Prompt (via anon review): Spencer waking up in the middle of the night when Toby is sleeping over and she goes downstairs and sees him in dark clothing with his back to her and she has a panic attack remembering 3x16.

Disclaimer- I am not personally familiar with the implications of a panic attack, so this is admittedly a scaled back version of what the anon may have expected..

Also, I sort of went wild with framing this request in a larger plot. You'll see what I mean as you read, but I do want to clarify something important - I am fairly certain that an extremely similar prompt was submitted to another writer on Tumblr. I recall reading it maybe months (?) ago now & I want to acknowledge that this idea has already been done before. Any similarities are coincidental since I only read that prompt once when it came across my dash a while back. I did my best to add a lot of unique elements & expand the story, so hopefully there will not be much in the way of duplication.

As always - Thank you lovelies for reading :) I own nothing, including the rights to the OneRepublic song that inspired the title of this fic.


She knew she was teetering on a dangerous precipice. It had happened like this before and she was fully aware of her boundaries…and yet, she still found herself dangling at the brink of a disastrous collapse. Apparently this would be a lesson that she continued to learn the hard way.

Her course load was the first strike. It had been extremely foolish of her, but she'd defied her personal restrictions on credit hours this semester, telling herself that the long-term benefits would outlast the temporary strain. He would never openly admit it, but Toby was barely covering his expenses with the vast clutter of odd jobs and various projects that dragged him up and down the northeastern seaboard. He had some really good connections with a handful of respectable contractors, but the work fluctuated and the travel could really put a drain on his finances. The cost of living was astronomical in her pretentious little college town, so he'd settled a few miles down the interstate in a quiet nook halfway between her and the Pennsylvania state line—even there, the rent was relatively horrific. So to Spencer, the natural conclusion was that she needed to accelerate her way through undergrad and join the work force as quickly as possible. It just made more sense for them to combine paychecks and haul the load together.

Which brought her to strike two. Sleep found its way to the bottom of her priority list. She was cramming away, burning way past the proverbial midnight oil, reading and writing and memorizing like her life depended on it. She had been dodging his calls and breaking what few dates they had planned, knowing that it was all a brief sacrifice and that they'd have the rest of their lives to be together. Spencer realized that she was creating an unfair breach in their relationship. She was cranky and elusive, holding Toby at arm's length even though he'd done nothing to earn that sort of lousy treatment. If she could push through this semester, take extra classes while interning over the summer, and get Senior Seminar bumped up to the fall, then she could finish next December. It would be the perfect head start for them.

Just make it to Spring Break, she'd repeated to herself on a loop, just get through these last few weeks and then you can rest for nine whole days.

That was until she'd actually stepped through her front door and been greeted by the dreaded twosome who she was forced to acknowledge as her parents. She hadn't seen her family since Christmas, and according to them, those two and a half months had not been good to her.

To be honest, she knew she deserved their scrutiny. Her hair hadn't been trimmed in who knows how long, the skin around her eyes was thin and discolored, and her bones were jittery with an upshot of caffeine overload. She was worn out and it showed.

On her third night home, her mother and father had taken her out to a nice dinner at the Club. She had an old dress on, a hunter green sheath that had been purchased when she was maybe sixteen. It hung too loosely but she hardly noticed. She was exhausted. Unable to shake the offbeat sleep cycle that had become an entrenched habit, her body just wouldn't shut itself down and a ruthless case of insomnia had taken over each time the sun went down.

She was halfheartedly picking at a green bean when they'd announced their concerns.

Adderall. They thought she was back on Adderall.

Strike three.

"You're kidding me." It was like a blunt punch to the stomach. "Of all things, that's your first assumption?!"

Her father had hissed something about not making a scene, but she stormed out anyway. They kept silent until they were back in the privacy of their stoic mansion.

"We aren't accusing you, honey. But something is going on and if you deny it then—"

"Then what? You'll ask me to start peeing in a cup again? It's been three years and this is automatically what comes up…I'm sorry, but I can't be near either one of you right now."

She'd barricaded herself in her room with a pathetic swallow of recognition—she had nowhere to hide from them. Her friends were scattered across the country on different academic schedules, so their houses were of no solace. Toby's loft had long ago been leased to new occupants and he was miles away from her now, working a job somewhere in New England. Was it Massachusetts? Vermont, maybe?

