PROMPT: AU - Toby is popular and Spencer is nerdy, and they end up talking.

A/N: So, this totally took on a life of its own and ended up being way longer than normal prompts. Hope you like it!

Heart-To-Heart

"Don't be late to practice again, okay?" Noel commanded, pointing the football in Toby's direction. "I may be your best friend – but as team captain, I have a reputation to keep."

Toby rolled his eyes good-naturedly, delivering Noel a mock salute. "Aye aye, Captain."

"Now that's more like it!" Noel declared, disappearing into the crowd of students traveling in the opposite direction.

Adjusting his backpack, Toby began the trek to chemistry, feeling considerably less enthusiastic about oxidation reactions than the big Homecoming game approaching this weekend. Coach Caravella had made it quite clear that Toby was to improve his marks in science by next card marking, or he would be temporarily benched until further notice.

Which meant it was quite lucky that he had scored the smartest girl in school as his lab partner. Spencer Hastings was a tiny, mousy girl, with glasses that were too big for her face and a wardrobe that looked like her mother had dressed her in her own image. Other than Hefty Hanna Marin, she didn't have many friends, as far as he could tell. Alison had made sure of that when her ex-boyfriend, Andrew Campbell, asked her to one of the middle school dances. Spencer and Andrew had dated off and on ever since, and Alison…well…Alison was –

As if on cue, a mass of curly blond hair skipped through his peripheral vision, and a tiny hand encircled his.

"Miss me?" she cooed, her lips making contact with the curve of his jaw. He could smell the strawberry scent of the lip-gloss stain she left behind, which she affectionately began wiping away.

He slipped an arm around her tiny frame, pulling her in for a sideways hug as they walked. "Always."

"So, I was thinking…" she began, her voice taking on a singsong tone. That usually meant she was about to ask him for something. "I know I bought the gold dress for Homecoming, but I just don't think it's going to look right with my tan. Mom's pissed, of course. Something about dipping into her cruise fund to buy it? I don't know. So anyway, I talked CeCe into trading dresses, and now I'll be wearing a white chiffon with an A-line bodice." As if to demonstrate, she stepped away enough to draw the imaginary hem in front of her body, her expressive blue eyes bright and hopeful. "What do you think?"

He wasn't very good at paying attention when she rambled off like that, if he was being totally honest. Not only did he have zero interest in female formal wear, but also Ali had a bad habit of talking until his ears bled. He felt guilty sometimes for thinking of her that way. She was his girlfriend, after all. But sometimes her superficiality made him feel a bit itchy.

He knew that he was too, of course. Superficial. He spent far more time than necessary judging others for their social status and laughing at Noel's misogynist "Hottie Meter" rankings for the female student body. But there was also a part of him that enjoyed sitting on the porch swing and reading his tattered paperback of Catcher in the Rye, or watching Hitchcock films with his mother. Occasionally he even liked to try his hand at some writing of his own, though he had never spoken of it to anyone. Ali, least of all.

"Toby!" she cried impatiently after his beat of hesitation.

"Sounds beautiful," he said at last, making his best attempt at offering a smile. "What do you need me to wear?"

This seemed to appease her enough, for she had grinned happily and fallen back into step at his side.

The chemistry classroom was his least favorite place in the entire building. It had the perpetual scent of residual chemicals, and he hated going to practice smelling like sulfur. If that wasn't enough, the room itself was often stuffy and warm, which made sitting through lectures that much more unbearable.

He was surprised when he arrived at his lab table before Spencer. He had never beaten her there before, and she hadn't missed a day of school since kindergarten.

He was digging his folder out of his backpack when he heard it. The most paralyzing sound in the world for a teenage boy.

Sniffles. A girl was crying.

No sooner had he lifted his head to investigate than Spencer, red-eyed and looking harried, plopped down into the seat next to him. She immediately began pulling all of her supplies out, slamming them down with deliberate hostility as she choked back angry sobs. He tried to look away, but it was like watching a car wreck occur in slow motion.

