A/N: WOW! I am absolutely shocked – I got near double my target number of reviews in less than 24 hours after publishing! As promised, I am updating now for all of you! It's almost all fluff because you've all been waiting TOO LONG for a happy chapter for everybody.

I hope that this comes off as just the start of what you've all been waiting for! As always, thank you for the support and enjoy this chapter!

"Spencer Hastings, get down here before dinner gets cold!" Spencer groaned as she heard her mother call her from downstairs. Thankfully, the past few days she had had college interviews – which was stressful, but at least she didn't have to go to school and face Toby, Ali, or anybody else for that matter.

"I'm coming," She ran down the stairs, taking a seat in the only empty chair, next to Wren.

Of course I have to sit with the filthy pig. I wonder if Melissa knows, and just accepts it, or she's actually that oblivious. It doesn't matter, because Mommy and Daddy love him, so she's retaining her favorite daughter status.

Wren put his hand on her thigh under the table, creeping up her dress. Spencer jumped a bit, causing her to spill her water; it spilled all over the floor between the two of them. Melissa just scoffed, her parents rolled their eyes.

"Clean that up,"

"I'll help," Wren piped up, joining Spencer in the kitchen where she was getting paper towels. "Don't forget, you owe me," he said in her ear as he pulled her hips backwards toward his own, spanking her butt lightly as he moved past her for a towel and then returning to the dining room. Spencer made a face. It didn't feel good and complimentary like when Toby touched it; it felt dirty and demeaning.

Then again, she had lost most of the respect and confidence she'd gained for herself over the course of the past few months in just one afternoon. She was falling into somewhat of a depression, moping around mindlessly, listening to her parents, doing her homework, and keeping her head down. She completely avoided the mirror, and she'd even hidden the razor she'd used to cut herself just a few weeks ago, praying for the strength to stay away from that place. She'd lost the beautiful feeling of light shooting through her veins that had felt teasingly permanent after she'd given Toby everything she'd had to offer. She couldn't say she was surprised.

She let Wren thumb at her inner thigh all night as she pushed food around her plate, feeling too uneasy to take more than a few bites.

Just get by. Just do what you need to do to not cause any more trouble for anybody until you move out for college. And then maybe you can start over and be somebody different. You won't be bound to the Hastings reputation forever. I hope.

xx

For Toby, it had not gone unnoticed that Spencer had not been in school the past two days. He hoped that she would be back tomorrow. He was trying not to text her or call her, he felt like he was physically restraining himself from just getting up and running nonstop until he reached her front steps. But he wanted to give her the space she needed. He was very aware that she may never believe him or forgive him, but from the beginning all he wanted was to make things easier for her. He just needed to get there again.

The next morning at school, he accompanied Aria to her locker to watch for Spencer.

"You're such a creep. If you want to talk to her, find her. Or wait by her locker for her. Don't use me as an alibi for your weird stalking," Aria teased.

"Shhh, she's here." Toby's eyes couldn't be pulled from the tall brunette's form making her way through the hallway, seemingly in slow motion. She was wearing a big, oversized sweater and cuffed jean capris and her favorite black docs, the shoes he'd become so fond of seeing fly down his stairs to greet him. Her hair seemed to be covering her face as some sort of intentional disguise, and she had on dark sunglasses. Is she hiding? Oh God, she's hurting so badly. I think she's even more beautiful when she's not trying at all. Damn it, she's too broken for this. I need to go over there and put her back together some how. I need to get Ali back for this.

He started to angrily charge towards Spencer's locker, but Aria pulled him back. "Don't march over there unless you have something to say, otherwise you're going to make a gigantic ass out of yourself. Again."

"But…ugh, you're right. But there's too much for me to say, I don't even know where to start."

"Well that's what you have to start with internally. Figure that out first."

xx

As Aria tried to help Toby, all of the quiet chatter around the hallway got louder as Noel got behind Spencer and started to simulate sexual thrusting behind her, as if he were taking her from behind. When she turned, he whistled. "Damn, if I'd have known what kind of deals you were running I would've been at the tutoring center every DAY." Noel got laughter from everyone around him.

