So before writing … or rather during the process of writing I did some research and found some interesting facts. First, I always thought that Carmen was of Hispanic/Latin descent when in fact Brooke Vallone (Carmen) is Italian-Russian. Second, I always thought Spencer was a tad bit taller than Ashley when in fact … she is. =] Apparently Gabby is 5'4" & Mandy's 5'3". I swear I'm not obsessed or anything, I was just bored & curious & the Internet is such a vast & wonderful place. haha

There were originally three facts but one fact was in fact not a fact. Thanks to Baley for pointing it out. Much appreciated. =]

Disclaimer: I don't own South of Nowhere blah blah blah

Italicized – Thoughts … won't be much of that though.

-x-x-x-x-x-x-

At Age Seventeen

"Is something wrong?"

"Excuse me?"

"Is something wrong? With the people here, I mean."

"Chels, I have no idea what you're talking about," the accused brunette stated. "Why would you think I think there's something wrong with the people here?"

"You don't date. At all."

"Is that a problem?" The brunette was truly perplexed. It was a regular day; she was having lunch with her sister and friends while Kyla and Madison were updating everyone on the gossip mill circulating King High when out of nowhere she was bombarded by that random query.

"Ashley you're a straight A student, you're co-captain of the girl's baseball team, you have early admittance to every Ivy League college in the nation, you read to children at the community center every Thursday, you tutor anyone who's willing to ask for help, you volunteer at the soup kitchen every other weekend, you have an amazing singing voice, you play the guitar, piano, drums, violin, and saxophone, and you're hot," her African-American friend lists. "In short, you're perfect. You're every parent's wet dream. Every guy, along with the occasional girl, in this god-forsaken high school wants you. Now why don't you date?"

"Chica I told you to let it go," the cheerleading Latina says.

"But I want to know why King High's most eligible bachelorette doesn't date," Chelsea states stubbornly.

"Chels, ever heard the expression curiosity killed the cat?" her grey-eyed friend asks. "Right now girl, you're the cat. Just let it go." After a brief pause she adds, "At least for now."

"Why?"

"Cos none of us wants to sit here and listen to the story again," the final member of the lunch table announces from her position on her girlfriend's lap.

"What story?" Chelsea questions. Only having met the group a year prior due to her transfer to King High, Chelsea Lewis still did not know large chunks of the girls' pasts.

"Couldn't you have at least asked her when we weren't around?" the grey-eyed brunette asks as she thumps her head against her girlfriend's arm. "If I understood math as well as I knew this story I would be in calculus II with little miss Einstein."

"You and me both chica," Madison states as she leans forward on her elbows.

"There's no stopping it now though, is there?" Carmen asks.

"Sorry baby, you know how Ashley gets when this comes up," Kyla states as she runs her hand through the other girl's hair.

Now, more than ever Chelsea wanted to know the big secret. "Ashley?" she directs her attention to the brunette who remained quiet during the whole ordeal.

"I'm waiting for someone," she says.

"Who?"

-x-x-x-x-x-x-

At Age Three

"Give that back!" At the loud cry a three-year-old brunette looked over from her perch on the swings to see a small blonde trying to reach for a baseball cap being held out of her reach before being pushed onto the ground. Being the bold toddler that she was the brunette turned to her sister, telling her to stay there before running towards the distressed blonde.

"Hey! She said to give it back!" the brunette shouted to the bully.

"And if I don't?" the bully taunted. Without a word of reply the feisty brunette pulled her leg back before delivering a hard kick between the taller boy's legs. At the impact of the blow the unnamed boy kneeled over clutching at his groin with a pained looked on his face as tears started to form.

"Pick on someone your own size!" the brunette yelled before bending over to pick up the discarded cap. Going over to the teary-eyed blonde the little brunette held out the hat to her. "Here you go."

Wiping at her eyes and sniffling a bit the blonde tentatively retrieved her stolen hat. "Thank you."

"It's okay. My name's Ashley, what's yours?"

"Sp-Spencer."

Smiling at the newfound knowledge the brunette waited for the blonde to put her hat on before asking her, "Do you want to play with me and my sister? She's over there on the swings."

