AN: SURPRISE! I felt bad about not updating for so long; I decided I'd try to make it up to you by posting two chapters today.

Please let me know what you think! I love hearing your reviews!

PS: Hanna, in this, works for a fashion company that is sending her to college. In case there's any errors/questions.

Chapter 7: I'm a Night Person. Part II

Emily's POV

So there I was, outside of Spencer's apartment, 6 hours late, I looked at my phone for the first time since I read her last text, it was now 2 am. Hopefully she was awake, or would answer the door at least. I should've just went home, but I couldn't be alone right now, Nor could I be alone with spencer… My mind was a cluster fuck of perversion, and a low bitter rage was stuck in the pit of my stomach. I can't erase what I just took witness too. Oddly enough, it reminded me: I want sex. Even still, I knew by coming here I wouldn't get it, but if I went elsewhere I'd never get it from Spencer. I closed my eyes; drunken swag took over, as I smacked my head off of the door,

"Ah fuck." I clutched my head and took a step back, the door opened, and Spencer put one hand over mine, and the other on my opposite shoulder.

"Emily, Jesus. Are you okay? You scared the shit out of me." I looked at her, rubbing my head still.

"Sorry, I just started walking... and ended up here. I should go." I turned to leave but she grabbed my arm,

"I'm so sick of you walking away from me. I spent all day trying on outfits with Aria, all I could think was what would Emily think of this? All the while wondering if you'd even show up tonight. Thanks for texting me back by the way..." she trailed off looking at me, "what?" I was staring, probably smiling like a dumbass. I leaned in for a kiss but stopped just shy of her lips, I wasn't sure if she would kiss me back and I was scared to risk it, I hated rejection. She stopped my thoughts as she grabbed my face pushing her lips to mine in a heated kiss. She pulled away, biting her Lip to stifle a smile.

"I wanted to reply, but I was a bit wrapped up with Zeek and Hanna, and I fell asleep… Will you come somewhere with me?" She furrowed her eyebrows,

"Where Em, how drunk are you?" I laughed, "It's 2 am." I could feel the door closing.

"Please Spencer? I just want to be near you, and being in there, with you, it's hard for me." I indicated to her house,

"Okay," she agreed! I exhaled, and she smiled, "Where are we going?" I put my hand on her doorknob, "wait, let me grab my coat." She ran in and came back out, pulling on a black pea coat. I closed the door behind her.

"Were going to my favorite diner. It's called 24Sev, 'cause it's always open." She giggled, I instantly felt stupid. She grabbed my hand and squeezed it,

"Well I can't wait." I smiled and looked around; she always knew how to settle me down, with such ease. We walked in a comfortable silence, the air was crisp, and I could feel my walk becoming steadier, as I sobered up. My one track mind said FOOD, I was so hungry.

We got to the diner, and sat at a booth in the back, a tall girl, with very long brown hair, came over to us.

"Hello again." She smiled at me, and handed us some menus, "What can I get you to drink?" She had yet to acknowledge Spencer, who looked irritated, she could see that this girl was hitting on me. I always got these discreet moments where I would be out with one girl and another would hit on me, or even slip me their number. Sometimes even friends of the girls I was out with. This time I acted differently, I kept my eyes on Spencer,

"You want a beer? They have a bare bar." She raised an eyebrow; she was curious how I would handle the situation. I looked at the waitress,

"Two black coffees and can I get 2 shots of your best brandy please." She nodded and smiled sweetly,

"Anything for you Hun." I rolled my eyes as Spencer scoffed, and the girl left.

"God, I don't think that will ever get less annoying." I smiled a half smile at her.

"Well," I slid out from my seat and into the seat next to her. "It'll get easier the longer were together right?" I wanted to show her that I was thinking further ahead. Obviously she wasn't, but I was. She looked into my eyes, and half smiled, I smiled wide at her. Meanwhile the waitress dropped our drinks off. She coughed rudely,

"Do you know what your having?" She asked, this time Spencer spoke up,

"She needs fries, or something greasy. I'm good." her tone was stern, and demanding. The girl just turned and walked away. "Does she think she's going to get tips that way?" We laughed and I settled my head on her shoulder as she put her arms around me. Suddenly her phone started vibrating loudly on the table, I leaned forward to see Hanna's picture popping up, she laughed slightly,

"Why are all of you still awake?" She murmured answering, "Hello Han- what? Slow down. What?" she paused as I could hear Hanna ranting, "Okay? Hold on." She passed me the phone, one eyebrow raised.

"Yes Han- what? No. Hanna come on, I left you so you could have privacy now your interrupting mine? Ugh whatever Hanna, were at 24/Sev." I hung up, and slumped into the booth, annoyed. The waitress came with the food and placed it on the table.

