guys look good like that," Brendon says, tugging his shirt off over his head. "Get down here." It's a little awkward at first, finding positions that work, but finally they end up with Ryan on his back, Spencer over him, kissing him slow and deep. "You know if you want us to stop, we will," Spencer breathes against Ryan's mouth. "You know that, right?" "Yeah," Ryan says, then he gasps, and when Spencer looks down he sees that Brendon's already got Ryan's fly open, is already sucking his cock. "Have you done that before?" Spencer asks, smoothing Ryan's hair off his forehead. "You ever had anybody go down on you?" Ryan shakes his head. "No," he whispers. "No, I fingered Lacey a few times, but that's it. Oh, God." He bites his lip to stifle his moan, and it looks so hot, but Spencer wants to hear him. "You can be loud," Spencer says. "The room's soundproofed, remember?" "I'm totally loud," Brendon supplies, looking up at them with a grin, hand stroking Ryan's cock steadily. "Lie down next to him, Spence. I wanna suck both of you." Spencer does, but he props himself up on his elbows to watch. He loves to watch Brendon go down on him, anyway, but then when he switches, when he pulls off and starts sucking Ryan's cock again, it's somehow even hotter. It looks so good that Spencer can't help but sit up and lean down so he can lap at the base of Ryan's cock while Brendon sucks on the head. Ryan keens and winds his fingers so tight in Spencer's hair that it hurts. When Ryan comes, Spencer watches Brendon swallow, watches come leak from the corner of his mouth and drip down his chin. Spencer wipes at it with his hand, then smears it over his cock and Brendon is totally with the program, collapses onto his back and is pulling his knees to his shoulders even as Spencer's pressing inside of him. "Oh, fuck," Ryan breathes, and then Spencer can feel his hand between their bodies, his fingers stroking over the spot where Brendon's stretched tight around Spencer's cock. "Jesus, Spence, you're fucking him with my jizz." Spencer closes his eyes and feels dirty in the very best of ways, making him fuck into Brendon harder. Brendon's grunting every time Spencer slams into him, and Spencer's so close that all it takes is Brendon's short fingernails digging into the skin of his back to make him lose control. "You okay?" Spencer asks Ryan as soon as he has enough brain power to form words. Ryan nods, then turns and presses his body to Spencer's. Spencer wasn't expecting that, but it's not unwelcome, so he pulls Ryan close and lets him rest his head on Spencer's chest. "See," Brendon says, laying his head on Spencer's other shoulder. "Totally not scary at all, right?" "A little intense," Ryan says sleepily, "but no, nothing to be afraid of." Please drop_by_the_archive_and_comment to let the author know if you enjoyed their work!