Disclaimer: I do not own Pretty Little Liars and all characters belong to their respectful owners.

Summary: Emily's first kiss was the opposite of what she'd hoped it would be, but her second kiss was everything she could have dreamed of. So, what will her third kiss be like?

Rating: Strong T(not really)

A/N: I'm going to just start off bye sayiNG OH MY GOD. OH. MY. GOD. I WAS EXPECTING FOUR, MAYBE FIVE REVIEWS BUT SIXTEEN?! ONE SIX?! 16?! I WAS SO HAPPY THAT I HAVE SHOWN EVERY REVIEW I HAVE GOTTEN TO MY BEST FRIEND. THANK YOU ALL SO MUCH, YOUR WORDS AND RESPONSES WERE THE BEST CHRISTMAS/BIRTHDAY PRESENT I COULD HAVE EVER GOTTEN. THANK YOU THANK YOU THANK YOU :)!

Okay, back to normal. I'm just really happy about the turn out for this fic, so much so that I've been thinking of how I'm going to keep it going. I'm going to go ahead and say that it'll stay in the past for maybe three more chapters before moving on but I'm not entirely sure.

Anyways, this chapter is totally inspired by the song Sleeping with a Friend by Neon Trees. You'll see why when you get to the end ;) No real NSFW warning is needed here because there's no smut, but I mentioned Strong T at the top for reasons you will see if you choose to read. Again, THANK YOU SO MUCH TO EVERYONE WHO REVIEWED AND FAVORITED AND READ THIS STORY. YOU HAVE NO IDEA WHAT IT MEANS TO ME :) ENJOY CHAPTER TWO!

Emily started spending a lot of her time at the pool, deciding after that night, she needed space. Her intention wasn't to distance herself from her friends – mostly, anyways – but she had started to feel a little . . . conflicted after what had happened.

One week. Seven days. Almost one hundred sixty eight hours – she actually looked that up – since she and Spencer had shared that mind blowing, overwhelming, absolutely wonderful kiss. Nothing had ever made her feel like that – she'd hoped kissing Alison would, but that was just a huge flop – and it both thrilled and terrified the crap out of her. So when things scared her, she tended to take time to herself to clear things up, which was why she hadn't talked to any of her friends since that night.

Well, almost.

Of course, she got the occasional text from Aria, asking if she wanted to come over and watch a movie or sometimes Hanna would text and ask if she wanted to go get a smoothie or something. Alison, who saw nothing wrong with what had occurred between them, usually invited her to parties or asked if she wanted to go to Philly for an even better party over there. She never accepted though, not only because she didn't really want to see Alison – her wound was still raw after the sleepover, and she didn't trust Ali not to tease her about the kiss – but all the girls would be there. Spencer would be there. She wasn't ready to face the brunette or deal with the flip her stomach would do every time she saw her.

So, for the entire week, Emily swam at the pool and practiced for the upcoming season – which wasn't for another few months, but practice did make perfect (at least, that's what she told herself as an excuse). Swimming calmed her and helped her think, that's why she loved it so much. She had gone there a lot to try to make herself forget about her crush on Alison, but more often than not, she went there to think about her without having to fake a smile at a party as she stared at the blonde. It was relaxing and it always helped her mind flow.

However, now it was slightly different. Her thoughts would start off with Alison – deep blue eyes, beautiful blonde hair, and mischievous smirk – and then they would transform the more laps she did. Alison's hair would turn into a darker shade, her eyes would morph into a warm brown, and her smirk would transform into a confident, but sweet smile.

Emily would have been lying to herself if she said that she didn't think about Spencer. The brunette was starting to become all she thought about, and she wasn't sure if she was upset about that. She'd also be lying if she said she didn't smile to herself whenever she thought about Spencer studying – how her eyebrows would furrow in concentration as she read – or her wardrobe – she didn't think anyone could look so cute in a blazer – or anything that made Spencer so . . . Spencer.

She had started to wonder if these feelings had always been there, if maybe they had just been hiding under her blind admiration of Alison. Then she had gotten a little scared because what if Hanna kissed her and then she started developing feelings for her, or even Aria? The swimmer wasn't quite sure if she could have imagined herself with Spencer before the sleepover, but all she could do now was picture herself with the brunette – and she really liked what her mind came up with.

