Disclaimer: So I own nothing. None of the characters or anything. Simple just my story.
A/N: So this chapter does have a sex scene in it and I'd just like to say I'm not sure how it went. This was my first sex scene and I'm a guy so I wasn't really sure how sex for girls is. Anyway hope you enjoy!

Chapter 3- What Happens in Fitz's Apartment Stays in Fitz's Apartment

Spencer nervously paced the floor outside of Ezra's apartment. She couldn't help but wonder what she was doing here. This was the opposite of who she was and how she was raised. You do not go around stealing your best friend's boyfriend. That little voice of reason popped into her heading telling her she had no problem with stealing Melissa's boyfriends. Spence shook the thought out of her head. Just as she began to calm down and turn to knock on the door, it opened.

She stood face to face with him, his body inches away from her. She could still smell the cologne he had on earlier. Just the mere smell of it sent goose bumps up her arms. She looked down at the ground then back up at him. It was not until then that she noticed he was shirtless. She felt like screaming as she looked him up and down. As she averted her eyes, in fear of looking like a huge freak, he finally spoke.

"I did not know if you would come." Ezra spoke with such a whisper, as if Aria was standing right around the corner.

Spence slowly shook he head. "Well, I shouldn't have come. It was stupid of me. I mean Aria is my best friend." She stopped when he saw the guilt pass by his face. At least she was not the only one who felt it. "But I just kept reading your message and I knew I had to see you." She finished. A small smile crossed his face as she said this.

"Spencer, I know it's wrong. I get that. I am not one of those guys who go around cheating on their girlfriends. I have never felt feelings outside of my relationship with Aria except with you. With you it is different. It feels different somehow." He nervously ran a hand through his hair. He could write poetry about love all day long but when it came to actually speaking his feelings he was lost. "Would you like to come in?" He finally asked. She slowly looked at him as she took in his words and gave a small nod.

Spencer followed Ezra into his apartment and as he gathered up the place she admired all the neat things lying around. The first thing that caught her eyes was his massive shelf of books. She ran her fingers over the edges of the books, noticing she had a copy of most of them herself. She then moved on to his movie collection. By the time he was finished, she had learned they had the same taste in books, movies, and art.

"Sorry about the mess. Inviting you over was a kind of a spur of the moment decision." He sat down on the couch bringing two drinks down on the table with him. Spencer sat down beside him and eyed the glasses.

"What is it?" She asked smiling a little at him. He traced his fingers around the top of the glass before looking back at her.

"It's wine. I figured one drink wouldn't kill you seeing as you probably don't get the chance to drink that much."

"You'd be wrong on that. I could be a full fledge alcoholic and my parents wouldn't' notice. I just choose not too I guess."

"I'm sorry about your parents." It was the best response he could think of. She shrugged he shoulders.

"I am use to it now." She took a drink of the wine. "I will never be Melissa. That's my sister. I can't remember if you ever met her or not. Hopefully you are lucky enough not to have. She's a real pain in the ass. She always has to have everything perfect. She always has to be the best at everything." She rolled her eyes thinking about how they just left her there to go on vacation.

"Sounds like someone else I know." He said laughing a little. She laughed back and brushed the hair out of her eyes.

"That's the Hastings for you. Why compete with other people when you can backstab your own family. Can I ask you something?"

"Sure."

"Why'd you invite me here tonight? Was it just to get me drunk?" She said smiling holding up the glass of wine. He slowly took the glass out of her hand and sat it down on the table. He moved closer to her., his face moving closer and closer each second.

"Actually, I wanted to talk to you about whatever is going on between us. I know you felt it tonight too. I even felt it back when I was your teacher, the way you stared at me. Hell even the way I stared at you. It felt like nothing else in the world mattered at that time. Almost like I didn't have a girlfriend and you didn't have a boyfriend and in that mere few seconds it was only me and you in our own little world. I almost forgot that feeling until tonight. When we danced it felt like my whole body was on fire. Touching you had to be the most exhilarating feeling I have ever had the chance to experience. I promise I have never felt anything like this for anyone, Spencer. I just needed to know if you felt the same way."

