Hello everyone, I'm sorry I didn't update Sunday, I had a lot going on this weekend. anyways Thank you for reading and reviewing the last chapter. Your reviews really keep me going. I hope y'all enjoy this update. Sorry for any mistakes. I don't think its one of my best but I don't want to keep y'all waiting...

Emily's POV...

"Em?" Spencer says unsure of herself. What has gotten into her? This isn't the cocky Spencer Hastings we all know and love. She clears her throat and looks up at me. "Do you want to have dinner with me?" She ask, her brown eyes filled me hope. I wish I could have dinner with her but of course it has to be on the day Ben and I are going out. "I would really love to go out to dinner with you." I pause . "But?" "But I'm going out with Ben tonight."I say. She frowns for a second then quickly smiles at me. It's one of her fake smiles, that doesn't reach her eyes. "Okay well, I'll see you tomorrow at school, bye Em." She says walking towards her car. "Spence!"I call and she stops but doesn't turn around to face me. She needs a friend right now, and I being a horrible friend. I shouldn't leave her side when she needs me.

"Do you want to have breakfast before school tomorrow?" I ask. I really hope she says yes, I do want to spend time with her but if I blow Ben off he'll be pissed, even if it is for one of my best friends. She turns and smile at me, this time it reaches her eyes. "Sure, will you pick me up?" She ask. "Of course, I'm a gentlewoman after all."I say, causing her to laugh. God her laugh is so sexy. "I'll let you go, later."She says getting into her car and driving off before I could tell her goodbye. I make the short walk to my car and head home to get ready for my date,my mind of Spencer the whole time.

7:30 rolls around and I'm sitting in my bedroom waiting for Ben to get here. He was supposed to be here to pick me up at 7. I've called and left him text but he won't answer me. Why would he blow me off , when he made a big deal about going out tonight? My phone chimes signalling I have a text. I pull it out of my purse and open the text. 'Sorry to bail but my parents want to have family night, rain check love?' Family night? Both of his parents are out of town with his older brother, why lie to me? What is he really doing? He isn't the kind of guy to cheat on anyone but you never know I guess. We all thought Alex wouldn't cheat either but she did. Is it bad that I really don't care if he cheats on me? Where did the love I had for him go? 'Sure.' I reply before calling speed dial number two.

"Em, this better not be a butt dial, I don't want to hear you and Ben having sex."She says when she answers. Who says we're having sex? Which we're not by the way. "Hello to you too Spence." I say laughing into the phone. She giggles into the phone and it's beyond cute. I really have to stop having these feelings about her.

"What's up Em? arn't you on a date?"She ask. "No Ben bailed, want to go get dinner?"I ask. I hope she doesn't feel like she's a second choice, I'd much rather have dinner with than Ben. "Sure, I'll pick you up at 8."She says. A smile breaks out onto my face, I'm really happy she said yes. I really miss spending time with her, just the two of us. We say our goodbyes and hang up. I walk into my bathroom to check my hair and make-up. I apply some pink lipgloss to my lips and apply a little more eyeline to bring out my eyes. I smile at myself in the mirror before walking down stairs.

30 minutes pass quickly as I wait for Spencer. I hear the front door open and close, then Spencer walks into the living room looking sexy as hell. She's wearing a pair of skin tight dark blue skinny jeans, her sexy black knee high boots, a red tank top and hersignature black tie hangs loosely around her neck. She smirks at me, when she catches me checking her out. "Fields my face is up here."She teases, helping me off the couch. Can you blame me for checking her out? She is absolutely gorgeous. "You look amazing Em, Ben is a very lucky guy." She whispers looking me up and down. If I'm so lucky, then why am I with him and not her?

I'm wearing a smiple strapless black dress, that comes down just above me knees, and a black pair of flats. I don't think I look that good, she difinitily looks better than I do. "Where are we going to eat?"I ask, snapping her out of her staring. Now I'm the one smirking and she's blushing. Spencer isn't one to blush often but when she does it's the cutest thing in the world.

"We're going to Philly, so let your mom know you'll be staying at my house tonight."She says heading to the front door. I follow her and she holds the door open for me. "I can be a gentlewoman too."She laughs following me to her car. She runs ahead of me and opens the car door, bowing when I get in causing me to laugh. See how amazing she is? Ben doesn't even do this for me, he just text me when he's outside. I pull my phone out and send my mom a text telling her I'll be staying at Spencer's tonight. Spenceer gets in the car a few seconds later and shoots me a smile before starting the car and pulling out the driveway.

"Where are we going Spence?"I ask. "It's a surprise Emily, I'm not telling you."She says keeping her eyes on the road. We've been in Philly for 20 minutes now and, we're driving around. in the shady part of town, that my dad always told me to stay away from. I'm a little scared but I know Spencer wouldn't put me into any danger.

