A/N Sorry I haven't updated for a while. I would really appreciate it if ya'll would review this story. More reviews=Faster updates.

Thank you Sugs(; Check out some of my other stories too!

Spencer's POV.

When I wake up in the morning I felt a pair of warm arms wrapped around me. I went to grab my phone off the side table. I tried to make a move out of his arms. As soon as I did he tighten his grip on my waist and nuzzled his head deeper into my hair.

"Don't you dare leave this bed." He said in the sexiest sleepy voice I've ever heard.

I bit my lip containing my giggle.

"Or what?" I ask.

He cracks his right eye open a little to glare at me.

"Or I'll have to make you stay."

"You don't scare me Cavanaugh." I play along.

He narrowed both of his eyes and smirked evilly.

In a second Toby was suddenly above me, smiling down at me.

"Now what?" He asks.

"You should know something about me..." I lean into his ear and whisper, "I never lose."

"We'll see about that."

Then he started kissing along my cheek and down my neck, running his hands down my sides. I was in complete bliss. I sigh happily.

I feel him smile in victory against my collar bone. Silly boy, does he really think I lose that easily.

I place my hands on his chest and roll him over to where I was straddling his hips. I kissed fiercly on the lips then slowly trailed open mouth kisses down his neck and onto his chest. Pushing him back into the pillows. He was lifting the burrowed shirt up my torso.

A sudden ringing echoed through the room, ruining the perfect moment. I groan and move off Toby and grab my phone. The ID read Hanna Marin.

I pick up after four rings.

"Hello?"

"Spencer? Where are you?"

"I'm out right now."

"We were suppose to go costume shopping for the Halloween party remember?"

"Holy crap, I completely forgot! Can you just meet me in Philly? And bring Caleb!"

"What are you doing in Philly?"

"I'll talk to you later Hanna! Bye!"

"Spencer Hast-" I hung up, cutting Hanna off.

"What was that about?" Toby asks.

"I'm suppose to go costume shopping with Han for the Halloween party at the Brew." I answer. "Well?" I ask.

"Well...?" He prompts.

"You're not going to ask me to the party?"

"Spencer Hastings. Would you do me the honor of escorting you to the Halloween shin-dig?"

"Why, I thought you'd never ask." I laugh and kiss him.

We get to the store early to buy clothes to wear today. I settle on a pair of black flates, dark denim shorts, a white, off the shoulder shirt and black infinty scarf.

It was realitivly warm considering it was Fall.

Toby and I make our way to the costume store where we're meeting Hanna and Caleb.

"What are you going to be for Halloween?" I ask Toby walking into the store.

"I don't know yet..."

"We should wear something together. Like a couple's costume!"

"What will that be? I can be a Pimp and you can be my-"

"I don't think so."

"It was worth a shot." He laughed.

We eventually found Hanna and Caleb looking at Romeo and Juliet costumes.

"Hanna. I don't want to be Romeo."

"Well I want to be Juliet. So suck it up Buttercup."

"Can we please be something else?" Caleb pleaded.

"Fine. We'll keep on looking, but we will dress like Romeo and Juliet one of these days. Mark my words Rivers."

Toby and I watched the funny couples banter. I couldn't help but giggle. Caleb whipped his head around and narrowed his eyes at us. Busted...

"Hey there Romeo." Toby said straight faced.

"Shut it Cavanaugh."

"Hey Spence! How'd you get here so fast?"

"I was already in town."

"For wha-"

"So do you guys know what Aria and Emily are going to be?" I ask before she could ask what me and Toby were doing together in the city.

"Everybody is dressing as couples. I expect you two to do the same. Aria and Ezra are going as Daisy and The Great Gatsby. Jenna and Noel are Egyptian King and Queen. Alison and Holden are Barbie and Ken. Emily and Maya are 1950's Mafia wives."

"We haven't exactly decided on something." Caleb adds.

"I want something romantic." Hanna explains.

"I want something cool." Calebs adds again.