As she pulled her binder out, a harem of keys clattered noisily to the table. She began to throw them back in before something caught her eye. It was a flimsy plastic keychain photograph of her and Andrew at some kind of academic dinner. She looked at it silently for a moment, and then, in one swift movement, yanked it free from its metal ring. Without so much as a second thought, she lit the Bunsen burner and held the photo over the flame. Within seconds, the noxious smell of burning plastic was invading his nostrils.

"Um…hey," he began pathetically, for lack of anything better to say.

Her head snapped in his direction, eyes blazing with a fiery intensity that rivaled the flame simultaneously burning away her boyfriends face. It was as though she was just noticing him for the first time, and that his presence was striking her as dreadfully inconvenient.

"What?" she snapped. He recoiled instinctively.

"Nothing," he amended quickly, turning back to his folder and pretending to be very interested in reviewing last night's homework.

There was a beat. And then, when the picture was melted to her satisfaction, she tossed it into the trashcan beside their station, sighing heavily. "What the hell is wrong with you?"

The question caught him off-guard. He was both perplexed and slightly amused at her audacity to ask the question, when she was the one who was clearly on the verge of a mental breakdown.

"Excuse me?"

"You! Andrew! Men!" she ranted, her toffee colored eyes burning daggers into his own cerulean ones.

"Uh…" he began helplessly. He wasn't sure there was any safe way to answer the question. "We're all jerks?"

"Yes!" she declared, slamming her hand onto the table with such ferocity that he actually jumped a bit. "Thank you!"

He winced. "You're welcome?"

But she was no longer paying him any attention. Instead, she had begun to jot down the notes on the board, her characteristic grace and focus returning so rapidly that he felt he might get whiplash.

"My house, after school," she said authoritatively.

He could do nothing but stare at her in confused horror he could not contain.

Once she interpreted his expression, she sighed impatiently. "Get your mind out of the gutter, Cavanaugh. I mean our lab report. It's due on Friday and I want to get a head start."

Oh, shit. He had almost forgotten about it entirely.

"I have practice," he said quietly, afraid that if he spoke much louder he'd set her off again.

She groaned. "Fine, afterwards. Come straight over."

Part of him was shocked at her gall, but mostly he just felt oddly emasculated by her demands. Where did she get off talking to him that way? He was not her boyfriend. They weren't really even friends.

He wanted to tell her just how inappropriate she was being. Make it a point to express that he did not appreciate her assuming she could push him around. He was Toby Cavanaugh, goddamnit.

But instead, he just uttered a meek, "Okay."

He knew where she lived. Everyone in Rosewood had lived in the tiny town their entire lives, and most of their parents for their whole lives before that. The population was small and the neighbors were chummy. There were frequent town galas and homeowners committees and block parties and other such events for people to mingle with one another. Everybody knew everybody. And if that wasn't weird enough, he was well aware that his mother had once been best friends with Veronica Hastings in elementary school.

Until she became a 'pretentious, two-faced, holier-than-thou, shameless charlatan', of course.

His mother had recited the rant so many times, he knew it by heart.

Spencer was home alone, which he also happened to know was not out of the ordinary, care of his mother's tendency to gossip about Veronica's personal business. She was seated on the couch when he walked in. It took him a moment to recognize her, if he was being honest. She had clearly changed when she got home, and had traded her blazer and pencil skirt for a lacrosse t-shirt and sweatpants. Her usually pristine hair was tied into a lazy braid at the nape of her neck, and when she leaned over to grab a book from the coffee table, her shirt rode up enough that he could see the tiny dimples that dipped down beside her spine.

"God, how long do they make you run around that field for?" she asked before he had even reached the couch.

"Too long," he replied, unable to suppress a chuckle. He sat down beside her and began to extract his things. "Are you…um…"

"Better?" she quipped helpfully. A tiny blush rose in her cheeks and she averted her eyes. "Much. Thanks."