Great. She was beyond stressed, sleep deprived, apparently looked like a drug addict, and worst of all? The title of world's most awful girlfriend went to her. She'd been so distracted the last time they'd spoken that she couldn't even recall the simplest of details. It pushed her right over the edge, to think that he could be anywhere and she was unbearably clueless as to what he was doing or where he was doing it.

She was infuriated with her own tears. This was stupid, nothing she couldn't handle like a well-adjusted adult. For all of the millions of obstacles she'd overcome in high school, this should be inconsequential. What the hell was wrong with her?

When sleep did finally claim her well into the dewy pre-dawn hours, it was with fresh dots of saltwater still soaking into the pillowcase.

After another day and half of frosty isolation, her parents did what they'd always done best—deserted her. She nodded mutely as one rambled about a conference, the other rattling off an itinerary of arraignments in Harrisburg. They would both be back by the weekend.

Under different circumstances, Spencer would have been outraged. She wouldn't be home again until May, and even then, she only had a few weeks of summer vacation before her internship took her back to New York. But instead, all she felt was burgeoning relief. Being near them was like being trapped in a fish tank with some pesky spectator constantly tapping on the glass. The analogy fit so well that she could practically hear the pattering sound of…

Tap, tap, tap.

Okay, either she was legitimately losing her mind or—

Spencer peeled herself off of the chaise lounge and squinted toward the kitchen door. She wrapped her oversized cardigan more tightly around her body and raked a hand through the knot of her wavy hair, trying to gather herself into some sort of presentable appearance. Faded blue dusk streamed through the windows, obscuring the room in shadows. When had it gotten so dark?

"Spence? Are you there?"

Toby.

She was equal parts elated and distraught. It had been too long and she wanted nothing more than to be sustained within his strong arms. But she had no right. It had been over a month of lukewarm neglect on her part. Guilt wracked her insides. What if he was furious? What if he'd shown up here just to cut his losses and move on without her?

"Spencer?" His voice raised an octave as he jiggled the doorknob.

He was beginning to sound frantic, and the idea of hurting him any further propelled her across the room with a haste that she hadn't felt in days.

"Hey," his tone was rich and smooth as soon as the door was open, his hug swallowing her up instantaneously. "I was starting to worry that I'd missed you again."

Her brow furrowed and she twisted backward just enough to catch his aquamarine gaze. "What do you mean 'again'?"

Toby took his time answering her, pressing several kisses into her hair and over her forehead before reeling back again. "I tried stopping at your dorm the Tuesday before your break. It wasn't much of a detour for me to swing by on the way to Hartford and I…I just really wanted to see you."

"Oh," she returned meagerly, feeling endlessly small at the sadness packed between his words. "You should have called me if I wasn't in…"

"I did. Your phone went straight to voicemail every time I tried you. It was getting late and I had a four-and-a-half hour trip ahead of me, so I eventually had to give it up."

He didn't say it unkindly, but Spencer heard the discreet frustration that laced each syllable of the account. It was no wonder. Everything he'd just said was a recycled line from the hundreds of missed calls and one-sided texts that had recently transpired between them.

She couldn't bring herself to face him, so she tucked her head back into his familiar leather jacket and hugged him again, muttering her words against his shoulder. "I'm sorry, Toby. I was at the library and had my phone off…it was after midnight when I remembered to check it, and then I was sure that it would be too late to call so…"

She was having trouble finishing her sentences, and it probably had something to do with the fact that she didn't even believe her own excuses anymore.

Toby shrugged it off, his hands kneading soothingly over her back muscles. "Don't get worked up about it. We're together now so let's not dwell on anything else."

"You…you came all the way from Connecticut? I thought you'd be busy all week..."

He took a step back, examining her face carefully before taking her hand and drawing her toward the living room. "We finished early. No biggie."

His eyes were mysteriously clouded as he said it, but Spencer didn't press him for an explanation. She was too tired to overanalyze and wasn't really in a position to be asking a whole lot of questions anyway. Her conscience wouldn't hold up against a retaliatory inquisition.

