Spencer's POV

"Spence are you ok?" She walks over to me, leads me over to the bed and we sit down. I hug her hard.

I finally get myself to speak and say "Ash, what are you doing here?"

"Can't I come here and surprise you?"

"Well yah I'm so happy that you do because I've missed you so much! You could have gave me a heads up. Wait how did you even get in my apartment? You don't have a key."

"Let's just say your landlord is afraid of me." she laughs.

"Oh my god Ash what did you do?"

"It doesn't matter, I have to tell you something."

"Ok, tell me."

"Ok well last night Brooke took me out on a date and we were having a pretty good time. She brought out dessert and it was a cake that looked like an actual ring box and proposed to me."

Oh god, I do not want to sit here and listen to this. Especially if this ruins my chances with getting with her. It feels like I'm about to puke. "Ok Ash what does that have anything to do with you coming here and what did you say?" Please say no, please say no, please say no.

FLASHBACK

I just shrug and uncover the dessert. Oh my god…what the? There is a cake that looks like a diamond ring in an open box. Brooke got up and walked in front of me. She gets on one knee, oh my god. She's not doing what I think she is going to do. Before I can ask she opens a red velvet box and I see a beautiful ring and she takes my hand and says

"Ashley, I love you so much. Ever since I met you I knew I wanted you to be mine. every time I'm with you, I'm so happy. You know when I'm upset and you know how to make me laugh and smile just a little bit. When I look into my future, I can see us with 2 dogs and 3 kids. I want you and only you, Ashley Davies….Will you marry me?"

"Wow Brooke, I don't know what to say."

Brooke laughs nervously and says "A yes would be nice."

God I love her so much but I just can't do this to her. She deserves so much better than me. "Brooke, you know I love you right?"

She gets up off her knee and sits back on the chair, "Yah I guess that's a no?"

"I'm sorry Brooke, I love you but I'm not in love with you."

"It's Spencer isn't it?"

"What? Why are you bringing her into this?"

"Because Ashley you're in love with her."

"What? This is about us."

"You can't even deny it. Ahhh I should have listened to my instinct."

"What are you talking about?"

She sighed and started, "Well the first day we met, I thought you and her were together. When you told me you weren't I was relieved. Then as time went on I seen how you two were like together. I knew you guys had history but I thought you guys were really good friends. I prayed that you didn't feel anything for her. I started believing that you did after I seen the way you looked at her, the way you guys tough each other, the sideway glances when you think no one is looking. After you kissed Spencer I thought for sure you would leave me for her, but you didn't so I thought you really did want to be with me. Now this I'm almost positive that it's Spencer."

Wow she hit all the points, she was right about everything. I can't believe she seen it before I even did.

"Why did you stay with me if you've been in love with Spencer this whole time?"

"I didn't realize it until before I kissed her and I didn't want to hurt you."

"Ashley this hurts more than anything! You could have told me before, yah it would've hurt but not as bad as getting turned down when I proposed. I thought you would for sure say yes."

"I know I'm so sorry."

"Sorry doesn't help this Ashley. When were you even going to tell me?"

"When Spencer got back." I looked down because I was ashamed of myself.

"SO YOU WERE USING ME?"

"No I loved your company and I love you Brooke!"

"But once Spencer got back you were going to leave me!"

"I'm sorry Br-"

"No stop saying that! It's way to late for that! I'm so done with you! I'm so done with getting my heart broke. I should have just listened to my gut feeling. I'm so stupid for being with you. Call a cab!"

She gets up and walks off the beach. Tears start falling down my face. I can't believe I hurt Brooke like that. I can't believe that just happened.

End Flashback

Wow definitely did not expect that. I don't know what to say. I can't believe we felt the same about each other this whole time. We are so retarded. "Why didn't you tell me how you felt?" I asked her.

She sighed, "I didn't tell you because I honestly didn't think you felt the same way, I thought you only wanted to be friends and nothing more. I didn't want to ruin what we had."

