A/N: I originally wrote this as two separate parts on tumblr but was asked to upload it onto here - hopefully it's not too disjointed.

She can't sleep.

She doesn't know how to, not when she can hear Alison's soft breathing, feel the heat of her body, so unbearably close to her own, see her outline out of the corner of her eye, her gaze fixed so resolutely on the ceiling above her.

She knows that it was a really, really bad idea to stay over (God, why had she agreed to it?) – but then, she'd never been able to refuse Alison DiLaurentis anything, and it really felt, at that moment, like she was fifteen years old all over again, hopelessly in love with her best friend, who would never, ever, want her back.

Alison's words had been cruel, back then, her actions designed to keep Emily close, and she knows that. She knows that Ali's a master manipulator, that that's how she works, how she survives, that it's the only reason why she's still alive, able to be curled up next to Emily in a bedroom that had been vacant for over two years.

Back then, before, they'd used to have sleepovers all the time – more than once, Alison's lips had found hers under the cover of darkness, and she'd kissed Emily until the brunette could no longer breathe, until her head was spinning and her heart was pounding, and then suddenly Alison would pull away and roll over, without a word, go to sleep, and they'd never talk about it in the morning. Sometimes Emily wondered if any of it had even been real.

Alison's words from before replay in her head, over and over again - "I always made you think that your feelings for me were one-sided. That wasn't true." – and she just wants to shut her brain off because it doesn't mean anything, because it's Alison, and yeah, maybe things really are different now, maybe she has changed, but… that doesn't mean anything.

But she wants the words to be true, and it's a desperate, all-consuming kind of want because this is the girl that she'd fallen in love with three years ago, her first love, who had been lost to her for almost two years, and she just… she aches to reach out, to brush her fingertips against the small of Ali's back, like she'd used to whenever they slept next to each other, just to make sure that she's there.

Her hand shakes, and she curls it into a fist beneath the covers, desperate to keep herself under control, because she knows that if she loses it, if she lets Alison get into her head (like she's not already in there, like she's not been for years), then she's completely done for.

She thinks she might be already, as Alison shifts slightly, the covers rustling, and her bare legs brush against Emily's for one brief second that has her breath catching her throat before they're gone, and it's only then that she can breathe properly again.

It's infuriating, to know that Alison still holds this kind of power over her, even now. It's frustrating, too, and she curses herself for getting into this situation in the first place – but Ali had looked so lost, so alone, and she'd felt so awful about leaving her alone in Emily's own bedroom earlier that night that when the blonde had pleaded for her to stay over she just… she just couldn't say no.

And it'd be a lie to say that a part of her doesn't want this. It's a small part – okay, maybe it's not, maybe her brain is screaming at her to say something, do something, because she's sure that Alison is still awake and it would just be so easy – but she forces herself to stay stock still, to not move, because she's stronger than this, she can do this, she can sleep in a bed next to Alison DiLaurentis and not do something stupid.

Except she apparently can't, because it's only a handful of minutes later that she finds herself speaking, the silence finally becoming too unbearable, and she hadn't even meant to, but the question just sort of slips out, and she waits with bated breath to see what Alison will do.

She doesn't even know what she's going to say if the blonde is awake, and she's sure for a second that she's safe, that Alison is, in fact, asleep, but then the covers are moving again and suddenly a pair of dizzyingly bright blue eyes are locking with hers, and she forgets how to breathe for a second because Alison is absolutely breath-taking like this, unguarded and open, and that's how it is, sometimes, when it's just the two of them.

It makes her think that maybe there's hope for them, after all.

And that's a dangerous thought, because it's a slippery slope, and she knows if she takes one wrong step then she's well and truly fucked, but it's hard to think when Alison's looking at her like that, and it's just… it's disarming, and she can dismantle every single one of Emily's carefully built walls with just a simple glance, and this, this, is the exact reason why she's been trying to stay as far away from Alison as possible, since she came back, because she's weak when it comes to the blonde, she always has been, and she wonders if she always will be.

There's something, there, though, in Alison's eyes. Emily swears that it's… it almost looks like hope, but that… she's imagining it. She must be, because there's no way that… there's no possible conceivable way that Alison actually meant what she said before.

But what if she did?

Emily knows, as the thought crosses her mind, that she's already gone well past the line that she'd so carefully drawn for herself earlier that evening. And she's falling, all over again, into tired blue eyes, and she just… she just needs to kiss her.

And maybe that's a really, really bad decision, and maybe she'll regret this when she wakes up in the morning (if Alison doesn't shove her away in disgust, kick her out of the door immediately), but if this is it, if this is her chance, if Alison's offering what Emily thought she'd never think to give, well, then… she's not going to let it slip through her fingers.

