i got this prompt idea from "imagine your otp" on tumblr. OK. also i don't own pll, obviously.

more notes at the bottom!

Spencer Hastings watches her best friend's facial expressions as she recounts the story of her day. He is clamping his teeth down into his bottom lip, looking as if he is suppressing a smile. His blue eyes are animated—delighted even, and she knows he wants to laugh. But he is too polite. He doesn't want her to think he is laughing at her, and make her feel worse about the whole situation.

"Laugh," she stops in the middle of the tale to tell him, "I know you want to."

He smiles at her, cocking his head to the side, a noise that is unmistakably a chuckle escaping his mouth, "quite the contrary, Spence. I don't want to laugh, but I can't help it…" his voice trails off into no longer contained laughter.

She sighs, rolling her eyes, but smiling anyways.

She came to Toby because she thought he would be the most helpful…and the least judgmental.

She is a freaking sophomore in high school, and she has only ever kissed someone once. It happened two years ago, and it didn't even really count because it happened during a game of truth or dare—and on top of that, it was with Toby. When she thinks of her first kiss, a few years down the road, she knows she will not think of the time with Toby Cavanaugh. She will think of a time with Andrew Campbell…hopefully.

She hits him to quiet her laughter, and continues her story, "anyways…" she begins. "I think he was going to kiss me, but I sort of ducked my head away. What the hell am I doing?" She puts her head in the palms of her hands.

She hears Toby's chuckles fade away, and his hand on the small of her back, "come on, it couldn't have been that bad," he attempts to comfort her.

Spencer swallows, un-hugging her knees and falling into Toby's embrace. They fall back onto her bed, and stare at her ceiling.

"I wish it was this easy with Andrew…" she murmurs, but then quickly regrets it. It sounds wrong.

She rolls away from Toby, leaving as much space between them as possible without rolling off the bed.

It has always been just plain platonic between the two. They met when Spencer was seven, and Toby was eight. Spencer had run away from home, ending up at the movie theater. Toby was there with his mom, and of course when the woman saw a seven year old, alone, at a movie theater, she intervened. Somehow, that situation led them to becoming friends—best friends. Although it wasn't until two years ago—a couple months after their kiss—that they became family.

His mother had passed away, and Spencer had been there for him every step of the way. It was the first time she saw him cry since they were little, the first time he really let her in. But he was not the only one breaking down walls, she was too. They learned to confide in each other.

Toby is the only one who she feels comfortable being venerable around, and she knows the feeling is mutual. Even if she did have feelings for Toby, she would never make a move because losing their bond would be like losing a lung. She would be able to survive, but it would be incredibly difficult.

"Spencer the only reason you are getting yourself so worked up about this is because it is the first time you even wanted anything more than friendship. You've always put all your attention in school. I'm pretty sure you didn't even know what a boyfriend was until a couple days ago…" Toby props an elbow up to hold him up as he lies on his side.

She takes the same position as him, a scowl covering her face, "that isn't true."

"You know it's true," he retorts, calmly. "And it's not a bad thing. I think a lot of people would be better off if they didn't waste their lives trying to find their high school sweet heart."

Spencer just glares at him, rolling her eyes, and falling back to her previous position.

She hears a thump, and knows Toby is back to lying on his back, too.

She hears him sigh after awhile. Thinking he is going to say something important, she tunes her ears into listening mode. "I've been staring at your ceiling for a good five minutes, and I still cannot find one cobweb, or bug, or anything…"

She can't help but let out a laugh at the randomness of the statement. Here she is making her brain turn to mush over a stupid boy, and Toby is inspecting her ceiling.

"I can't believe that is what is on your mind right now," she lets out.

"Always the one to be over dramatic…" his voice trails out.

He is delivered with a slap on his chest. He sits up, along with his best friend. "Ow!" he exclaims, glaring at her, and holding the place where he she hit him. "What the hell, Spencer?"

"You are supposed to be helping me, not…" her voice trails as her face scrunches up, "searching my room for imperfections and insulting me."

He sighs, smacking his lips together, "I don't know how to help," he admits. "Everyone gets nervous, Spencer. It's okay," he tries.

"No, it's not," she backfires immediately. "I already made an embarrassment of myself earlier today, I don't want it to happen again."