"Well now I have something to say," Toby mumbled before pushing past Aria to the scene.

Spencer completely froze up, her face was bright red and she couldn't move although her brain kept screaming for her to get out of there. She just stood against her locker, shell-shocked.

As soon as Toby got close enough, Toby had Noel against the lockers pinned down.

"Don't you dare ever talk about her like that! That isn't a way to talk about anyone, but definitely not Spencer, do you HEAR ME?"

"I'm just having fun, don't get your panties in a bunch because everyone knows about the dirty little secret you've been trying to keep all to yourself. Scared you might have to share now?" He raised his eyebrow.

Before Noel could even close his mouth after speaking, his jaw was met with Toby's fist.

"I warned you, Noel!" Toby got one more punch in before turning to comfort Spencer, only she was no where to be seen.

xx

Spencer didn't know where she was going, she just knew she had to get out of there. Everybody was laughing and talking and pointing, and it wasn't just at her – it was about Toby, too. She felt the guilt on her chest like an elephant sleeping on top of her. Her legs just ran down the hallway with no consciousness about where they might take her.

Toby ran down the halls frantically, asking everybody if they'd seen Spencer. When he finally found her, she was against the wall around the corner, sitting against the back wall of the school towards the alleyway on one side, and the wooded area behind school on the other - place no one really went except janitorial staff and drug dealers.

"Spencer," he crouched down. "what are you doing out here? Are you okay?"

She wasn't answering him, and in fact just pulled herself tighter into a ball. He thought she was crying and bent down next to her, but then realized she was actually hyperventilating and having a panic attack.

"Spencer, breath," he pulled her from the wall, trying to rub her back. "You're going to pass out if you don't get some fresh air." He had seen some guys have panic attacks after long, grueling practices. But this was different.

She sobbed into his chest, hating that he was there, wanting to be without him. It was almost making it worse that he was there with her.

She started to push against him, flailing and further panicking in his arms, but he refused to let up on his grip on her. Eventually her body fell limp in his arms, and she took several gasping deep breaths.

"Shhhh…it's okay, thatta girl. Keep breathing."

"I'm…I'm..I…" she started, but he just pulled her in closer, she was basically in his lap by this point like a disgruntled baby to their parent.

"Don't talk, just calm down." He pushed her hair out of her face and removed her sunglasses so he could wipe her eyes. This made her blush more, but let him because she was too tired and weak from her emotional breakdown to fight with him.

It wasn't just about Noel. It was about Toby, it was about all of her bottled up feelings, it was about her parents, it was about college, and it was about Wren. The girl just wasn't big enough to hold all of her stressors inside, and she'd finally blown her top in the form of a serious, full blown anxiety attack.

"I'm…I'm sorry," she finally choked out, fresh tears spilling from her puffy brown eyes as she pushed out of his arms to stand, brushing the dirt from her bottoms.

"Spence," He got up, his hands hovering at her sides as if she were so fragile she might fall right back down again.

"I don't want to talk about this anymore," she yelled louder than he even knew her voice could go. She was agitated and emotional.

"But why are you sorry…"

"Because you're always saving me and I'm always hurting you," she mumbled honestly, her emotions running to high for her to try to lie or sugar coat it.

"What are you talking about?" Toby furrowed his eyebrows.

"Nothing…we're both already late for class…we should get back inside." She sid as she put her sunglasses back over her bloodshot eyes and pulled her hair out of her face.

But he grabbed her hand instead and stopped her.

"I don't want you to go back in there," he said sweetly. "I don't want you to get hurt anymore."

"I…" she started, but felt like she might cry again.

