AN: FINALLY, It's my longest chapter yet, so proof reading, as always, was a bitch. Couple of things,

Thank you very much to all my ANONs, as well as angelgirl301, sara1287, rainbluewater, 064548, snakeyninja, AND

x-sugarfree-x: I can assure that spencer kickin' ass and bustin' heads, will be right around the corner ;)

Laughlovelivex: I tend to write off personal experience, because I know more about it, obviously :P, and I feel like after Maya dies Em would be total wreck, so this is how I portray her wreckage… also I had to get Aria and Hanna in there! Its not complete with out them :) I agree, Shay Mitchell in undies, SEXXYY. and there's more Spemily to come I assure you, I look forward to your reviews! Thanks!

Spinoza-off: here is chapter 3! I hope you like it! And everything you said is basically spot on, so I'm glad you're on my page, so to speak. :) AND sex, well let's just say you'll enjoy this chapter, 4 times over! :) tehehe

With that said:

WARNING: THIS CHAPTER, mainly all M rated, you've been warned! enjoy :)

-Becc

Chapter 3: Easy, but Complicated.

Emily awoke to the sun shining brightly on her face, the way her features lit up, you'd think she were in total peace. That all changed very quickly.

Blinking a few times and rolling over, this wasn't her bed. She sat up quickly. This wasn't her dorm, either. The digital clock on the nightstand read 9:30.

Okay, okay, this is Spencer's place, her bed. Naked. I'm naked. Why am I naked? There's no fucking way I fucked Spencer and don't remember, there's just no way. Where's Spencer now? What the fuck did I do?

Were just some of the things she asked herself. Frantically getting out of bed pulling on her pants and t-shirt from the night before, and darting out of her friend's apartment before anything else could happen.

Okay, why are you running Emily! This is Spencer. Spencer, your best friend, your best friend, that your in love with? Okay brain shut up. No more thinking. No more thinking.

She told herself several more times, slowing down, she aimlessly walked back to her dorm room.

Upon entering her room she immediately grabbed her bottle of whiskey from her desk draw. Taking a huge gulp before coughing. Soon following her cough was a loud knock on her door.

"Emily! It's Alyssa open the fucking door, I'm so pissed at you." the darker girl sunk into her desk chair.

Great, exactly what I need.

"Its open." she sighed, exasperated. A blonde girl, about 5'7", with a fragile frame, and clothes that hung off her curves in all the right places entered her room. Her hair flowing loosely over her shoulders, and she was clutching a Burberry purse. Your typical snobby, preppy, bitch. However, she absolutely adored the raven-haired girl, her innocence, knowledge, charm, radiating beauty... She was every girls dream. And Alyssa Williams was the 'it girl', so naturally she had to have Emily for herself. Unfortunately for her, Emily was emotionally unavailable and in the 2 weeks they were exclusive the darker girl fucked 3 of her closest friends. Since then, they had a pact, (literally written in paper) that 3 times a month they would hook up no strings attached, so everyone still respected Alyssa, and so Emily would have a reason not to date anyone. Reluctantly, they had become closer due to the whole scenario. Alyssa looked around the room,

"Em, stand up a minute." the raven-haired girl stood up, not wanting to deal with the bullshit. The blonde pulled Emily's pants toward herself and looked down, "no underwear, no bra, your hairs a mess, you still smell like tequila, but your drinking jacks, I take it you just got home cupcake?" she asked annoyed.

"Yeah, what's it to you?" Emily snarled back, sinking back into her chair and sipping her bottle.

" Well I've been calling you all night, you totally blew me off. That's not on paper Emily. I suggest you buck up right now! Your not supposed to be slipping, what's your problem?" she barked at the taller girl.

"Wow Lyss, why couldn't you be around last night? I totally slipped." She grumbled, sarcastically, sipping her bottle again.

"Who fucking cares Emily! Get up off your ass and go fuck mad bitches in one night! Like it's a problem for you? No it isn't. So quit mopping and handle your shit. I do not associate with losers." the darker girl jumped up off her chair, pinning the petite girl against the wall near her bathroom door, kissing her fiercely.