The blonde looked over towards the swing set to find a brunette resembling the one in front of her sitting on a swing and watching them. "Okay."

Once again the small brunette was smiling, her nose crinkling. Holding out her hand to her new friend she said, "Come on!"

-x-x-x-x-x-x-

At Age Five

"Ashley! Kyla! Come on! We need to go now!" a middle-aged brunette shouted from the bottom of the staircase. "You don't want to be late for your first day of kindergarten!"

Instead of a vocal reply Christine Davies heard what seemed like a stampede as her two daughters ran to and down the stairs.

"We're ready Mommy!" Ashley declared with her bright nose-crinkling smile.

"It was Ashy's fault! She couldn't find her backpack," her twin stated, not wanting to be blamed for their tardiness.

"Hey! Don't be a tattle-tail!"

"You're not the boss of me!"

"Yeah I am coz I'm older!"

"So! You're still not the boss of me!"

The twin brunettes continued to bicker back and forth until their mother was able to get them to settle down and into the car. On the way to the elementary school the older brunette was able to quiet both girls by promising them some ice cream after school in exchange for good behavior. Fifteen minutes later the SUV was parked and Mama Davies was getting dragged towards her daughters' classroom.

Upon entrance, the older twin quickly scanned the room for a cap-wearing blonde. A few seconds later she exclaimed, "Spencer!"

At the sound of her name the cap-wearing blonde looked up from her seat next to her mother. Smiling brightly she waved frantically at the brunette as her best friend ran to her. "This is gonna be so much fun!"

Soon the two were lost in their own world as Christine walked over with Kyla. "Hi Paula."

"Morning Chris," the other mother replied. "Cutting it kinda close there aren't we? I would've expected you here sooner with these two."

"Yes well, it seemed that Ashley misplaced her backpack," the brunette said good-humoredly.

Hearing her name, the brunette in question and her blonde friend looked to the two adults.

"It wasn't my fault," Ashley protested.

"Didn't I tell you to put it next to your bedroom door?" Spencer chided her.

Looking sheepish Ashley responded, "Yeah, but I kinda forgot."

"Coz you were too busy watching TV," Kyla chimed in causing her twin to look over at her with the best glare a five-year-old could conjure but she paid her no mind. "Hi Spencer."

"Hi Kyla," the blonde responded. "Are you excited? We're finally in school!"

"Uh huh! I can't wait for playtime."

"Glen and Clay told me that later the teacher is gonna bring in a rabbit for us to play with," Spencer informed the other two.

"Really?" both Davies sisters asked, eyes widening in excitement and awe.

-x-x-x-x-x-x-

At Age Seven

"Spencer, what's wrong?" Ashley asked.

The brunette had ran up to her best friend's room the second the front door had opened, shouting a quick good-bye to her mom and a hello to Paula over her shoulder as she raced up the stairs leaving the two mothers highly amused and chuckling at her enthusiasm. When she opened the door separating her from the blonde she had expected to see Spencer reading with her cap on as per usual, instead what she encountered was a teary-eyed little girl. Closing the door quietly she walked to the bed that occupied the crying blonde.

"Spencer? Why are you crying?" Ashley asked as she sat in front of her best friend.

"Glen was being mean," Spencer choked out as she rubbed at her eyes.

"What'd he do?" Ashley demanded, angry that the male Carlin did something to cause her best friend to cry.

"I just wanted to play with him but he pushed me down."

"What? He pushed you?" Spencer nodded. "I'm going to kick his butt!"

"Ashley, no don't. You'll get in trouble," Spencer said as she reached out to stop the other girl.

"But he pushed you. No one does that to my best friend and gets away with it," Ashley declared. Touched by the brunette's protectiveness Spencer started to calm down.

"Well I don't want my best friend to get into trouble because my brother was being stupid."

Giving an exasperated sigh Ashley finally sat back down. "Fine, but only coz you don't want me to," Ashley relented. "Are you okay?"

"I will be."

After a moment of silence Ashley says, "Want me to help make it better?"

