This is a repost of an old fic of mine, that's only up at a website I started but never finished. I'm hoping to make a new one, but in the meantime I thought I'd better post this over here.

Title: Take Another Look
Pairing: Spencer/Bob, hints at future Panic GSF, mention of MCR GSF.
Rating: High R, NC-17
Kink: Crossdressing
Disclaimer: The timelines are so messed-up they're more like balls of string, so this is all lies.
Summary: It's not the first time he's gone out in a dress, or even one this short, but it is the first time he's done it when there's the chance he could be recognised.
A/N: This is for whoever wanted Spencer/Bob, and also whoever wanted crossdressing. Considering I can find neither fact, for some reason, if those people read this, please be telling me who you are so I can thank and credit you properly. Overall, this is for Toby, who told me to write it.

----

It's a little worrying just how easy it is to fool everyone. Spencer stands with Keltie, slightly behind Ryan, Jon and Brendon, and waits for the other shoe to drop.

Considering his current shoes are four-inch heels, he's expecting something quite dramatic.

But nothing happens. The paparazzi outside the club they're making their way into believe Jon's explanation that Spencer is staying at the hotel, not feeling up to a night out due to a messy break-up (that bit's true, at least), and they all snap a few pictures of Ryan Ross with his girlfriend and her 'friend' before moving on. End of, nothing more to see, on to the next semi-celebrities in the line.

Once inside the dim club, Spencer relaxes a little. It's not the first time he's gone out in a dress, or even one this short, but it is the first time he's done it when there's the chance he could be recognized. He hasn't done this since before their first tour, girl jeans and shirts not counting, really. Back then, he'd had to put all of his energy into keeping the band focused and playing, into making sure Brent would turn up for the show at least and that Ryan was as okay as he ever got during those first few months.

*****

There hasn't been any free time long enough for him to do this, to do it exactly how he wants to. Trips back to Vegas let him take the edge off a little, wearing shirts that just touched the line between okay-to-wear-in-public and are-you-sure-that's-not-for-a-girl (that comment usually came with a raised eyebrow). Now, though, now Spencer thinks he might be able to do this a little more often.

They're in L.A. on one of the very rare free days that seem to be getting even rarer, somehow, as Fever starts to really take off and fly, and before he's even had chance to shower at their hotel Ryan bustles into his room (yes, bustles, there is no other word for it) with a long box, holding it like it's the most precious thing in the world.

Which, actually, it might be. It's certainly the key to Spencer's sanity, once he opens it. The dress is absolutely gorgeous, slipping through his hands as he lifts it out of the tissue paper. It's cut in a way that elegantly yells 'I am expensive!', and Spencer just knows that Ryan spent the first bit of his actual money the album made on it. "Ry -"

"Shut up and go shower. Here, I got you some stuff." In the little bag he holds up are things which might make Spencer's eyes fill with tears if he were actually a girl. As it is, he only likes wearing the clothes, so he simply touches Ryan's shoulder and shuts himself in the bathroom for a good hour with a razor, makeup and - wait.

He lifts the specially made bra, complete with its inserts, and stares. This should still be back in Vegas, left behind so he wouldn't see it in his bag and be constantly reminded of what he was having to give up to keep Panic! together. He leaves it off, choosing instead to step into the controlling underwear that prevents any...unsightly bulges. It's what they were made for, after all, although he suspects the manufacturers didn't envisage this particular use for them.

These at least he can have with him; wearing them underneath his jeans not only ensures a fantastic fit, but they also help to ease the itch for more. That done, he opens the bathroom door and leans against the frame, waiting for Ryan to pull himself out of his notebook and notice Spencer. When he does, it's with an almost comic double-take. "You done alrea- um. What are you doing?"

"Where, exactly, did this come from?" Spencer holds up the bra by one fingertip, and watches with no small amusement as Ryan's ears go faintly red. Huh. Curious. "I know you haven't been back to Vegas, so if you got my mom to mail it, I swear to god, you're in for a world of humiliation. Worse than Pete."

Ryan blinks rapidly, weighing his options. He's got no choice, really; Spencer always knows when he's lying. He sighs in the end, looking at his fingers where they curl around his pen. "Brendon went to visit his family last week, and I - I told him to go get it."

That....was not what Spencer was expecting. "You what?" He's too stunned to be angry, though, especially with Ryan looking at him like that. He swallows and tries to focus, attempting to understand what this might mean. Ryan taking the bra off his finger barely registers, and neither do the murmured instructions to lift his arms.