"Oh! I got it. How about Sandy and Danny from Grease?"

"That's Perfect Spence!" Hanna squels.

"Yeah. That is a pretty good idea." Caleb agrees.

"What about you and Toby?" Hanna questions.

I look over at Toby. He just shrugs.

"I kinda want something old timey... Like from the 1930 or 40's."

"Why don't you dress like an actress from that time. You know, from those movies Aria makes us watch all the time!"

"That's a great idea! I can be Katharine Hepburn."

"And Toby can be your husband. You two can be the 1940's glam couple." Hanna said excitedly.

The two boys just stayed quiet and shook their heads yes to everything me and Hanna decided on.

"Come on boys." Hanna called over her shoulder as we walked to the Grease costumes.

After about an hour of debating on color cordination with Hanna and Caleb's eye color.

I decided on a skin tight midnight blue dress that went mid thigh with a pair of sexy heels. Toby picked out a 1940's suit. We all decided that the girls and boys should wait until Halloween to show each other their dates costumes. We were all going to meet at my house because my parents are attending the Rosewood Country Club Member Halloween Party, so nobody would be there to interrupt the girls getting ready. The boys where going to get ready at Noel's house.

"Han! Hand me that lipgloss." Aria called over her shoulder while adding bobbypins to her old time hair bun.

"Here." Hanna says.

We were all standing in the master bathroom at my house getting ready fot the Halloween party at the Brew.

"I can't believe the party's on a train." Emily smiles.

"I know! It's so cool." Alison remarks.

"What time are the boys getting here?"

"Around six." Maya answers slipping on her mafia suit jacket.

"I bet Noel looks good..." Jenna trails off.

We all laugh. "Watch that drool sweetie." Alison giggles.

Jenna just winks and walks off to get dressed.

"Well?" Hanna asks when she walks back in the bathroom fully dressed like Sandy, but cut the skirt short and the shirt tight. A pair of black flates and knee high white socks with pink stripes on the top. A black skirt, white button down shirt and a Pink Lady jacket. Her hair was waved and pulled into a ponytail with a matching pink ribbon. She had pink lips and silver eyeshadow with fake eyelashes.

"What did you do to your costume?" Emily asks.

"I 'Hannafied' it."

"Obviously." Aria laughs.

"Here's mine." Jenna called walking into the bathroom with Egyptian style short dress with gold fishnet tights and sandels that criss crossed up her legs to her knee, gold bangels where on both wrists and she had a blue and golden head band that wrapped around the top of her perfectly straightened hair.

"It's adorable!" I gushed.

"Here's ours!" Emily said next. Her and Maya walked in with tight matching Mafia suits. They were black with tiny white stripes. They had little black hats and pin curls, Black fishnets with black pumps. Perfect red lips and cateye eyeliner.

"Awe!" We all squeled.

"Me next!" Ali chirped. She came in looking like a perfect Barbie. Her blonde hair was curled to perfection and she had on a pink lacey dress that went just bellow her thighs topped with a blue pearly necklace, white pantyhose and white stelettoes. Her lips were a bright sade of pink and baby blue eyeshadow and huge fake eyelashes.

"Perfect!" Aria sang.

"May I?" She asked.

"Go ahead." I said.

She came in wearing a shiney and lacey green old timey dress that went to her knees with a few white beaded necklaces. black fishnets and gold heels. Her hair was in a low bun on the right side of her face decorated with a flower headband that went around her head. She had a white bowa and her makeup was sparkly and perfect.

"Could you get cuter?" Hanna asked.

"Your turn Spence." Ali instructed.

I went and got in my costume. It was extremely tight with made my breast look perfect. Long black lace gloves that matched my black fishnet leggings and black stelettoes. My hair was put into pincurls decorated with a little black lace face mask pinned into my hair. My makeup was done and I had on dark lipstick, silver and dark blue eyeshadow with fake eyelashes.

I walked into the bathroom afriad my costume looked plain compared to everyone elses.

