A/N: My own prompt lol, a sleeptalking cute emily.

Usually the girls did everything as a group but sometimes Alison invited Emily over on her own. And Emily loved it, it made her feel special. They didn't tell the others because they might get jealous. They'd just watch movies and paint each other nails. Emily would always get sleepy first and even though she'd try stay and awake through whatever movie it was they were watching she would inevitably fall asleep. Alison would roll her eyes and continue reading her magazine.

This night was no different. Emily was sleeping snug under the covers beside her friend who was reading the latest issue of some fashion magazine. What was different was when Alison heard her friend murmuring during her sleep.

"Ali…"

Alison looked at her friend, "Em?" she asked and after getting no response, "You awake?"

The girl beside her kept sleeping. She turned back to her magazine.

"Ali…"

Alison put her magazine down and watched her friend.

"You're so pretty," Emily sighed in her sleep.

Alison smiled.

"You smell pretty too," Emily murmured.

Alison had suspected for a while now that her friend might be thinking of her as more than a friend. This was merely confirmation.

"I think I love you," Emily even bit her lip in her sleep, just like she did when she was nervous.

Alison couldn't help but find the girl next to her endearing.

"I know," she whispered before kissing her friend on the cheek.

Emily squirmed a little in her sleep, "No, no, you're the prettiest girl at Rosewood. Probably in the whole world," she mumbled.

Alison squinted at her friend, "Why don't you tell me this when you're awake?" she chuckled quietly.

"Because I'm scared of losing you."

Alison frowned, looking at her friend, "Em? You awake?"

No response. Alison watched Emily, she was still asleep. Guess it was true, she thought, people can have conversations in their sleep.

"You'd never lose me, Em," Alison whispered as she lay down facing her friend, "You're my favourite."

Emily's lips curved into a smile, "I like being your favourite," she murmured.

Alison smiled, "I know you do. I caught you looking at me in the locker room the other day," she accused gently; she really didn't mind the attention.

"Locker room," Emily breathed before muttering, "I can't help it, you're so beautiful. I could stare at you forever."

Alison grinned, "Forever, huh?"

"In Paris, forever," Emily mumbled.

"You're sweet," Alison whispered.

"You make me feel…" Emily trailed off, mumbling incoherently.

"Feel how?" Alison asked, scared to rise her voice above a whisper and wake her friend.

"Butterflies," Emily mumbled, "And sometimes like those magazines say, like when people touch themselves."

Alison's eyebrows shot up; her sweet Emily talking about things like that?

"Really?" she asked, her curiosity getting the best of her, "And do you? Touch yourself? Thinking about me?"

"Yes," Emily breathed, "I try not to but I can't stop thinking about you. I know it's wrong but boys just don't make me feel…"

Alison's expression softened, "It's not wrong, Em," she whispered, "It's okay."

"I don't want to lose you," Emily mumbled.

"You never will," Alison said firmly, "I promise."

Emily's hand went to her face and her eyes opened slowly to see Alison laying next to her. She smiled lazily.

"I fell asleep again, didn't I?" she asked sheepishly, "Sorry."

Alison smiled, "It's okay, Em. Hey, can I tell you something?"

Emily nodded, still feeling groggy.

"You know you're my best friend, right?" Alison asked.

Emily nodded again, "We're all best friends," she smiled.

Alison took Emily's hand in her own, "Yeah, but you're my best, best friend."

Emily smiled, "You're my best, best friend too."

"And you know you can never lose me," Alison squeezed her hand, "No matter what. You can tell me anything."

"Same here, Ali," she replied, still sleepy.

"Good," Alison said, "I love you, Em."

"I love you too, Ali," Emily said happily before yawning.

"Go back to sleep," Alison whispered.

Emily yawned again, "Okay. Goodnight, Ali."

"Night, Em," Ali smiled and watched her friend fall back to sleep quickly.