Okay so this is half of the flashback sequence (the rest comes in Chapter 12). It seemed like way too much to cram into one chapter. Enjoy! and please Read and Review! Tell me what you like/hate about it :) 5.14.08

Disclaimer: I don't own South of Nowhere or the characters.

Ashley stood against the door for a moment, contemplating the recent events and Spencer's sudden cameo in her life. She sighed deeply, making her way to the living room, sulking in heartbreak while dragging her feet. Once she got to the couch, Ashley curled up with her knees pressed up against the couch pillow she hugged onto so tightly.

At the corner of her eye, she saw something glimmer past the window. The cat found its way back, quietly hopping down from the windowsill and tiptoeing its way to the couch, periodically stopping to look around with caution. It stared at Ashley as tears slowly rolled down her cheeks.

"Come here." She unfolded her body and bent down to pick the cat up. Holding it close, she ran her fingers through the silky fur. It would blink hard when she'd pet its head and graze its ears. "You need a name if you're going to be a frequent visitor." She lifted the cat and looked underneath. "But I have no idea if you're a boy or girl. So you'll just have to accept any name I give you." Ashley placed the cat back on her lap. They stared at each other, sharing a quiet moment before the cat meowed. "I'll call you Marion." He meowed again before wiggling its way out of Ashley's arms and leaping off the couch to venture around the living room.

She got up and made her way to the refrigerator to fix him another bowl of milk. He followed closely, again stopping periodically to watch her every move. Ashley placed the bowl on the ground as Marion hungrily made his way closer and licked its contents. She bent down and sat on the kitchen floor, sitting up against the fridge while watching the furry animal.

"Spencer's right, Marion." She sighed heavily. "I really stuck myself in a bad situation and now I can't have anything resembling a normal life. And some lucky asshole like Kennedy gets to be with her." Ashley ran her fingers through her hair. "I really fucked up." She muttered before quickly wiping her tears. "I always seem to be the one who usually does." She shook her head as she began recalling her last encounter with Spencer that changed the course of her life.

"Where are we going?" Ashley looked around at the passing streets and buildings.

"I told you." She quickly glanced at Ashley. "It's a surprise!"

"Oh come on, Spence." They came to a red light. "Give me a hint."

"Let's just say," Spencer turned and gently grabbed Ashley's hand, "that now it's your turn for a full night of undivided attention from me."

"Usually, I don't do surprises." Ashley grinned, pulling her close for a quick kiss on the lips before the light turned green. "But because I get you all to myself, I guess I'll make an exception." They chuckled as Ashley pulled the visor down to shield her eyes from the already setting sun.

"I am so glad finals are over."

"Me too!" Ashley tucked her loose bangs behind her ear. "Professor Bishop's upper division writing class has been by far the hardest class I've taken in my four years of college. It was impossible to get senioritis if you took that man's class during your last quarter of school. He assigned so much work!"

"Good!" Spencer blurted out as Ashley turned in disbelief to her lack of sympathy. "If I can't teach you responsibility, at least someone else could."

"I am so responsible." She disputed, "But only for classes I have a particular interest in. Writing isn't one of them." She crossed her arms, content with her argument. "I mean, what's the purpose of all those prerequisites if some people already know what they want to do. Art has nothing to do with how well you write."

"Well I had to take the same prereqs as you!" Spencer scoffed. "They just want to make sure you're articulate for when you become a famous artist who needs to explain where your inspiration stemmed from."

"Fine. I'll give you that one." She smirked. "And calc? How does finding the limit when x approaches infinity have to do with art? What's your excuse for that?"

"Well, when you run the graph on your calculator, it looks kinda artsy." Spencer batted her eyelashes to compensate for her weak argument. They both laughed. "Whatever! It doesn't matter anymore 'cause we're done with school."

"Amen to that!"

"Yay!" Spencer slowed down to make a turn. "We're here!"

They pulled up to a tall, swanky hotel in midtown Manhattan called The Peninsula New York. Spencer stopped the car in the plaza out front as the valet came running out to her. He opened the door and watched the gorgeous blonde turn and step out.

"Hello!" He slowly annunciated, looking the blonde up and down from her black stilettos and long tan legs, to her short black halter dress. He looked over as Ashley came around the car. She gently fixed her black headband as he admired the brunette's strapless red dress and it's conformity to her toned body. He flashed a cheesy smile to her as well.