Tilting her head to the side Spencer questions, "How?"

Instead of receiving a reply Ashley leans forward and plants a quick kiss on her best friend's lips. Pulling back she smiles that nose-crinkling smile that was all hers. "There, all better!"

Bringing her hand to lightly touch her lips, Spencer stares wide-eyed at the other girl before asking, "Why'd you do that for?"

"Mommy always kisses me to make me feel better," was the reply.

"Oh," Spencer says.

"Well do you feel better now?" Spencer shyly nods her head yes.

-x-x-x-x-x-x-

At Age Fourteen

"I don't want you to go," the fourteen-year-old told her best friend quietly. "We were supposed to go to high school together."

"I know Ash, I don't want to either but my mom can't turn that job down," Spencer said from her place on her bed next to the brunette. The two were currently laid cuddled together, the blonde's head nestled upon the brunette's shoulder as they held onto each other. All around the room were numerous boxes containing all of the blonde's belongings waiting to be shipped the next morning.

"Why Ohio though? Why couldn't it have been another hospital here?" Ashley whined, tightening her hold on the blonde. "I'm going to miss you so much."

"I'm going to miss you too," Spencer mumbled. "So, so much."

"We were supposed to go to high school together," Ashley repeated.

"I know," Spencer whispered back, tightening her hold.

The duo sat in silence allowing the tears to fall as they held onto one another. Holding onto her blonde haired best friend Ashley's thoughts were in turmoil. She desperately wanted to tell the blonde what had been on her mind for some time, but was afraid to voice those thoughts. What would happen if she said this and Spencer never spoke to her again? What if she lost the best thing that ever happened to her?

"Hey, what's going on in that head of yours?" Shaken from her thoughts the brunette in question looked down to find glassy blue eyes looking back at her.

"What makes you think anything's going on in there at all?" she joked, hoping to ease some of the tension she was feeling. "The lights upstairs are currently off."

Giggling, Spencer swatted her lightly on her stomach. "The lights are never off. Besides you have your thinking face on."

"My thinking face? I have a thinking face?" Ashley questioned.

"Uh huh, when you're thinking really hard about something your eyebrows scrunch up a bit and you form a crease right here," Spencer answered as she brings her thumb up to rub the skin between Ashley's eyebrows. Smiling she adds, "You'll form worry lines if you continue doing that."

"Well now I feel kinda awkward. I probably look really stupid."

"No, you look really cute," Spencer claims as she snuggles further into Ashley's side. Ashley tightens her hold even more and is content with the forming silence. "So back to my question," Spencer says without looking back up. "What's going on in that head of yours?"

"I'm just thinking about how much I'm going to miss you when you're gone," Ashley replies.

"Liar."

"What?"

"That's not what's got you all tensed. You're thinking about something else. Now, what is it?" Spencer questions as she leans up this time. Staring into the brunette's eyes she waits for an answer. "Ash, you know you can tell me anything."

"I know that I can but," Ashley trails off.

"But what?"

Ashley slowly gets up, removing herself from under Spencer's weight. She sits up until she's leaning against the headboard, bringing to her hands together she begins to wring them.

"I don't know how you'll react and that scares me," she confesses without looking up from her hands.

"Ash I'm your best friend. No matter what you have to say I'm always going to be your best friend," Spencer replies as she cups Ashley's face so that she can look into her brown eyes.

"You promise?" Ashley whispers.

"I swear to you," Spencer whispers back. "You're never getting rid of me," she adds with a small smile.

"I," Ashley swallows hard. "I'm in love with you."

Silence once again encases the room as neither girl says a thing. Ashley was getting worried, wondering why the blonde had yet to reply. At that point she didn't care if the response was positive or negative, as long as the other girl replied. Though she was still hoping that it would be positive. "Spencer?"

A slow smile forms on the blonde's face as she removes her hands from Ashley's face. Before the brunette could say anything else Spencer had wrapped her arms around he neck, hugging her tightly. Believing that this was Spencer's way of rejection and comfort Ashley wrapped her own arms around her best friend's torso, clinging onto her as she felt tears begin to form.