Even if it hurts like hell in the morning, even if they have to pretend that nothing happened, like they always used to. She can deal with that – she hopes.

All of that doesn't seem to matter, though, as she darts forward, pressing her lips against Alison's. She feels the hitch of the blonde's breath in the back of her throat, and she'd meant for it to be brief, to let Alison take the lead immediately, but she can't resist letting her lips linger, one hand snaking out from under the covers to land at Alison's hip, dragging her closer before she remembers herself and pulls away, just slightly.

She can barely breathe, every muscle in her body tensed as her eyes flicker open to meet Alison's once more, because this is it, this is her chance to laugh in Emily's face and shove her away, say that she was only joking before, that of course all those kisses were just for practice, that none of it ever meant anything.

But Alison doesn't say anything – doesn't move, seems stunned, and Emily's hand curls around the side of the blonde's face without even thinking, pressing their lips together once more because she's an addict when it comes to kissing Alison DiLaurentis, and it's been so long and she's missed this, God help her (them both), and it's then that Alison finally moves, arching forward so that she can press Emily back against the mattress, kissing her back harder now, more demanding, and Emily gasps as Alison settles her weight ontop of the brunette, their legs intertwining, and Alison uses the opportunity to slip her tongue past Emily's lips.

Emily's hand moves from the soft skin of Alison's cheek to instead tangle in blonde hair, her other hand finding the blonde's hip, steadying her. She feels the heat of Alison's skin, searing against her palm, but she's too terrified to make another move, because she doesn't ever want this to end, because all the other times before don't even compare to this.

Because Alison is kissing her freely, hard and needy, whereas before had always been guarded, careful, and Emily had always been the aggressor, always, but it doesn't feel that way anymore, and the change makes her heart race, until she's sure that the sound of it pounding against her ribcage is audible to the both of them.

When their mouths finally part, Emily's breathing hard, her chest heaving as she struggles to catch her breath, and Alison's eyes are wide with shock as they look down at Emily, spread beneath her, and the brunette can only lie and watch, because she doesn't think she can bear the thought of Alison turning her away now.

But then a trembling hand moves, shaking fingers tracing along her collarbones, and Emily can barely breathe, because this is everything that she's ever wanted and she's sure that at any given moment it's going to be ripped away.

"I'm not… I'm not going anywhere." Alison speaks, eventually, as her wandering fingers dip just below the edge of the thin white top that Emily's wearing (which makes her eyes flutter shut, and she has to bite down on her bottom lip to keep herself quiet because god, she's on fire beneath Alison's touch), and the blonde's voice is steady, her gaze earnest. "You don't have to worry."

It's startling, to know that, for all the times that Emily has been unable to read Alison, to figure out what she's thinking (feeling) – Alison can read her like a book. Scary, too, to think that she's so transparent, because if Alison can see through her so easily, then what else has the blonde been able to discern from her?

"I promise." The blonde says that, and that should be a big flashing warning sign – because isn't that when things always go wrong? But Emily swears she can see sincerity in the blonde's unwavering gaze, and yeah, maybe she should stop this now, before she loses herself completely in Alison (because she could, she so, so, easily could), but she just… she can't bring herself to.

She doesn't think she'll be able to live with herself, if she doesn't take this chance, because she's certain that she'll never get another if she doesn't. And really, what's another messed up decision when it comes to her and Alison, in the end?

So she forces her mind to go blank, and tightens the hand that's still wrapped up in Alison's hair, dragging the blonde's mouth down once more to press against her own, and maybe, maybe, if they can just have this, this one night, then everything will work out, in the end.

And if not, well… at least she'll always have the memories.

x-x-x

"Is this okay?" Alison's voice sounds out in the darkness, uncertain, as her fingers twist in the thin material of the shirt that Emily's wearing, and the brunette can barely find the energy to lift her head to nod – she feels boneless, already, from the searing kisses that Alison's pressed against the skin of her neck, the way her hands had ghosted across tanned skin, and the way the blonde's hips shifted against her own.

There's a thigh pressed between her legs, and every tiny movement Alison makes sends a bolt of heat straight to her core, and she needs more but she's too terrified to ask for it – she feels like she's in a dream (because God, she'd dreamt of this, exactly this, pretty much, a thousand times in the past, and now that it's actually happening… she doesn't want it to be ripped away, because she's not sure she'd be able to bear it), and she can barely move, for the fear of sending Alison skittering away.

That's the reason why her hands remain resolutely in place: one on the blonde's hip, pressed against heated skin, and the other tangled in golden hair; it's also the reason why she's letting Alison set the place, letting the blonde had complete control over the situation (or, well, maybe that's not the only reason, because she's not going to lie – the thought of Alison doing whatever the hell she wants with her kind of really, really turns her on).