"Ash you should have told me because honestly I felt the same." I said feeling relieved

She smiled at me and stood up. She picked up her guitar and sat next to me. "Maybe this will help explain how I feel. I'm not really good at explaining my feelings unless it's through music. I hope you like it." she said shyly.

"I'm sure I'll love it." I smiled.

I can't fight this feeling any longer.

And yet I'm still afraid to let it flow.

What started out as friendship,

Has grown stronger.

I only wish I had the strength to let it show.

I tell myself that I can't hold out forever.

I said there is no reason for my fear.

Cause I feel so secure when we're together.

You give my life direction,

You make everything so clear.

And even as I wander,

I'm keeping you in sight.

You're a candle in the window,

On a cold, dark winter's night.

And I'm getting closer than I ever thought I might.

And I can't fight this feeling anymore.

I've forgotten what I started fighting for.

It's time to bring this ship into the shore,

And throw away the oars, forever.

Cause I can't fight this feeling anymore.

I've forgotten what I started fight for.

And if I have to crawl upon the floor,

Come crashing through your door,

Baby, I can't fight this feeling anymore.

My life has been such a whirlwind since I saw you.

I've been running round in circles in my mind.

And it always seems that I'm following you, girl.

Cause you take me to the places,

That alone I'd never find.

And even as I wander,

I'm keeping you in sight.

You're a candle in the wind,

On a cold, dark winter's night.

And I'm getting closer than I ever thought I might.

And I can't fight this feeling anymore.

I've forgotten what I started fighting for.

It's time to bring this ship into the shore,

And throw away the oars, forever.

Cause I can't fight this feeling anymore.

I've forgotten what I started fighting for.

And if I have to crawl upon the floor,

Come crashing through your door,

Baby, I can't fight this feeling anymore.

Wow I think I love her even more if that's possible.

"I know a song won't explain everything, so I'm going to try and just tell you."

She said nervously. I've never seen her so nervous and shy about something. She's so cute.

"Ok, so honestly ever since I walked in room 312 our freshmen year of college I knew that there was just something about you that made me want to get to know you. I was so happy that I had this gorgeous blonde roommate that looked like she just walked out of Maxim magazine. Then I got to know you and I fell in love with your personality. You're smart, funny, outgoing, I mean you're perfect. At the time I didn't realize that I loved you more than in a friendly way. I actually didn't realize it until after I started dating Brooke. Everything made so much sense when I finally realized it. You are the only person that has always been there for me no matter what. Even after my father died and I pushed you away. You stayed around and I still can't thank you enough. You are the only person that I can be myself around without feeling like I'm getting judged. I was so happy you wanted to continue being roommates to this day. I never knew why but I always wanted to be near you. If I wasn't near you then I was thinking about you. Then that night that we slept together was amazing. Even though you were drunk, it waws still one of the best days of my life. My heart broke when you called it a mistake. I hoped we could start something from there. That's when I thought you didn't' feel the same way so I decided to just not tell you how I felt until now." she said taking a long deep breath.

Well damn that's a lot to take in. I honestly couldn't be happier though. I don't even know what to say.

"Wait why did you tell me you were in love with Brooke then?"

She laughed a little "That was a lie. That day I was planning on being honest about how I felt about you, but then you told us about moving to New York, and if you felt the same way I didn't want you to pass up on that opportunity. So when you asked me what I wanted to talk to you about I had to lie." she said playing with her hands, wow this just so unbelievable.

"Wow, I just…wow."

"I'm sorry for lying to you Spence, I didn't know what else to do."

"I understand honestly, but why did you stay with Brooke for so long if you loved me?"

"Because, I did like her a lot. And I didn't want to be alone if you didn't want to be with me."