"What's her problem?" Spencer asked me, referring to our blonde friend. I buried my face in my hands,

"ee lept z."

"What? Em, sit up, what happened?" I did as told, and looked into her eyes, playing with a few fries on my plate.

"She slept with Zeek." Spencer's eyes got huge as she put a hand over her mouth. "Yeah. I woke up at Zeek's before I came to your house, and the first thing I saw was Hanna bent over his bed, and-"

"No more please!" She butted in. I shook my head, trying to rid the thoughts, as she laughed, "oh my, Emily, I'm sorry you witnessed it." I laughed and scrunched up my face, she pulled the shots towards us, "Cheers?" I grabbed one, as we clinked and drank the liquid. A few minutes later a disheveled Hanna slumped down across from us. "Hanna you fucked Zeek?" Suddenly Aria came running up to the table, stopping suddenly to look at Spencer, and then- wide eyes- stared at Hanna,

"You fucked Zeek?" She asked quietly, I pushed her to sit down next to Hanna.

"Yes! I know what your thinking, what about Caleb? Well I don't fucking know what's going to happen, I just know I was a little drunk, and we both wanted it, and Emily fell asleep so-"

"Emily you were there!" Aria exclaimed cutting in, Spencer put a comforting arm around my shoulders.

"Ar, it's not Emily's fault." She spoke in my defense.

"I know." she looked back at Hanna who had her head hung in shame. "Han, you need to tell Caleb."

"I know, but then again I don't know." We all looked at her questioningly. "I put in for a transfer at my company, and I have a meeting at 2pm today, I think their going to send me to business school somewhere. Me and Caleb have always talked about if opportunities came up we'd never turn them down for each other, that our future was more important. And let's face, it's just getting old, and boring." Silence, I had no idea what to say.

"Wow." Spencer spoke first.

"Good for you Han." I was second; I wanted her to know I supported her. We looked at Aria,

"Roomies?" She asked. Spencer and I shared a glance, she caught it and looked mainly at Hanna, "Ezra leaves in a week, and I'm taking over his lease. I could use a roommate." She explained. Hanna squealed and hugged Aria tight.

"Of course!" we all laughed, as the waitress dropped the bill. I threw a 20 down before Spencer had the chance, and started pulling my coat on,

"You guys want to join me and Spence, I can't tell you where were going though, it's a surprise." I asked,

"Yeah, sure, I'm up now anyways." Aria replied, as we all got up to leave.

I stopped outside of my dorm hall, my friends in tow.

"Follow me, closely." I said to them, we took the elevator up to the last floor. We got out, and I held spencer's hand as we approached the door, it had a 'Do Not Enter' sign, but I pulled a key out of my back pocket.

"What are we doing?" Spencer asked facing me.

"Em, where'd you get that?" Hanna asked stunned.

"Your new fuck buddy." I replied joking. I opened the door and held it open for my friends. Reluctantly, they entered and waited for me to go ahead in the narrow dark hallway. I flicked on the light, and walked up the stairs, propping the door open with a crowbar me and Zeek had left up there. I watched as my friends spread out on the roof in awe, it was things like this I lived for. I looked up into the sky watching as planes and stars danced around, I felt arms circle was waist.

"Em, this is beautiful." Spencer whispered in my ear. I pulled away turning around to hold her around her waist, as she put her hands around my neck. I looked across the roof to see my blonde and brunette friends sitting on the roofs edge.

"Were you planning on bringing me here the whole time?" she asked me. I swallowed and looked deep in her eyes.

"Yeah, that's why I was a little annoyed when Hanna called, but I wanted to bring you here regardless." she smiled sweetly at me.

"Its beautiful." She replied, and touched her lips to mine. I kissed her back parting my lips slightly to allow her entrance to my mouth. Her tongue slipped inside, as my hands trailed over her butt, she gripped my shirt, pulling me closer.

"Ahem." Hanna cleared her throat. "Ow, What?" Aria had elbowed her,

"Don't be so rude," she turned to us, "I'm chilly, and Hanna's complaining, so let's get out of here?" I smiled at my shortest friend, and kissed Spencer quickly.

"Yeah, where are you two going? Do you need a place to crash?" I asked them. They looked at each other and then back at Spencer and I.

"Um, I'm going to go back to my apartment, Han your welcome to come." My blonde friend peered at her phone, smirking, she looked up, dropping her grin.

"Uh, no I'm okay, I'm going to go to a friends." She replied. I laughed as Aria and Spencer looked at me, eyebrows raised.

"You're totally going to Zeek's." I stated, matter of fact. She scoffed,

"Yeah Right, Em." I looked at her, placing my hands on my hips.