Then, there was the whole gay thing again. Going from liking – loving – Alison to sort of, maybe, possibly having a crush on Spencer definitely proved her fear to be true, and that should have scared her but she was finding it difficult to find something wrong when Spencer was constantly in her thoughts. It should have bothered her how easily it was to hold Spencer's hand and to imagine them being a little more than just friends, but the more she thought about it, the more she hoped one of her thoughts would become a reality.

All in all, however, she really just hoped that whatever it was that was going on with her wouldn't end in heartbreak . . . again.

Sadly, her feelings were the only things that had changed. Her last attempt at being brave and impulsive had resulted in complete failure, and successfully crushed any hope of repeating any action like that. So yes, she hadn't talked to Spencer since that night and yes, she was worried about sending Spencer the wrong signal, but how could she send the wrong signal when she wasn't even sure what signal she wanted to send, anyways?

Did she want to kiss Spencer again? Hell freakin' yes.

Did that mean that she wanted to come out? Hell freakin' no.

Could you kiss a female friend without coming out of the closet? Well, she'd done it twice now, and as far she knew, that wasn't exactly a confession.

Could you continue to kiss a female friend without coming out of the closet? See, that's where things got tricky.

She definitely missed Spencer, that much was obvious to her, but she honestly had no idea how to go about talking to her after the sleepover. Would they just go back to normal? The idea kind of bothered her – she really liked kissing Spencer – but friendship came first and she did care about the brunette immensely.

She didn't have to wait long for a sign, though. It came to her with a vibration and a flash on her phone screen. She'd gotten a text while driving home from the pool, exactly one week from the sleepover, and when she glanced down and saw the name, her heart jumped into her throat.

Emily was a very responsible driver, though, and she never texted and drove at the same time, but the desire to read the text was killing her, so, as any responsible driver would do, she pulled over to read the message. It was only nine words long, but her heart was pounding with every word her eyes looked over and she actually found herself smiling at the end of it.

Hey, wanna come over and watch a movie tonight?

One week. It had been one whole week since she kissed Spencer, and now the girl wanted to hang out tonight. There were signs flashing in her mind about all the things this could mean, but she couldn't find one reason why she didn't want to go.

She guessed it was because she did want to go.

She checked the time and saw that it was already almost six – geez, had she really been at the pool for that long? If she went home and showered, it'd probably be about six thirty. That was about the time night started, right? She gnawed on her bottom lip as she typed out a reply.

I'd love to :)

She winced and deleted the message. Way too much.

Uh okay.

She held the delete button and sighed. She didn't want to sound like a jerk, either.

Sounds great :)

That was a little better. That familiar warm feeling washed over Emily whenever she thought about the brunette and the swimmer found herself almost grinning. She thought about how stupid she must have looked right now, clutching her phone and smiling like a moron in a car outside a house she didn't live in, but she couldn't find one reason to care about that either.

Then, just as suddenly as the happiness had been there, a look of realization and horror passed over her features.

So who's coming tonight?

How could she forget that she had other friends, or more importantly, Alison? Emily had literally been avoiding them all week, how would she deal with their inquiry? Sure, she could tell them the truth, that'd she been at the pool, but then they would ask why when she wasn't even sure herself. On top of that, she didn't know if she could deal with Alison smothering her with her constant teasing and tortuous looks. As much as she wanted to see Spencer – which was surprisingly a lot – she didn't think she could take another sleepover.

Her phone vibrated in her hands and she quickly opened up the message.

No one. Alison wanted to go to a carnival in Philly and Aria and Hanna went along with it. I said I didn't want to and they said you've been M.I.A. so I thought maybe you'd like to take a break from being missing ;)

Emily laughed a little as she began to relax. The smiley at the end had her stomach doing those flips again, but she actually started to like them. The fact that her three other friends wouldn't be there both calmed her and made her nervous, but it wasn't a bad nervous . . . It was a good one. A nervous excited kind of feeling. Really excited.

Another vibration came while she was contemplating her reply and her heart practically floated away when she read the words.

Is that okay?

It was a lot more than okay.

It's super okay :)

She sent the message without thinking and nearly slapped herself across the face. Super okay? What are you, five!? Emily was almost one hundred percent sure she was blushing, and now she looked like a frowning idiot, clutching her phone and blushing, in a car outside a house she didn't live in. Maybe she should start driving now.

