One night in a motel room was all it took for Spencer Hastings and Toby Cavanaugh to become best friends. During the course of that night they managed to talk over everything that had happened between them and with Alison and they bonded over Scrabble, even if he had beaten her, which she still refused to admit.

The night ended up being so much more than just spying on Jenna, it was the beginning of their friendship, one of the best thing to ever happen to Spencer.

That night was still one of the best of Spencer's life; she had lost an 'enemy' and an obstacle and gained a best friend in the process. If someone had told her even just a few weeks previous to that, even after she started to tutor him in French, that she would become best friends with Toby she never would have believed them.

They had grown even closer in the following months, annoying her friends lightly once she became slightly inseparable with Toby.

Her parents disapproved at first, Toby's reputation obviously meaning more than they let on. They soon grew to realize that they had to accept it or their daughter would start to resent them for separating the two of them.

But now almost a year later something was different, something had changed.

Spencer had changed.

She was no longer innocent, goody-two-shoes Spencer, or she didn't want to be anyway. She wanted to be an adult and be treated like the mature woman she felt like.

The main way she felt like this would be possible was to lose her virginity. She had never been in a relationship long enough for her to feel ready. Her relationship with Alex Santiago had barely lasted a month and she had been nowhere near ready at that point. Then she had yet another almost relationship with Wren Kingston which had unsurprisingly ended before it had even begun, the two of them doing nothing more than sharing a few dates and kisses.

The one constant male in her life, other than her father, was Toby. He had always been there for her through everything, through various A Team attempts to ruin her life and break up their friendship.

Nothing ever stuck, no stupid stunt strong enough to keep the two best friends apart for too long.

Toby didn't seem to have much luck with women either, never going on more than just a few dates with a girl.

He had confided in Spencer once that Jenna was the only girl he'd ever had sex with, which wasn't consensual on his behalf and because of that he wanted his next time to be special, as corny as that sounded.

All her friends had lost their virginities - Hanna to Caleb, Emily to Maya and Aria to Ezra - but Spencer had never really felt the need to until now. None of them had ever pressured Spencer, made her feel like she needed to have sex to fit in with them and she knew that none of them felt that way.

She had never been the kind of girl who was desperate to have sex, no matter how many times Alison tried to convince her how amazing it is and how much she's missing out on. Hanna, Aria and Emily had never been like that. They had told each other about it, but they didn't make Spencer feel bad that she was the only one left and they would never make fun of her for it.

But now she felt ready and all she needed was someone who was special enough to take Spencer Hastings' virginity. And she knew exactly who that person was.

Toby Cavanaugh.

She just had to find a way to broach the subject with Toby without completely embarrassing herself if he said no.

What was she supposed to do if he said no? Was it really worth risking their friendship over something so stupid?

It couldn't hurt to at least ask.

Although Toby had left school halfway into his senior year, Spencer was currently in her second month of her final year and he allowed her to use his loft whenever she desired in order for her to keep up with her studies in peace, which she was extremely grateful for with the noise in her house whenever her parents were home.

They were sitting side by side on Toby's sofa, Toby sketching something and Spencer doing some physics homework.

There was a silence surrounding them, but neither of them ever cared as it was never awkward and they didn't feel like they desperately had to fill the silence with meaningless chatter.

"Is there something wrong? Are you stuck on a question? Because I'm absolutely no use when it comes to physics," Toby questioned, bringing Spencer out of her thoughts and back to reality, a place she longed to get away from more often than not.

"I'm fine, did you really think I wouldn't understand this easy physics work?" Toby laughed at this comment, knowing Spencer's impressive ability in any subject that was put in front of her, which Toby had always been jealous of, even before they became friends.

"You just looked completely out of it, like you were a million miles away."

"I was for a second. Can I ask you something? You don't have to answer if you don't want to," she said, regretting it already.

"Of course, you can ask me anything, you know that," he replied, his voice so soft and sweet that she couldn't help but be taken in by it.

"I know that you've had sex before so I just wondered what all the fuss was about."

"You do know that wasn't a question, right?" he teased, one of his favorite things to do as he knew just how much it annoyed her. "I don't have much experience and it wasn't the best, but I guess I could see how it would be appealing. The feeling of being close to someone, of feeling their every move, of hearing their every sound, every breath, feeling every touch. What made you ask?"

Spencer's silence alerted him and he couldn't work out what was wrong with her. She had been off slightly since she had arrived, like she had something completely different on her mind that was dragging her away somewhere else.

"I feel like I'm ready to have sex, but I'm just missing one vital thing that might help - a guy," she admitted after Toby nudged her arm in an attempt to get her to speak up. "It's stupid, really."