The rest of the evening went quietly, a calming stillness finally seeping into her bones as she huddled up against him. They made a fire and put in an old movie, neither one of them really paying much attention to the screen. They exchanged languid kisses and traded stories in conspiring tones, doing what they could to catch up on lost time. Spencer even found herself giggling as he recounted a silly anecdote about his landlord, a shriveled old man who never kept a single opinion to himself and always referred to Spencer as 'the chickadee with the legs.' It was nice to let her brain unwind a little, especially when Toby was the one to thaw her out. She had nearly forgotten how natural it was with him, how easy and light their rhythm could be.

But as the night lagged on, she let herself stew on that particular thought a little too heavily. Why did she let herself do this to him? God, she'd missed him, but she only had herself to blame for that. Why did he even want to drive the all the way to Rosewood for someone as cruel as her? She was confident that her perpetual distance had been painful for him to endure, and yet here he was sprawling out next to her like she'd done him no wrong. She gradually inched away, the shame of her unpardonable actions creating a physical wedge between his body and hers. The word underserving was branded into her head. She was just not worthy of someone as great and understanding as Toby.

If he noticed her increasing detachment, he didn't mention it out loud. After a series of at least seven yawns, Toby finally reached for the remote and lazily clicked the power button. "As much as I want to stay up and talk more, I don't think I can keep my eyes open for another minute. Is it alright if we turn in, Spence? I'm beat."

"Sure, of course. And hey, good thing my parents took off. You don't have to worry about a glaring match over the Wheaties box tomorrow morning."

It was supposed to make him laugh. When they'd visited Rosewood over her holiday break, Spencer had put her foot down and demanded that a 21 year-old shouldn't have to squirm about her boyfriend staying the night, especially when his family had moved away and he had no other options. If her parents couldn't agree to that, then their daughter would just celebrate Christmas at the Edgewood Motor Court without them. To say that it had been an uncomfortable conversation would be a vast understatement. She eventually won out, gleaming with pride even though Toby looked like he might die from the awkwardness of it all. Her father had been absolutely purple as the couple came down together the next morning, the supposedly cheery family breakfast feeling more like a reincarnation of the Cold War. For all the uneasiness that they'd experienced in the moment, the whole ordeal had morphed into a hilarious inside joke by the time they were traveling back to New York. They laughed raucously, deciding that the sourness of Peter's facial expression had somehow surpassed the infamously tart taste of Nana's leftover fruitcake.

So when Toby merely nodded and scratched the back of his neck at the reference, Spencer was positive that he was upset with her. She fretted about it from the time they stood up until the time they were both hidden beneath her sheets, still gnawing anxiously at her bottom lip long after Toby had fallen asleep. She'd ruined everything. Her parents didn't trust her and neither did he. A few hours of contentment couldn't erase what she'd been doing to him all semester. He had been wounded and she was the one holding the knife.

Spencer stared at the ceiling for what could have been an eternity, making an itemized list of every wrong move she'd made since that January road trip. They had been happy that day, cheeks pink, their hair sprinkled with tiny flakes of snow. If she could go backward in her mind and tally up each mistake from that point forward, maybe then she'd be able to figure out a plan for how to fix all of it. They had never broken up without –A's prompting. It made her shudder to think that if all came crashing down this time around, it would solely be her fault. No hoodies, no threats. Just her.

And then she shuddered a second time, letting her subconscious relapse into the murky past that she would forever associate with this ghastly little town. The passing of years had done something to dull those bitter memories, but Spencer was sure that they would never be completely abolished. Lying there in that bedroom was almost too much to handle. It triggered a grayscale montage of her lowest points…how close they'd come to losing it all…to losing each other time and time again.

When she did finally surrender to the sandman's spell, her dreams were much more sinister than her reality.


He was momentarily disoriented when he woke, unsure of where he was or what had caused him to stir. His lips pulled into a frown when his blurry gaze landed on her. Spencer was curled into a miniscule ball, her eyebrows scrunched and the sheets bunched below her feet. For maybe the first time in all of the nights that they'd ever shared a bed, not a single part of her was touching him. It was so unlike her. Even in the beginning, when they hadn't so much as kissed, she was incapable of keeping her hands to herself overnight—something she'd confessed to him much later in their relationship.

But tonight? Nothing.

To put it simply, she was scaring the hell out of him.

He sat up and pinched the bridge of his nose, willing himself not to cry. It had to get better. Whatever this was, it would resolve itself eventually…right?