It's only once Ryan fastens the soft material and carefully tugs it to lie flat against Spencer's back, pressing a fleeting kiss to one bare shoulder that the drummer jerks back into reality and twists his head to follow Ryan as he moves to pick up the dress. When he holds it up by the delicate straps Spencer can see the layers of material, cascading to a scalloped hemline that is going to go no further than his mid-thigh, he can tell.

He puts dresses on by slipping them over his head, always has, purely because he likes the feeling of the material sliding down his bare skin. The sleek silk, a deep blue he doesn't have to use a mirror to know matches his eyes, glides over his body until he feels the gentle bite of the straps on his shoulders. Ryan zips it up with deft fingers, fastening the little hook at the top with another quick motion before stepping around to face Spencer.

"Yeah?"

"Yeah."

That's all it takes with them, after so many years. Spencer pushes back the fact that Brendon—Brendon, of all people—knows about this as well, and acquiesces to Ryan's demands that he tilt his head this way, that way, up, down, open your eyes, now shut them, and then finally blink. Hair is more difficult; neither of them have much talent for it, Ryan's current ryhawk-thing not counting because all he has to do is add gel.

"Spence -"

"When you say my name like that, it's never good," Spencer says with a wry smile, looking up at his friend from his perch on the toilet. "What is it, Ryan."

Ryan looks uncomfortable, before straightening and doing his best to look Spencer in the eye. "Brendon. I know he's not trained properly, or anything, but he could do something with, well, that.“ 'That' is Spencer's hair, fluffy from his shower and not matching the dress at all. "And he knows, so..."

Spencer surprises himself when he says "Okay."

After that, he switches off. Thinking too much about the implications of someone other than Ryan knowing about this are too much for him to handle as well as the rush of knowing in a short while he's going to be outside in this dress, although his worries fade slightly after seeing an expression on Brendon's face that he's never seen before when the singer walks in.

Heated is the only word for it, although when he speaks he's the same Brendon; funny, immature and strangely penetrating by turns. His hands on Spencer's hair are quick and efficient, creating a hairstyle still bearable for Spencer, yet utterly feminine. Brisk and attentive, he makes a few last adjustments, sprays a mist of hairspray over everything, and looks at Spencer critically.

"You'll do. Given more time and some better things to work with I could do a much better job, but for now it'll keep you from getting recognized." The tenseness in the atmosphere ratchets up another few notches as he moves to Ryan's side and they both eye Spencer, resplendent in his figure hugging dress and - hang on, shoes. "Um, shoes?"


"Oh. Yeah. Please don't kill us?"

"George Ryan Ross, what did you do?"

"He made me go get you some seriously scary high heels." Oh shit. Spencer is not looking, he is not looking, he is not - fuck. He looked. It would seem that being in a band where one of the members cross-dresses (actually cross-dresses, not like William's affinity for girl jeans, because most of them do that) does not phase their new bassist in the slightest. He's leaning against the frame where Spencer was almost an hour previously, a shoebox held in his hands.

Jon ambles over, kneeling by Spencer's side, close enough that he can feel the heat Jon radiates on his bare legs, and offers up the box as you would an engagement ring. Brendon removes the lid with a flourish, revealing shoes that make Spencer gasp. It's a manly gasp, of course. But they're so pretty that he feels justified, and if it weren't for the space between them that he doesn't feel like crossing, he would kiss Ryan because he's obviously the one behind this.


They really are high, but the heel is chunky, which means that he'll still be able to walk in them even while as woefully out of practice as he currently is. Silver, with blue crystal-things on the wide straps which cross over his feet, Spencer can only stare for a long moment. Then Brendon is sliding hands under a foot to fasten the shoe on, Jon doing the same.

And, somehow, that's that. All three of them eye him one last time, before deeming him ready to go - Brendon declares him the prettiest princess in L.A, actually, and for once Spencer doesn't slap him upside the head. This time, he thinks that he deserves that compliment, as opposed to the other hundred-and-one times Brendon has given it.

****

Disturbingly easy as it is, once Spencer gets inside the club he's ridiculously glad that he decided to do this. His friends are a soothing presence around him, Keltie a surprising ally in all of this. She drags him to the bar as the others carry on to the V.I.P room they've somehow landed, and the appreciative look he gets from the bartender is almost as good as the thrill of knowing he's getting away with this.

Upstairs the buzz lessens slightly, making him pluck at the hem of his dress and feel like he can't settle down. Keltie brushes a soft kiss onto Ryan's cheek and tells him to come find her on the dancefloor, then leaves quietly. Spencer has to hand it to her; she's not been around them all that long, but already she knows when she should leave them alone.

