Disclaimer: I do not own Pretty Little Liars and all characters belong to their respectful owners.

Summary: After giving up her first kiss to Alison and being horribly rejected, Emily is heartbroken and unsure if she ever wants to kiss anyone ever again . . . until someone changes her mind.

Rating: T

A/N: Hi, I'm back! Happy Holidays! :) So, here's my first real shot at Spemily. I've always been really scared to write them since I love them so much and didn't want to eff it up, but I've had this idea racing around my head since like August and I had to write it down. Ugh, I wish it was Christmas themed but sadly, it is not. Maybe next year? Anyways, here's some things you guys should keep in mind while reading this, because I changed it up a little:

1) Alison was Emily's first kiss
2) Spencer has never had her first kiss
3) Ben doesn't exist(yet?)
4) The locker room scene between Emison and the library scene are connected. Idk if they are actually connected on the show, but for the sake of the fic, they are.

I think that's all of the AUs here so enjoy, and I hope you like it :)

"If I'm kissing you, it's because it's practice for the real thing."

To say Emily was hurt would literally have been the biggest understatement. Of all the things Alison could have said to her, that cut the deepest. She was confused, devastated and an absolute wreck on the inside, but most of all, she was heart broken – horribly and painfully so.

All she had wanted to do was get the hell out of that locker room, but of course, nothing was that easy when it came to Alison. So, she reluctantly waited for the blonde to finish - like the loyal puppy she'd always been – and when she drove Ali home and finally made it to her house, she collapsed into a heap on her bed –

And cried.

She cried over the fact that she actually believed that Alison could actually want her as much as she did and she sobbed over how dumb it was for her to actually fall in love with Alison DiLaurentis, of all people. She cried because no one deserved to get played by their first love, – especially not after their first kiss – but most of all, she cried because her worst fear had come true.

She was gay. She liked – loved – a girl, and she'd never felt more alone or scared in her entire life. A funny little part of her had actually been convinced that being gay wouldn't be so bad, so long as someone – Alison – loved her back.

God, now what was she supposed to do?

Well, she knew the answer to that; pretend like it never happened. It was the only way to get things back to normal. Secrets are what kept you close – Ali always said that – and Alison would never break her own rule . . . would she?

Emily sat upright in her bed and wiped away the tears that were still falling down her cheeks. Alison would never tell anybody about their kiss, would she? She couldn't, after all, she was just as involved as Emily was. She let herself be kissed. She definitely wouldn't sacrifice her own name for the sake of making fun of Emily.

A strong pang shot through Emily when she realized that Alison probably would have made fun of her if she had the chance. She grabbed a pillow from her bed and hugged it to her chest as sobs wracked her body.

She'd never wanted to disappear so much in her entire life.

The vibration on her nightstand made her jump almost off her bed. She wiped her eyes – though the tears came back as soon as she did so – and grabbed her phone, praying that it wasn't Alison but secretly hoping that it was. She opened up the message and was slightly relieved to read from who it was from.

It was Spencer.

Sleepover tonight at my house. Are you coming? :)

If she were being completely honest with herself, the last thing Emily wanted to do was go over to Spencer's house and pretend like her heart wasn't shattered and clinking around in her chest like broken glass. Then again, she could use the cheering up. Her friends always made her happy . . . well, Alison always made her happy. Geez, did every thought always have to come back to her? She felt like a broken record player.

Oh.

Oh, crap.

Alison.

If Spencer was having a sleepover, she'd definitely be there. Emily gnawed on her lip as she contemplated a reply that wouldn't sound too weird. If she rejected, she'd have to come up with a reason. Crying in her room all night didn't sound like the ideal way to spend the night, but she couldn't go over with Alison there, mocking her with her triumphant smirk and that knowing sparkle in her cerulean eyes. Why did she love that sparkle so much?

Emily took in a shaky sigh. Part of her actually kind of did want to go now. Maybe if she just . . . it wouldn't be a rejection if she . . .

Is Alison going?

It was a simple question. Spencer would tell her and then she could decide on whether she should go or not. If she wasn't going, then Emily would spend a night of fun with her friends in an attempt to distract herself from the horrible ache in her chest. If she was going . . . then she guessed she'd have to deal with the ache by herself.

All alone.

In her room.

All night.

Life sucked.

A reply was almost instant and Emily eagerly looked down at her screen. She didn't know what she was expecting exactly, but it was way better than what she was reading.

Yeah, she's the one who suggested it. Why?