"It's not stupid Spencer, you could never say anything stupid around me. It's completely normal that you're thinking about these things. But don't worry, you'll find someone soon. Although he'll have to get through me first because I have to check if he's anywhere near good enough for the gorgeous, funny, intelligent, incredible, unique Spencer Hastings." Toby laughed at his own comment, but was surprised that Spencer stayed silent, used to her giggles at his sarcasm. "What's wrong? I've never seen you this quiet."

"I was just thinking. I think I've already met the guy I want to lose my virginity to." Her voice was quiet, softer than a whisper and she was surprised that Toby even heard her.

"I'm intrigued. Who is he? Have I met him?"

"You know him very well, maybe even better than I do." He still didn't pick up on her hints and he looked oblivious.

"Well what's his name? I'm clinging at straws here, at least give me something to work with!"

"It's you," she whispered, even quieter than before and this time he couldn't hear her at all so he forced her to repeat it.

"It's you!" she shouted, resisting the urge to laugh at his shocked expression.

"Me? Why me? It's not like I have so much experience," he said, his voice slightly higher than usual.

"I know how much you care about me and that you would make it special but not too big a deal. And I love you and you love me, but I would hate for it to change anything," she rambled, her words stringing together slightly in her nervous state. "I know it's a big ask but what do you say?"

"Are you sure you've really thought this through? I really don't want things to change between us, can we risk it?"

"You don't have to if you don't want to, you don't have to make up an excuse," she said, her voice soft, a slight sadness evident in it.

"I'm not making up excuses, because in all honesty the only thing that's running through my head right now is the thought of us having sex. But you're right that I love you, so what if it damages our friendship?"

"We just won't let it damage anything. I know that sounds stupid, but we're old enough and mature enough to handle it, especially if it's only going to happen once."

"Are you completely sure about this? You're not going to change your mind?" He sounded like he was coming round to the idea, although Spencer didn't realize that one of the reasons he was considering it was because all he could picture in his head was Spencer naked underneath him, begging him for something, anything and writhing in the ultimate pleasure he was giving her.

"I've thought about nothing else for the last two weeks. Is that your way of saying yes?" Her voice was slightly hopeful though she tried not to let it show.

"If you're sure about it, how can I say no?" Toby laughed again but he didn't manage to get a chuckle from Spencer.

"But I don't want you to say yes just because you want to make me happy, especially not if you're unsure. At least think about it before agreeing 100%," she said, surprising herself at the suggestion. He had already basically said yes, so why was she giving him a chance to change his mind?

They agreed to wait until after they had eaten something for dinner to talk about it again, but even then Spencer was reluctant to bring it up again as she didn't want him to feel like she was putting pressure on him to say yes if he still wasn't sure.

"I've been thinking about what we were talking about before and I'll do it," Toby announced out of nowhere, bursting the web of silence that was clinging to them. "I'll have sex with you."

"Are you sure about this?"

"Isn't that something that I'm supposed to ask you?" This time he got a giggle from Spencer, something he had been waiting to hear all evening.

He had always loved her laugh, from the soft giggle to the fits of laughter that he had her in a lot of the time. It was one of his favorite sounds in the world. He knew how much she had been through in the last two years so to hear her truly let go and have fun with nothing to hold her back was amazing to Toby.

"But yes, I am sure," Toby confirmed, and Spencer breathed a sigh of relief, although suddenly her mind was engulfed with thoughts of whether it would really be okay and whether their friendship could survive this.

"I'm not really sure what to do now," Spencer confessed, twiddling her thumbs awkwardly.

"Well when do you want you want to - you know? Friday night?" Despite being the experienced one, Toby was still nervous so he couldn't even imagine what Spencer was feeling.

"Friday night sounds good. I'll just tell my parents I'm staying at Aria's." She realized too late that he hadn't actually invited her to stay the night and tried to backtrack. "I'm sorry, I just realized that you haven't actually asked me for the whole night, just the sex part. I'll just shut up now."

"Spencer, I thought it was implied anyway that you're more than welcome to spend the night here. I'm not just going to have sex with you and then kick you out, did you really think I would do that?"

"So we're on for Friday then and I'll stay the night afterwards." Spencer tried not to smile too widely, but she couldn't stop the wide grin on her face.

"Perfect. Can I ask you something, Spence?" Toby asked, suddenly nervous again and Spencer had no idea why.

"Sure, you can ask me anything,you know that. Nothing's going to change remember."

"You said before that you've never had sex, but h-have you ever had an orgasm?" Toby's voice was slightly shaky and now Spencer understood.

"No, I've never really gone that far with anyone and I-I've tried on my own but I never got very far and I got pretty impatient so I just sort of gave up." Spencer was shocked that she actually managed to get those words out, already feeling more comfortable around Toby than she ever thought possible, especially after the awkwardness of the last few hours.

"That's perfectly normal Spence. But don't worry, I'll sort that out on Friday," he said, winking in her direction. Spencer's cheeks turned a bright shade of red as his words sunk in.

She was actually going to have sex with Toby Cavanaugh. She couldn't wait.