Toby's eyes drop, a frown covering his face. After a few seconds, he looks back up at her, a new expression on his face. One that is much more at ease, "Okay," he begins, getting Spencer's attention. "Andrew is the head of the decathlon team, right?"

She nods.

"Well, then. There you have it. You can embarrass yourself a thousand times, and it won't matter. I doubt he is much of a player…"

The glare she gives him does not need to be accompanied by any harsh words to let Toby know Spencer is on the verge of kicking him out.

"Sorry," he murmurs softly, that school boy smile decorated on his features.

She sighs, looking at him with those dopey brown eyes that plead him to help her.

"I wish I could help Spencer," he breathes in his most genuinely soft tune, "but I just…I can't be there to calm your nerves. I think that would freak out Andrew more than anything else you could possibly do."

Ignoring the last phrase of his statement, an idea forms in her mind. Yes, he can't be there with her…but he is with her now. He can help her now.

"Maybe not…" she begins, "but you can help me with me with it here and now."

He gives her a look, clearly not understanding what she is saying.

"We could…practice…If I get the hang of it, I won't be as nervous. It is like everything else, once I know I'm good at it, I can be confident about it."

He just stares at her—still in confusion, well, maybe more so disbelief.

"Are you—are you suggesting we make out?"

"No, no!" she quickly denies, shaking her head frantically, and waving her hands back and forth. "Just…" she begins, "maybe…kiss a little," she pipes up, sneaking a look at him.

He is still in bewilderment.

"You don't have to do it," she quickly quips up, realizing just how stupid the suggestion was. "I just thought since we've done it before, it wouldn't really matter…" her voice goes on, trying to give logic to her utterly idiotic suggestion.

He stays quiet for a moment before talking, "I just…I don't want…" he swallows, finally reaching her gaze. "I don't want things to change."

"They won't," she says before thinking. "I mean, actors do it all the time."

He stays quiet for a really long time, looking so concentrated and engaged in his thoughts. "Fine," he states, looking up at her. "I'll do it…if you think it will help you. You're right…actors do it all the time, and it didn't ruin us the last time—it won't this time either," he opts a smile at her.

She nods, a timid smile rising on her lips, "you're sure?"

"Yes," he says after a moment's hesitation, "I don't think kissing you will change my feelings for you."

She grins, feeling too giddy for her liking. She swallows her joy, and nods.

"So…" she mumbles after a second, laughter falling out of her mouth, along with Toby's. "When do you wanna start?"

"That's up to you," he responds.

She nods, taking in the information. She swallows, suddenly feeling a little nervous about this, "now, I guess," she replies.

The whole point of this was for her to be able to kiss someone without being nervous. What the hell is going on with her? It is just Toby. He is practically her brother. She supposes that is a bad thing to tell herself before engaging her lips with his.

"Alright," he breathes out so softly she barely hears it.

They just stare at each other for a moment, their faces only inches apart, and their noses almost touching. She can't go back now, if she does, Toby will think something is the matter. If she backs out now, she will be admitting this is weird—and it is not. It is just Toby, and it doesn't mean anything.

She flutters her eyes down and stares at his lips, only staring at them for a second for closing her eyes completely and pushing her lips into his. It is warm and soft, and… good.

It feels different than last time, but she cannot register why. Her mind feels too fuzzy to really think in its usually complex, organized way. All she knows is that it feels better. So much better that she doesn't want to pull away.

She feels his calloused palm against her check, and thinks of all the times she has felt the roughness of his finger tips—when they hold hands occasionally, when they danced at Homecoming, when his mother died and he refused to let her go. Now she is the one refusing to let his hand go. She holds her hand up to his, and secures it there—locking it from going anywhere else.

She leans into him more, reminding herself it is just practice for the real thing. She holds onto his hand caressing her face more tightly as their kiss intensifies.

It was slow at first, but now it is moving quickly. Their mouths overlapping each other in laps. A sensation fills her as his lips pull and move against hers. A sensation that urges her to clamp her free hand around the fabric of his shirt.

Before anything else can happen, they break apart. But not because they chose to, because they had to. The sound of Veronica Hastings calling out his daughter's name to tell her its dinner time fills their ears.