"That's the Em I know and love." she panted, biting her bottom lip.

"Shut the fuck up Lyssa, and go start the shower. Strip, and I'll be in there in 2 minutes." she didn't have to say anything else. The raven-haired beauty turned to her desk chugging a good 3 shots worth of whiskey. Then she pulled her t-shirt over her head, undoing her belt and jeans while walking into the bathroom. The blonde had entered the steamy water, and Emily soon followed. Alyssa pushed her against the cool tiles of the shower, kissing her fiercely. Emily opened, as the smaller girl probed her mouth with her tongue. Hands slipped down Emily's body, massaging her breasts and moving down to the warm spot between her legs. She gasped at the contact, the blonde moved her mouth and body down till she was kneeling in front of her core. Dipping her tongue between the wet folds feeling out her clit, a moan was heard as Alyssa penetrated the taller girl with a finger pumping her at a moderate pace until she could feel Emily's walls cave around the finger. Quickening the pace of her tongue and finger, curling deeper, touching her g spot as she pushed the girl over the edge. More moans and the taller girls legs vibrated as rode out her orgasm. She looked down, and pushed her dark locks over her shoulders, giving the blonde a slight push away from her, trembling body.

"Fuck Lyss, your so hot on your knees looking up at me like that." Emily sighed as she sunk into the shower walls, joining the blonde on the tile floor. Alyssa kissed her quickly before standing and stepping out of the shower,

"Well yeah babe, I'm no prude. I know what my girl likes… Now get up and wash up, and be at my party by 11 tonight, or I'm gonna beat your ass tomorrow. Rules Em, you need to check in." Emily groaned.

"Goodbye Alyssa." she huffed, "wait! Pass me my bottle," she commanded. The hot water washing away everything she was letting consume her. Spencer, more specifically. The small girl peeked into the shower, handing a frazzled Emily the whiskey.

"You better not look like shit tonight. Be coherent at my party Em." with that she blew her a kiss and left the bathroom and her dorm room. Emily swigged her bottle a few times before things got blurry, and she felt herself slipping into dreamland.

At exactly 3:15 pm Emily's alarm clock sounded. She rolled over grumpily and slammed her fist down on it. Peeking her eyes open she noticed the time.

"Fuck." she muttered, class started in 15 minutes. Pushing the blankets off her naked body she headed to the bathroom, stopping at her dresser to grab a pair of matching black silk bra and panties. She peed and pulled the garments on. Next she brushed her teeth and combed her hair throwing it up in a loose bun. She moved on to her wardrobe, she decided on a blue and grey plaid miniskirt, and a grey polo shirt. She pulled on a pair of blue flats and grabbed her over shoulder book bag. She then rushed out the door, making her way to her English literature class.

Before she could even step into class she heard her name being called, she took a step back into the hallway and noticed a redhead bouncing her way.

"Em! How are you?" Kara was her name. She was the brainy type with a knack for interior design and classy decor. She stood at 6'1" only 2 inches taller then Emily. Her piercing green eyes always elicted a certain desire in the dark girl. She had on a short denim skirt that showed off her long legs, and a skimpy black camisole, with pearls in her ears and around her wrist. A crucified Jesus hanging around her neck, she wasn't allowed to be gay, her religion didn't approve; but with Emily it happened anyways. Another girl on the list.

"Bored, this class puts me to sleep." she replied looking the redhead up and down. The taller girl tucked a stray hair behind her ear and looked at her feet shyly.

"Want to go ... Um, catch up?" she looked into the darker girls eyes.

"Absolutely." Emily replied smiling sweetly. She knew exactly where this was going. As soon as they rounded the corner and walked through the double doors leading outside, the redhead grabbed Emily's hand leading her in the direction of the parking lot.

Exactly 7 minutes later they were parked in the backfield, sitting in the back seat of Kara's Volvo. Emily lounging against the window as the redhead sat in her lap. As soon as they had parked their lips met and hadn't parted. Her tongue was so far in Emily's mouth; the darker girl thought she'd pass out. Suddenly she felt hands drifting down her abdomen, lifting her shirt. So Emily pulled the red head closer still, lifting her skirt. Letting her hands roam all over the girls' body. Nothing was better then a virgins pussy, usually cleaner and tighter and tasted almost sweet. She flipped positions so the girl was on her back, legs spread, with Emily between them. The darker girl took in the sight before her, and pulled her closer, she kissed the girls thighs; a low moan escaped the red heads throat.