He moved a little closer when he finished. He searched her face for any kind of emotions she may be giving off to give him a hint about how she felt. She slowly looked at him again. She knew she could spill her guts out to this man right now. She could tell him all the same things and so much more. But right here in this moment she made a decision. A decision that would change the rest of her life. A decision her friends, family, or peers would never understand. She moved her hand to his face, while leaning in, and kissed him.

When her lips met his, Ezra was taken back a little bit. He did not expect her to do that. Not that he would ever complain. He moved his hand to her face and kissed her back. His lips were barely brushing against hers when he pulled back. He looked her in the eyes then shook his head.

"I can't do this." He said getting up from the couch and moving toward the kitchen. "It's not fair to you or your parents or to Aria. I feel like I'm taking advantage of you by having you here in my apartment. I know you are thinking how it is any different than having Aria over but with her she's more like my best friend. With you, well I don't even know what you would call this." As he continued to ramble on, he turned his back to her. He couldn't bear to say the thing he was saying and look at her.

Spencer looked at the ground then up at him as she heard all the things he said. She knew if she didn't do something in that moment she would lose him. She had finally worked up the nerve to kiss him and she couldn't let all of that go to waste. He was who she wanted. She had wanted him since she met him and she was not about to let him get away before he was truly hers. Spencer knew in her mind that she had to find a way to make him feel safe, a way to show him that this was what was right for everyone. Her hands moved down her dress and then to the back of it. She slowly zipped down the zipper and let it hit the floor. She pulled her hair down out of the bun and let if fall around her back.

"Ezra" was all she managed to get out. He turned around and his jaw almost hit the floor when he seen her. She was standing there in nothing but a black lacy bra and black panties to match. He slowly gulped as if that would actually help the growing sensation coming from down below. He knew his face had to look weird because in that moment all of his emotions were coming through.

Spencer loved the look on his face when he turned around and if she wasn't trying to be sexy she would have laughed. She looked down at her hands. They were shaking badly and she tried to make them be still but with no luck. She hoped he couldn't tell how nervous she was. No guy had ever seen her exposed like this. She had always assumed Toby would be her first but as she stood there looking at Ezra she knew he was the one she wanted.

After what felt like ages, Ezra moved closer to her. He looked her up and down one more time before kissing her. He slowly slid his tongue inside of her mouth as she returned the favor. It felt like an explosion in both of their mouths. Ezra quickened his pace a little but tried not to rush anything. He wanted this moment to be perfect. Spencer broke away but never lost eye contact. She stared into his eyes for a minute before taking his hand and leading him to the bedroom.

Ezra followed her and watched as she lay down on the bed. He ran his hand through his hair and it was all he could do but to not just jump on her then and there. He moved to the bed and began to kiss down her neck slowly. He could feel her run her hands down his back until she reached the waistband of his pants. She looked up at him and tugged on them. He followed her request by sliding the pants off leaving only their underwear as a barrier. He continued to kiss down her neck to her chest. He smiled against her skin when he heard her let out a small moan.

Spencer rose up a little and unclasped her bra letting it slide off her body and onto the floor. She felt like covering her chest up in fear of being so exposed to him. As she went to move her arms, he stopped her.

"You don't have to feel insecure with me. I know this is your first time. I can tell you're nervous but I promise I will keep you safe." He whispered sincerely. She watched his facial features to see if she could detect any deceit he might be giving off but she could tell he really meant it. She slowly kissed him and let her arms fall around his neck. She closed her eyes as he made his way down her body. He stopped to slowly kiss around her boobs. She bit her lip as he maneuvered his tongue around her nipples. She moved her hand to his head to edge him on down.

Ezra took her hint and continued down her body slowly places kisses all along her stomach. When he reached her hips he looked up at her as if to ask if this was what she wanted. She slowly nodded and he slid her panties off. He stared at her for a minute, admiring how beautiful she really was. He had waited for this moment ever since he laid eyes on her. She did something to her that no other girl had ever done. His eyes moved to between her legs and he slowly lowered his head softly kissing it. He heard her moan a little. She gripped his hair begging him to continue. He swirled his tongue around her clit, sliding his hands up to her nipples and massaging them.

Spencer felt like she was going to go bad. This was the most amazing feeling she had ever experienced. She gripped the sheets as he continued to play with her. He slid his tongue inside of her causing her to gasp. She slowly thrust her hips up moving into him.