He risks a glance at Jon, not letting himself expect much, but the relaxed posture and easy smile of their newest member eases some of the tension in Spencer's shoulders. Ryan leans forward from his seat by Brendon and catches Spencer's eye, tilting his head subtly towards Jon.

Spencer nods minutely, but Brendon still catches it. He breaks into a brilliant smile, knowing that they just gave Jon their complete approval. In a moment, Spencer's spirits rise again, and he grins at Jon. Brendon claps his hands together suddenly, looking mischievous. He catches hold of Ryan's hand and pulls him over to where there's a small balcony looking out over the rest of the club, framed by curtains if they want more privacy. "Come on, lets people-watch!"

Ryan sighs tolerantly and leans next to him, both of them soon engrossed in making scathing comments about the clothes, hair or dancing styles of their fellow clubbers. Spencer and Jon share a look, then join them, squeezing into the small space and making comments of their own. It doesn't take long for them to find the people they're here to meet; Pete is distinguishable even from a height and in the semi-darkness, as is Patrick - who else would be wearing a hat inside, honestly - and Cobra are easy to make out because of the way they stick together.

"Like a pack" says Brendon wisely, getting an elbow in the ribs from Ryan.

"Nah, more like a gang." Jon grins at Brendon, giving Ryan wide, innocent eyes when the guitarist tries to glare at him. It is so not fair that Jon's innocent eyes work on Ryan when Spencer's don't. Brendon sniggers when he spots Ray making his way towards the bar, hair swaying, but this time Ryan doesn't shut him up.

Probably because he's tying not to laugh himself, but Spencer doesn't want to get hit so he keeps that to himself.

It seems as if everyone they know is here, as they quickly spot the rest of My Chemical Romance and then The Academy Is..., at which point Jon takes his leave and runs down the stairs to fight his way through the crowd and jump on various band members. They can see him gesturing up to where the rest of them are standing, and at Bill's wave Brendon dashes off to join them downstairs.

Ryan shifts closer to Spencer's side, nudging him gently. "He won't tell them, y'know."

Spencer looks at him, confused. "Hmm?"

"Jon. He won't tell anyone that you're here, just not exactly as Spencer."

"I—I didn't think he would." Spencer says, and he means it. "It's Jon; I know he wouldn't do that."

"Okay." Ryan's tone isn't so suspicious that Spencer needs to say anything else, which leaves him to relax even more and start to enjoy himself. "Uh-oh. Pete and Frank are talking, and I don't like that look on either of them."

Spencer leans a little further out to see where Ryan is pointing, and has to agree. "They should not be allowed to talk to each other without adult supervision."

Ryan nods in agreement. "Where's Patrick when you need him? He should have a plan for distracting Pete when he gets that look, and especially when he gets that look around Frank. It's worrying."

"It makes me think that explosions are imminent." Ryan lets out an 'oh' of mild surprise, making Spencer look at him questioningly. "Your voice just did that thing, that smoky thing." Spencer makes a low noise in his throat, to test it, and then smiles his best smile when even that sounds different to his usual noises. It's the last piece falling into place; he may have been dressed like a girl, and trying to remember how to walk like one, but now any lingering doubts about this being a good idea are gone.

"Thank god for that" he says, then raises an eyebrow. "Looks like Patrick does have a plan after all." They watch as Patrick slides through the press of people to stand next to Pete, joining their conversation with an ease most certainly borne out of practice. From where they are, above and behind, Ryan and Spencer can see the hand that Patrick lays against Pete's back, fingers dipping below the waist of his jeans just enough to get his attention.

Frank looks between the two of them, then laughs (not that they can hear him, but it's obvious) and turns away, looking for someone else to plot with. As he shoves his way towards Gerard, Spencer decides it's time to dance.

****

The high he gets from being on a crowded dance floor, surrounded by people and none of them guessing who he really is, is a rush only matched by the one he gets when onstage. Spencer can feel the music, the bass beat making his blood throb in his veins and making him a little more reckless than he should really be, especially after going so long not doing this.

He dances with Jon, Brendon, Ryan, even Keltie, unable to stop the huge smile on his face, and not really wanting to. Then others start to make eyes at him, and he doesn't miss Ryan's knowing smile as his bandmates move back to let him dance with whoever he wants. That they do it so easily, and so understandingly, makes Spencer's smile grow a little sharper as he starts to think about a few things in more detail.

Then he turns and comes face-to-face with Bob Bryar, and...well, suddenly there aren't many thoughts in his head beyond oh wow, hot and simultaneously oh shit, Bob Bryar. He definitely feels more feminine next to the much taller and much broader drummer - who is apparently also a really good dancer, go figure - but then there's also the fact that Bob thinks he's dancing with a girl. Which Spencer is one-hundred-percent not.