The new pink pigments of her skin were flattering, and he found himself smiling a bit, involuntarily. He unearthed his lab manual and began flipping to the appropriate page.

She cleared her throat. "About earlier…I'm…um…"

"Sorry?" he finished, his eyes coming back to meet hers. She looked so sheepish under his gaze that he felt a bit guilty for putting her on the spot.

"Yeah. That."

The corner of his lip curled upward in a half-hearted smile, and he returned his concentration to the instructions for the lab report.

There was an awkward pause. And then, she with a dejected sigh, she did something he was not expecting. She pulled his folder out of his reach in what appeared to be an attempt to steal back his focus.

"Listen, I'm trying to make conversation."

"Okay…" he said uncertainly, leaning back against the couch cushions.

With his attention back on her, she seemed to become a bit shy once more. She was wringing her hands together in what could have been nervous apprehension. "We've been lab partners for a long time – and I mean, we've known each other for a long time – but we've never really talked. I don't really know you as a person. I'm sure you're a perfectly nice guy. And it was unfair of me to jump up your ass this afternoon."

The sound of her swearing made him chuckle a bit, which resulted in an immediate self-conscious look of terror in her eyes. "It's okay, it happens," he offered. Alison had done it to him countless times, after all. She usually blamed it on PMS, but he knew better. There was no woman in the world that had raging hormones all 31 days of the month. "I'm sorry to hear that Andrew upset you."

"I'm not upset," she snapped quickly, her defenses rearing back up. "I'm glad. I'm glad that two-timing asshole is out of my life."

As soon as she said it, the blush returned. Her eyes flitted away from his.

She was practically bleeding insecurity in front of him, making feeble attempts at covering the gaping wounds with Band-Aids. And for some odd reason, his heart immediately went out to her.

"It's not fun getting cheated on," he murmured.

"So you do know?" she said flatly. "About him and Alison?"

He froze. The silence that punctuated the air was disrupted only by the sound of the clock ticking above the mantle.

"What?" he mumbled.

Her expression mutated into something that resembled a deer caught in headlights, and she began to frantically shake her head. "No – did I say Alison? I meant Emily – "

"Emily is a lesbian," he interrupted, his voice catching in his throat. "Spencer…"

"I'm sorry!" she cried immediately, putting a comforting hand on his knee. She withdrew it almost at once, as if unsure whether she had crossed a line in the realm of personal space. "It's just – I figured – Hanna saw them – and they…they…" She paused to take a deep breath, letting it out in a loud 'whoosh.' "We were pretty much the last ones to know, Toby."

It took him a moment to unglue his eyes from hers, but once he did, he felt his thoughts begin to gather in place once more. He should have been hurt. He should have been upset – or at least angry, if nothing else. But Alison had cheated on him before. Countless times. And after a while, it stopped hurting the same way. It was like expecting an infant to stop crying, or a tiger to change its stripes. It was frivolous to expect her to be anybody but Alison. It was part of her nature – and he had long ago come to terms with the fact that her promiscuity was not his fault.

The only thing that was his fault was staying with her. Allowing her to parade him around on her arm like he was a ridiculous bangle or expensive purse. Letting her drag him down with her into a world of manipulation and petty games.

"Yeah," he said darkly. "Well, I guess it is what it is."

There was a pause. "What do you mean?"

He shrugged nonchalantly. "It's not the first time. I'm not going to waste my brain cells thinking about it."

Another beat. "Toby…that's…"

"Terrible?" he cut in. "Yeah."

"We've gotta stop meeting like this," Spencer said lightly, making a frail attempt at a joke. "We've been finishing each other's sentences since you got here."

He smiled in spite of himself, bringing his eyes back to meet hers. She looked so small and innocent with her knees pulled up to her chest, the russet pools of her irises glistening with the threat of incoming tears. She was good at putting on a tough face, but she was clearly not okay.

"I'm sorry about Andrew, though," he offered. "You didn't deserve that."

She scoffed light-heartedly. "How do you know what I deserve? Maybe I'm a terrible person."