"Spencer! You look hot." Aria yelled.

"Seriously. If I were gay, I would think about doing you." Hanna joked.

"Thanks guys." I smile.

"Spencer?" Somebody called up the stairs from the living room.

I glanced at the clock. 5:58.

"The boys are here." I inform.

"Ready?" Hanna asked everybody.

"Yeah." We all said and walked down stairs

Maya and Emily walk out first to annouce us to our dates.

"Danny, I would like for you to meet Sandy." Maya says.

Hanna walks down the stairs.

"Gatsby. Miss Daisy." Emily calls next.

Arian goes next.

"King of Egypt. I give you your queen."

Jenna goes.

"Ken, I found your Barbie."

Alison next.

"And last but certainly not last. , please meet Hollywoods biggest starlet in 1943. Katharine Hepburn."

I walk down last. I make eye contact with Toby. His eyes almost pop out of his head when he see's me. I guess the girl weren't lying when they said I looked hot.

I walk over to him. He automatically wrap his arms around my waist.

"How are we getting to the Brew?" Caleb asks.

"Spencer rented a limo." Aria says.

"A limo?" Noel asks. "Hell yeahhhh!" He then yells.

We hear a honk out front.

"Time to go." I inform and take Toby's hand and walk out the front door.

We go in the limo and took quick ride to the Brew.

When we all pile out if the limo. The Brew had the complete Halloween feel.

"I'm going to get a drink." Hanna informs.

"I'll go with you." I say.

"Spence, I need to tell you something." Hanna says as soon as we're out of hearing distance from everyone else.

"What is it Han?"

"Me and Caleb... Did it." She says.

"Did it? As in DID IT?"

"Yes, IT."

"Oh my God! Hanna, congrats." I smile.

"It was perfect." She gushes.

"When? Where?"

"Last night. We camped out."

"Awe!"

We grab our drinks and make our way back to our group of friends.

"So I was like, No way!" Alison was telling our friends.

"There you are." Toby smiles and wraps me in his arms.

"Here I am." I say and hug him back."

"You look beautiful." He whisperes in my ear.

"You don't look so bad yourself." I say back

"ALL BOARDING THE HORROR TRAIN PLEASE BOARD NOW. THE TRAIN WILL BE LEAVING SOON" A man called over a PA system.

"Time to party." Noel says and takes Jenna's hand to get on the train.

Toby takes my hand next and follows Jenna and Noel. The rest of the group follows after.

The train was pretty dark. A zombie conductor lead up to a door into another room. Hanna slid open the door and stepped in the dark room.

"What is this?" Hanna asked us.

As soon as she said it a bunch of different colored lights came on and a band dressed in werewolf costumes start playing. Everyone was awe struck. We all continued to walk forward to the stage and start dancing.

"Hey Spence!" Aria called over the music.

"Yeah?"

"We should have a girls night tonight. We haven't had one in a while."

"Yeah! That would be perfect!" Hanna jumps in.

"And Jenna will finally get to hang out with all of us together without the boys." Alison adds.

"Lets do it." I agree.

"Wine, love movies, and popcorn!" Maya cheered.

"Where are we having it at?"

"My house?" I offer.

"Will your parents mind?"

"They're leaving at 7 tonight to go on a business trip."

"Girl party at Spencers!" Hanna squels.

"Am I invited?" Noel asks.

"Sorry Noel, girls only." Aria laughs.

"Suit yourself. I'm one awesome nail painter." He jokes.

We all start laughing.

"I'm going to get a drink." I tell Toby.

"I'll come with you." I say.

"Okay." I smile.

I walk into a different room on the train and over to the coffine ice chest for a bottled water.

"Spencer!" Somebody yells at me. I turn around and surprised to see Jason.

"Hey! I didn't know you were going to be here."

"Me either. A few frinds dragged me here so..."

"Well, I'm glad they did. Jason this is Toby my boyfriend, Toby this is Jason my brother." I introduce.