She groaned when she felt another vibration and reluctantly opened up the text.

Lol great, see you soon :)

And there went her heart again. She figured this must've been what balloons felt like, light and airy and all.

She smiled softly at her phone and placed it back in the passenger seat. Then, making sure to check her mirrors before pulling out of the curb she had parked beside, she continued on her way home.

A night with Spencer Hastings. Just Spencer Hastings.

It sounded like a nightmare for anyone who actually knew Spencer Hastings, but her knee was bouncing and she was tapping her fingers on her wheel and she found herself going slightly over the speed limit just to get home faster to get to Spencer faster because she could not think of anything she wanted to do more than spend the night with Spencer Hastings.

Well, maybe one thing, but maybe she'd get a chance to do that again later.

"How did I let you talk me into watching this horrible movie?" Emily groaned from behind the pillow she was clutching to her chest.

"Come on, it hasn't even been that scary," Spencer insisted with a laugh before she popped a few more pieces of popcorn into her mouth. Emily gaped at her, trying to ignore the images on the screen.

"Are we watching the same movie?" Spencer looked over to her petrified friend and grinned, in turn making Emily's heart race a little faster than it already was.

The swimmer had arrived at Spencer's house at around six -fifteen, after she went home and showered. She really didn't want to seem too eager, even though she was, but she honestly didn't think she could wait half an hour more to head over to Spencer's house.

That, and the more time she had with the other brunette, the better for her.

What she imagined would be an awkward evening was the complete opposite. As soon as she walked through the door, Spencer had started talking to her as if it were any normal day. She was extremely glad to hear the other girl's voice and even more glad to hear her speak without any weird tension in her words. Pretty soon, she found herself smiling while Spencer complained about her American Lit homework while making popcorn to watch a movie. It was safe to say that she missed her friend a lot more than she could have imagined.

She knew, however, that Spencer could talk her way into getting whatever she wanted – the brunette was practically known for that talent – so Emily shouldn't have been surprised when she agreed to watching One Missed Call, even though she despised scary movies. But Spencer was smiling at her and looking so damn adorable and between the trembling in her stomach and the fluttering in her heart, she could hardly say no.

And now, she was paying for it.

So there she was, curled up on the couch in terror while Spencer was on the other side, eating popcorn and watching the movie as if it were as boring as the news. She practically had a death grip on the pillow, and while it was doing a pretty decent job of shielding her from the horrors on screen, she kind of wished she had the guts to get closer to Spencer.

She'd seen enough movies to know how these kind of things work. Guys used horror movies to scare girls bad enough that they go to them for comfort. Not that that applied to her – though, she hoped it did – but she guessed that she was the girl in that metaphor, and she was doing a really good job. She could hardly speak besides a whine here and there. If she could just move an inch –

A loud bang sounded on screen followed by the main character being pulled off her feet and dragged across the floor. Emily jumped and put the pillow over her face. She honestly did not think she could make it to the end.

"Spencer . . ." She whined pathetically, and she would have been so disappointed in herself for sounding like such a whimp if she weren't so scared. Spencer looked over to the swimmer and her face softened with a look Emily couldn't quite decipher. She watched the brunette put the bowl of popcorn on the table in front of them and pause the movie.

"We can change the movie if you want, Em. I know how much you hate scary movies," Spencer offered with a little smirk that practically sent Emily's heart on fire. For a moment, she wondered why Spencer would put her through that torture if she knew her phobia and thought, with an excited flip of her stomach, that she may have been right about the metaphor. But this was Spencer, her best friend – just her best friend. No matter how much she suddenly seemed to want it, nothing was going to happen tonight.

"It's okay," Emily squeaked quietly, glancing quickly back at the screen and looking away when she saw the creepy ghosts staring as the protagonist was dragged away. The movement didn't go unnoticed by Spencer and a small smile appeared on the girl's face before she patted the space beside her.

"Do you at least want to move a little closer?" Spencer bit her lip and tried not to smile at how quickly the swimmer's mood changed, just as Emily tried to hide her excitement at the option of being closer to the bookworm.

"Okay," Emily murmured and scooted closer to other girl. As soon as their thighs came in contact, – she was suddenly very glad to have worn shorts, since Spencer was wearing them, too – electricity shot up her body and she had to remind herself to breathe normally and not like she'd just run three miles. She hoped that Spencer wasn't watching her or noticed how much the skin to skin contact was affecting her.

