Note- In this AU world, Emily never fell in love with Nikolas. She married and divorced Zander. Liz is divorcing Ric when this story takes place. Nikolas is married to Gia. Lucky is single after going through some bad break ups. Rated mature. Three parts.

Never Say Goodbye

Part One

November 2003

The moment Lucky Spencer walked into his room above Kelly's and saw her sitting there on the edge of his bed, his heart sank. That was not the typical reaction he had to seeing his best friend. Emily usually put a bigger smile on his face than anyone else in the world.

But, just by her posture, he could tell something was wrong with her. She had been going through hell since she divorced Zander. Over and over, she came to Lucky with tears in her eyes and he pulled her into his arms and did his best to make her feel whole again. He hated to see her cry or feel lost, and took each tear as his own personal failure to her.

"Em."

Her head jerked up and she forced a smile onto her lips. She stood up and said "Hi...I broke in. Sorry."

Touching her arm, he said "You know you're welcome here anytime." He looked at the door. "You didn't pick the lock, did you?"

"You tried to teach me but it never really stuck. I charmed a key out of Mike. I didn't feel like waiting downstairs...being around people."

He closed the door and locked it. "What's going on?"

She sighed and looked away, as a single tear slid out of her eye.

"Talk to me, Em. Is it Zander?"

She whispered "Its you."

He froze. How could he have put her in such a wrecked state? He never would do anything to hurt her. He'd kill anyone who even thought about hurting her. Zander had gotten his ass kicked for leaving her and Lucky really didn't care one bit about Zander's claims to him of: You don't know all the facts.

The only fact Lucky gave a damn about was that Zander had caused Emily to be in pain.

Before Lucky could question her further, Emily went on "I don't know how to tell you good-bye, Lucky."

His heart clutched, as his breathing became uneven. "Where...where are you going?"

"Back to Stanford. That was always plan and...I just really need a change right now. I can't stand to see Zander everyday...knowing I ruined our marriage. We didn't even last six months and I'm the whole reason for that."

"You can't put it all on yourself. He walked out on you."

"I drove him away."

"I've told you a thousand times that there is no way you could have done that. It doesn't matter if you were needy or if you asked him to accept a lot...like your close relationship to Jason when he hates the guy...or that you sometimes had to keep secrets from him about the Quatermaines or that you wanted to go on vacation with just you, Liz and Gia that time. That's all small stuff and it shouldn't make any good man leave a good woman like you."

"There's more. There's something I never told you...and I've debated with myself if I should now. But its so hard to hide anything from you for long. All those secrets I kept from Zander...I never kept them from you, you know."

"I do know that. So...just tell me." He took her hand and they both sat on the bed. "What have you been holding back? What's the horrible thing you think you did that forced Zander to walk out?"

"I...oh, Lucky." She flung her arms around him, holding him tight for a long minute.

He smoothed his hand over her hair. God, for so long she had been the one woman who believed in him. He wanted Liz to believe...but her faith was weak. He wanted Summer and Lydia to mean as much as Emily to him...but that was a joke...they never could. Only Emily filled up the empty places in Lucky's heart and soul. He couldn't stand the idea of her leaving Port Charles, and him, behind. He needed her way too much.

"Just say it, Em. Nothing you say will make me give up on you...I'm not him...I'm not running away from you...not ever. I'm your best friend, remember."

She whispered, into his ear, "I fell in love with another man," and then she ducked her head back and looked in his eyes.

"Who is it?"

"Its..." her words faltered again and she bit her lip.

"Em, seriously, its okay. I won't judge you."

"Its you."

With the words out, she bounded off the bed and moved over to the window. "Please...don't say anything back...especially just to make me feel better. I didn't even plan to tell you...not really...but its better this way cause now I can go to California and by the time I come back we'll be past the weird awkward, oh my God, I don't know what to say to you now, phase and we'll be back to normal again." She flashed him a shaky smile. "Promise me that we will still be okay when I come back? I have to know I have my best friend to come home to."