Toby hauled his aching body off of the mattress, stooping to reposition the duvet over her slender shoulders before creeping toward the door. He was starving, which was really of no surprise. He'd skipped dinner to get to her and now his stomach had finally caught up with him. Shivering against the early-spring chill that permeated her room, he grabbed a sweatshirt from his bag and took one last glance at his slumbering girlfriend. For all the money he'd just forfeited, or the miles he'd spent cramped up in his truck without food or rest, he still found himself boundlessly grateful to be near to her. His only regret was that he hadn't come sooner.

He didn't trip over a single step, effortlessly navigating his way through the pitch black oblivion and descending into the kitchen that almost felt like his own. It was funny that way—he had spent countless hours in this house, a speckled collection of sunny afternoons and glittering twilights. He knew where they kept the peanut butter, was keenly aware of the intricate toaster settings, even took it upon himself to change the occasional light bulb. Sometimes he found himself speculating about who spent more time there—him or the actual homeowners.

With a fond bit of nostalgia, he smiled at the number of memories they'd made in this kitchen, thinking specifically of the night in late May when Spencer had just graduated from high school. Her parents had gone up to their room and her friends were goofing off out in the hot tub, Hanna beginning to squeal somewhat drunkenly from the patio. He'd caught her alone, snagged a bottle of champagne from the liquor cabinet, and kissed her sloppily against the pantry door after a dizzy round of absurd toasts. God, she had been so stunning in that slim white dress. His eyes had been hopelessly fastened on her, even after Caleb walked in on them with a loud guffaw. Spencer had flushed pink and bashfully ducked her head into Toby's chest. They'd been inseparable for the rest of the night, their hands linked and their eyes shimmering beneath a velvet sky.

Now she wouldn't look at him at all, let alone with that kind of starry adoration. If he knew what he'd done wrong, he'd gladly apologize. He was at the point where he was going to start apologizing anyway, making amends for whatever reasons he could just invent out of the blue. There was nothing he wouldn't do to repair the growing rift that seemed to be widening further and further with each hundredth of a second.

Toby shook it off as best as he could. At least she was actually sleeping; according to his brief talk with Veronica, there hadn't been a whole lot of that going on lately.

He was rummaging aimlessly through the snack drawer when it happened, absently hoping to find something more appetizing than Mrs. Hastings' dried up breakfast bars. The creak of floorboards from behind him sent his heart straight up into his throat. But that was nothing compared to the vision before him once he'd whirled around to face her.

Spencer stood there with mouth agape, her fists shaking and raw anger scrawled into her brow. "Is this what you're looking for?"

For as agitated as she was, he really had no idea what she was referring to…it just wasn't adding up for him. Sure, her earlier behavior had been peculiar, but this level of rage truly bewildered him. It was almost as if...

"Spencer? Do you...do you think that—"

Her hand sliced through the air, but he didn't allow her palm to connect with his cheek. Not this time. His fingers sank into the pale flesh of her wrist as the truth settled over him. She was somewhere else, her mind once again altered with a vile hallucination of their tumultuous past. Tears were flying down her face in rapid strokes. She tried to wrestle her arm out of his grasp, but he certainly had a physical advantage over her. "You've gotta snap out of it, Spencer. This isn't what you think it is. I'm not here to hurt you, baby—"

"Let go of me! I mean it, Toby, I swear that if you don't let go...h-how could y-you do this!? How could you be working with her, how...h-how..."

She was dissolving into sobs, still fighting viciously to be released.

"Spencer, listen to me. I'm not -A. There is no-A. You aren't in high school anymore, okay? This has all been over for nearly three years." He bent closer, his mouth pressed directly to her ear and his arms locking in a vice grip around her trembling frame. "Do you hear me? -A does not exist, baby. You're in college now, you're twenty-one, and it's all over. It's been over. And I've always loved you. Always, Spence. And you love me too."

He had to bite his tongue to stop from adding his own personal commentary—at least I think you still love me.

Her knees gave out unceremoniously. In two steps, he'd dragged her to the island and lifted her atop the marble surface, cautiously cupping her face in his hands. "Come back to me, Spencer. Tell me you know that it was a nightmare, sweetheart. It was all just a horrible nightmare, it isn't real."

She whimpered incoherently back to him, her chocolate eyes enormous but slightly less frantic than before.