Emily chanced a glance at the brunette beside her and realized that the girl was looking down at where their thighs connected. She wondered suddenly if maybe the other girl had felt it too. Of course, the rational part of her mind was telling her there was no way she felt the same, but the wishful part was hoping that she did.

Who are you kidding? She's probably freaked out.

Shut up.

"You alright?" Spencer's attention had drifted back to the other girl's face and Emily had forgotten what English was for a second when her eyes made contact with warm chocolate irises.

"Y –Yeah, why wouldn't I be?" Emily mentally berated herself for the slight falter but was glad that she was mostly steady. Spencer's gaze dipped down and for a second, the swimmer thought the girl was actually checking her out until she spoke.

"You're clutching that pillow harder than when you were watching the movie," Spencer said with a little laugh and Emily was starting to get upset at how sensitive she was to everything to other girl did. She didn't think crushes could be this bad.

"Sorry," She answered weakly with a small smile and loosened her grip on the pillow. She expected Spencer to start the movie again now and she mentally steeled herself for more horrifying images, but then her hand was being taken away from the pillow and held by another soft hand.

"Relax," The brunette murmured, smiling softly at the swimmer. Emily could have died from how fast her heart was pounding. "It's just a movie, all Hollywood and make-up," Spencer gave her hand a reassuring squeeze and the butterflies in Emily's stomach doubled.

"I know," Emily said with a nod and smiled a little. "Thanks," Spencer smiled back at her, and Emily was sure she imagined her friend's eyes dropping to her lips. Before she could even check again, the brunette was already reaching for the remote to play the movie, but Spencer never pulled her hand away.

They stayed like that for the rest of the movie, much to Emily's reluctant delight. Spencer casually continued to eat the popcorn, and of course, offer some to Emily, who denied any in favor of clutching the pillow and hiding her face behind it. Every time a scene was too scary, however, the brunette would give the girl's hand a reassuring squeeze and Emily would completely forget about the movie and remember that she was holding Spencer's hand.

At one point, Emily felt bold enough to toss the pillow aside when more than two minutes had gone by without any horrifying activity. Her decision was immediately regretted, however, when some horrifying, charcoal colored thing started crawling after the main character. The swimmer squeaked and hid behind Spencer's arm in an attempt to hide herself from the traumatizing images. The movie was long forgotten, however, when she inhaled the sweet smell of violets that was totally and completely Spencer Hastings. She stayed there for a while, breathing in the heavenly scent, until she realized how damn creepy she was being and pulled away. Spencer looked over to her and flashed her a playful smile, and Emily hoped to God that she didn't realize what she'd just been doing.

The movie finished on a weird – and terrifying – conclusion, in Emily's opinion, but she was glad that it was over. She despised horror movies, and yet, she couldn't really tell herself that she disliked this one so much. She would have loved to have said that she was getting over her fear, but she knew the real reason for her small change of heart.

It was still fun to pretend, though.

"Okay, let me not torture you anymore," Spencer remarked with a grin and popped out the disc with the remote. She turned completely to the girl beside her and held her hand with both hands. "So what do you wanna watch, now?" The brunette asked with a soft smile, and Emily was overcome with the same feeling as the night of the sleepover – that warm, fuzzy, tingling feeling that made everything feel intensified. She looked down at their joined hands, and it was just as she expected.

They still looked really good together.

"I dunno," The swimmer shrugged, offering her own smile. She really needed to get it together. Reluctantly, very very reluctantly, she pulled her hand out of Spencer's grasp and reached over to the DVD cases to pick out a new movie, trying to ignore the sense of loss that came over her. She flipped through the different cases, and her heart nearly stopped when her eyes fell on a specific case.

The cover on the case featured two men and women side by side with their backs facing to the front of the case, but behind their backs, the two women were holding hands.

It was a gay movie. Well, lesbian, but nevertheless, Emily's heart was jumping out of her chest.

"What's this one about?" She asked quietly, hoping she didn't sound as petrified as she felt. Spencer leaned over, her face coming dangerously close to the swimmer's face, and Emily stopped breathing altogether.