"Can I please take you somewhere? You don't have to talk to me if you don't want to…but I do hope you'll listen to some things I have to say… We can do whatever you want. Come on Spencer, be spontaneous and do something for yourself for just one time in your life. We can go to the movies, the promenade for food, the mall… Anywhere. Just let me take you away from here and let me talk to you, for just a little while. If you hate it, I'll-"

She cut him off. "Fine…" she felt surprised as he kept hold of her hand as they walked around to the parking lot, only moving to interlock their fingers.

Toby suddenly felt really happy that he'd taken his truck instead of his bike today, because he didn't have an extra helmet for her. He opened her door for her like perfect gentleman and then walked around to his side.

"Where to?" He started the car.

"Anywhere but here," her face scrunched up like she might cry again.

"I have an idea," he stopped at the 7-11 before coming back into the car with a bag and driving away.

They drove for what felt like a few hours, but Spencer didn't bother to look at the time. After about 45 minutes of driving, he finally broke the silence.

"For the record, I like saving you. Although I guess I'd be happier if you didn't need to be saved in the first place."

"I…"

"Spencer, if you say sorry… I swear," he laughed.

Her lips softened into a small smile.

"Did you skip school because of me…and what happened?" He furrowed his eyebrows. "Be honest,"

"I actually had some college interviews… UPenn and Princeton."

"Oh…that's exciting! But if you didn't skip because of me…why didn't you respond to the flowers?"

"Yeah…not really. I hate both schools." She laughed. "Melissa went to UPenn so I'm supposed to love it, but that's part of the reason why I really hate it. I know, mature right?"

He laughed a little. "Well to be fair that's also not the most mature reason to pick it in the first place…"

"Wait…what were you saying about flowers?"

"I sent you flowers…"

"Oh…"

"You never got them?"

"No…"

"Oh." He sighed. When she didn't respond, he decided to keep going, trying to reel her back in to their previous conversation. "I was at a conference on Monday for scouts at USC. I've got a full-ride and a promise of a starting position on the team come the fall. I think I'm going to take it."

"That's a great school! I'm really proud of you. They had to look at your academics at least a little bit." She teased, secretly sad that he'd be so far away. At the same time, really happy that he would be so far away – it would be easier to forget about him when he was on the other side of the country. Out of sight; out of mind. Right?

"Yeah. It's a little scary to think about starting over on the West Coast, but also kind of exciting. It'll be an adventure."

She nodded, wishing she could start over somewhere else, too. She knew no matter what happened she'd end up at UPenn like Melissa, in the same courses as Melissa, forever being compared to Melissa.

xx

The rest of the drive was kind of quiet again. Overall, they'd driven for just about two and a half hours to a beach in Wildwood, NJ. It wasn't quite beach season yet, and it was 11AM on a weekday, so there wasn't anyone in sight. He unpacked the bag from his backseat, grabbed something from the bed of his truck, and pulled her from the car.

"Come on!" He yelled as he ran, daring her to run behind. And she did. They skidded in the sand, throwing themselves down on the cool, sinking floor in a bundle of laughter.

He unfolded a large blanket and pulled out an array of junk and PB&J's he'd bought at 7-11. He even remembered that she liked chocolate coconut water, even though he thought it tasted like chalk.

"What is this?" She smiled a little, seeing his makeshift picnic setup.

"The water heals everything…my mom used to say that." He smiled fondly at the memory of his mother. "Besides, a good picnic certainly never did anybody any harm.

"Alright, fine." She grabbed the coconut water he'd bought for her. "But why are you doing this with me?"

"For you," he corrected, and she blushed. "Spencer, why do you think that I brought you here? Why do you think that I came outside today after I punched one of my best-friends for you? Why do you think I slept with you?"

She blushed on the last one, remembered that he'd seen her in her most vulnerable states – both physically and emotionally.

"Because you're a nice guy and because…I don't know. Because I let you?"

"I'll admit, Spencer, that I've never really been with a girl because I had any feelings for her,"

"I'm not upset about it." She interjected. "I'm sorry that you're embarrassed about people knowing…but don't worry, I don't expect anything…if I made it—"

He cut her off with his lips.