Her parents are gone constantly, but they choose now to…wait what the hell is she thinking?

They awkwardly move away from each other, both holding up a neutral persona.

"Be down in a second!" Spencer yells out to her mother, keeping her eyes off of Toby.

Silence pours over them.

"You aren't bad…" he finally breaks the silence. He sounds playful, and she is glad—relieved. "May need some more practice…" he goes on, his voice still teasing.

She lets herself meet his eyes, only to present a scowl. "Yeah, well… you suck."

"Do I?" he retorts, smiling that boyish grin of his.

"Yes, I hardly made it through that without losing my lunch."

He laughs, "you know I rocked your world," he comments after a moment's pause.

"Whatever helps you sleep at night, my friend," she pats his arm, stepping off the bed. She walks towards her door, realizing only when she is in her doorway that Toby is not following behind her, "aren't you coming?" she looks back at him. "Come on you aren't going to make me suffer through the Hastings dinner alone, are you?" she looks at him pleadingly.

He looks up at her, an immediate smile branching out on his face at her words, "of course not."

…

Spencer sits across from the captain of the decathlon team as he goes on about this article he reads about weather patterns. Normally, Spencer would find this fascinating, but she can't seem to focus. Her mind is too heavily set on kissing.

Andrew invited her over to study, but she was hoping it was just some excuse for him to hang out with her. Maybe he really just meant studying. Although, this whole weather pattern topic has nothing to do with what they're learning in school, but she somehow doubts this conversation will lead to kissing.

She knows he likes her—he tried to kiss her the other day. He always puts his arm around her, he texts her non-stop, and asks her questions that could only be asked for one reason—because he wants to talk to her. She wants him to make a move, but maybe she embarrassed him too much last time. Maybe he thinks that she isn't into him. But she is, and now she is ready to show just how much she likes him with her lips.

She practiced with Toby a couple more times after the occasion in her bed room. Once she felt confident enough with the task, she stopped it. It was sort of getting…weird. And she should have known it would have gotten that way. They are friends. Friends don't kiss each other…like that. But luckily their lip locking sessions ended before anything major happened. Now, they are back to normal.

"It is strange…" she comments after a moment.

"I'm boring you, aren't I?" he bows his head down, sighing. "I'm sorry—I just…you make me nervous…and when I get nervous, I sort of just…"

"Rant?" she says, smiling at him. "Don't worry…You make me nervous, too," she confesses shyly.

"Really?" he beams up at her.

She nods, giving him a mild smile.

A beat paces between the two, the air around them becoming thick. She knows this is it—their first kiss—her first real kiss. Before her confidence can flee, she crashes her lips into his, erasing the space between him.

He kisses her back, and moves closer to her.

It feels different than it did with Toby, but maybe Toby is just more experienced than Andrew. Probably. He is a grade older. She wonders just how many times Toby has kissed someone. He isn't the time to kiss and tell.

Why the hell is she thinking about Toby when she is kissing Andrew?

He pulls away, a lazy smile on his face, "I've wanted to do that for a long time," he tells her in a whisper.

"Me too," she admits, pasting on a smile. She presses her lips to his again, pushing harder this time, trying to banish the visual of Toby out of her mind.

The rest of their afternoon is spent more casually. They talk about small things; how they are glad it is the weekend, how Spencer has to wake up tomorrow at 6AM for field hockey practice, how National Geographic is having a special tonight on penguins. Then, at the end of the—whatever it is—he kisses her again, this time only peck. She doesn't think of Toby this time, but she wonders if it is only because the kiss was so short.

…

The next day, after field hockey practice, and shopping at the mall with Hanna Marin, Spencer finds herself at Toby's house, staring at the collection of toy cars he has collected. And he calls her a nerd.

She sits on his bed, and he sits at his desk, drawing or something. "You don't usually bring girls in here do you," she comments, still staring at the toy cars.

Taken off guard by the statement, he picks his head up from what he is doing, and looks back at her, "what?"

She looks towards him, "I mean…maybe you do, considering you haven't had a girlfriend…ever," she never really thought about it before, but Toby hasn't really had a girlfriend. At least not an official one. "Do they see your toy collection, and then realize you're a total nerd?"