"Oh," Spencer smiled and took the case from her before leaning back against the couch, and Emily finally let out the breath she'd been holding. "Well, it's about two women: one owns a flower shop and the other is getting married. The girl who owns the flower shop arranges the flowers for the other girl's wedding and they become attracted to each other the more time they spend together, but of course, there are problems, because the other girl can't be gay if she's married to her husband. It's actually a really cute movie," Spencer looked over to the swimmer with a smile and a raised eyebrow.

"Wanna watch it?"

What had Emily gotten herself into?

She was completely conflicted. While she didn't want to watch the movie with Spencer there, she did want to watch it out of curiosity and interest. Maybe it would help her understand why she felt like this; Maybe it would help her cope with all these . . . Feelings.

"You pick, I'll go make some more popcorn," Emily answered, putting the cases down and reluctantly moving away from Spencer. She couldn't do it, whether she wanted to watch it or not. Spencer couldn't know. No one could know.

She picked up the popcorn bowl and walked towards the kitchen, which was literally only five feet away from the living room with no doors to separate anything. She suddenly wished that the sleepover was at her house.

She placed a bag of popcorn into the microwave and watched out of the corner of her eye as Spencer flicked between the different cases. For a second, she swore that the brunette was eyeing the movie she had picked up but all too soon, the microwave was beeping and she had to pry her eyes away to get the popcorn. By the time she poured the bag into the bowl, Spencer was already popping in another movie. Emily bit her lip in frustration but ultimately let it go. What else was there to do?

"So, what'd you pick?" She asked as she walked over and sat beside Spencer again. The other girl reached into the bowl and smiled mischievously, and the butterflies that had finally left Emily alone came back with a vengeance.

"You'll see," Spencer responded with a grin, taking a few pieces of popcorn and popping them into her mouth. Emily, to say the least, was both excited and terrified. Her terror surpassed her excitement, however, when she watched the name An American Haunting appear in red scribbling on the television. She groaned out loud, setting the popcorn on the table quickly and hugging another pillow to her chest.

"How could I let you do this again?" Emily muttered miserably, while Spencer laughed in delight and shot her a playful look.

"Because you love me," Emily's stomach jumped at the words, and when she looked over to the brunette, she found the girl looking at her with a look akin to adoration and, just maybe . . .

Stop imagining things.

"Shut up," Emily murmured, both to herself and to the brunette, but Spencer simply giggled in response and grabbed a few more pieces of popcorn. The swimmer, although unhappy that she had to endure yet another horror movie, was glad that the movie she picked out wasn't being flashed on screen.

That's what she told herself, anyway.

The sleepover was both a blessing and a curse, Emily surmised. Spending time with Spencer was definitely something that she needed; she really had missed the girl and their time had been both tempting – for obvious reasons – and sweet – therapeutic, even.

However, now, it was just pure torture, because she'd forgotten the point of a sleepover: sleeping. Now, she was lying wide awake next to a half slumbering Spencer Hastings, trying her best not to touch her friend while simultaneously wondering what it would feel like to have her arms around her.

Despite her endless memories and daydreams of their kiss, Emily's thoughts about Spencer remained chaste, but romantic. It wasn't like she wanted to do anything . . . Sexy with her friend – she didn't even have those thoughts about Alison, or anyone else – but she did want to hold her hand, and she did want to memorize the smell of her hair. Most of all, she wanted to kiss her again. Not make out, just kiss.

How could something so wrong feel so natural? It was wrong, right? She wasn't supposed to want to kiss anyone this much, let alone her best friend – her female best friend – but, heaven help her, it was the only thing she was sure she would do again in a heartbeat if she had the chance. It was the only thing she was sure was right, even if it wasn't.

"I knew we shouldn't have watched those movies," Emily heard a sleepy murmur from in front of her and smiled softly. She watched as chestnut irises opened and met her eyes, and her heart did it's familiar skip. "Can't sleep?"

"Not really," She murmured sheepishly, feeling guilty that she'd woken up the girl beside her. She'd been so careful that she'd barely moved a muscle. Maybe Spencer could hear her thinking. She wouldn't have been surprised, really. She knew the brunette could rule the world if she wanted to. She smiled at the thought. "How'd you know?"

"Your breathing gave you away," The girl whispered, shifting slightly and placing a hand in front of her, right beside Emily's. The swimmer's breath hitched, but she recovered quickly and waited for the girl to continue. "Your breathing wasn't slow enough for you to be asleep,"

"Sounds like something a serial killer would say," Emily giggled and relished in the butterflies that filled her stomach when a smile graced Spencer's face. The fluttering doubled when Spencer's hand enveloped her own, and she welcomed the warm electricity that flooded her body.