"Hey man." Jason says and shakes Toby's hand.

"Hey."

"So you're the guy stealing my little sister away?" He teases.

"I suppose so." Toby laughs.

"I wanted to introduce you to somebody also Spence."

"Who?"

A tall blonde with pretty blue eyes walks up to Jason and grabs his hand.

"Spence this is Cece, Cece this is Spencer."

"Hello Spencer." She smiles.

"Hello Cece. How do you know my brother?" I ask.

"He's my boyfriend." She laughs and Jason blushes.

"Oh! Well it's very nice to meet you. I hope we get to see more of each other soon." I smile.

"Me too."

"I'll leave you two lovebirds alone now." Jason smiles. "And Toby. You hurt Spencer, I'll hurt you." He states seriously.

"Gotcha." Toby replys.

Me and Cece laugh.

"I'll see you later Jase. Are you staying at the house tonight?"

"No, at Cece's"

"Okay, I'll see you tomorrow. We're still on for lunch?"

"Wouldn't miss it sis."

"Bye Jason, Cece."Smile and wave.

"Your brother seems nice." Toby says sarcastically

"He is, just protective."

"That's understandible. I mean look at you. You're adorable." He winks and kisses my cheek lightly.

"Thank you very much, you're quit the cutie yourself ." I smirk and kiss his nose.

The rest of the party went by in a blur of laughing, jokes and kisses. We were back in the limo on our way to drop off the boys at Noels house. I was on Tobys lap across from Hanna who was on Calebs lap.

Aria was messing with the radio when a pop song blared through the speakers.

We were all singing together,'SO WE PUT OUR HANDS UP LIKE THE CEILING CAN'T HOLD US! LIKE THE CEILING CAN'T HOLD US!"

We pull up to the Kahn house.

"Bye babe." Toby says and kisses my lips lightly but passionate.

"Bye." I whisper in his ear, "I'll miss you, and I'll be thinking about you all night." I kiss his earlobe. He smiles at me and all the boys get out of the car together.

We all stand in up throught the sun roof and yell things like,"Later hotness." and "Holla at you later baby!" or "Work that bootay!"

The boys were dying with laughter until we were eventually out of sight.

We got back to my house ten minutes later.

We walk upstairs to change into out pajamas and take off our makeup.

I was first done so I grab six whine glasses and a few bottles of whine, pop a few bags of popcorn and get everything settled in the entertainment room.

There was six sleeping bags and a million pillows thrown in the floore for all of us. All the girl come into the room dressed for our movie marathon.

About four Nicholas Sparks movies later we were drunk and gossipy.

"I heard Mona slept with Sean not Andrew." Hanna says.

"She's secretly dating Lucas though." Alison states.

"They're couple names actually Mucus." I laugh.

"Is she even a virgin?" Emily asks.

"No way. She sluts it up with everyone." Maya says.

"Wait. Are you a virgin?" Alison asks Jenna.

"No." She says.

"Who'd you lose it to?" I ask next.

"A boy named Marcus when I was like 16."

"What about you?" Jenna asks Alison.

"Nope. A college boy whose friends with Spencers brother Jason at Kissing Rock last year. His name is Ian."

"I knew it!" I say laughing.

"You little miss perfect?" Aria laughs too.

"Last summer at a party with Alex. We were wasted, biggest mistake ever." I sigh.

"It's okay Spence." Emily says and rubs my back soothingly.

"Emily?" Hanna asks.

"Maya a few months ago."

"Awe!" Jenna says.

"Aria?"

"Ezra at the beginning of the school year." She smiles.

"Maya?"

"A guy named Landon when I was 15."

"Hanna?" Alison continues.

"Last night with Caleb." She gushes.

"Really?" Jenna asks.

"Yeah! I was surprised too." She says smiling so big her cheeks were probably aching.

Alison was obviously drunker than the rest of us.

"When are you and Toby gonna do the deed?" She asks giggling.

"I'm not sure." I say.