"Gosh Ash, we are so stupid." she looked at me with a confused look on her face. "Ash, ever since I saw you, I thought you were the most beautiful woman I've ever seen. Not to mention hottest, I was so jealous of your relationship with Brooke. I honestly thought you were in love with her. Which is why I didn't tell you how I felt. I didn't want to ruin your relationship with her or our friendship. I was honestly happy when Madison caught us kissing because I thought we could be together, but then my heart was broken when you ran to Brooke. Kissing you was so amazing it was the best ever. I've never felt something so great, and don't even get me started on the sex. Even though I barely remember it, it was great. The only reason why I took this job was because I couldn't stand seeing you with Brooke. It broke my heart every time." She was quiet for a while.

"Why are we so dumb?" she questions.

"I don't know but I was actually planning on telling you this when I flew to L.A. this weekend." I said shyly.

"Really?" She said excitedly.

"Yah, I wanted to get it off my chest. I couldn't hide how I was feeling for you any longer." I confessed.

"I'm glad we decided to finally come to our senses."

"Yah me too."

"So what does this mean for us now?" she asked.

I never really thought about that. I really want to be with her but we shouldn't just jump into a relationship. I mean she just got out of a long term relationship. "We should take it slow, we can start out by going on dates."

"Ok I like that, I'm just happy that this actually turned out how I wanted it to. Well actually the night ended with sex but I have a feeling that that's not going to happen. Not tonight at least." Ashley stated.

"Geez you and sex. Is that all you think about?" I said hitting her with a pillow.

"No, I think about you a lot…and sex with you."

"Oh my god! I can't believe you." I start attacking her with the pillow.

"If I were you I would stop." She said as she started running away.

"Or what?" I said chasing her in the living room. I continued to hit her with the pillow and the next thing I know I'm on my back on the couch. How the hell did this happen? Why is she smirking?

"I told you to stop, Carlin." she is straddling me and no matter how much I move I can't get her off. God she's strong, and this is so hot.

"I'm sorry." I said with a pout and head tilt. She can't resist it.

"That's not going to work this time." Shit I'm screwed. I know what's going to happen now. Five seconds later she's tickling me.

"Please stop Ash!"

"I told you to stop hitting me, but nooo you didn't listen, did you?" She said smiling while still tickling me.

My eyes started to tear and my stomach hurt from laughing so much. "I'm sorry, I give!" I guess that worked because she stopped I look at her and she's smiling at me.

"What?" I asked her.

"You are just so beautiful."

Awe I forgive her already. "Really?" I ask shyly.

"Gorgeous." I can't help but blush. I notice that she's leaning in. oh my god she's going to kiss me. I can't believe this is happening. When her lips finally touch mine, I see fireworks.

The kiss quickly turns into a make out session. My hands start to wander all over her slim body. We both moan into the kiss. Both enjoying this blissful feeling, she is an amazing kisser. But I know I should stop this before it goes too far. It's too soon. We pull back both gasping for air.

"Wow." I reply

"That was…"

"Yah."

A few minutes later I decided that I should be getting to bed soon since I have work in the morning. "As much as I would love to do that again, I think we should head to bed. I have work in the morning."

She frowned. "I guess we can continue tomorrow." She stood up and helped me off the couch. I started walking towards my room and noticed she wasn't following.

"Are you coming Ash?"

"You don't care if we sleep in the same bed?"

"Don't be silly we've slept in the same bed plenty of times before, let's go."

After changing, we got into my bed. "Goodnight Spence. I love you."

"Goodnight, I love you too Ash." I said then kissed her. She immediately deepened it. After pulling away for air. She said, "Sorry I couldn't help it."

I laughed "Night Ash."

"Night Spence."

She wrapped her arms around me and we drifted off to sleep. This is amazing.

A/N: Thank you for the awesome reviews. We were not planning on leaving the last chapter off like that but we thought it would be fun. We hope you enjoyed this chapter and are enjoying this story so far. Oh and we suggest if you are interested to sing karaoke to sing I Can't Fight This Feeling Anymore which was used in this chapter. We tried it and it was so much fun! But anywho please tell us what you think!