"What was that for?" She said surprised, her hand going to her lips.

"Can you just let me finish?" he laughed. "I've never been an emotional guy or even the boyfriend type. But you…you, uh. You changed that. Because the only reason I didn't pursue anything more sooner was because I cared about you, a lot. A lot, a lot, a lot. You don't even know. And it's crazy for me because I never get hung up on girls, they kinda just come and go. But with you I realized I never really wanted you to go." He was nervous and stuttering, his eyes kept flickering to the ground. She'd never seen Toby Cavanaugh nervous.

"What are you saying?"

"I'm saying that when I told you I was embarrassed…it wasn't because people found out about me and you. I'm embarrassed that I lead you on for so long under the pretenses of a game…when it was very much not a game for me. Not for a long time. I never, ever should have used you like that. I'm embarrassed of my behavior, because I should have just sucked it up and given into all the nervousness I had about you…and asked you if you'd stop playing the game…and trade in for the real thing." He bit his lip.

"I used you first…it's my fault. I'm so pathetic...it's my fault, not yours…"

"Spencer…you're not listening to me. I'm not embarrassed of you. In fact, I want the whole world to know because I'm so lucky that a girl as funny and strong and brave and intelligent as you would even give me a chance. A girl who has no idea how great she is, and even though I hate that, I'm so lucky because if you knew what catch you were there's no way in hell you'd be caught dead with me. I don't want to play a game anymore. I haven't wanted it to be a game in months, I'm just a coward. Spencer…you've completely and totally taken over everything in my head and my heart and…now I'm just embarrassing myself and rambling…and what I'm really hoping is that you'll want to be my girlfriend? For real this time…"

Spencer just sat in front of him, her jaw seeming to hang open as he talked. And then, she just started to laugh. She laughed so hard she rolled over onto her side, half of her on the blanket and the other half in the sand.

"What's so funny?" he frowned.

"That was a good one," she laughed. "Are you, like, recording this or something? Did Ali put you up to this?"

"What?! Spencer, look at me," he crawled over to her and practically straddled her to hold her down and make her look at him, his eyes full and serious, darting into hers directly.

"Spencer, why won't you let me in? Stop pushing me away... Tell me you don't feel the same way and I'll leave you alone… but you need to know it was never, ever a joke to me. Sure, it was a game at first… but Spencer…for the past…I don't even know how long. It's been nothing but the real thing for me. I've never felt like this before and I know it's scary because I'm scared too, but Spencer. Let me in…"

She stopped laughing. "But it's wrong…" she mumbled.

"What? Spencer…stop hating yourself and try to see the girl I see. Please?"

"You make me happy." She smiled up at him, not bothering to try to move from their positions on top of one another.

"Then I don't see what the problem is." He grinned big.

"The problem is that we don't belong together. I'm not your kind. You're popular and a jock and have lots of friends…and I'm…Freak Hastings."

"Don't you EVER call yourself that again," he said more hastily than he meant to. "I hate hearing that."

"But it's true! Don't you realize the torture we'd get if we were together? I don't want that anymore. I don't want that for you… I already feel so sorry about how you got roped into this whole poster thing with Ali… everyone was laughing at the both of us…"

He just laughed, almost as hard as she had been previously.

"It's not funny!" She exclaimed.

"How is it after all of the bad things that have happened to you, you're still apologizing to me?"

"I stopped worrying about me a long time ago." She said softly. "You deserve to be with somebody who makes your life easier, not harder."

"You do make it easier, though, Spence. You made me different. Smarter, sure. But Calculus isn't the only thing I've been improved on since September."

She blushed. "Toby…"

"You deserve to be happy, Spencer. You deserve so much more than the hand you've been dealt. It's only human to want to be wanted and to be happy. You have to stop feeling badly and put yourself first."

"If that's true… why was everything so much easier and simpler before you helped me get friends… before I was happy, everyone else was so much happier… now I've ruined everything. Ali's out to get you, and probably Holden and Aria next. I'm toxic."