His mind was racing. Its you, its you, its you, its you ran through his head over and over. It was a fantasy come true. He had always been the one with the great, big, too much for one heart to deal with, feelings for her...the ones he had to stuff down and he had to deal with completely alone...and now she had just said she felt something back for him. Something a lot deeper than friendship. Lucky wasn't about to let her gloss over that fact and then run off to the other side of the country.

He almost made it to her when she suddenly turned to fully face him and whispered "I just can't lose you forever...please tell me I just didn't mess everything up."

"You can't lose me...ever." He placed his hands on her arms. "You're shaking, Em."

"I'm being such an idiot. But I can't help it. Forgive me?"

"Always. But there's nothing to forgive this time."

"Sure there is. I made Zander hate you..blame you... I even made him swear to never tell you the truth. He kept his word but I couldn't keep any of my vows to him...and then I did what was best for me..but not you...by unburdening my soul just now. I should have kept my mouth shut and left you here with Liz to be happy...I should have done what you would do for me...I shouldn't have been selfish."

"How did Liz get into this conversation?"

"She's divorcing Ric...its just a matter of time till you two get back together...and that's okay. I want you to be with whoever makes you happy. And I'll be fine...don't worry...I really liked Stanford and it will be good to be back there."

"You hated Stanford." Or maybe he just hated all those days she was gone.

"No...not really."

He gave her an unconvinced look. "You belong here."

"I can't stay here. I can't...I'm sorry."

"So that's it? You...you fell in love with me...and you fell out of love with me...and you're leaving me...and I don't get a vote or say in any of it?"

Her voice broke when she asked "What is it you want to say?"

"How about...I'm amazed that my best friend is in love with me...if you still are, Em?"

"Lucky...don't make this harder on me. Just say good-bye to me so I can walk out of here before I break down."

"I can't do that."

"You have to! I need you to tell me good-bye."

"I won't."

"Fine. Have it your way," she eased past him and headed for the door.

He gently grabbed her arm and halted her steps. Whispering he said "Come here," he pulled her into his arms. She buried her face against his shirt. "Em, don't go to Stanford. Stay here...stay here and stay in love with me...let me love you back...give us this chance, please...I'm begging you as your best friend...and the man who has loved you since you were eleven years old...do not walk out that door and leave me behind again."

She wrapped her arms around him, in a desperate embrace, and refused to look at him or answer.

He rubbed her back, trying to calm her down and hoping his own rapidly beating heart would slow enough for him to figure out just the words she wanted to hear. He wouldn't be able to stand it if they got so close to their chance to be together and lost it still.

"Em...I never thought you would want to be with me...I never knew you could see me that way...and now that I do...I can't tell you that its fine for you to move away. I can't do that. So, please, stop asking the impossible from me...and stay."

She looked up and into his eyes. "I can't. Because I know it, even if you don't, that you and Liz will find your way back to each other. And if I actually got you...and then you left me for her...it would kill me...I might even hate you...and I won't risk hating you, Lucky. That's why it was so selfish and wrong for me to tell you how I feel. I fought this for so long...but by the end of my marriage...I would look at Zander and just ache for you...I wanted you to be the one holding me every night...but I can't let you...when I know how deeply you still love her. Please, don't lie to me and say you don't. I know you too well to believe it."

"I don't love her anymore...not as anything but our friend... and Liz really has no place in this room right now. You're using her as an excuse to hide from what you feel for me."

Emily pushed out of his arms. "I'm trying to do what's right for you."

"You offer me everything I ever wanted...you...and then you yank it away and tell me it was just a really nice dream but I can't have it...and you can't stay even in the same state as me anymore. That's not what is right for me. If you want to do what is right for me, Em, then come back over here...let me hold you...let me love you...take the risk...find out if what you feel for me is real or not."

Pure fire shot into her eyes and she breathed out "If?" Emily stepped close to him and raised her hand to caress his cheek. "Did you really just say if?"

Then her lips were on his and their first grown up adult kiss was not sweet or tender or slow, it was an explosion of desire that ended with him lifting her off her feet. He walked them toward the closest wall and pressed her back to it, as their tongues tangled together inside of her mouth.

When he finally broke the kiss and let her breath, Emily said, in a ragged tone, "I'm supposed to...be...saying...good-bye to you."

"I'm never gonna let you say good-bye to me again."