So this is my first time writing anything substantial... This story is an AU where Alison gives into her real emotions when Emily kisses her in the locker room. I might continue this story further into the fetus Emison relationship but I'm not sure yet. Theoretically, this would be set in a world without -A, and so Alison never disappears. There is definitely a bit of angst, but things are sure to turn out okay in the end. Enjoy.

*Smut warning*

Emily was usually the last person in the locker room after school. Habitually, she took her time, and showered thoroughly, even though all of her practices were spent in the pool. It helped her sort her thoughts... which were mostly about Alison. To Emily, Alison was an enigma, and after their kiss in the library, she thought she'd finally understood all the feelings and turbulence clouding her brain and chest, whenever Alison was around.

Today was different. Alison had just joined the field hockey team, and Emily had promised to drive her home after practice. Emily finished her shower early, and got dressed in privacy, knowing full well what Alison did to her body. Emily was nervous enough around her; she didn't want Alison to find out that she was aroused too...

Emily, fully dressed, stepped out from behind the shower curtain, and made the small walk to her locker. Alison's locker was right next to Emily's, and it seemed as though Ali had no modesty, as she was standing next to it, wearing nothing but a light blue towel. Of course, that made Emily's heart race, and her underwear was no longer just wettened by the moisture left from her shower.

"Oh hey Em!," Ali said, as she lightly toweled her damp hair.

And that was it. Straight to small talk.

The truth was, Alison was nervous around Emily too. She never thought she'd admit it, but Em had an effect on her that was really quite startling. Emily made Alison's heart jump, and stomach pull, in a way that she thought was supposed to be reserved for boys... She'd had a moment of weakness the day that she'd flirted with Emily in the library. It was all so confusing, because the truth was, Alison had wanted a much deeper kiss than the one they'd shared. She'd actually wanted to suck Emily's face right off!... It wasn't any easy feeling, though. She had never felt so ashamed of being intimate before. She always kept people so distant from her real feelings; that way, she never really got hurt. But it wasn't like that with Emily. It was so new, and so close, and, really, Alison was more afraid of rejection than she could ever let on.

Alison was having another moment of weakness. She saw the way that Emily was studying her toweled body, like it was a work of art. She knew Emily wasn't listening to what she was saying at all, but that was almost better, because her words were only hiding Emily from her own, obvious, attraction. Ali's skin felt like it was on fire, and Emily's hands were itching to take Ali's towel right off, and onto the floor. As if they could read each-other's minds, Ali dropped her towel and turned to face Emily, her whole chest exposed.

"God!, Alison thought, kicking herself, "Why did I do that?!"

Alison scrambled quickly, and with a signature smirk, made up an excuse about new underwear. Emily was in such a trance, that although she felt the emergent need for sexual release, she just stood there, staring at Alison's figure, and nodding her head like an idiot. Ali prayed that Emily didn't see her hands tremble, as she exposed her back and butt, which was covered in lacy, white, French underwear. Ali grabbed her bra off her locker, and turned swiftly, not even thinking about the impact the turn would have on her breasts.

"Dammit!," Alison thought to herself, amidst a secret curiosity. She really liked the look on Emily's face; it was timid, and hungry at the same time. Alison was hungry too. Without intention, Ali's thighs got warm and wet. She needed Emily's touch.

She mustered her strength, and unwaveringly said, "Do me a favor Em, hook it for me?" Although, she wasn't really asking. She almost lost her balance when Emily's warm hands touched the small of her back. As Emily hooked Alison's bra, they both felt like their worlds were moving in slow motion. Alison was glad that Emily couldn't see her close her eyes and bite her lip, when Em's hands finally rested on her shoulders.

Emily was in pure ecstasy. She was sure Alison would feel her unsteady breathing on the crook of her neck, and know, immediately, of her incomprehensible admiration. Almost unknowingly, Emily placed a small, warm kiss on Ali's neck. The impact of Emily's lips sent shivers down Ali's spine and she panicked.

It was pure panic.

She felt as though she was too close to falling for Emily, and so she feverishly clambered to safer land. Harsh words protruded from Alison's mouth with such force, that it curled around Emily's entire being, and crushed her, like a hungry jungle snake that's ready to eat. Both girls reeled at Ali's icy tone, and Emily's face flushed red with horror and humiliation. Em quickly packed up her things, and without a word, she started to make her way out of the locker room.

Alison hurriedly spit out, "Where are you going? You're my ride remember?," in the most patronizing tone she could give.

Tears choked Emily's throat and threatened to leave her completely exposed, making her even more vulnerable to Ali. Somehow, after what may have been an eternity, Emily said,"Fine. Then I'm going to the bathroom."

Alison's previously slow and exotic world, was now moving rapidly and apprehensively. She had to find a way to recover from all the damage she'd just done. As Emily turned around towards the bathroom, Ali's brain racked for ways to make it out of the hole she'd dug for the both of them. The heartbreak pulsed through Alison, like Emily's hollow words still bounced around the, now otherwise empty, girls locker room. They must have been in there a while, because the whole place had cleared out.

As the sounds of Emily's footsteps grew fainter, Alison's regret grew deeper, and stronger, until she claimed it, and sprinted towards the bathroom. She wasn't going to do this anymore. She wasn't going to pretend she wasn't already madly in love with Emily Fields, and she wasn't going to keep hurting the person she loved most, simply because she hated herself. She was so, absolutely, and incredibly, done.

