After school, Spencer is waiting outside by the double-doors when Ashley walks up.

Ashley: Hey, sexy!
Spencer: (turning around to Ashley) Hey!

Ashley goes in for a kiss, but Spencer pulls away.

Ashley: (surprised look on her face) What's the matter?
Spencer: Nothing. I'm just -- waiting for someone.
Ashley: Who? Someone more important than me?
Spencer: No! (laughs) Just a friend.
Ashley: Oh, who?

As she said that, Lexi walks up to Spencer.

Lexi: Hey. You ready?
Spencer: (looks at Lexi then at Ashley) Yeah, sure. Umm, first I want to introduce you to Ashley. Lexi this is Ashley, Ashley this is Lexi.

The two girls look at each other and then Lexi puts her hand out to Ashley.

Lexi: Hi!
Ashley: (takes a hold of the extended hand) Hey.

Ashley looks at Spencer with a confused look on her face.

Ashley: (lets go of Lexi's hand) So, are you two going somewhere?
Spencer: Ahh, yeah. Actually, I was going to hang out with Lexi. You know, show her around.
Ashley: Oh. But -- I thought we were going to hang out.
Spencer: You're welcome to come – if you want.
Ashley: (looks away from Spencer; depressed) Well, I don't think so.
Spencer: Why not?
Ashley: (looks at Lexi straight in the eyes) I just -- I've got some catching up to do with my dad. You know, he's only in town for one more day. (looks away from them) Gotta make the best of it! (sarcastic smile) Have fun, though.

As Ashley walks away, Spencer feels this horrible gut feeling. A feeling of betrayal, towards her brunette companion. She proceeds to take a step forward, but stops herself.

Lexi: What was that all about?
Spencer: (watching Ashley drive off) Nothing. (looks at Lexi now) You ready?
Lexi: Yeah, I've been ready. Let's go!

They get in Lexi's silver Mini-Cooper and drive away.

Spencer: Wow, I really like this car.
Lexi: Thanks. I only got it because it has my last name in it.

Spencer thought about it and then put two and two together then laughed.

Spencer: (laughs) Conceited much?
Lexi: (opens her mouth and puts her right hand over her heart) Ouch! That one hurt! (puppy dog eyes)

They both share a couple of laughing moments before arriving at the Harrison Mall.

Spencer: You're going to love this place. I come here all the time with Ashley.
Lexi: I don't think I've ever been to a mall that I didn't like. (narrows her eyes and presses her lips together) I think it's impossible.
Spencer: (laughs) I know what you mean. I love shopping.
Lexi: Me too. Especially -- (looks at Spencer)
Spencer & Lexi: Shoe shopping!

With that said, the two girls go off into their own little world of shopping and fun.

At Jensen's Materials, Lexi was busy looking at the guitar straps. So, Spencer thought that it was a perfect time to send Ashley a text message.

+HER MESSAGE+

:hey ash. look, i'm sorry. she was new & i wanted 2 make her feel comfortable. it's not like i've completely deserted u. i love u, ash. please don't be mad, though. okay? alright, later.

Spencer sent her message to Ashley's phone, then went over to Lexi's new interest: sunglasses.

Lexi: (picking up a pair of big white sunglasses) Here, try them on!

Spencer did so and looked at herself in the provided mirror.

Lexi: (crooked smile) You look freakin' hot in those!
Spencer: (shaking her head while taking them off) I don't know. I'm not really a 'sunglasses' kind of girl.
Lexi: Well, you should be.
Spencer: You think?
Lexi: Yeah! You're too hard on yourself, Spence.

Spencer heard the name Lexi just called her and it made her stomach churn. That name only seemed right when Ashley said it.

Spencer: (nervous smile) Well, okay. I'll get them.
Lexi: (big smile) That's the spirit!

As the girls are walking to the end of the mall, Lexi breaks the silence.

Lexi: So, what's with you and that Ashley girl?
Spencer: What do you mean?
Lexi: Well, when you said that we were hanging out, she seemed really bummed. Are you two like best-friends or something?
Spencer: Yeah, or something.
Lexi: There's more?
Spencer: (shrugs her shoulders)...
Lexi: (raises one eyebrow) Oh.

Suddenly, Spencer's phone beeps twice. She gets it out of her purse and flips it open. It said that she had one new message from Ashley's number. She opened the message and it read:

: hey, spence. no, im sorry. i guess i just got the feeling of being replaced. i know u love me and i love u 2! hey, if u guys want, u could come to my place and i can get 2 know her better. what do u say?

Spencer looked up from her phone at Lexi and gave her a quick smile.

Spencer: Do you want to go back to Ashley's house?
Lexi: Sure! I just have to call home and tell my Mom I'll be home later.
Spencer: Okay. (she punches Ashley's number in her phone)

Ashley: Hello?
Spencer: Hey. It's Spencer.
Ashley: I know who you are.
Spencer: (laughs and blushes) Oh. Does your offer still stand?