"I thought my first time was going to be with Toby." She says drunkinly."

"What?" Jenna asks.

"Yeah! Two years ago we would sneek out and meet each other, write love notes, go on cute deates, then he just got all shy when I almost slept with him once."

"WHAT?!" I ask at the same as Jenna did.

I look at her and obviously this is news to her too.

"Yep. I thought we were in looooove." She states.

All the other girls were wide eyed and flabbergasted. I was pissed.

"He lied to me."

"Yeah, he prolly didn't wanna hurt your feelings Hun, he's reallllllly nice."

"I had no idea Spence." Jenna says honestly.

"I'm not mad at you." I say. "But I'm going to murder your brother." I state angrily.

"You don't have to be mad, I have Holden and don't want Toby." She claims.

He better have a damn good explantion for all of this.

Toby's POV.

Noel, Holden and Ezra were playing video games when I decided I needed to talk to Caleb about Spencer.

"I'm gonna get some air guys" I say.

"Huh? Yeah, cool man." Noel says focusing on the screen.

I nod my head toward the back door signaling Caleb to follow.

"Yeah?"

"What if Spencer finds out about me and Alison?"

"How?"

"Alison's one of her best friends. Aren't girls like suppose to tell each other shit like that?"

"I guess... Are you going to tell her?"

"I don' know yet man... I feel like I need to but I don't want to start something over a fling that happened two years ago."

"I understand."

"She was so honest with me about some of her past and I lied to her in the coffee shop the other day about why Alison hated me. I feel like a total ass."

"You kind of are, but that doesn't mean you can't make it right."

"Yeah. I need to tell her the truth before Alison does."

"Better do it quick. Talk travels fast Tobes."

Isn't that the truth...

Spencer's POV.

I haven't talked to Toby at all since the Halloween party. He's texted, called, emailed, messaged and even came by a few times. I just don't answer the phone messages, or door.

I haven't talked to Alison very much either.

School today... Yay!

Not.

I'm not looking forward to seeing Toby today. I can't believe he lied to me. UGH! I'm so glad my parents aren't home today. I'm seriously considering skipping. I can atleast get my work right?

I get dressed and walk to my car my school bag in tow. I pull up to the school and park in my usual spot, which is now sandwiched between Emily's silver Toyota and Toby's truck.

I roll my eyes at the sight of it.

I walk down the hallway and see Emily and Maya at my locker waiting for me.

"You showed up." Emily says surprised.

"Saddly yes."

"It'll be okay Spence. I mean it was two years ago and he probably just didn't want to hurt your feelings." Maya says.

"You're right. But he still lied to me."

The warning bell rang.

"See you in English Spence." Em says and walks to class with Maya leaving me alone at my locker.

A pair of arms lean on both side of my body against the locker.

"You look beautiful today." Toby whispers.

I slam my locker shut and turn around to glare at him.

"What's wrong babe?"

"Babe? Don't babe me you untruthful jerk."

"What? What are you talking about?"

"You. You lied to me about why Alison hated you. Why would you do that? Even when I was completely honest with you!"

His eyes got wide and he lifted his hand to stroke my arm. I push his arm away. Hard.

"Don't you dare touch me." I snare.

"Spence, I was going to tell you this weekend but you ignored me. Now I know why."

"Yeah. Word travels fast." I state bitterly.

"Who told you?"

"Alison got a little drunk at my house after the party."

"That's why Jenna has been so rude."

"Duh. You know what. Go away. I'm so beyond angry I don't even want to speak to you right now." I state.

"Spencer. I'm sorry. I am. I was going to make it right, and I can't chnage what happened two years ago. I was a kid and stupid. I want you Spencer. I love you." I sputter out.

I can feel the tears in my eyes. I turn and walk away before he can say anything else.

WELLLLLLLLLLLLLLLLLLLLLLLLLLLLL This chapter took a while to write. LEAVE YOUR REVIEW PLEASE & THANK YOU.