"That wasn't so bad now was it?" Spencer asked, her lips ghosting over Ashley's ear causing the brunette to shudder. "I'm in love with you too."

At the confession Ashley tensed and pulled back enough so that she could look at Spencer's face. Once she was able to see the blue eyes she loved so much she also saw the gentle smile gracing Spencer's face.

"What?" she croaked. Had she heard correctly?

"I'm in love with you Ashley Davies," Spencer says confidently. "I have been since you saved me when we were three."

"What?"

"Maybe the lights are off up there," Spencer joked with a laugh. "Do I really have to repeat myself?"

"You're in love with me?" A nod.

"Since we were three?" Another nod.

"You're in love with me?"

"Yes!" Spencer exclaims as she clutches Ashley's face in her hands, forcing the other girl to nod along with her. "Spencer Carlin loves Ashley Davies."

Finally, Ashley's nose-crinkling smile graced her face. She squealed as she lunged herself onto Spencer, causing the blonde to fall back onto her bed. With Ashley's arms around her neck, Spencer clung to her waist as a joyous laugh escaped her mouth for the first time that night.

-x-x-x-x-x-x-

The next day found both girls clinging onto one another tightly for their last good-bye. Ashley and Spencer's families stood a few feet away saying their own good-byes.

"I'll wait for you," Ashley whispered, teary-eyed. "Promise you'll come back to me."

"I swear," Spencer replied with a sniffle. "One day I'll be back for you. We'll be together again."

Placing a lingering kiss on the brunette's cheek, Spencer pulled back and looked the other girl in the eyes. "I love you."

"I love you too," Ashley choked out.

"I want you to have this," Spencer says as she takes her beloved baseball cap off and places it onto Ashley's head.

"What?" Ashley's eyes widen in shock. "I can't take this, your grandfather gave this to you at your first baseball game. You love this thing more than anything!"

"No," Spencer shakes her head in negation. "I love you more than anything."

This causes Ashley's eyes to tear up again. "Spencer."

"Just hold onto it for me," Spencer replies. "You can give it back when I return."

This gives Ashley the hope she needs that confirmed to her that Spencer would return. "Okay."

-x-x-x-x-x-x-

At Age Twenty-two

"Ashley! Are you ready to go yet?" Kyla shouted as she made her way to her sister's room. "Everyone is waiting!"

Without permission she pushes through Ashley's make-shift bedroom door to find the other brunette sitting on her bed, make-up and hair done, wearing her bathrobe and staring at the worn out baseball cap she was holding on her lap. Venturing on inside Kyla calls out, "Ashley?"

Kneeling in front of her sister Kyla can see that her eyes are glossed over with tears. "Sweetie, what's wrong?"

"Why hasn't she come back yet?" Ashley chokes out. "It's been eight years and I'm still waiting."

Kyla was at a loss; she didn't know what to say to her sister to make it better. Ashley had been optimistic for so many years but eight years was a long time to hold onto someone. "Sweetie, if you two are meant to be together then it'll happen. Maybe you're just not ready to be together yet. Maybe you just have to grow some more before it'll happen," Kyla reasoned. "We both know that Spencer never backs down from a promise. She'll be here."

"Yeah?" Ashley asks as she looks at her sister for the first time.

Kyla was shocked to see so much hopefulness in Ashley's eyes; she looked like a small child. Moving forward she hugs her, "Yeah, she'll be here."

Kyla can only hope that it was true.

-x-x-x-x-x-x-

"Remind me again why we're here?" Carmen asks from her seat. Dressed in a yellow silk baby doll dress with a pleated skirt the Italian-Russian had clipped back her bangs, allowing the rest of her black hair to fall across her back, to show off her dark gray eyes and defined cheekbones.

"Because my parents organized this event to raise money for the L.A. Medical Center," Kyla responded, staring at the pouting girl in the chair through her mirror. Adjusting her black tulle strapless bustier dress she turned to the sulking girl. Bringing her hand up she lightly pushed back some of her recently curled hair back from her face. "Baby you know I wouldn't do this if my parents hadn't asked and it's for a good cause."