"No," he chuckled. "You're not." He took a deep breath, feeling as though his heart was constricting behind his ribcage. "But I might be."

"No," she echoed. "You're Toby Cavanaugh. You put on a face for the world, but you're more than that. You love to read – I've seen you with Catcher in the Rye at the Grille a million times. You were the only person from the 'in-crowd' who tried to make Alison stop spreading rumors about me in middle school. And when I wiped out on my bike in the first grade and hurt my knee, you walked me home."

He looked at her carefully, waiting for the laughter to ensue. Expected her to burst into hysterics and announce that she was kidding. But her expression remained sincere.

"And you're Spencer Hastings," he began quietly. "You've been class president since you popped out of the womb, basically. You drink so much coffee that you probably have more caffeine than blood in your veins. You once punched Noel in the face for calling Hanna fat." His lips turned upward in a sad, somber smile. "And you're afraid you'll never be able to get out of your sister's shadow."

There was a moment of silence as they both digested the dynamic shift of the atmosphere. He felt suddenly uncomfortable with how vulnerable he had allowed himself to be, and sheepishly turned away.

"We should probably get started on the – "

He was cut off by a wild mane of chocolate brown hair rocketing in his direction, and Spencer's mouth was crashing onto his. Her lips were soft and warm, not cold and slippery with gloss like Alison's, and she smelled faintly of coffee grounds and cinnamon. The scent was immediately comforting to his heavy heart in a way he could not explain.

Before he even had proper time to react, she was already pulling away, a look of unabashed horror on her face. "I'm so sorry," she began huskily. "I – I didn't mean – I shouldn't have – I just thought – "

It was his turn, this time, to cut her short. He seized her by the curves of her jaw and pulled her face back, his lips molding to the shape of hers. Some of the tension seemed to fade from her body, for she relaxed limply into his frame, fingertips dancing precariously against his hipbones. He shuddered a bit, involuntarily, opening his mouth against hers to allow her more intimate access. His nerve-endings were on fire, and his jeans suddenly felt considerably tight around his mid-section. Unable to help himself, his hands dove up through the bottom of her shirt, grasping desperately at her shoulder blades to press her tiny body closer to his. The feeling of her breasts flush against his chest was intoxicating, and he felt suddenly quite dizzy.

And then, in one swift movement, he gripped her below the thighs and flipped her over onto her back. He hovered above her for a moment, looking down at her to assess her features. Her lips were swollen from the pressure of his, her eyes sparkling in the light of the sunset pouring through the windows from outside.

When he spoke, his voice was raspier than usual. "Do you…um…want – ?"

"Yes," she said breathlessly, grabbing him by the back of the neck and pulling his head back to hers.

The sun had set completely by the time it was over, the newly-risen moon casting its glow across the planes of their naked figures entwined beneath a threadbare afghan on the couch. He was running his fingers through her hair mindlessly, enjoying the way her hand felt resting against his shoulder. It was hard to explain, really, but being with her like this was probably the best he had felt all day. Maybe even ever.

He nestled his nose back into the roots of her hair, breathing in her scent once more. It had grown to represent something soothing for him over the course of the evening, and he quite liked committing it to memory.

"That's probably the most fun I've ever had studying," Spencer said, a girlish sort of giggle in her voice. He could feel the muscles of her face tightening into a smile against his collarbone.

"Yeah, me too," he agreed.

And then he felt her face relax once more, and her fingers stopped their tracing of indiscernible shapes on his skin. He craned his neck a bit to look down at her.

"What?"

"I, um," she began sheepishly. "I don't really know how this works."

"How what works?"

"I mean – is it appropriate for me ask you if it will ever happen again? Or am I just supposed to go back to my daily life, avoiding you in the hallway, pretending it never happened? Do I wait for you to call me? Do I – ?"

"Spencer," he interrupted gently.

She peered up at him, her doe eyes crinkled in nervous wonder. "Yeah?"

"What are you doing for Homecoming?"