"Tell me what you want." Emily commanded her voice low, filled with lust.

" God dammit Em, fuck Me." she moaned in response. It was on. The raven-haired girl dipped a single finger into the other girl's folds, she moaned loudly at the contact. A steady pace started out as Emily's tongue found her clit. She quickened her pace doing figure eights with her tongue and adding a second finger.

"Ow!" the redhead exclaimed. Emily stopped, and sighed loudly exasperated. The redhead's eyes went from pain to fear as Emily sat up and leaned back against the other side of the car. The redhead climbed back onto the slightly shorter girl, straddling her hips and pushing her fingers back inside of her. With a sharp intake of air, and a lustful look in her eyes, Emily continued. Slow at first and then regaining her speed, she was becoming bored already. The girl in her lap bounced with her menstruations, adding more pressure as the darker girl could feel her walls caving around her two fingers. The redhead kept her quick pace and Emily massaged her clit with her thumb. She came down hard and screamed her name. The brunette slowed her pace as the taller girl rode out her orgasm, withdrawing her fingers and putting them in her mouth.

"Mm, you taste good, as always." Emily stated confidently. The taller girl became bashful and then attacked her lips in a heated kiss, Emily pulled away after a minute. "We should get going, I have plans," she stated rather plainly. Seemingly un-phased the girl opened the back passenger side door, and stepped out pulling her skirt down and fixing her shirt and hair. The raven-haired girl mocked her movements, and moved around the car to the passenger side door. They both got in, as the redhead started the car, she looked at the brunette, they kissed for a moment. Then Kara drove back towards the dorms.

Emily waved the taller girl off as a tall, rugged looking guy approached her.

"You should check your phone bitch, I been waitin' here for an hour, shit Em, I wouldn't wait that long for a girl who puts out." she smiled wide, and jumped on him making a dorky squealing noise.

"Damn Zeek! You snuck up on me. Dude, I don't have my phone." she nudged him as they started walking toward his dorm hall.

"What the fuck happened last night. I got us some beers and when I turned around you were gone."

"Yeah? You mean that in two ways? 'Cause the last thing I remember is taking shots at my place with you and the girls." Zeek's eyes widened.

"Damn Emily, you serious? We left your place and went to the bar, and then you were so trashed that spencer found you in the girls bathroom with some hoe that works there. She said and I quote 'it looked like she was fucking her limb body'!" he mocked spencer's over protection of the darker girl. Emily slapped his arm as they trailed each other up to his room.

"Wow, so after that, what happened?"

"Well after implying she was raping you, and we both know she probably wasn't." he looked at her with a mischievous grin, she laughed and pushed him forward. "Then she said she was taking you home." they stopped outside of his room and he looked at the shorter girl. She seemed to be thinking pretty intensely.

"What about Hanna and Aria?" she looked at his back as he unlocked his door.

"They went back to their hotel or something, I don't know!" He shed his coat and took Emily's.

"Dude I have no clue what happened. I'm freaking out! I woke up in Spencer's bed, naked!" she explained, pacing his room. Zeek packed a bong, his long blonde hair, about to catch as he sparks the bowl head. She watches as he tries to pass it to her. Exhaling as he speaks,

"Em, why are you so freaked?" He coughed, and put the bong on the floor, understanding my silent declination. "You told me last night you were in love with her, why all 'ah sudden are you loosin' your head, you fucked her? So what? That's a good thing," he laughed,

"I'm good on the weed, but I want something stronger." She stated absent mindedly, "I'm freaked out because, really, I'd rather be sober when I have sex with Spencer. She actually means something to me Zeek." He put his bong under his desk and opened the draw.