"Look at me, Spence. I'm not the same, am I?" He ripped at the zipper of his hoodie, getting the wretched thing off of him as quickly he could. "This is just a sweatshirt. It isn't even black."

Her panicked regard scanned over his body, seeming to take in the plaid sleep pants that were obviously not part of the usual -A ensemble. "B-but...the drawer...you were digging for..."

"Just something to eat." He pivoted slowly as to not startle her further. Turning back, he held up the first item he could fish out of the still-open drawer. "See? A bag of cashews. No keys, right? Nothing but a snack."

She sniffled with a scraping tremor. The confusion was gradually melting from her countenance, but the chaotic rise and fall of her chest had not yet lessened.

Shifting tactics, Toby nudged his way between her long legs until she would look him in the eye. "This scar, the one just below my eyebrow. Did I have that back when you were seventeen?"

"N-no." Her head swiveled mechanically from side to side. "You...you got hurt on site...s-someone dropped their wrench from the platform above you…"

"Yes! Good job, baby, that's exactly right. Okay, and how about this?" With all of the tenderness in the world, he picked her hand up off the counter and ran it over his toned abdomen. "Feel that one? It's from when my appendix burst last year. I was in Providence and it was right before your fall midterms, but you still drove across two states to be there with me. Remember that?"

Her nod was accompanied by the tiniest of smirks. "You offered to help me study for Philosophy, but you couldn't even read the study guide because…because the anesthesia made you that loopy."

"Oh, thank God." His fingers wove into her hair as he kissed her both of her cheeks, moisture glazing his eyes when he breathed a weighty sigh of relief. "That hasn't happened in so long, Spence. I was so afraid that I wouldn't know what to do anymore...that you wouldn't want to come back to me."

"I'm so sorry…" Her chin wobbled with an assortment of embarrassment and grief. "I—I haven't experienced anything like that in at least two years."

The despondent tone beneath her words shattered him into pieces. "It's okay, sweetheart. Really, it's going to be okay. Please don't feel bad, it's not like you can control it."

He tried to lure her further into his arms, but she resisted with a trace of suspicion in her expression. "You…you said you weren't sure if I would want to come back to you?"

Her delayed inquiry felt like a noose around his neck. "I guess…I guess I'm not really sure where we're at these days."

"Toby," she breathed out in the most heartfelt manner he'd ever heard, "I will always want to come back to you. Nothing could change that."

The sincere pressure of her fingers against his bare shoulders sent butterflies all through him. "You have no clue how badly I needed to hear that."

"Oh, Tobes," she murmured faintly, leaning forward to kiss his forehead from her heightened perch. "Don't you know that you're the only one who keeps me sane? I'm sorry I've been like this, but it isn't you at all. It's one hundred percent me. I get in my own head and screw things up…it got to the point that…that my parents…"

"What? What did they do?" His mouth went dry with this turn in the conversation. He should have just told her about them up front, but it was bound to come out now. Secrets just weren't an option for them, not with all the destruction they'd caused in the past.

Her eyes lowered disgracefully. "They basically accused me of being back on pills. I knew I looked bad, but I didn't realize it was that bad."

"Spence? I have to tell you something."

She glanced up unenthusiastically as he caressed her chin.

"Your mom…" He bit his lip and summoned an additional blip of courage, "she called me today. They were worried about you and—"

"And they asked you to come babysit me?!" She flinched away from him, her limbs jerking backward out of his reach.

His head shook adamantly. "It was not like that. She didn't even ask me to come at all, I promise. That was my idea all the way—she was just checking to see if I had any insight on what was going on with you. But her calling confirmed everything I was already thinking and I couldn't bear to be away from you for another day."

That answer seemed to soften her exasperation, but a creasing frown still distorted her features. "So…you think I'm on Adderall too?"

"No," he answered immediately, his hands tentatively grazing over her thighs. "I told her that you wouldn't go there. If you don't believe me, you can ask your mom for yourself."

She regarded him soundlessly for a long moment. "I don't have to ask her. I know you'd be honest with me."

A slight portion of contrite heaviness lifted off of his chest, but he wasn't done yet. "Well in the spirit of honesty, I have another confession. The crew in Hartford didn't finish early. I told them that I had to back out for personal reasons."