"Uh, no." Ashley caught his stare, walking up to him quickly. She wrapped her arm around the blonde's waist. "Listen," she glanced at his nametag, "Chad. You want to give my girlfriend her ticket now?" Spencer handed him her keys.

"Oh wow!" He took the keys and gave Spencer a ticket, completely flabbergasted. "She's your—"

"That's right." Spencer smiled back as Ashley grabbed her hand and gently pulled her towards the hotel entrance.

"So ladies, have you ever thought of—"

"Not gonna happen Chad." Ashley waved her hand in the air, not looking back. Spencer led Ashley to the elevator, pressing the top button. "Wherever we go, there will always be some stupid ignorant idiot thinking of a threesome." She rolled her eyes.

"C'mon Ash. Aren't you at least a little flattered by it? We are hot together." She smiled, as she gave Ashley a kiss on the nose.

"Ugh. Don't encourage their stupidity."

"Okay." Spencer leaned in close to kiss the brunette on the cheek. "Let's not let it ruin our evening. I have so much in store for you." She whispered, her breath falling on Ashley's loose strands of hair.

"I can't wait." Ashley grinned, pulling her in for a soft yet passionate kiss.

"And we're celebrating becoming adults as we graduate!" Spencer smiled, brushing Ashley's loose strands behind her ear. They slowly let out of their embrace as the elevator chimed. She grabbed Ashley's hand, leading her to the bar lounge and restaurant on the rooftop called Salon de Ning.

"Welcome!" The cheery receptionist greeted them.

"Hi, we have a reservation for 2 under Spencer Carlin."

"Right this way." She grabbed a few menus and led them around the bar and out the door to the terrace. Once outside, the soft breeze felt just as refreshing and breathtaking as the panoramic view of the last bits of the sun setting behind the Manhattan skyline over 5th Avenue. White silk canopies separated the candlelit tables, offering an intimate and secluded ambience together with the surrounding rose gardens.

"Thank you." Spencer said as the receptionist left. They sat and admired the view.

"This is amazing!"

"Yeah, I know I said I'd take you out after graduation. But I think we deserve to celebrate right after finals."

"This is great." She smiled at Spencer. "Thank you so much!"

"You're welcome." She smiled back, reaching out for Ashley hand.

"You really outdid yourself."

"You're worth it." Spencer gently rubbed the tops of her knuckles with her thumb. They shared a moment of unsaid I love you's with their eyes and mouthing it with their lips.

"So what kind of food do they serve here?" Ashley looked down at the menu. Spencer backed into her chair, running her hands through her hair.

"Guess." She smiled as Ashley flipped the pages.

"Hmm. By the looks of it, I'll have to guess gourmet Chinese food? Déjà vu much?"

"Except it's not take-out." She folded her hands neatly on the white tablecloth. "And we're not in Chelsea's studio."

"I guess it'll have to do." Ashley playfully rolled her eyes before flashing a smile. The waiter came by and set down glasses of water before taking their order and walking away. "This view is seriously amazing!" Ashley stood up and looked out over the rose bed next to their table. Spencer sat in admiration, watching the last glimpse of the sunrays bounce off of Ashley's skin as her hair gently folded to the evening breeze. Ashley briefly closed her eyes, taking in this little serene moment. "Feels great to be done." She turned as Spencer got up and stood in front of her.

"May I have this dance?" Spencer took her hands. Ashley smiled, slightly wrinkling her nose as she turned her head away briefly to listen to the faint saxophone music playing.

"Of course." She pulled Spencer into an embrace, wrapping her arms around her waist. They grinned at each other as Spencer leaned in, hugging her around her neck. They slowly swayed, drowning in each other's warmth.

"This is perfect."

"Yes we are." Ashley kissed her cheek. She twirled her around and pulled her in close again. They giggled, whispering jokes and memories to each other as they danced a while longer. Ashley pulled the chair out and escorted her girlfriend to sit.

"So what time's your graduation?" Spencer placed the napkin back on her lap.

"5 o'clock." Ashley sighed. "I guess art majors are last to be acknowledged, as always. When's yours?"

"You're lucky! Poli sci majors are at 8 AM, bright and early." She grumbled. "So you're coming right?"

"No way!" The brunette scoffed.

"I'm going to your graduation!"