"Please, Ezra." She begged him. He responded to her by sliding one finger inside of her. He moved it around feeling how tight and wet she was. He loved the fact that he had caused all of this. To Spencer this was better than any time she had touched herself. He moved his fingers faster inside of her and licked up and down her clit. She felt herself start to melt. The familiar tug began in her stomach and she knew she was almost there. She tried to cover her moans with her hand but after a minute gave up. She wanted him to hear the pleasure he was causing her. He flicked his tongue faster around her clit and inside of her, his fingers pumping fast in and out. Finally, Spencer couldn't take it any longer. She grabbed onto his hair while pulling it hard. Her legs began to tremble as she climaxed. Ezra could feel her tighten around her fingers. This only fueled his desire for her. After a few seconds, Spencer came down from her high. Her breathing was heavy and she felt like she could barely see. She grabbed onto him and pulled him up to her.

Ezra kissed Spencer softly. He loved knowing he could pleasure just like that. She gave him a small smile and returned his kiss. She had enjoyed every minute of that but was excited knowing there was more to come. She wanted him inside of her. She wanted to feel his member filling every inch of her. She ran her hands down his back, scratching her nails against his skin. She then moved her hand to his stomach and worked her way down. He was already wearing pajama pants so all Spencer had to do was slide his pants off. She could feel how hard he was against her skin. She moved her hand down his boxers and began to stroke him. It took her a minute to get use to the feeling. This was all so new to her. She took in the length and shape of him. He began to moan a little when she started to run her hand over his balls. He closed his eyes and slowly moved into her touch. She looked up and him, whispering in his ear.

"I need you now, Ezra." He didn't need to hear this twice to know she was ready. He prepared himself over her as she took a deep breathe. She knew from the other girls that the first time was a bit painful. She prepared herself then slowly nodded at him while biting her lip. He looked her in the eyes and lowered himself into her. Spencer grimaced in pain at how bad it hurt. He grabbed her hands and put them around his back.

"I know it hurts but just hold onto me. I will be gentle." He said reassuring her. She couldn't help but to think of how sweet he was being with her. She gripped his shoulders and told him to keep going. He began to move in her as slow as he could. She felt so good around him. She dug her nails in him until the pain started to turn into pleasure. She closed her eyes and slowly thrust her hips up. He kissed her passionately as he slid deeper inside. Spencer moved her legs up around him to give him more room. Seeing as she wasn't in pain anymore, Ezra went faster in her while grabbing the edge of the bed.

"Spencer you feel so amazing." He whispered. She ran her hand over his face and in his hair, pulling it a little. He continued to move in and out of her making her moan. He loved watching as she bit her lip in pleasure. He couldn't stop watching the things he did to her. It made him feel good inside because in that moment pleasing her was all he cared about. He felt himself start to lose it. She grabbed onto him as she began to climax for the second time. This time she couldn't control herself. She grabbed onto him while moaning out his name. She leaned up and bit down on his shoulder a little. She rode out her orgasm while gripping onto him. She never let go as she heard his breathing start to get deeper. He closed his eyes and pushed one more time into her before cumming in her. He collapsed down beside her with a smile on his face.

Spencer cuddled up next to him, wrapping her arms around his neck. He moved his hands around her waist and looked at her.

"I hope I was okay." He said softly.

"You were amazing, Ezra. I never in my life dreamed that this would be happening." She said smiling. He smiled back and rested his head against hers. She softly kissed him and rested into him. She couldn't believe he was her first. After all this time of fantasying, it finally happened. She had no thoughts of guilt or of Aria. Right now all that mattered was him and her. She knew that fate had put her in the right place and time and she was grateful. It was crazy to think that one little thing could change your life forever. She couldn't stop thinking about how grateful she was that her parents left her here. She smiled knowing that she would send them a great big Thank You letter later.

Ezra kissed Spencer one last time before wrapping his arms around her body and closing his eyes. After a few minutes, Spencer could tell he was asleep. She grabbed her phone and texted Aria telling her about how she went back home for the night. She knew that was odd but she'd come up with a story to tell Aria later. She cuddled back into Ezra and soon fell asleep in his arms.