He rolls his eyes, going back to whatever he is working on. Not facing her, he says in a hushed voice, "they aren't toys…"

She laughs to herself, sprawling out on his bed. She stares at his ceiling and notices a few tiny cobwebs, "you have a couple cobwebs on your ceiling."

"I'm starting to think you just came over to insult me…" he murmurs, keeping his face to whatever he is doing.

She chuckles. She isn't exactly sure why she is here. She was bored, she supposes.

"Do you wanna do something?" she moves into a sitting position.

"Like what?" he replies.

"I don't know. Catch a movie…rent a movie…something."

He turns his body around, facing her now. His arms hoist against the top of the chair, "am I boring you, Spencer?"

She doesn't respond.

"Fine," he responds. He twists his body around to close his sketch book, before he walks over to his bed, and takes a seat next to her. He sits close to her…too close to her. She scoots over a little.

"Do you wanna watch the National Geographic Channel?" he asks, but she can tell by the mock in his voice that he is only being an ass. She glares at him, biting her lip from letting out any slander.

He chuckles, "What? Did you watch too much of it with your boyfriend, and now you're sick of it?"

"He isn't my boyfriend," she nearly growls at him. "And we didn't even watch National Geographic…" she mumbles, her eyes going astray from Toby's.

"What did you do?" he asks after a beat, a mocking tone still running through his voice.

Annoyed, she challenges him, "what do you do with the girls you hang out with?"

He smacks his lips together, defeated, he sighs, "touché."

They both look away. A moment hangs between them. "How many girls have you kissed?" she blurts out. She knows it is a blunt question, but it is really the real reason she came over here. The question has been haunting her since yesterday.

He once again, looks caught off guard, giving her a look that can only be saying, are you serious?

"Why are you suddenly so interested in my love life?" he counters.

She admits she has never cared this much before. Maybe it is because she never really thought about stuff like this before. Before Andrew, the only boys that were on her mind, were Albert Einstein and Shakespeare.

"Just…curious, I guess."

He looks away, a concentrated look in his blue eyes, "I don't know."

"You don't know?" she blurts without thinking.

"It's not like I'm some player, Spencer," he gives her a look. "I just—do you really want me to count?"

She realizes that she is being ridiculous. If she pries for an exact number, he is going to think…think she likes him or something.

But it is just Toby. He has to know she is just asking out of curiosity. He knows how nosy she can get. But still, she doesn't press on.

She sighs, slumping her shoulders down.

A moment passes.

"Three," she hears. "Three, including you."

She looks up at him, he looks less annoyed than he did a few moments ago.

Three. Three, counting her. He can't be that much more experienced than Andrew, her mind immediately thinks. She pushes away the thought.

"Oh," she answers, not knowing what else to say—not wanting to express anything that is going on in her mind right now, in words.

The question of who these kisses were with pops up in her mind. No, Spencer. No, you cannot ask that, she tells herself.

"Is something wrong?" he asks, eyeing her skeptically.

"What?" she looks at him, "no? Why?"

"I don't know…you're acting…strange."

"Am I?" she responds.

He nods.

"I'm sorry," she mumbles, moving her gaze southward.

Silence.

"I gotta go," she blurts out, stepping off the bed.

"Where? I thought you wanted to do something?"

"I just remembered that I promised my mother I would be at dinner tonight. My parents are going on some business trip, and wanted to have one more family dinner."

It is a lie, of course, and she thinks Toby knows it. Never has her family had something like this. Sometimes she doesn't even know her parents are gone until they are calling from a different time zone. But he lets it go, wishing her luck.

…

Andrew has left to Alabama—visiting his grandmother, or something. She feels like she should be more upset. Maybe it is because he is only going to be gone a few days. It is hardly a long enough time to miss someone.

They aren't exclusive yet, and she is somewhat glad. She has been very confused the last couple days. She isn't sure where her head is. Maybe she should just focus to her academic relationship. Everything else is too confusing.

She doesn't even know why she is confused. She likes Andrew, but Toby always seems to seep into her thoughts, when she is around Andrew. Maybe it is just because she hasn't spent much time with Toby. She has been hanging out with Andrew a lot more than she has Toby, in the week. She has even switched lunch tables. She now sits with Andrew, but today he is gone. She can sit with Toby.