"What makes you say that?" Spencer asked, and I turned to look at her.

"Because he's my best friend, I know how he is. She's definitely going there. But whatever, I'll walk you and Hanna, I'm not quite ready for bed." I replied.

"Well that's a good thing, because you're coming home with me." Did Spencer really just say that to me? Was she implying something? I just searched her face, but I couldn't get past her smile. I just smiled back as she took my hand in hers. I pulled her to the roofs entrance, as we made our way back to the top floor of my hall.

Spencer's POV

So I realize how it sounds inviting her back to my place. The place she had made it clear she was avoiding. I was ending that avoidance, tonight. I decided whether or not Emily and me went anywhere, I wanted to let her in enough to experience that epic "O" moment I knew she could provide. I want to feel her, all of her, all over me. I knew she cared about me, and it was obvious she was trying very hard to show me my attention is what mattered. So I clutched her hand tightly as we walked Aria to her car, and Hanna to Zeek's dorm.

"I can't believe your boning my best friend." Emily stated as we approached the brick building, Hanna hugged me,

"I could say the same about you." She replied wittily, I laughed as she hugged Emily next. We said our goodbyes and continued on to my apartment.

"Spence..." I knew this was coming. "Why are you bringing me home? You know this is already so hard, and I just don't want to fuck it-" I cut her off planting a heated kiss on her lips,

"Emily. Just stop thinking. Stop talking." I dragged her along, pulling her up the stairs to my apartment. I opened my door and pulled her inside. She stood awkwardly at the door,

"Em, come on. Chill out, go up stairs and get comfortable, I'm just going to change into my PJs." She nodded, and took to the stairs.

I emerged from the bathroom a few minutes later, I started up stairs, as I got higher up I realized the light illuminating from my loft were my candles that were placed randomly around my room. She looked up from lighting the last one, her mouth dropped,

"Wow, Spence, you are so... fucking sexy." I smiled shyly; I was wearing a black lace see through corset and matching black lace thong. I walked over to her, kissing her softly at first and then more heatedly as I pushed her sweater down. I forced my tongue into her mouth, only parting to pull her t-shirt over her head. She pulled away from me, but held me close my by hips. I went for the button to her pants,

"Spencer..." I looked deep into her eyes,

"Em, don't. I want this, and I want it now." I don't know where that came from, but it didn't take any other words. She grabbed me by the waist and laid me down on my bed, she took her own pants off, and settled between my legs, in her underwear. She kissed me deeply, and before I knew it, she was grinding into my center, I was becoming noticeably wet as she kissed down my neck, she stopped short of my breasts and began feebly pulling at the strings to my corset. I was impatient. I flipped us over so she was on bottom, and stood up to slip all of my remaining clothes down. Her eyes never left my body as I climbed back on top of her. I kissed her heatedly and started down her neck as I unclasped her bra. I watched as everything fell out. Instinct took over as I started sucking and nipping all over her chest, she moaned and arched her back. I could feel her arousal on my stomach, and I continued kissing down, but then she grabs my face, pulling me to look at her.

"Spence, what are you doing?" I was a little surprised,

"Um, going down on you?" I looked into her eyes, half lidded and a deeper shade of brown, glazed over, biting her lip, I could've came at the sight before me. "God you are so fucking hot." I couldn't wait any longer. I pulled her booty shorts down as she recoiled her legs and closed them. "Don't tell me your shy." It came out huskier then I had intended. She grabbed my face as we shared a quick kiss, slipping our tongues to touch. I pushed her back and opened her legs, I could smell her sex, and I honestly wasn't expecting it to be so inviting. I started kissing up her legs as she gasped and moaned loudly.

"Spence please." I couldn't see much so I trailed my fingers to her core feeling out her clit, I pushed my tongue up against it and starting making small circles. She took a deep breath and moaned loudly again. I thrust a finger into her suddenly, her sharp intake of air followed by the loudest "uh" I had ever heard. I began pumping into her at a moderate pace,

"Spencer, mmmm, more- please more." Her back was arched; I looked up, I could see the silhouette of her chin and nipples as they stood hard. The sight alone pushed me to add another finger and begin pumping harder. She began a series of throaty moans and murmured grunts. I could feel her getting closer as her walls squeezed my fingers; I added more pressure with my tongue to her clit. She grabbed my hair, moaning louder, her thighs pushing further apart as she screamed my name and fell hard against the bed, legs shaking as she rode out her orgasm. I pulled my fingers out and tasted her once more; it was so sweet, clear, so, so clean. I really thought the more you had sex, the worse it got down there...