"Spencer Hastings stop this right now." He said sternly. "You're insane."

"It's the truth, Toby."

"Do you like me or not? In an ideal world – in your ideal life – am I in it?"

"Yes, but—"

"So it's settled." He interrupted her. "If I make you happy, and you make me very happy, we are going to have the happiest time from here on out. Together."

"Toby…"

"Don't you dare argue with me woman" he laughed and planted a kiss on her forehead.

"Toby," she started one last time. "You can stop trying to convince me. I want to be with you." She smiled, the words felt foreign coming out of her mouth. "If I'm telling the truth… it hasn't been a game for me in quite some time, either… that's why when I thought it would have to be over… I wanted to sleep with you. I wanted to have everything with you that I could. You were my first kiss and my first friend and I just wanted to be greedy and have that one last thing… But then I got greedier and wanted it even more…I want to be with you, Toby. I have for so long." She pulled him down next to her, giggling, so she could snuggle up into him.

"I was your first kiss?" He laughed and kissed her head.

"Don't laugh! I was a dork, okay."

"You're sweet, that's what you are." He pulled her into him.

"Was Ali the reason you wanted to stop?" He said carefully, once she'd settled into him. "I know your parents didn't think I gave you the pills."

"Can we not make this about Ali?" She groaned into his shoulder.

"I just want to know what's hurt you…" He sighed.

"I just want to focus on us," she pleaded. "Please."

"Fine." He sighed.

xx

They had snuggled together on the beach, eventually going down to get their toes wet, until it got dark. He had even threatened to throw her in, tossing her over his shoulder and roughhousing and kissing in the sand as they fell on top of one another.

"I don't want to go inside," she pouted as he pulled up in front of her house.

"I can call you when I get home." He smiled.

"But as soon as I get out of this car," she blushed. "I'm going to have to face the fact that today was probably all just a dream. I'm going to go up to my room and wake up from a dream or something."

He chuckled and planted a long, wet kiss on her lips. "Was that real enough for you?" He smirked.

"You're ridiculous," she laughed, giving him a quick peck before jumping out of the car.

"Goonight, girlfriend." He smiled as she shut the door.

She beamed. "Goodnight," she ran inside, straight up to her room, waiting for her phone to ring, to know that she hadn't made it all up.

Toby called her the second he got inside. "I already miss you," he admitted.

"You're silly," she laughed.

"You're beautiful." He retorted. She was too busy blushing, regaining the beauty and light starting to trickle through her veins, slowly but surely.

"Spencer," he didn't wait for her response. "If Ali or if anybody…anybody at all gives you any more problems…Promise me you'll tell me so I can fix it?"

"You don't have to be my Superman or something, Toby. I'm a big girl."

"So was Lois Lane… doesn't mean she didn't belong with Superman." He laughed.

"You really are a big dork." She smiled. "Goodnight."

She hung up, smiling.

Her father barged into her room not minutes later. "Why did the school call saying you never showed up today?! Where were you young lady?!"

"Uh…I was at the nurse in the morning, so I never showed up for homeroom. That's all."

"Spencer, I don't like this lying business. What the hell is the matter with you? First Wren, now this?"

"I'm sorry," she got up and walked past him. "I'm going to take a shower." She went into the bathroom, unable to be shaken from the high Toby Cavanaugh had her on. She, finally, was happy.

I hope this still feels the same in the morning, She prayed. I'm finally getting something I want. Please, please let me keep it for just a little while.

xx

On the other side of town, Toby laid in his bed feeling satisfied that he'd finally manned up to say what he needed to. Well most of it. I love her, he thought.

Hope everyone liked it! Please review this as much as you did the last chapter! It was so exciting to have such a big response!

Reviews…

Spoby312: Thanks! I was worried it wouldn't go over well! To make up for the torture I made this happier.

Spobyfeed183: Hope this gesture made you happy! More to come!

Guest: Ali will not be a victor in this story. Period. Wren will also be shown to be the loser he is.