Of course she would suggest a sleepover. For someone who was head over heels for the blonde, Emily sure could forget how cruel Alison was. She felt even dumber now, because of all people to pose the question to, she just had to ask Spencer Hastings – possibly the most curious and intuitive person she'd ever met. She couldn't hide from Spencer – she never could – and now the brunette wanted to know why she'd asked her question. This night could not possibly get worse.

Another vibration went through her phone and Emily groaned out loud at what it could possibly be. She sighed and looked down at her phone.

Em, if she did something to you again, I'll call it off and tell Ali to go screw herself.

The swimmer actually felt a small smile work it's way on to her face. Her injured heart did a little leap in her chest and she felt a little better than she had all day.

Spencer wasn't always easy to deal with – she did kind of talk a lot and she was way too competitive for her own good – but she did have a heart of gold. She was the only one who wasn't too scared to challenge Alison – over Emily, on some occasions – and Emily deeply admired Spencer for that. Hell knows she needed someone on her side.

She continued smiling as she looked down at the text and sighed. If she backed down, Ali and Spencer would probably fight, and that was never a good thing, for any of them. If she said yes, though, then she'd have to deal with Alison and her pretty pink lips spewing the worst kinds of secretive insults.

The answer?

It's ok, Spence. I'll come over.

She sighed and dropped her phone on to the bed before running her hand over her face. She had a bit of time before it turned dark outside, so she could just physically and mentally – and emotionally – prepare herself for what she would have to deal with tonight. At least her friends would be there. At least Spencer would be there.

She looked at her phone again and picked it up without much thought, opening up her messages again.

Thank you, btw. You're a good friend.

She didn't think she'd ever told Spencer that before, she actually didn't think anyone had told Spencer that before, but it was true and she deserved to know that. She smiled when her phone vibrated and opened the message up.

I'm always here if you need me :)

Maybe the sleepover wouldn't be so bad.

Emily Fields had never been more wrong about anything in her life.

She'd had been the second one there – Hanna was the first – and things had gone fine. Hanna had started talking about how The Catcher in the Rye was getting kind of annoying to read, to which Spencer started objecting profusely, though Emily knew for a fact that Spencer didn't like that book that much.

The argument ended with a 'Well, he's annoying and if I were his roommate, I would have punched him in the face, too' to which Spencer didn't reply because she actually agreed. Emily had smiled at her two friends' not too serious bickering. It was a nice distraction. And when Spencer caught her eye and smiled a smile that was just for her, she felt warm inside. Perhaps she could make it through tonight.

Aria came by a bit later and the argument about the book started up again, but Emily was full blown laughing now from the fight that broke out between Hanna and Aria. For once, Spencer was in the middle, neither liking the book as much as Aria, nor hating it as much as Hanna. It was a funny change, seeing Spencer stutter with what to say and who's side to take.

When the knock on the door came, however, the swimmer felt her stomach bottom out. She had glanced back at the door with nervous eyes and felt her palms start to sweat. Spencer had departed from the kitchen to go answer it, but Emily didn't miss the way Spencer looked back at her before she disappeared.

Surely enough, Spencer returned with the Ice Queen she was in love with. As if on cue, blue eyes trailed over to Emily and a smirk developed on her face as soon as she spotted her. Emily's throat went quite dry.

She could deal with this. This was not the end of the world. She could do this.

She watched the bewitching blonde walk over and lean over the island, mischievous smirk still in place. Her icy orbs never strayed from Emily's eyes.

"So, who wants to play truth or dare?"

Never mind, she couldn't do this. She so could not do this.

"Geez, Ali, take it easy. You just got here," Spencer countered, coming to stand beside Emily. Emily relaxed only slightly, but she was glad for Spencer's input. She looked at the brunette beside her and returned the smile she was given. It felt good having someone on her side.

When she turned back to Alison, the blonde was eyeing them strangely, but before Emily could read too much into it, the cerulean gaze was locked back onto her. The word 'predator' popped into Emily's mind and she inhaled sharply, because that made her the prey.

Thankfully, the blonde's gaze flickered away from her and back to Spencer with a challenging eyebrow raised.

"What's wrong, Spence? Afraid I'm going to dare you to go kiss Creepy Cavanaugh across the street?" Aria and Hanna erupted into a fit of giggles but Spencer simply glared back at Alison, accepting her challenge.