"Easy for you! My graduation is during normal hours." Spencer crossed her arms with a serious expression written on her face. "I'm just kidding. I'll be there." Ashley smiled.

"Thank you."

"So which law schools have you narrowed it down to?" Ashley asked before sipping her water.

"Well," Spencer tilted her head in contemplation, "there's Syracuse, UCLA, and Berkeley."

"Good god!" Ashley shook her head in disbelief.

"What?"

"You're so damn smart! You can get into any school you want."

"Well not any school. I got rejected by my top picks: Columbia and NYU."

"Their loss! So," Ashley briefly paused, "you're giving a lot of thought to the west coast." She raised her eyebrows and smiled. "You can't go wrong with UCLA."

"Actually," Spencer leaned in, "I have given a lot of thought about it, but I think I want to stay in New York." Ashley leaned back into her chair.

"Oh." She looked away in disappointment, her lips pursed to one side.

"Why? What's wrong with Syracuse?"

"It's not UCLA." Ashley shrugged as Spencer's eyebrows furrowed.

"Why do you want me to go to U—" Ashley sighed heavily as Spencer stopped herself. "Oh." They finally made eye contact. "You're leaving." She could hear the hurt in Spencer's tone as she uttered those two words.

"Okay," the waiter came out holding several plates, "I have the chicken chow mein, veggie eggrolls and barbecue pork." He gently placed the entrees in the middle. "Can I get you ladies anything else?"

"No thank you." Spencer sat back in her chair as the waiter bowed slightly and left. "I thought LA wasn't for sure." She sat up again. "When were you planning on telling me?"

"I think I lost my appetite." Ashley reached for her glass of water.

"I can't believe you are doing this right now." She rolled her eyes as Ashley scoffed in disagreement. "Excuse me!" Spencer leaned out of her chair and flagged down the waiter before he walked down to the balcony. He rushed back to their table.

"Everything okay, Miss?"

"Yeah can we get these to go?"

"Absolutely." He began reaching for the plates.

"And the check too." Ashley blurted.

"Sure thing." He quickly made his way back towards the staircase, carefully handling the hot entrees.

"Spencer, I'll pay for it." She reached for her purse.

"No, Ash!" She slightly raised her voice in spite. "It was my surprise to you. I'm paying for it!"

"Okay fine!" Ashley raised her hands up in defense before crossing her arms. Spencer let out a long sigh, looking out towards the neighboring buildings and watching the evening lights slowly light up one by one like stars on the horizon. The crisp evening winds began to pick up, adding to the discomfort of the tensed moment. After a few agonizingly quiet minutes passed, the waiter returned with a take-out bag and the check. Spencer quickly handed him her credit card, trying not to waste another moment waiting for him to finish the transaction. He sensed the hostility brewing between the two and immediately rushed off to swipe the card.

"Here you go." He placed the little black portfolio on the table. "You ladies have a lovely evening." Neither of them acknowledged his presence. Spencer quickly signed the receipt, grabbed her belongings and began making her way towards the staircase. Ashley took a moment to breathe, exhaling with force and already feeling weary just thinking about where the night was headed. She slowly stood to grab her purse and the take-out bag. She kept her distance, knowing how temperamental Spencer could be.

Inside the elevator, they shared yet another silent encounter, exchanging their frustrations through heavy sighs and shifted body weight. They leaned on opposite sides of the elevator, listening to the chimes and watching the numbers light up. Spencer would be first to break the silence.

"You haven't answered my question."

"What?"

"When were you planning on telling me about LA?"

"The answer is 'I don't know,' Spence. I really didn't know." Ashley quickly glanced over at her. "Probably the same time you were planning on telling me about Syracuse."

"That's different!" Spencer finally turned to face her.

"How's that different?"

"I'd still be here! I wasn't planning on making any drastic changes in my life. Everything I know is here—my family, my friends. Everything now but you."

"So you weren't planning on moving in with me like we talked about? Thanks for keeping me in the loop."

"Ash, that—"

"Save it." She interrupted as the elevator doors opened. Ashley quickly made her way out towards the lobby and to the front entrance with Spencer following close behind.

"Ladies, ladies, ladies! How are you doing?" Chad flashed a cheesy smile before Spencer handed him her ticket.

"Shut up!" Ashley rolled her eyes. His smile faded as he ran to fetch their vehicle. He drove up, opened the door and helped Spencer in. Ashley got in and they both shut their doors.