"Spence." Emily pinned me down, I smiled nervously at her, "that's the best I've had." I stared up into eyes. Was she lying? Joking? She couldn't be serious. I averted my gaze, but she captured my lips in a heated kiss. Quickly trailing kisses to the sensitive spot on my neck, she sucked and bit at the crook of my neck, I knew she was leaving a mark. I pushed her head slightly,

"Emily, that's enough." She smirked, and looked up towards my window,

"Spence, look." I followed her eyes to witness the most beautiful sun rise I've seen in years, purple and orange lit up the sky, with a light yellow and blue trim.

I looked back at her to meet her eyes, lidded from exhaustion, or possibly arousal. She smiled at me whole heartedly, and then stood up on her knees pulling me by my legs to her, she kissed me quickly and began an assault all over my stomach and boobs, pulling my nipples with her teeth lightly. I ran my hands through her hair; her lower stomach was grinding into my center as my legs were curled up by her sides. She slipped her hands lower pulling me onto her lap as she sat up pulling me up into a sitting position with her. She kissed my chest where my heart is, and looked into my eyes as her hand trailed down my torso, I gasped as I felt myself becoming more impatient.

"Are you sure you want this?" She asked me quietly pushing my hair back so my shoulders were bare, as she trailed kisses over them.

"Emily, please." I couldn't wait anymore, she had my whole body humming and she hadn't touched me yet. "I can't wait anymore." Did I just say that out loud?

"What was that?" She asked mocking me now, as she held one hand behind my back, I pulled apart from her body slightly to create more room between us,

"I want you inside me" I whispered huskily in her ear, I didn't have a second to breathe before she entered me with one skilled finger, curling inside me. I felt my whole body jolt, as I threw my head back. I didn't think my lower stomach could ever feel so many butterflies. She kept her menstruations, pulling my hair slightly.

"Look at me Spencer." She spoke low, her tone also laced with desire, as I met her eyes I could see the passion that burned there. With low eyelids I kept my eyes on hers, biting my lower lip, as my body got hotter and my legs started to clench against her. She lowered me back onto the bed never removing her fingers, suddenly I felt her breath on my core, I moaned loudly

"Emm, please." She pushed her tongue against me, I cried out again in ecstasy, I trembled everywhere as I inhaled sharply I could feel my walls buckling, she added a second finger as her voice rang out,

"Wait, not yet Spence." She wriggled her tongue several more times, as she pushed me closer and closer,

"Em, I'm gonna- I'm gonna." I tripped up, grabbing one hand of her hair, and my sheets in the other. She came up quickly caressing my face as her finger pumped harder and faster, I opened my eyes to see her orbs looking back into mine, I inhaled one more time and squeezed my eyes shut as I came down hard pushing my body into hers as she held my neck, kissing me deep, but stroking deeper; curling her fingers again, as I rode out my orgasm. She quickly kissed down my body licking up all of my juices. I giggled lightly, out of breath and pulled her up by her chin. She kissed me deeply slipping her tongue in my mouth, I could taste myself, I didn't really taste like anything though, I hoped she didn't mind it.

"I love your sex faces." She said randomly as we parted, she was still on top of me; our naked bodies fit perfectly together. The sun slowly peeked into the room around us, our silhouettes, breathing deeply in the shy light. She pulled my sheets up on top of us.

"My sex faces, hmm. I love everything about tonight. Thank you Em." She looked at me a little taken back. "I mean, for making it special." She looked down shyly.

"I didn't picture it like this, I pictured it more planned out, but even though, I don't think I've ever had a more romantic moment." Now I was surprised,

"You and Maya didn't have a special moment?"

"Spence, we never even had sex." My eyes widened, as I couldn't help but smile. The unfortunate thing was, it made me feel better, like even though she had been with so many people, she would always remember this moment, and it was with me. I smiled endearingly at her, kissing her lips slowly and firmly.

"Not to mention, I wasn't joking when I said that you were the best I've had. Between what you did to me, and how amazing your whole body is I don't think you'll ever get rid of me." She was really on her game tonight; I smiled bigger and sighed happily.

"It makes me feel better to hear that." I replied, kissing her goodnight, I moved to roll over pulling her arm around me. She pulled me as close as I could get, skin on skin, we fell asleep in a tangled mass of limbs and blankets. I felt her stir and move from behind me, a minute later I heard the curtains close and I peeked out to have my vision met with total darkness, as her arms circled me again, I drifted to sleep shortly after peering once more at my clock, 6 am.

AN: GAWD that was awful- the process writing this chapter I mean- I really hope it came out okay, I'm embarrassed to say I had a really hard time writing a romantic "first time" scene, My first time was in the back of a car, and as much as I am a romantic, I just have never experienced a really well "planned" romantic evening, so I went with what I knew! :P

let me know what you think!

-Becc