"I'm not afraid of anything. I just think you should cool it," Emily could feel the tension thickening between the two, and her stomach clenched strangely as she watched Alison's gaze continue to flicker between her and Spencer. She hoped the blonde didn't think she told Spencer anything. The last thing she wanted to do was make Alison angry, or get Spencer in trouble.

Alison leaned back from the counter and stood straight, still smiling. Emily just knew this wouldn't end well.

"Well, there's five of us. Aria, Hanna, wanna play?" The two girls in question looked at each other and shrugged.

"I don't mind," Aria answered nonchalantly while Hanna agreed with an eager nod. Emily almost frowned. They were never good with peer pressure. Then again, neither was she.

Alison's smile grew with her triumph, and then her attention settled back on Emily. The swimmer gulped.

"What about you, Em?" She was truly evil. Emily had figured it out at that moment. Alison was the epitome of doom because the blonde knew very well that Emily could never say no to her – not ever. She was being torn from the inside because she definitely did not, under any circumstances, want to play that damn game, but damn it, Alison had that hold on her with her beautiful, sparkling eyes and she just could not break free.

Until she felt the hand on her back.

Emily looked up at and met Spencer's calming gaze and small smile. She didn't realize how tense her body had been until she let herself relax with Spencer's touch. It helped – having Spencer's reassurance – but disagreeing with Alison did neither of them any good, despite the fact that Spencer loved doing it so much.

"Sure," Emily answered with a heavy sigh. She could feel Spencer deflate beside her, but at least her hand was still on her back. At least Spencer was still on her side.

Alison smiled triumphantly at Spencer and the brunette sighed.

"Let's go upstairs," Aria grinned and both she and Hanna started towards the stairs. Alison, however, backed away slowly from the two girls and smiled at them in that secretive way that just ignited nervousness. The two girls heard her start up the stairs, and that's when Emily finally let out the breath she'd been holding.

"You alright?" Spencer asked softly, sincerity marking her features as she watched Emily. Emily simply nodded and ran her hands down her face.

"I'm fine," She answered with a sigh and gave Spencer a small smile. "Thank you for being on my side," Spencer simply smiled back and nodded. She felt her hand fall from her back once she turned and started towards the staircase, ignoring the cold feeling the came over her, but Spencer's voice stopped her.

"Emily," The swimmer turned at the distress she heard in the girl's voice. The brunette, however, had her head pointed to the ground. She looked as if she was . . . struggling with her words. Emily was shocked. She'd never seen Spencer look so vulnerable before.

A panicked worry came over her as she waited for her friend to look up. When Spencer did finally look up, she was met with an expression that sent a chill through her. It was determination . . . and something else she just couldn't put her finger on.

"Alison, she . . . She doesn't own you, Emily," Spencer stated softly, her gaze never wavering as she watched Emily. "Please don't let her think that she does." Emily was overcome with that warm feeling again and she smiled at Spencer's sweet words. She had no idea how she ever could have thought that girl was cold. Had she known that this side of Spencer existed . . . Perhaps she would have paid a little less attention to Alison.

"Come on," Emily said with a smile, holding out her hand to Spencer. Spencer smiled back and approached her. Once she took her hand, Emily felt that same hopefulness that she encountered in her bedroom after Spencer's text. As she walked up the stairs with Spencer's hand in hers, she suddenly began to wonder if one day, Spencer's words could be true.

"Ali, truth or dare?"

"Hmm . . . Truth,"

"You think Sean might ask me out this year?"

"Hanna!"

"What, it's an actual question!" The girls all burst out laughing except for Hanna, who was still nervously awaiting a real answer from Alison. The night was going a lot better than Emily had originally anticipated after accepting the game. There were no risky questions thrown at her or any devious ploys that she could walk in to. However, her uneasiness did not leave her completely thanks to Alison's periodic glance and smirk towards her.

"You might have a shot," Alison answered nonchalantly, and Emily hated herself for swooning slightly at her cool demeanor. Then, like clockwork, Alison glanced back to Emily. Except this time, her gaze lingered. And it wasn't sweet.

"Aria," Alison started, turning away from Emily's nervous eyes. "Truth or dare?"

"Definitely truth. I am not calling the pizzeria and ordering another pizza for Mona," A few giggles resounded throughout the room, but Emily was still nervous. And she had every right to be. Alison's grin reminded Emily of someone who looked like they were going to get away with murder.