Current attire not withstanding.

Spencer fights down the nerves which are telling him to cut and run now, and tries to smile up at Bob. The music changes, switching to a slower song which prompts everyone around them to get into much more...intimate dancing positions, and Spencer can't help himself. When Bob closes a gentle hand around his wrist, Spencer lets himself be pulled in, trying not to shiver as Bob's other hand comes to press against the small of his back.

From the way Bob smiles, he doesn't think he's successful. What with the underwear and the bra, there's no way to tell right now that he isn't a real girl, but he tries to keep an inch or so between them just in case. Spencer focuses on Bob's chest, fixing his eyes on the deep red of Bob's shirt. The material is soft underneath his hands where they're politely placed at Bob's waist.

He keeps his eyes on the shifting folds of cloth with the same determination that he uses to learn a new drumline, or to keep playing when Ryan or Jon is right there, playing facing him. He's trying so fiercely to not show just how much this is turning him on underneath the freaking controlling underwear that he doesn't notice Bob leaning in to speak right into his ear until he feels the brush of someone's breath over his neck and hears his own name in amongst the other sounds.

"Spencer. Lighten up. Enjoy yourself." Blue meets blue as Spencer looks up, startled, unable to keep his face guarded. That was really not what he was expecting. He has a moment of sheer blind panic before his innate bitchiness kicks in and stops him from gaping like a fish. Instead, Spencer raises an eyebrow as his smile becomes much less forced.

This could be interesting.

He steps closer, still moving with the beat, and raises himself up onto his tip-toes so he can speak into Bob's ear. "How'd you know?" Spencer infuses it with all the smokiness that he can muster, which, given the amount of time he spent practicing in his old room with Ryan, is a lot. From the way Bob's breath catches, Spencer knows it gets to him. "I pay attention."

Spencer leans back and narrows his eyes at Bob, getting nothing worrying in return, just a sly smile. Definitely not a bad idea then. In the instant Bob's hands press harder against his back, broad and hot and so fucking good, Spencer thinks fuck it and starts to move his hips. Really move them, all fluid and sensual. He's good at this, even when he's a boy; the others tease him about stuff on the internet, teenies flailing about 'omg spencer smith and his hips', but right now, all that he's concerned with is watching the way Bob's watching him, all dark eyes and that little smile.

Spencer steps even closer, until he's right up against Bob, their height differences just making things better, somehow. He lets his hands slip down to Bob's hips, holding them in a grip that's all Spencer, not feminine at all. The music changes again, and things really heat up then. Bob, for all his apparent shyness and dislike of being the focus of attention, still managed to learn how to dance like a motherfucker somewhere along the way.

If Spencer had thought he was good before, now he's scorching. Bob dances like it's just him and Spencer, treating him like a total girl, throwing in dips, twirls and spins like this is somewhere fancy and not just a club. It takes Spencer a moment to recognise the song that they're dancing so provocatively to, making everyone closest to them stop and watch with open admiration on their faces, but when he does, it's funny enough to make him laugh.

Apparently laughing is a very good thing, as Bob pulls Spencer sharply against him, the strains of But It's Better If You Do segueing neatly into another track even as Spencer finds himself locking his fingers through Bob's and dragging him trough the crush to the stairs. Stepping delicately up them, careful not to trip in his high heels due to the anticipation currently making him practically vibrate with tension, Spencer wonders how many eyes are currently on them.

Then they're in the V.I.P room and he couldn't care less as Bob finally, finally, kisses him, hard and hot, Spencer's arms wrapping around Bob's neck to keep his balance as they stumble towards the plush couches around the edge of the room. "Fuck, I'm so gonna kill Ryan," gasps Spencer, tilting his head so that Bob can get more access to his neck and keep doing that delicious nibbling-thing.

Bob chuckles, low and dirty, and wow does that do good things to Spencer. Particularly when it's accompanied by hothot fingers trailing up Spencer's leg to where the silky dress starts. "Why are we bringing Ryan into this?" His fingers move away, making Spencer almost-whimper, but then he's being picked up (that really shouldn't be as much of a turn-on as he currently finds it) and laid out on the couch.

Spencer barely hears Bob's next words over the pounding of his heart, but then they do sink in. "Wait, what?"

Bob looks up from where he's currently kissing his way up Spencer's leg to grin up at him. "I said, unless you're thinking of some group sex thing, let's leave Ryan out of this." He slides the hem of Spencer's dress up even further, licking at the sensitive skin of his inner thigh before setting his mouth flush to it and sucking. When he leans back to admire his handiwork - mouth work? - Spencer is gasping and clutching at the arm of the couch above his head. "I have enough group sex with my own band. Right now, I just want this. You."