"Don't you dare pawn this off on me." She buckled her seatbelt and slowly made her way out of the plaza. "I'm not the one moving out of state."

"Spence, we only had that conversation like a million times! You said you were seriously thinking about law school in the west coast, specifically LA! And you agreed that we should live together." Ashley leaned her forehead against the palm of her hand, her arm propped up against the window. "I visited the Art Institute in LA last week and I liked what I saw. I even put down a deposit for our studio in downtown LA."

"Our studio?" Spencer slowed to a stop when the traffic light ahead turned red. She faced Ashley. "You found a place without me?" Spencer faced forward, leaning back into her seat. She wrung the steering wheel, clenching her fists around the leather. "I can't believe you made all these decisions for us without even asking me."

"I did ask you. You said you wanted to go to UCLA!"

"I said I'd think about it!" Spencer sighed as she gently pressed the gas pedal when the light turned green. "Wait, you told me LA wasn't even for sure yet. You said you'd probably get a job after graduation and stay in New York before you go to art school."

"I don't know Spence. After visiting LA, I felt like I didn't even want to come back to the cold, rainy weather here. I just wanted to stay out there and get my life started already."

"So what's going to happen now?"

"What do you mean?" Ashley lifted her head to glance at her. "LA is my only option. You got accepted to all those schools. You should go to UCLA."

"No."

"No?"

"No, Ash!" Spencer sped up. "I'm going to Syracuse and that's final! I already talked it over with my parents. I want to stay in New York."

"So your parents know?" Ashley turned away. "Who else knows? Who else found out before me?"

"It doesn't matter." Spencer's voice finally softened. The car ride continued to be a very quiet one, with the exception of the engine running and the periodic bumps in the road. The couple continued their fight and frustrations with more heavy sighs and glances away from each other. Ashley reached to turn the radio on. She sat back, content that the unbearable silence was finally broken. Spencer quickly reached for the radio and shut it off. "I can't believe this is how we're spending our last moments together." She said in a very somber tone.

"What are you talking about?" Ashley quickly turned to face her as Spencer pulled to the side of the road next to some hole-in-the-wall shops and restaurants lining the busy street, feeling it almost impossible to concentrate on driving. She shut the engine off and took a deep breath before looking into Ashley's eyes.

"I can't believe I'm gonna say this." Her eyes watered slightly as she swallowed hard. "But, I don't think it's going to work out between us."

"Why? Because you refuse to move out to LA?"

"You don't seem to understand what 'us' means anymore." She shook her head. "You've been a solo act lately. You don't even try to include my thoughts or my feelings when you make decisions that affect more than just yourself."

"I was trying to make it work for us."

"It's not up to you to decide what works for us. We're supposed to figure that out together."

"Why won't you at least visit LA then? Compromise with me for once."

"Ash, I can't." Spencer barely let out in a whisper as she shook her head.

"You're right. It's not going to work out." Ashley reached for the door handle. Her pride was her only defense.

"Where are you going?"

"I need to get out."

"And how are you getting home?"

"Spencer, please. I need to walk it off. I'll catch a cab or something. I just can't deal with you right now." She stepped out of the car and shut the door, quickly throwing on her coat.

"Will I still see you this Saturday?" Spencer popped her head out of her window. "I really think we should talk after graduation."

"Yeah sure." Ashley responded without looking back, as she continued walking down the sidewalk. She soon approached the next block a few yards down, but felt like Spencer was still there watching her. Ashley felt angry and bitter, doing anything she could at that moment to get as far away from her as possible. She turned into the dimly lit alley between the local Laundromat and an adjacent apartment building.

Her heels tapped the moist concrete as she kept her hands tightly wrapped around her arms. The evening winds blew harder, but Ashley was numb to everything with the exception of the tightness in her chest. She took deep breaths to try and relieve it, but it was no use. The heartbreak was overwhelming. She passed a dumpster and squatted next to it, leaning against the brick wall. Resting her face in her hands, she broke down and started bawling. Nothing made sense to her. She felt like she had lost an uphill battle, trying to do things for the betterment of their relationship and happiness only to fail in the long run. Ashley was caught up in her own misery, oblivious to the footsteps that were fast approaching.

"Hey." A deep, raspy voice called out. Ashley looked up and found herself staring down the barrel of a gun. She heard a loud click as the man cocked the gun. "Don't be stupid. Just hand over the purse."