"Which one of us do you think would be gay?" Emily's heart stopped for a moment. It literally stopped, or at least it skipped a beat, because her chest clenched tightly and she felt like there was a waterfall in her ears. She clenched her hands into fists and tried to remember how to breathe, but shock and fear were choking the oxygen out of her lungs.

This was it. This was what Alison had been building up to the entire night. She was going to humiliate her in front of all her friends, and they were all going to be disgusted and leave her. This was worse than heartbreak.

This was absolute death.

"Hmm," She faintly heard Aria hum and tried to act normal, but her stomach was so knotted up she thought she was going to puke, and she was sure she was sweating like a sinner in church. She looked around their circle on the floor of Spencer's room, avoiding Alison's eyes, and found Spencer staring worriedly at her. She wanted to smile or do something to assure her friend that nothing was wrong, but she could not for the life of her make a movement because everything was wrong. And it was about to get worse.

"Well, if I'm going to be honest, I'm gonna have to go with . . . And no offense here, by the way," The suspense nearly gave Emily a heart attack right then and there, but she had to stick through it. She had to fight to the end. Aria smiled playfully and nodded. "I'm going to have to say Spencer."

"What?!" Hanna threw her head back and howled with laughter at Spencer's outburst and Aria followed right after. Emily felt the largest wave of relief wash over her, so large that she actually sighed. She felt lightheaded suddenly and realized she must have been holding her breath. She could still hear her heart pumping in her ears.

"I'm sorry, Spence," Aria giggled once she mostly recovered. "But I had to tell the truth. I mean, you hardly ever have crushes on boys. It kind of makes a girl wonder," Spencer scoffed and crossed her arms over her chest.

"The boys in Rosewood are lame," Spencer defended hotly.

"Not all the boys," Hanna murmured quietly.

"And I don't see you gushing about your crush. Who is it anyways?"

"Holden Caulfield," Hanna giggled and was promptly given a pillow to the face by the girl beside her. The room erupted with laughter again, and Emily finally started to relax. However, when she looked up and saw Alison smirking at her, her blood ran cold.

This was all a game to Ali. What she had just done was only an example of what she could do, Emily realized. Alison could toy with this anyway she wanted, and the swimmer would be helpless to stop it.

The room suddenly felt a lot smaller with Alison's smoldering gaze mocking her. She needed to get out.

"I'm going to get some water," Emily murmured, standing up quickly and staggering slightly because of it. In an instant, Spencer was up, too.

"You want me to come with?" The worried tone in Spencer's voice didn't go unnoticed by Emily, but she had no time to answer before Alison was back to her challenging self.

"I think she knows where the fridge is, unless you want to go for other reasons," Alison remarked snidely with a smirk while Hanna giggled.

"Maybe Spencer really is gay," Hanna whispered to Aria.

"Shut up," Spencer bit back at Hanna, but mostly to Alison. Emily, however, couldn't take all the mentions of gay anymore and swiftly left the room. She rushed down the stairs and paced around the Hastings' living room, trying to get her bearings back.

Coming here was a mistake. She should have never agreed to it. She knew Alison wasn't ever going to let it go, but she came anyways because she was a hopeful idiot and too damn trusting. God, when was she going to learn?

Emily felt a wave of exhaustion go through her and she made her way to the couch. She sat down and rested her face in her hands.

Why couldn't she just like someone else?

Why couldn't she just be straight?

Why couldn't she just be normal?

Emily didn't realize she had started to tear up until she felt her hands dampen. She wiped her face and willed herself to stop, but she never was good at obeying herself.

"Hey," She looked up and surely enough, Spencer was there with a soft but worried expression as she watched Emily from her place on the stairs.

"Hi," Emily murmured, sniffling and rubbing away any remnants of tears. Spencer came down the rest of the way and was eventually seated next to Emily, but not near enough to touch her. Emily was glad for that, she really did need the space.

"I guess I shouldn't ask you if you're okay," Spencer said softly, and Emily responded with a breathy laugh before shaking her head.

"I'm sorry, Spencer. I shouldn't have come tonight. It was a mistake," Emily whispered more to herself than to her friend, but Spencer nodded either way.

"I understand," She replied and Emily smiled sadly because there was no way that she could understand. The swimmer stared at her hands, not knowing what else to say nor how she was ever going to make it up those stairs. Maybe she could tell Spencer she wasn't feeling well – there was no doubt the brunette wouldn't believe her after what she just saw. But if she left, it would just be another victory for Alison.

Life really sucked.