"Cos that makes it all better," Carmen grumbled as she got up to wrap an arm around the other girl's waist and play with her curls with the other. "Why couldn't you have been an announcer or something?"

"Hey, I'm marrying you aren't I?" Kyla reminded as she brought her hands to cup her fiancée's cheeks. Giving her slow kiss on the lips Kyla whispered, "I love you."

"I love you too Sweet-cheeks," Carmen mumbled.

"I so did not need to see that," a voice rang through the tender moment the couple was having. Turning towards the interruption they saw Ashley standing in her black spaghetti strapped halter dress with a front slit, her hand resting on her hip and an eyebrow raised. Her hair was straightened and resting against her back, her bangs sweeping across her face. "I came to say that the event is starting soon and that Carmen should go to her seat, Madi and Chels are waiting in theirs."

"Fine," Carmen grumbled as she reluctantly gave Kyla one more kiss before starting her descent out of the room.

"I have to go to the restroom. I'll be back in a bit Kyla," Ashley announced as she followed the pouting brunette out of the room. "Carmen, wait up."

"What is it Ash?" Carmen inquires, still pouting.

"Here," Ashley replies as she slips something into Carmen's hand.

"Your credit card?"

"Try not to overdo it when bidding on my sister," Ashley smirks. "But spend however much you need to."

"What? Ashley I'm not taking your money," Carmen states as she tries to give Ashley back her card.

Raising an eyebrow, the brunette asks, "Do you really want some sleazy trust fund boy to go out with your fiancée?"

"No, but –"

"Then use the card. Margie is collecting the money and I already told her that you're gonna be using it. Now go," Ashley goads. "The auction is starting soon."

"Thanks Ash, you're the best soon-to-be sister-in-law ever," Carmen gushes as she quickly gives Ashley a hug before running off to meet up with Madison and Chelsea.

"Ah, young love," Ashley smiles while wondering if she would ever feel that way again.

-x-x-x-x-x-x-

Standing backstage, Ashley watched amused as Carmen and some persistent guy – whose date seemed to be getting increasingly pissed that he was ignoring her – continued to bid on Kyla.

"Six thousand!" Mr. No Name shouted.

"Sixty-five hundred!" Carmen retaliated.

"Seven thousand!" Geez, this guy is determined. Ashley thought.

"Ten thousand!" Carmen proposed.

"Do I hear ten thousand five hundred?" Jeremy, the auctioneer asked Mr. No Name. "Ten thousand going once. Ten thousand going twice. Sold to the feisty brunette in the yellow dress!"

"HA!" Carmen stuck her tongue out at the now sulking jerk that was chasing after his date. She high-fived Madi and Chels before turning back to the stage and winking at Kyla who responded by blowing her fiancée a kiss and skipping backstage.

"Your turn Ash," the pixy-like girl said to her twin.

"Okay ladies and gentlemen, we have come to the last bidding. Eldest daughter to Raife and Christine Davies, let's hear it for Ashley Davies!" Jeremy announced. As Ashley walked on stage Jeremy began reading from his card. "Ashley is a resent graduate of UCLA, earning her Bachelor's of Music and Business she aspires to one day run Davies Records. During her spare time she likes to write her own music, play baseball, and volunteer at numerous charities."

Having strutted down the catwalk and back Ashley stood at the center of the stage. "Let's start the bidding off at –"

"One thousand!" Well, someone is eager. Ashley noted.

"Two thousand!" Make that two someones.

"Three thousand!" Uh-oh.

"Five thousand!" Ew. That guy was old enough to be my grandfather.

"Six thousand!"

"Seven thousand!"

"Eight thousand!"

"Nine thousand!"

"Ten thousand!" Double ew. It's that Dennison guy. Mr. Steroid. I would rather go out with gramps.

"Twenty. Thousand. Dollars!" Who was that? Scanning the crowd Ashley looked for the owner of the extremely sexy, raspy voice.

"Twenty thousand from the blonde in the blue dress!" Jeremy finally voiced in as he pointed his gavel into the direction of the voice.