"Em?" Alison prompts again, giving another tug at the material that she's still clutching, and Emily swallows hard because this is actually happening and she can't get out of her own head for long enough to enjoy it.

"Y-yeah," she manages to stammer out eventually, barely able to even think under Alison's heated gaze, and it's not lost on her, that fact that she's the one with the most experience here, in this department, and yet she's acting like she's never done this before (and maybe that's because she's wanted this since she was fifteen – maybe since even younger, she just didn't know it then – and Alison always seems to be able to make her feel that age again).

She wonders, in a distant part of her mind as her shirt is peeled from her body, if Alison has ever done this before, because though there were countless boyfriends over the years, Ali had never really talked about doing anything with any of them, and God, what if this is her first time? Is this really what she wants?

Because this isn't any grand declaration of anything – of feelings, of love – because they haven't actually had a decent conversation about any of it, since Alison had waltzed back into all of their lives as if nothing had changed.

And Emily knows, in the rational part of her brain, the part that she really doesn't want to listen to right now, that this is probably a mistake, that it could all go horribly wrong, in the harsh light of day, and she knows that she should probably put a stop to it right now.

But she's too far gone, drunk on Alison's touch, dizzy from her kisses, and really, she never stood a chance. Because this was the first woman that she'd ever wanted (the first one that she'd ever loved), and she just… she needed this, even if it only happened once.

(She really, really hoped it wasn't just going to be a one-time thing, though. Really, really hoped).

"Emily," Alison's voice breaks her out of her thoughts again, and the blonde is sat up on her knees having wriggled away from Emily's hands, her own shirt gone, and God, she's so fucking beautiful that no words would ever be able to capture it. "Has anyone ever told you think too much?"

Emily can't find it within herself to answer, though, because the next second Alison is reaching behind her back, and then her bra is falling away and Emily's mind is wiped blank of any and all thought other than fuck, because she isn't… she isn't prepared for this, she hasn't had time to psych herself for this and in that moment Alison is just… the most perfect thing in the world.

She decides to stop thinking, then – there's no place for it, not when Alison's on-top of her half-naked, not when there's no chance of them being interrupted, not when they can give in to what they truly want for the first time ever – and just give herself over to what she's feeling, instead.

Because there will be time for regrets in the morning, when they have to face the reality of the decisions that are easier to make in the murky darkness of the night, when things need to be discussed instead of being pushed aside.

So she lets her hands run up the inside of Alison's thighs, unbelievably grateful that the blonde was wearing the tiniest shorts that Emily has ever seen, watches the way her eyes flutter closed and the way her lips part slightly as her breathing labours – she takes it all in, commits it to memory, because she doesn't want to forget a second of this.

When Alison moves back down to claim Emily's mouth her kisses are hard and needy, and her hips rock against Emily's with more insistence, and the blonde makes a soft sound of encouragement against the brunette's lips as her fingers drag across a taut stomach and up across the blonde's ribcage – but it's not until there's a whispered please into her ear that she finally moves to cup the blonde's breasts in her hands, and she answers Alison's groan with one of her own because God she feels amazing.

She flips them with a roll of her hips, settling her weight lightly ontop of the blonde before kissing her again, and she can feel Alison's hands clutching at the small of her back, nails digging into her skin, and the blonde moans into her mouth when Emily's thumb brushes across a nipple and Emily is in complete sensory overload.

"If you want me to stop," she whispers against the blonde's mouth when she breaks the kiss, both their breathing ragged, "then just tell me, okay?" Her left hand curls around the side of Alison's face, thumb sliding across her cheek because she needs to know that Alison wants this just as much as she does, she needs to know that this means something, that this isn't just… some sort of ploy, to get Emily back on her side.

But there's nothing but desire in Alison's eyes as the meet the brunette's, and Emily can see no trace of dishonesty on Alison's face, no matter how hard she tries to find it, and maybe she's trying to look for a cop-out, somewhere, so that she doesn't have to deal with this, in-cause it all goes wrong, but she's not getting one from Alison, so instead she drowns her fears and her insecurities about not being enough against the side of the blonde's neck, pressing hard kisses against her skin, letting her teeth scrape across the blonde's thundering pulse point in a way that has Alison's hands twisting in her hair.

She's reverent, in the way that she kisses her way down Alison's body, brushing her lips across every patch of skin that she can, tracing her tongue over a collarbone, lips sliding across to a shoulder before she presses a line of open-mouthed kisses along the blonde's sternum before settling her attention on Alison's chest.

Her mouth finds a straining nipple, tongue circling languidly before she grazes her teeth across the tip, and she can't resist marking the side of the blonde's breast with her teeth and tongue – she wants there to be a reminder of this, something, so that they both knew that it wasn't just a dream – before her head's being dragged back up to Alison's mouth by insistent hands, mouths meeting against as Alison becomes bolder, her fingers trailing across Emily's skin, leaving a trail of fire in their wake.