"Maybe, or just a super genius," Spencer whispered with a smirk, rubbing circles on the back of Emily's hand as she held her gaze. If the swimmer wasn't almost a hundred percent sure that telepathy was impossible, she'd think that the genius beside her knew exactly what was haunting her thoughts. Even so, she relished in the comforting gesture and played along.

"Sure, we'll say that," Emily hummed contentedly, watching as the brunette looked back at her. Spencer licked her lips – Emily pretended not to watch the action – and looked down at their joined hands.

"What were you thinking about?" She wondered if this was going to be one of those late night conversation where both girls revealed their deepest secrets and then went on to forget about them when the sun came up. Was she willing to risk letting loose the war in her mind for the comfort of the night?

Well, maybe a little.

"Last week," She whispered back, deciding not to say too much. She first wanted to know what the brunette thought she was talking about. Spencer's focus remained on their hands when she replied.

"What about it?"

"You know, the sleepover,"

"Hmm," Was the brunette's murmured response, but Emily wasn't sure what to make of it – until the girl smiled. "You slept with Hanna,"

"What?" Emily choked out, eyes wide as saucers. "I–I didn't sleep with Hanna, what are you–"

"Em, relax," Spencer shushed with a chuckle, entwining their fingers now instead of just holding the swimmer's hand. At the action, Emily obliged, albeit still shocked at the brunette's words. "I meant you slept beside Hanna. You know, instead of beside me," A wave of understanding hit the other girl and she gave a breathy laugh.

"I did sleep beside Hanna,"

"I felt kind of betrayed, you know," Spencer joked with a small smile, but Emily wasn't sure if she imagined the slight hurt in her voice. "We're bed buddies. I was stuck with Alison and Aria for the night, and Aria tosses around a lot," Emily laughed lightly at the quip.

"I won't leave you ever again, Spence," A small silence passed between them, both girls focused now on their intertwined hands. Spencer let out a small sigh and finally looked at Emily, whose breath caught once more at the familiar look of determination the brunette had on.

"You're talking about the kiss," Spencer murmured quietly, her eyes never leaving her friend's. Emily's heart sped up at the statement but she nodded.

"Yeah, I am," This was uncharted territory for the swimmer. She had no idea what to expect, and Spencer's face wasn't giving her any hints. She looked so brave, and yet so

. . . scared. What was she scared of? If anyone was supposed to be scared, it should have been Emily.

"What's been on your mind about it?" What hadn't been on her mind about that moment? She could have answered in about a million different ways, perhaps talked about how she wished she could relive the moment over and over because there was no way she could ever get tired of it. But one question came to the forefront, one that had plagued her every time she replayed the heavenly moment in her head.

"Why?" Emily asked, barely above a whisper. Why would the brunette kiss her, with her first kiss, nonetheless? Was it out of pity? As nice as that would have seemed at the time, the swimmer truly hoped that wasn't the reason. She could be pathetic, but that was just over the top. Was Spencer feeling just as bad that day and looking for comfort? She had argued with Alison, but it would have been an oddity if she didn't argue with the blonde, so that couldn't have been it. Maybe, just maybe, the brunette feels –

No. She wouldn't allow herself to entertain those lies. She'd only regret them in the end.

"I'm not sure," Spencer answered with a sigh, turning her eyes back to their hands. "It seemed like the right thing to do at the time," She said with a smile and a shrug. Emily stared at the girl in disbelief. There was no way it was that easy.

"But it was your first kiss, Spencer," The swimmer stressed, her eyebrows scrunching together. "I thought you would have wanted to share that with someone special,"

"I did share it with someone special," Spencer insisted with a smile, and Emily's heart fluttered at the statement. "Emily, I wouldn't have wanted to share it with anyone else but you, don't you ever think otherwise."

This was dangerous, the swimmer knew. The words were making her feel things she knew would hurt her later. But she kept listening. She'd wonder later when she became a masochist.

"You told me that day that your first kiss wasn't everything you wanted it to be, so I guess I kind of thought that if I gave you my first kiss, it would kind of even it out. I only hope that it was as great for you as it was for me . . . Was it?" Spencer's hopeful gaze melted her heart and she smiled at the sight.