More silence passed between them and Emily had finally decided on her excuse when she felt a warm hand envelope her own. She stared down at her hand linked with Spencer's and her stomach felt lighter. Wow, she really was gay.

"Em, I know that you and I haven't always been close," Spencer whispered, her thumb rubbing circles on the back of Emily's hand. It was such a nice, calming gesture that Emily actually sighed lightly. "But I do still care about you . . . And you should know, if you ever need someone to talk to, about anything, you can talk to me. I'm here for you,"

Spencer's words were some of the nicest and most trusting words Emily had ever heard, and mixed together with the soothing movements of Spencer's thumb and the sincere way Emily knew she was looking at her without even lifting her head to check, she couldn't help it. She started to talk.

"Has anything just ever been so bad that you thought it was going to break you?" She whispered sadly, staring at how nicely her hand and Spencer's fit together.

"Yeah, I'm familiar with the feeling," Spencer answered with a smile and Emily smiled a little too. She was glad Spencer was there for her, but she was at a complete loss at how to express how she was feeling. Then, it struck her.

"How was your first kiss Spencer?" She asked quietly, and a small silence passed between them before the other brunette used her other hand to cradle Emily's hand in both of hers. Another eruption of warmth pooled in the swimmer's stomach at the action.

"I'm still waiting for it to happen," Spencer murmured, her attention completely on Emily's hand. Emily hummed softly and smiled sadly.

"Well, mine didn't go too well," She whispered before taking in a shaky breath. "I kissed someone who didn't deserve it, and now I kind of wish I'd never kissed them . . . Or anyone," More silence passed between them, and Emily finally chanced a look at Spencer.

She had that look on her face again. That determination mixed with something she just couldn't put her finger on. She always did like it when Spencer looked determined. The way her brow furrowed and her face simply told you that she wasn't afraid to go after what she wanted. Spencer's confidence always left her in awe. She really did love that about the other girl.

"Well," Spencer started with a sigh, finally looking up to meet Emily's eyes. It seemed that right at that second, Emily realized how close Spencer's face had gotten to her own. What shocked her even more was that she didn't mind it, at all.

"If you want . . ." Spencer was speaking slowly now, and Emily could finally tell what the other emotion was besides determination. It was fear. She'd never seen it on Spencer Hastings before, but she definitely recognized the look. It was the same look she probably had before she kissed Alison.

"You can have mine," Spencer whispered the last part, staring so intensely at Emily that the swimmer had completely forgotten what they were talking about. By the time she remembered what the topic was, a pair of soft lips were flush against her own.

To say she was surprised was an understatement. Never in a billion years did she think that Spencer Hastings – her friend, the brainiac of their year – would ever press her lips against her own. She was totally unprepared and blindsided, but what really got her was that she liked it. She really liked it. So much so that she found her eyes closing and pressing back the slightest bit against Spencer's lips.

It was nothing compared to the kiss with Alison. That was barely over a peck. This was . . . Well, this was a kiss. She'd never imagined Spencer's lips to be so soft and nice – Hell, she never imagined Spencer's lips at all, but part of her wished she had now.

All too soon, she felt Spencer begin to pull away and a needy desire came over her to keep the kiss going, so she did. With the hand that wasn't in Spencer's, she reached up and cupped Spencer's face and tilted her head just slightly so she could kiss her better and then it happened.

Fireworks.

She didn't think stuff like that happened in real life but wow, her whole entire being felt like the Fourth of July and she was seeing what looked like stars behind her eyes and all she knew was that she really, really didn't want to stop kissing Spencer Hastings.

And it seemed like Spencer Hastings didn't want to stop kissing her, either, if the way her lips pressed eagerly against her own were any indication.

Unfortunately, oxygen soon became a problem, so with a final peck, Spencer pulled away and smiled happily at Emily. All Emily could do was blink and try to process how a kiss could make someone feel like flying. It seemed that she was staring at Spencer for a little too long and the brunette laughed a little.

"Well, now at least you can say you've had a good kiss," Spencer said, her smile widening. Emily tried to ignore the slight change in tone of Spencer's voice and how it sent chills through her and licked her lips. They tasted like strawberry. They tasted like Spencer.

Finally, Emily seemed to gain some sort of brain activity, enough to smile back at Spencer appreciatively for the kiss.

"Thank you," She said softly and Spencer laughed and looked back down at their hands.

"Trust me, it was my pleasure," Emily giggled and looked down at their hands as well. She was right.

They did look good together.

A/N: Should I keep going?