"Hey," Spencer announces herself as she takes the seat across from him.

"Hey," he responds, looking up at her.

"What's up?" she asks, piercing her salad with her fork.

"Nothing much," he offers. "Where's captain decathlon?"

"Not here," she responds, shoving a forkful of salad in her mouth.

"Which is the only reason you are sitting with me, right?" he asks, raising an eyebrow.

"No," her voice trails, giving him a shy smile.

He laughs, "alright then."

"Why are you sitting alone today?" she asks.

"I'm not. You're here," he replies.

"But I wasn't five minutes ago. Where's Holden? Or Emily?"

"Holden skipped. Emily—I think she is sitting with Paige."

"Oh," Spencer comments. "Luckily I'm here then, right?"

"Right…" he murmurs. He picks up his apple, staring at it. He plays with the apple in his hand, massaging it with his fingers. "But I'm always lucky to have you," he murmurs, looking up at her. But he is more than looking. He is studying her almost. Awaiting her reaction.

She darts her eyes away, staring at her water bottle. She picks it up, undoing the cap quickly, and washes it down. She feels hot all a sudden. She fears she is blushing. Why is she blushing? She continues to gulp down the water, hoping it will cool her.

"Someone's thirsty," he raises an eyebrow at her, as she puts the half drunken water bottle back on the table.

"Yeah," she mumbles, not meeting his eyes.

What the hell is she doing? Why is she being so awkward? What the hell is going on?

She stabs her salad with her fork, wishing it was Toby's face. He is doing this to her…he is doing something, and she doesn't like it.

She can feel him looking at her—studying her still. She glares at him, "what?"

"Nothing."

"You keep…staring at me," she lets out in a hushed voice.

He purposely moves his eyes away, "sorry," he mumbles.

"Why are you acting so weird?" she waits a moment to ask.

"I'm not the one acting weird, Spencer."

She grimaces, throwing her fork down. "What does that mean?" she demands.

"It means you have been acting strange," he says, calmly. "Not yourself," he elaborates.

She knows he is right, and perhaps that is why she got so defensive. But she isn't the only one being weird, he is too.

"I'm not acting weird," she grumbles, going back to her salad. She won't admit he is right.

Toby is about to say something, when Hanna sits down.

"What's the old married couple fighting about this time?"

"Nothing," the brush off the blonde in union.

"Okay…" Hanna replies, clearly not convinced, but not caring enough to push on the investigation. "Spencer, how is your nerd?"

"He is visiting his grandmother," Spencer replies, leaving out any details.

"During a school week? How scandalous!" she mocks. Spencer hears Toby laughing along with Hanna, causing her to roll her eyes.

But she makes no attempt to defend Andrew, instead she denies that he is hers.

"We aren't even dating," she goes on.

Hanna begins to fight with Spencer about this, but Spencer has a hard time listening to Hanna's argument. She is too engaged with Toby's facial expressions through the argument. He looks…pleased. Pleased that she denies Andrew of being hers. Maybe she is just going insane.

After awhile, Hanna gets tired of fighting, and goes off to her boyfriend, Caleb, leaving Spencer and Toby alone, yet again.

They forget their fight from earlier—before Hanna showed up—and dive into small talk. Toby tells her about his woodshop class, and how Holden, his other best friend, almost chopped off his finger the day before. It makes her laugh. Neither of them is being weird anymore, and she is thankful for it.

Before she heads back to class, he asks her if she wants to come over later. She tells him yes.

…

They lounge around in his room as always. Spencer has her homework, Toby has his sketch book. They don't need to say much to each other. The silence does not need to be filled. It is comfortable. Of course it is not completely silent, every now and then they will burst into conversation, forgetting their work.

When the sky begins to darken, and they both know it is time for Spencer to head home, Toby closes his sketch book, taking a seat on his bed, where Spencer is sprawled out, finishing the last remains of her homework.

"How can you possibly still be working on this?" he eyes her, then the loose leaf under her moving pen. "How much homework do you have?"

"I would have had it done faster if someone hadn't been interrupting me every fifteen minutes," she says, keeping her eyes on her work until the last word. She looks up at him, a half smile on her face.

"Hey," he defends, "you knew what you were in for coming over here on a school night."