"It was," She whispered quietly as the warm feeling that always engulfed her when she was around the brunette coursed through her body. A comfortable silence passed between them before Spencer moved a bit closer, and Emily could see her face completely. It was a fleeting thought, but at that moment, the swimmer was sure she could watch the brunette the whole night and never get tired.

"I'd do it again, you know," Spencer murmured with a smile, pulling Emily's hand closer to her chest but never stopping the motions with her thumb. The swimmer's heart sped up, but to her surprise, so did the brunette's. Had she really heard that right? "Only if you'd let me, though,"

Emily almost wanted to laugh out loud at the statement. Only if she'd let her? Here she was, restraining her thoughts, but Spencer was perfectly fine with doing it again.

Oh, but only if she let her, though.

A silence passed between them, with Spencer cradling Emily's hand while Emily watched her with a racing mind. Her throat and stomach tightened with a nervous excitement that she couldn't quite explain. Nothing was going to happen, she was certain.

Almost certain.

"Is it okay that I said that?" Spencer whispered self -consciously, refusing to make eye contact now with the swimmer.

"It was more than okay," Emily murmured back with a smile that the brunette in front of her returned. This was definitely dangerous territory, and if she weren't certain that things would probably go back to normal in the morning, she wouldn't even contemplate the words she was about to say. Honesty was always the best policy, however, and unfortunately, she could never be anything less with Spencer Hastings.

"I wish you would kiss me, sometimes," It was barely above a whisper, but it was still enough to have chocolate orbs look up at her in surprise. Emily took in a deep breath. There was no going back now, might as well go big or go home. "Most times, it's all I can think about. It's always on my mind. " Emily licked her lips and almost died when she watched those eyes look down at the action and look back up. "Like right now,"

She heard an intake of breath from the girl in front of her, and suddenly wondered if saying any of that was some horrible mistake. But then Spencer scooted closer to her, so much so that she could feel the brunette's breath on her skin.

"Can I kiss you?"

Clearly it wasn't a horrible mistake.

In a million different ways, she'd imagined this moment. Heart pounding, excitement and impatience pumping in her veins while her breath mingled with the brunette's as their gazes locked before a mind blowing kiss. And every time she imagined this moment, her answer was always the same.

"I wish you would," Emily could hear blood pumping in her ears after what she had whispered, but all she could do was stare back at the girl in front of her, who was looking at her with an indescribable expression. Her nerves were on fire, and she was sure her heart was ready to burst from how fast it was beating, but she couldn't stop staring at Spencer.

There was light coming in from the window – she wasn't sure if it was a streetlight or even the moon – that illuminated the brunette's features and showed her blown pupils and bright, chestnut eyes. Her mouth was open very slightly, but her breaths were soft and shallow, as if she was just as nervous. Her hair was doing that thing where it was crazy and unkempt and not at all Spencer Hastings, but all Emily could think was how beautiful she was at that moment. It was so silly and corny, but she couldn't help herself. She was so enamored that she hadn't even realized when she had started moving in until she met a soft pair of lips that sent tingles throughout her whole body.

It was a barely there kiss – her lips had only brushed against Spencer's – but then there was a hand on the back of her head and she was kissing Spencer Hastings completely. Her nerves sparked every time she met the girl's lips and she felt like she was absolutely melting. Spencer's lips were soft and sweet – just like she remembered – and with every single kiss, she could feel the fireworks exploding behind her eyes and through her system. But what started out as sweet, small kisses quickly became something more – something needy and heavy.

Somewhere along the way, Emily had gotten bolder and placed a hand on the other girl's hip, but Spencer's kisses were relentless – not that Emily was complaining. The brunette paid extra attention to the swimmer's bottom lip and, out of shock and pleasure, Emily let out small moan and gripped her hip tighter. She could feel Spencer's pushing against her, urging her back while she kissed her breathless, and soon enough, the brunette was mostly on top of her, supporting her body with one hand while the other remained in Emily's hair.

The swimmer ran her hands up Spencer's back, feeling the muscles arch towards her hands. Spencer's shirt wasn't much of a barrier, Emily realized, and she could feel how hot the girl's skin was against her fingertips. She gripped the back of the girl's shirt suddenly when she felt the brunette nip her lower lip and lick the area lightly and she nearly let out another moan. It was getting too heavy for her – for both of them – she knew, but she couldn't find a reason to care. The warm feeling pooling just below her stomach made her whole body flare up, and she wanted more of it. She wanted more of Spencer.