"So ditch Alyssa and be with Spencer, Emily. Your sellin' yourself short fuckin' all these hoes, anyways." He pulled out a bag of weed, a mirror, and a small wooden box. "-But talking to Alyssa, we need'ah get fucked up for that one." his eyes squinting and all his teeth showing through his hair as he smiled up at her.

"I agree to the fullest, what do you have in your magic box Zee?" she asked. He flipped the cover open as he broke up weed and cut open a cigar. The darker girl always watched him roll his blunts; she had yet to roll one close too as good as him. She peered into the box pulling out a small medicine vile with a black lid. The blondes piercing blue eyes following her movements.

"What are these?" she asked. He smiled,

"Jams..." she looked at him questioningly, "Painkillers sweetheart. They'll rock your world." she smirked and pulled one out handing the jar to Zeek. He took the pill from her hand and crushed it up on top of the mirror with his lighter. She watched as her friend scrapped the blue powder into a line and handed her a straw cut down to about a 3-inch tube. She looked at him, taking the straw. He stood up moving out of her way, she put the straw in her nose and inhaled the powder. Coughing and then looked at the blonde, who had sparked the blunt, and was holding it out to her. She accepted it and took a few hits, as he blew one of the pills to his face. Emily relaxed into his chair, the effect of the drug slowly making it's way into her vision, relaxing her nerves.

"We have to be at Alyssa's by 11 bro, don't let me forget." he laughed and took the blunt from her hand.

"No problem princess," he smiled at her pushing his hair out of his face.

10:45.

"Shit! Emmy baby, wake up." Zeek pushed his sleeping friend next to him, she stirred in her sleep before popping her eyes open, sitting up quickly.

"Damn, Zeek. That's some serious shit. I'm so messed up." she slowly adjusted moving off of his bed, and pacing trying to keep her eyes open.

"Ain't it though." He replied getting up and pulling his tee shirt off. She looked up at him.

"You look good." He laughed at her remark, "what the hell do I do about Alyssa, Zee." He pulled on a purple polo shirt and a button up white shirt.

"Take her head on Em. What's she gonna do? Your contract even says it's broken when one of you truly move on. It just may take time and convincing, bringing it up is the first step. I got your back Ma, no worries." he responded casually.

They arrived, walking through Alyssa's sorority house doors around 11:21. As soon as they entered the opening hallway they were crammed into a packed house. Weed, alcohol, and cigarette smoke were the first scents that touched their noises. The darker girl pulled her blonde friend along, entering the living room, some jocks played bay roué, and in the kitchen a wide arrange of liquors covered the counters. Zeek grabbed the jack and pulled Emily into a dark corner of the dimly lit dinning room. They passed the bottle back and forth a few times leaning against the wall. They waited; sure enough 5 minutes into watching the crowd a short petite blonde, that Emily had met once and knew as Danielle, approached her.

"Where's queen B, Emily?" she asked pushing her intoxicated body against the taller girl. She laughed slightly and pulled the girls chin up.

"Aren't you a pledge? Shouldn't you be telling me that?" she replied mocking the girl.

This was just too easy. She thought to herself. The girl smirked, a drunken stupor evident in her demeanor. She leaned up into Emily's ear and whispered something. Emily laughed throwing her head back. Taking a huge gulp off the whiskey, and passing it to her blonde friend. He laughed at her smug look as they locked eyes.

"Go get it girl, I'm gonna keep an eye on Lyss, so pick a bathroom or some shit." he whispered in her ear, and she gripped his arm before turning and pulling the girl through people. They zigzagged upstairs and into the first empty bathroom she could find. Once inside she kissed the girl sloppily, the drugs messing with her head, and thoughts of Spencer playing over and over. This girl didn't seem to care she pulled the taller girls shirt up and kissed down her stomach tugging on her skirt and booty shorts as she dove right into the darker girls pussy, licking her clit. After what felt like forever, but was really % minutes, Emily wasn't sure if it was the drugs talking or the girls failed attempt at satisfying her, but she mumbled,

"Okay that's enough." and pulled her skirt and panties back up. The smaller girl opened her eyes and stumbled back, confusion written all over her face. Emily laughed and walked out of the bathroom, a shit-eating grin plastered all over her face.