"I guess that's true," she pushes herself up into a sitting position, "it seems you are a bad influence on me, Mr. Cavanaugh."

"Because coming over here on a school night is oh-so-rebellious," he teases.

She laughs.

It becomes silent again.

She hears him gulp, "the truth is…" he begins, his voice sounding nervous. "I didn't invite you over here to corrupt you," he confesses, still sounding nervous, but also teasing.

He has surely captured her attention now. She sits up straighter, putting her pen down from her hold.

"What is it?" she inquires, feeling the mood change. He is going into a deeper topic. They are no longer joking.

"I—," his eyes flutter a little to the ground. His mouth twitches before he speaks, "I am just going to come out and say it," he mumbles, finally meeting her gaze. A beat passes before he speaks, "I like you."

Another beat.

"I like you, too, Tobes," she offers, letting out a nervous chuckle.

"No," he declares, taking a deep breath in. "I like you…" he puts so much pressure on the word like it can only mean one thing. Still not convinced she knows what he is aiming at, he goes on, "…more than a friend."

Spencer swallows, unable to break the gaze with the boy next to her. She is in too much shock. She can't even register what is happening. He likes her? No, she would have noticed. She would have known…

"I have for awhile," he goes on, flashing his eyes down. His eyebrows furrow, "I think since the first time we kissed."

More shock.

That long? That was two years ago?! How could he like her for two years without her knowing? No. No. No. She would have known, he has to be lying. This has to be some…trick…or something. But why would Toby do that? He wouldn't.

"Why haven't—why didn't you tell me?" she stammers out.

He shrugs, "I didn't want to mess anything up…" he admits, still keeping his gaze in his lap.

Her tongue slams against the roof of her mouth. She doesn't know what to say. She doesn't even know what to say.

She doesn't even know how she feels about him.

"Why are you telling me now?"

"I—" he begins, "I thought that maybe…you felt the same way," he finds her eyes.

Her heart plummets into her stomach. She can feel her body become hot again like it did at lunch, and she desperately wishes there was a water bottle around.

"The way you've been acting," his eyes fall down. "I don't know…" he shakes his head. "Maybe I was just seeing what I wanted to see."

A long time passes between his words and hers.

"Or maybe you were right," her lips release. She doesn't know where the words came from. They just fell out.

He looks up at her, confusion glinting in his eyes. His lips part as if he wants to say something else. But before he can speak, she presses her lips to his.

It is another thing she didn't plan on—another thing that just happened.

He pulls her closer, his hands encircling around her waist. She brings her hands up to cup his cheeks, needing him closer, needing to feel his warm flesh underneath her fingertips. It feels so right. So insanely right.

She doesn't want to let go. She doesn't want to escape this new found energy and life that rumbles inside her. She doesn't want to let him go.

But she is forced too. She is panting for air, and so is he. They are still inches apart. She can feel his breath hitting against her cheek.

"I—I haven't stopped thinking about you," she relinquishes. "Even when I was with Andrew… I couldn't stop thinking about you. I tried to tell myself it was me just being nosy…me just missing you because we haven't been hanging out as much…but…" she swallows, wetting her lips, "I was lying to myself." Her voice is so quiet that if Toby was any farther away, he probably wouldn't have heard her. Their eyes don't dare to move from their intense gaze.

"And you knew," she breaks out into a smile. "You knew," she repeats in a whisper. "You know me better than anyone else—better than I know myself."

A small smile blossoms on his face as he sets his forehead on hers. He seems too overwhelmed to speak, "I—I wasn't expecting this," he admits, breathless.

"Me neither," she whispers, biting her lip.

a/n: so okay, i'm debating to make this a multi-chapter. If I do, it will be loosely falling the PLL plot! Sort of? In a way... there will be things from PLL that spoby will have to conquer ? Also, it probably won't be updated that frequently, but I do have ideas... so tell me what you think?! Please! If you do not know what I mean when i say it will be loosely based off the PLL plot, then let me explain further: basically it will be an AU where Spencer and Toby are best friends/couple and put into the real PLL world. There will be a lot of different things (as i said LOOSELY BASED), but it will have a lot of the same ideas...and characters...and things. Idk, tell me what you guys think.