Spencer's jaw went rigid. "You didn't need to do that."

"Yeah, I did. Something is obviously very wrong here, Spence." He maneuvered a wayward curl behind her ear. "Why do you think you had that dream tonight?"

"Must have been something I ate." She replied with a satirical roll of her eyes.

Toby scoffed, unamused. "Uh huh, sure. That's really plausible when I haven't seen you eat a thing since I got here."

"Right," she mumbled with an exhale. "Maybe I've been…a little too obsessive with school."

A lone eyebrow vaulted upward, but he stifled a more scathing response and went with something gentler. "I would have to agree. And why is that not such a great thing to do?"

She sheltered her face in her hands. "Because I become a deluded irritable mess when I let the stress take over."

He welcomed her back into his capable arms with a rueful smile. It wasn't fun seeing her like this, but God was she still so cute. "You're my deluded irritable mess, Spencer Hastings. And I love you no matter what, but I really wish you'd take better care of yourself. Your anxiety is my anxiety, and I mean that quite literally. I've been a wreck for weeks now thinking I'd done something."

"You know how I am—it's not enough for me to be miserable. No, I don't quit until I've made everyone else around me miserable too."

"Okay, that's where I draw the line. No more negativity." He hoisted her off of the counter and trudged over to the sofa, dumping her abruptly onto the cushions.

The blithe flood of resulting giggles was like direct sunlight to his soul. "Are you trying to threaten me, Cavanaugh?"

"Yes," he retorted emphatically. "The next self-deprecating thing you say will earn you an extra piece of Nana's fruitcake next Christmas."

Her head tipped backward with laughter. "Why? So I can compete with my father for the most sour-faced Hastings award?"

"I hate to say it, but I think that's one competition you can't win—he's got that title on lock." He flopped down next to her, his lips instinctively attaching themselves to her neck.

Spencer hummed quietly, her hand ruffling the hair at his nape. "He can have it. You know, you really had me freaked when you didn't take my cue on that joke earlier."

He grimaced at the reminder. "I was feeling too guilty to enjoy it. I was so worried that you would declare me a traitor for talking to them about you behind your back."

"Huh. That does sound like me, doesn't it?" She inched closer and left an unhurried kiss on his mouth. "Thank you. Thank you for talking to them, and thank you for defending me. My mom is not an easy lady to disagree with."

Toby chuckled lowly. "That's true, but this thing happens when I get to going on the topic of you…it's like I can't stop myself from saying exactly what I think, consequences aside."

Her attention was piqued with that response. "What did you say to her?"

"That she didn't know a damn thing about her daughter if she thought you'd ever go back to those pills."

Her lips were instantly back on his, devouring his words with an unrepentant eagerness. Toby had no problem reciprocating. His fingers sought out the hem of her—more like his—sleep shirt, removing it promptly and flinging it across the room. Spencer wilted backward and took him with her, letting out a delicate moan of appreciation as his hands roamed ardently over the newly exposed skin. Her hips swelled up into his and her hand was at the waistband of his PJs. There was no question as to where this was going.

With his very last shred of residual responsibility, Toby began to slip his arms around her middle with the intention of taking their intimate rendezvous back to her bedroom. She stopped him, her palms molding against the hollows of his cheekbones.

"No," she whispered glowingly. "I want to stay here. This room could use a new memory, don't you think?"

His lungs were already struggling to retain any level of oxygen preservation, but she'd just tripled the effect. He had nearly forgotten what had brought them to this point in the first place. When she said it like that, though, the poignancy of it all was too overwhelming.

He kissed her lips with reverence once, twice, three times. "I love you so much, Spence. It doesn't matter how many years pass—you're still everything and I don't know what I would have done if you hadn't forgiven me for what happened back then."

"Are you kidding?" Spencer arched her body up off the sofa and twined her arms firmly around his neck. "I love you so much. You're the only one who knows how to bring me back when I get lost. Don't ever doubt that…it's you, Toby. It's always been you."


Thanks a billion for reading! Let me know what you thought!

Also..I goofed when I posted my last two fics and didn't tag them correctly (thanks SpobyFicStalker for helping me on this). If you missed either Winner Takes All or On Your Way Home (or anything else you want to read!) please check em out on my profile. Have the best day ever and feel free to PM me about anything...including PLLx100 **gasp**