"Fucking cute Emily." The darker girl shuddered and turned around, she must've relaxed a lot when she realized it was Alyssa and not Spencer, because the blondes face instantly went from upset to infuriated as she shoved Emily against the wall. "You better be in my room in 5 minutes or I'm going to stomp this little girl." she spoke, words stinging like venom, as she went into he bathroom grabbing Danielle by her hair.

Emily cringed dashing down stairs to find Zeek. After a minute of searching, she gave up, and stalked back upstairs to Alyssa's room. A minute later the blonde barged through the doors and slammed them shut again.

"You owe me big for this one, like really Em? My own party." Emily smiled and then giggled. She was too fucked up for this. Alyssa began stripping one thing after another until she stood there, naked. She would do anything for the raven-haired girls' attention, but all Emily could think about was Spencer. Her vision blurred as she was pushed onto the bed, sounds fading, she slipped into darkness.

23 minutes later her vision and hearing come back, like a stampede. BAM! She looks around and realizes Alyssa is on top of her; she's wearing her strap on as the blonde rides up and down bucking her hips tightly as she moans and screams.

"Uhhhh Em, flip me over! Flip me over!" the brunette, finally coherent, flips the blonde girl and puts her legs on her neck as she starts thrusting hard and fast into her. Mad at the blonde for this stupid arrangement, she takes her frustration out on the smaller girl below. Alyssa scratches at her back and thighs, leaving marks. She can tell the smaller girl is about cum and pulls out hard, as she's slamming back into her-the double doors to Alyssa's bedroom come crashing open and the darker girl whips her head around pulling out of the blonde.

Emily makes eye contact with Spencer, the skinnier brunettes eyes flood with tears as the darker girl pulls her skirt and shirt down.

"Spence..." Emily says softly

"What the fuck bitch, can't you knock, get the fuck out of here!" Alyssa snaps harshly, unaware of what is about to happen.

Zeek enters the room as Spencer goes running out. The tall blonde boy runs to the darker girls side as she fumbles out of the sex toy and grabs her friends' bottle. She collapses on the floor crying, her friend holding her as she wails. Then silence. Emily snaps. The drugs take over as she pushes the blonde girls' side table over and rips the blankets off her body. She pants loudly, face deep red and hands balled into fists,

"Alyssa! I'm so fucking done with you! Don't call me! Don't text me! And don't stop by! ... I'm done." she finished quieter and out of breath, Letting the alcohol take hold. She turned and stumbled out of the blonde's room and towards the front door. Her tall blonde friend followed her out wrapping an arm around her waist for support as she quickly moved out of the house and into the street. She pushed Zeek away and collapsed on the sidewalk.

"Emily!"

"Spencer." she sighed and buried her head in her hands. Spencer coddled her, holding her head in her chest and pulling her up from the sidewalk,

"Em we'll talk later, but for now let's get you home... Your not wearing underwear." she whispered the last part and looked at Zeek. His eyes widened and he cleared his throat.

"I would feel better walking you guys back to your place, if that's okay?" he tried making eye contact with the skinny brunette.

"Absolutely." she smiled weakly.

+37 minutes later at Spencer's loft+

"Thank you for watching out for her, I can see why you guys got so close, I can tell you really care about her." Spencer said smiling warmly at Zeek as they had a cup of coffee and brandy at her kitchen island; Emily was half asleep on the couch.

"She does mean a lot to me, she's unlike any friend I've ever had... Honestly though Spencer, she's a lot better without all this party swag." he chuckled lightly, "you bring out her best, I can see that, even if she's trying to cover it up with booze and women... I guess, what I'm saying is you should stick around, cause when Emily comes up from this, she'll be a lot better off." they both sat in a comfortable silence, the brunette seemed to be pondering something.

"Even if Emily truly loved me and had feelings for me..." She paused, "Like I do for her- she's very much into her new lifestyle, and I can't handle every night being wasted, and taking care of her, and... And all of the girls!" Spencer huffed, averting her eyes.