Alison jumped in front of the shuffling Emily, and threw the both of them into the largest bathroom stall. The door swung shut, as Alison let go entirely, pulling Emily into a deep, hungry, and passionate kiss. Emily's eyes opened in confusion, as the heat returned to her center, and she scrambled to understand what Alison was doing. Ali backed the both of them into the concrete wall, at the back of the large stall, and kissed Emily again, only this time, Ali traced Emily's mouth with her tongue, and sucked on Em's bottom lip until their mouths separated with a loud "smack". Emily's rage suddenly subsided, and she pressed the weight of her body towards the back wall, and further into Alison. Alison tilted her head up with a quiet moan, as she felt Emily press against her bare skin. The heat was now radiating off of Alison's body, and she was grateful, in more ways than one, that she'd never had the chance to get dressed, and she remained in only her matching undergarments. Their mouths met over, and over, until Emily unzipped her hoodie and Alison pulled off Emily's tank top. Emily slowly lifted Alison upwards, and onto her leg, as she leaned it against the wall for support. Emily could feel the dampness protruding from Ali's underwear, and she hungrily sucked on Ali's neck, in the same sensitive spot, that she'd lightly kissed earlier. There was no timidness in Emily anymore. She easily unhooked Alison's bra, wisped it off of her arms, and tossed it onto the floor with the rest of the clothes. She started back at Alison's neck, and was quietly thankful, that the locker room would remain empty at such a late hour. Alison's loud moans resonated through the locker room, and out into the hallway, but neither girl paid any attention. Instead, Alison lightly raked her fingernails into Emily's back, while Emily started in on Ali's breasts. Emily lightly thrusted Alison, moving Ali's wet center down her leg, as she tongued Ali's hard left nipple. She moved one hand onto Alison's thigh to get a better grip, as she continued to shift their weight together, making Alison's body quiver with pleasure. Emily leaned in close, and whispered into Alison's ear, her warm breath making the hairs on Ali's arms stand.

"Can I touch you?"

"Oh my god, Em. Please!," Alison sputtered out, clearly overwhelmed by the friction collecting between Em's leg, and her clit, as the rough, lacy fabric of her underwear tore into her.

Emily dropped Alison off the wall, and Alison immediately stripped herself of her last piece of underwear. Quickly, Alison unhooked Emily's bra and slipped it off of her, while Emily shifted Ali's weight, placing her back on her knee, and onto the wall. Both girls connected, erotically, as Emily's breasts and bare leg made contact with Alison's nakedness.

Alison whined, and Emily grasped Ali's left thigh tightly, teasing the sensitive skin around Ali's clit, making the poor girl cry out in need. Emily knew Alison needed more, so she kissed Alison once again, deeply, and looked her in the eye, as she swiped her thumb over Alison's clit, laying the rest of her fingers between Alison's wet folds.

"Oh god! Fuck!," Alison yelled, as she held on tighter to Emily, trying not to lose her balance.

Emily rubbed Alison's nerves harder, and in circles, until Alison screamed desperately, "Fuck, Em, please just take me!"

Emily smiled and kissed Alison, once again, while moving her fingers close to Alison's entry. Alison moaned into Emily's mouth, as Emily inserted a long finger into Alison, slowly and carefully, so that she wouldn't hurt her. Alison closed her eyes, and almost silently, gasped, digging her nails deeper into the small of Emily's back. Emily rhythmically moved faster, and deeper, into Alison, until she found Ali's spot. A moan escaped Alison, and she whispered "Please Em, more."

Emily nodded adding a second finger, making sure to hit Alison's spot again, and again. Emily continued by rubbing her thumb over Alison's nerves.

"Oh Fuck, Em I'm so close!," Alison said breathlessly, her walls starting to tighten around Emily's two fingers.

Emily took that as a cue to add a third. Alison caved, and Emily kissed he,r until Alison started to shake.

"Oh god, I'm coming! Oh fuck! Emily! Oh god, Em!"

Emily relaxed her thrusting, as Alison fell apart on her.

Emily lightly began to kiss Alison's chest, painting clouds with her tongue, following all the way to Alison's neck, while Ali rode out the waves of her violent orgasm, all the while, whispering Emily's name with exhaustion. The sound of her loud finish echoed around the empty locker room, like screams echoing through a canyon.

Finally, Alison's breathing relaxed, and she looked desperately into Emily's soft brown eyes. Alison leaned in to kiss Emily, as Em pulled out of her, her fingers covered in Alison's juices. Both girls were breathless, and sweaty, as Emily slowly lowered Ali off the wall. Alison almost fell down when her feet hit the floor. Her tired and weakened legs, struggled to hold her weight. Emily saw Alison's difficulty, so she wrapped her arms around Alison tightly, still desperate to remain connected.

After a long hug, Emily broke the silence and whispered, "Alison DiLaurentis, you have quite the sailor's mouth."

Her grin slowly wiped off her face as they separated, and she saw the tears that had collected in Alison's bright blue eyes. Emily cupped Alison's cheek and waited, with concern, for Alison's explanation.

"Emily," Alison croaked, "Please don't tell anyone."

Tears spilled from saddened crystal pools, and Emily tried anxiously to calm the blonde's vehemence. Holding her again, Emily ran her fingers through Alison's silky wet hair.

"I won't. I promise," Emily whispered, carefully.

Alison separated from Emily, meeting her eyes. "I'm sorry Emily, I'm just scared."

Her voice trailed off, as a last tear rolled across her rosy cheek.

"Don't be," Emily said, with a kind and understanding tone. "

We'll figure this out together, ok? You won't be alone, I promise."

Alison grasped at Emily's thick, dark hair, and placed a soft kiss on the swimmer's forehead.

"We should get going. It's late and my dad will get worried..."

"You're right, " Emily said, "Let's get dressed and I'll take you home."