The brunette above her began to trail lingering kisses across Emily's cheek and down her neck, making the girl's breath hitch. She could feel Spencer's lips against her pulse point and each breath in between the kisses she left on her skin, and Emily swore she was going to pass out from how fast her heart was beating. She could feel the moans threatening to spill from her lips the lower Spencer went, and she was so focused on the girl's lips that she hardly realized where the hand that was in her hair had gone.

The moment that Spencer kissed and nipped her collarbone was the same moment she felt her cool fingertips lightly caress the skin of her stomach, leaving butterflies on the skin they touched. By now, the warm feeling below Emily's stomach had turned into a flame, the flames only growing the more Spencer touched her. She could hardly hold back the moan that escaped her lips.

"Spencer," She half whispered, half moaned, her heart thundering in anticipation the higher the brunette's hand went. Until it stopped. Spencer's hand paused just above her belly button, and her kisses ceased to continue. Emily opened her eyes, not realizing she had closed them until then, and furrowed her eyebrows in confusion. Has she done something wrong?

"I'm sorry," Was the apology she heard whispered against her neck, that also sent chills down her spine. Emily loosened her grip on Spencer's shirt, knowing in the back of her mind that it would be wrinkled, and watched the brunette lift her head. She resisted the urge to run her finger along Spencer's lips, which were now a little redder than before, as she caught her breath and stared up at the girl that made her heart soar.

"Is everything okay?" She asked timidly, still a little breathless and not entirely sure why Spencer had stopped kissing her. As far as she knew – and felt – things had been going fine. Really fine. Spencer smiled down at her, just as breathless as the swimmer, and Emily's stomach did it's familiar little jump.

"Too much too soon," She whispered, removing the hand from under the girl's shirt and running her thumb along Emily's cheek. It was such a feather-light touch and so soft, and Emily's heart was stuttering in her chest at the feeling and at how sweetly Spencer was looking down at her. She nodded slowly in agreement, though it was reluctant. She wouldn't have minded going a little further, but all her thoughts fell apart when she felt those soft, mesmerizing, breath-taking lips meet hers in a sweet kiss.

The kiss ended all too soon – in Emily's opinion – and Spencer moved away from her and returned to her side of the bed. The swimmer watched as the brunette comfortably rested on her back before looking over to her with a smile. She reached for her hand and gave it a tug, asking her wordlessly to move closer. Emily smiled at the action and began to scoot over until she was flush against the other girl. She felt Spencer's hand on her back, and suddenly, she was using Spencer's chest as a pillow.

She'd never been this intimate with anyone before. Kissing was one thing but this felt so much more than that. She could hear the other girl's heart beating soothingly against her ear while Spencer's hand moved up and down along her back. All the adrenaline from their kisses seemed to fade instantly – though, she wouldn't have minded restarting all of it – and if she were being honest, she actually preferred this. This felt right – it felt real. She wondered how real it would feel in the morning and then frowned, deciding to deal with that when she woke up. Right now, she would enjoy Spencer's warm embrace and steady heartbeat.

"You know, for someone who's only kissed two people," Spencer murmured into her hair, her hand running down through the length of it now. "You're a really good kisser." Emily laughed into Spencer's chest, and shook her head.

"For someone who's only kissed one person," Emily whispered back, smiling at the fact that she'd been the only person Spencer had ever kissed and reveling in the warm feeling that washed over her as she thought about it. "You're an amazing kisser." She could feel Spencer laugh more than she heard her and grinned to herself.

"I watch a lot of movies," Spencer said nonchalantly, but Emily could clearly hear the smile in her voice. She bit her lip to keep from giggling.

"Well, they definitely paid off," Emily murmured, twirling her finger on the fabric of Spencer's shirt. She heard the girl sigh contentedly above her and smiled, cuddling just the slightest bit closer. If she got any closer, she thought with amusement, her and Spencer would probably become one. Emily and Spencer. Spencer and Emily.

They sounded good together.

"Goodnight, Em," She heard the girl whisper above her and smiled, placing her arm across the girl's stomach and holding her close.

"Goodnight, Spence,"

So much for nothing sexy.

A/N: ;)