Eventually the brunette's bra ends up on the floor, and Alison's hands cover her breasts, fingers rolling a nipple between them and it's all Emily can do to keep herself breathing – her head drops onto Alison's shoulder, and her hips press down on the thigh that's still between her legs with greater urgency, seeking out friction in an attempt to relieve the unbearable ache between her legs.

It's Alison that reaches between them to shove Emily's shorts down her legs, before she's shuffling out of her own, and Emily just closes her eyes because she can feel every inch of Alison's naked body pressed against her own and it's… she just… she doesn't really know how to process that very well, aside from thinking ohmygod I'm going to pass out.

Then there's a warm hand at her wrist, Alison dragging her hand downward until it's between the blonde's legs, and Emily's breathing so fast that it's a wonder she's not hyperventilating, and Alison's other hand is cupping her cheek, tilting her head so that their eyes meet.

"I want this," Alison assures her, voice breathless and eyes bright in a way that Emily's never seen them before. "I want you." The hand at her wrist squeezes meaningfully before the pressure's gone, hand resting at the brunette's waist instead. "Please."

She kisses Alison once, chastely, before pulling back, watching the blonde's face as she slides two fingers through her sex and Emily's eyes slam shut at the same time as Alison's because God, she's so, so wet and she did that and that's just… inconceivable.

Her fingers skate across the blonde's clit and hips twitch upwards in encouragement, a low moan leaving her lips as the hand at Emily's hip tightens hard enough to bruise, and she's just transfixed by the look on Alison's face – cheeks flushed, eyes closed, bottom lip ensnared between her teeth because they're not alone in the house, and volume should probably be kept to a minimum.

"Is this okay?" She asks as she leans her weight over to one side, fingers circling lightly, and Alison can only nod, arching her back a little as Emily's fingers dip lower. "And this?" She can't help asking – she's still terrified of doing something wrong, of messing things up somehow, which she knows is stupid considering the position they're in but she just can't help it.

"Emily," Alison pants, pressing her hips upward against the brunette's hand. "Trust me, if it wasn't I'd let you know."

"But I just - "

"I know." Alison's eyes flicker open, a shade darker than usual, but still so familiar – still seeming to see into her very soul. The blonde's still cradling the side of her face with a gentle hand, and the moment is so startling tender that Emily is thrown for a second because this hadn't been what she was expecting. "Can I… can I touch you, too?"

The fact that she even has to ask – like it's even a question of whether Emily wants that or not, like it's not something that she craves with every single cell in her body but that she'd never ask for – is nothing short of ridiculous, and Alison barely has time to finish the sentence before Emily's nodding.

The first tentative swipe of Alison's fingers against her sex has her sucking in a harsh breath, her forehead dropping to rest on the blonde's shoulder once again as her eyes screw shut, and she's already embarrassingly close because just touching Alison is almost enough to make her come but this is just… something else entirely.

It's difficult, to concentrate on anything else when Alison's touching her like that, her thumb finding the brunette's clit with ease and flicking against it in a way that has Emily pressing her mouth hard against the blonde's skin in an attempt to keep herself muffle the sound of her moans – but she manages, because she's desperate to make Alison feel as good as she does, and when she presses a single finger into the blonde they both breathe a whispered curse before they're kissing, desperate and messily.

Alison copies her, as Emily starts a lazy rhythm, thrusting slowly because she doesn't want this to end, but her movements soon quicken because she wants to see the blonde come before she does, wants to memorize the look on her face, and Emily knows that she can't hold on for much longer, not with the way Alison's palm slides across her clit with every movement of her hand – so she curls her fingers, circles the blonde's clit a little harder, a little faster, and watches as her back arches, head falling back against the pillow behind her, Emily's name leaving her lips in a gasp, and that's all it takes for Emily to come undone, too, and she has to bite down on the blonde's neck in order to keep herself quiet.

She doesn't know how long they lie that for – with her half-collapsed on-top of the blonde, both their chests heaving, skin flushed and covered in a fine sheen of sweat – but it feels like hours, and it's Emily who moves first, her leg starting to go numb beneath her weight, so she rolls to the side, and she almost doesn't want to look at the blonde's face, fearing what she might see there.

But there's a soft smile gracing Alison's lips, before it's gone as she yawns, and Emily really has no idea what she's supposed to do now – are they going to talk about it? Ignore it? Is Alison going to freak out and kick her out? – but then the blonde curls up against her side, head resting against Emily's shoulder, an arm slung across her waist, and she supposes she has her answer.

She'd always wanted to fall asleep holding Alison in her arms – maybe all those wishes she'd used to make hadn't been in vain, after all.