"That's, shit, okay, that's good." Spencer cannot think of Bob having sex with Frank and Gerard and Ray and Mikey, it's just too hot. But then he does think about it, which means he only appreciates the sudden lack of constraint around his achingly hard dick for about a nanosecond before Bob sucks it into his mouth and goes down on him, holy shit.

Stuff like this does not happen to Spencer. Brendon is the one who gets propositioned, which is understandable because of his ass and those lips, and Ryan's the one who...well, just look at him. Is it any wonder everyone thinks Pete only signed him for his looks and/or sex? For the record, it was neither, and why is he thinking about this when Bob Bryar is doing that with his tongue?

It's fucking incredible, and Bob seems to be in agreement if the way his hips are grinding against the couch is any indication. He pulls off until only the head of Spencer's dick is in his mouth, alternating between lightly running his tongue around it and sucking so hard Spencer feels like he's being turned inside out, and that would be when it hits him.

They're in the V.I.P room.

At a club.

With at least a couple of hundred people still dancing only a few feet away.

There's no guarantee any of the others in his band saw them come up here, so they could conceivably walk in at any moment.

Walk in on him getting blown by Bob-motherfucking-Bryar.

"Shit, oh god, fuck, that's, okay, can you -" Spencer is not actually going to ask Bob to stop, although he can't think of another reason for saying that, but the point is moot because Bob doesn't. Stop, that is. He gives Spencer a wicked look, one that makes his toes curl in his high heels, and instead of pointing out the risks, he gives in to Bob's fingers, moving teasingly over his balls to the spot behind them that makes Spencer arch and shudder, and his mouth, slick and hot around him.

Spencer comes hard, eyes fixed on the gap in the curtains that leads out onto the small balcony and one hand tightly entwined in Bob's hair. He tugs until Bob stops mouthing at his softening and oversensitive dick and crawls up to kiss him, smiling the whole time. "Who'd've guessed, Spencer Smith has a kink for public sex."

Spencer kisses him again, fast, tongue licking over Bob's teeth, trying to get the taste of himself into his own mouth; he can't seem to get enough, now that he's tasted it mixed in with Bob. "Shut the fuck up, or I won't get you off." It's an empty threat, considering his hand is already shoving past the waistband of the mesh-like pants that feel so fantastic against Spencer's bare skin.

He only gets in two or three good strokes before Bob groans and bites down on his neck, arms shaking as he tries to keep his weight off Spencer. Spencer's dress is bunched up around his waist, although he doesn't really notice it because the material is too thin to be uncomfortable, and the control underwear are pinning his legs together at the knee in a way which will be much more interesting as soon as he can regain coherent thought.

Another kiss, slower this time, although just as dirty as the others had been, and then Bob leans back to straighten his shirt. Spencer sits up slowly, letting his head get itself together, then wriggles back into the underwear and stands. He's about to brush his dress down when Bob catches his wrists, in much the same way as he had when they were dancing.

"What?" Spencer says, feeling a little smug at the way Bob's eyes flicker over him.

"Let me." Bob's hands release his wrists, only to curl around the back of his knees and pull him in closer. Bob gently smoothes each layer of fabric, settling each one so perfectly that even Ryan couldn't find fault. That done, he leans down and tugs the straps of Spencer's heels back into place from there they'd got twisted, then straightens. Sitting, his head is at a level with Spencer's shoulders, an advantage Spencer feels no guilt at exploiting.

Bob stands up partway through the kiss, broad hands coming up to frame Spencer's face and hold him still. He grins up at Bob when they break apart again, tilting his hips and asking "wanna dance?" with a smile.

Back on the dancefloor, relinquishing Bob to a worryingly hyperactive Frank and a more amused than annoyed Ray, Spencer rejoins his band and can't be bothered to keep the smug smile off his face. That he just met, danced with and then had sex with Bob Bryar, all while dressed like a girl, doesn't really seem that much of a stretch.

Of their limited interactions so far, he'd already known that Bob was pretty forward; he didn't hide what he wanted to say, and he'd always asked for something outright. It stood to reason that he'd be the same about sex. Spencer looked at Ryan, Jon and Brendon and made a mental note to ask Bob exactly how the group sex thing worked.

Given the way the three of them were looking at his legs, it was a definite possibility.

It would also give him the opportunity to get to know Bob while wearing jeans.

Or not wearing jeans, whichever.