"She's not happy with herself, and quite frankly Spencer, Emily is self destructive right now." Zeek jumped in, "If you were in her life, then things with Alyssa would be done once and for all, and Emily wouldn't be trying to keep up with all the superficial bullshit. Alyssa is the cause of this; you don't get it, 'cause you don't know..." He seemed very perceptive, and sure of himself, the brunette stayed quiet, hearing his words, "But that aside, I know she loves you, I can tell. The way she looks at you is unlike I've seen her look at anyone else, Alyssa included." Zeek smiled as the brunette finally looked at him, He finished his last sip and stood up, holding his hand out. They shook hands and she showed him the door, "Goodnight Spencer, tell Emily if she finds her phone, to call me tomorrow."

"Okay, It was really nice talking to you. Goodnight Zeek." she closed the door and locked the deadbolt behind the blonde. Peering at the beautiful girl on her couch, she went to turn off the lights when she heard,

"Umm Spencer? Please tell me I'm at spencer's." She sounded far away, like she was directing herself. The brunette flipped the switch back to on.

"I thought you were asleep Em, I'm sorry." she walked over to the edge of the couch and leaned over to look Emily in the eyes. The darker girl slowly looked up, eyes heavy and darker then usual. "Hey sweetie, how fucked up do you feel?" She asked sweetly. Emily smiled innocently,

"I'm sober enough to have heard everything you and Zeek talked about." her smile faded as she continued, "Spence I- I think your the first girl that I've felt anything for in a really long time. And we were best friends before anything happened, and well..." Spencer sighed and cut in,

"Emily, let's talk tomorrow morning, if you are really sober enough, then you'll remember to stay here in the morning. Even! If I'm not here at that moment. Please? Okay?" Emily sighed, and nodded.

"I wanna shower, please?" she asked quietly. Spencer held her hands out and helped the raven-haired girl up and to the left. Walking through the door the darker girl pulled her shirt over her head and turned to face Spencer. The skinnier girl grabbed her hands, as she reached for the buttons on the brunette's blouse.

"Em, I'm not showering honey, you are." She gave a half smile, confusion evident on Emily's face; she replied,

"But if we had sex last night? What's wrong with now?" she gave a sexy smile and proceeded to unbutton Spencer's shirt.

"Emily! We did NOT have sex last night! You got naked and passed out... I- I slept on the couch" Spencer stammered, the darker girl dropped her hands, and unclipped her own bra. The brunettes' eyes widened as she watched Emily push her skirt down. Standing there, nude, with a smug look on her face. Her eyes burned holes in Emily's skin as she got into the shower. She couldn't help but stare at her thighs and lower back, the marks that, she assumed, Alyssa had caused had risen and broke the skin.

"Em, I'm just going to get you something to wear okay?" she heard a faint mumble of something before slipping into her living room again.

The taller girl winced as the hot water hit her scratches, she looked down remembering the cause and scrunched her face in disgust. Closing her eyes she rinsed all of the 'party grime' from her skin, she felt better washing away the day, all those girls, the drugs, and the booze. After what seemed like forever, Spencer came back in.

"Emily, do you need anything? There's a towel for you out here. I put some shorts and a t-shirt on the toilet seat." the darker girl cranked off the shower and opened the curtain, leaving Spencer stunned and Gawking once again. Emily smirked evilly and asked the brunette to hand her the towel, she obliged. "You're being a tease, and it's turning me on. I'm going to bed." Emily's jaw dropped as she watched the girl leave. She had on a silky, purple nightgown, with spaghetti straps. It hung just below her butt.

It made Emily frustrated that Spencer didn't just throw herself at the darker girl. However, at the same time that made it so much better. She was sick of easy girls. If there was ever a girl for her, maybe she could believe Spencer was that girl. Drying off quickly, she pulled on the T-shirt the skinnier girl had brought her, with her own underwear. She followed the brunette to her bed upstairs, and climbed in behind her. The slightly taller girl wrapped her arms around Spencer as tight as possible, the brunette pushed further into the confines of Emily's body as they both drifted to sleep.

AN: oooiiee, I re wrote this like 5 times, hopefully you all enjoyed it!

Thank you again to everyone that review and alerted! X)

Keep the motivation coming ;)