Spencer stops the car in front of an old grey building, that looks like it hasn't been used in years. Its kinda scary. A neon sign that says 'The Arcade' hangs over the door. "A arcade?" I ask raising an eyebrow at her. She smiles and nods her head before getting out the car and running around to open my door. She really is a geek some times but a very sexy geek. "My lady" She says in a british accent. "I think you've been hanging out with Wren too much."

She shakes her head and laughs at me. "You know my accent is sexier than his."She whispers in my ear, sending a chill down my spine. Her fake accent is difitinly sexier than his real one but, I'm not going to feed her ego. "You wish." I say walking pass her and making my way into the arcade.

The outside is much more inviting than the outside. The walls are black with neon writing all over them, in one corner of the huge arcade is a three lane bowling alley, there's air hockey and pool tables in another corner, in the middle of the room is a huge dance floor, filled with people grinding into one another. Strode lights flash on the people as the dance to Blow by Ke$ha, that is being blashed through speakers that are lining the far wall. Spencer takes my hand and leads me to a dinning area that over looks the whole place. From up here I can see more of the building, to the left is the arcade room, filled with games and the people playing them.

"Spencer this place is amazing, how did you find it?"I ask leaning closer to her so she can hear my over the music. "My dad used to bring me here when I was little, they have the best pizza and I happen to kick ass at air hockey."She saying into my ear. Her breath hits my neck and causes me to shiver, which she notices. "Are you cold Em?"She ask. I nod and she gets out of the booth we had just sat down at. "I'll be right back."She says leaving me alone at the booth. I want to kiss her, every time she gets close to me, it's all I can think about. Why did I just want to be friends again?

Spencer comes back a minute later with a redhead following her. The woman looks to be in her early 40s, her red hair falls in waves half way down her back, she's wearing black shorts with a blue tank top that has The Arcade written across the front. "Here Em"Spencer says handing me her favorite black leather jacket. I smile my thanks at her and turn to the redhead next to Spencer. "Hi' I'm Emily."I say smiling warmly at the woman. "I'm Jo, are you Spencer's girlfriend."She ask taking a seat across from me. Spencer's face goes bright red and she groans, causing Jo to laugh. "No, we're best friends."I say rubbing Spencer's back when she sits down next to me. "Okay well, I have to get back to work, what can I get y'all to drink and eat?"Jo ask, pulling out a small note pad and a pen out of her pocket.

"I'll have a coke and a large chesse pizza."Spencer says turning to me, a smile playing at her lips. "Rootbeer please."I say smiling at Jo. "I'll be right back with your drinks."She says walking off. I look to Spencer and she smiles at me again. I love her smile. I wonder why she never mentioned this place or Jo, in all the years we've been friends. It's like she wanted to keep this place to herself, and if that's true why bring me here?

"I've never brought anyone here, this is a place where I have the best memories with my dad, I've never wanted to share this. place with anyone else."She says looking into my eyes. "Why share it with me then?"

She smiles and takes my hand in hers. "You're the only person worth sharing it with."She states as if I should have known that. I can't help the smile that forms on my lips or the butterflys flying around in my stomach. She's incredibly sweet and I just have to kiss her, to taste her.

I lean in and so does she. She tucks a strad of hair behind my ear and cups my face in her soft hands. She stares into my lips then looks down at my lips,she bites her lip and moves closer to. me. She's driving me crazy, I just want her to kiss me. "Are you sure?"She ask smiling at me. I nod, I've never been more sure in my life. I need this, I need her.

"Here's you drinks."Jo says setting our drinks on the table, causing Spencer to pull away. Why? Why does someone keep stopping us from kissing? Is this Gods way of telling us we shouldn't be anything other then friends?

Spencer's POV...

I'm going to punch the next person that stops me from kissing Emily. I just want to feel her lips on mine, is that too much to ask for? She wasn't going to run this tiime, she wasn't over thinking it, she want it just as much as I did. "Spence, are you okay?"

I turn towards her and look into her beautiful brown eyes. I could stare into them forever. "I'm okay, are you?" I ask. I'm worried she's going to freak again and run off like yesterday. She leans her head on my shoulder, grabs my right hand and interwines our fingers together. "I'm here with you, how could I not be okay?" She says. I kiss the top of her head and lean back into the booth.

Jo comes back a few minutes later with our pizza. "Spencer there is an air hockey table open just for you two, and everything is on the house tonight."Jo says setting the pizza down on the table, kissing the top of head and then leaves Emily and I alone. Jo is an old childhood friend of my parents. They helped her start the arcade, when this was a better part of town. I used to spend a lot of time here when I was younger. over the years my parents grew apart froom Jo, and I stop coming back here till I was able to drive. Jo greeted me with open arms like I hadn't been away for years. Now I come out here at least twice a month.

Emily sits up and grabs a slice of the pizza, letting go of my hand. I already miss her hand in mine and the her body felt against mine. I've been with a lot of girls and none of them made me feel the way Emily does. I used to be kind of a player, I slept with a lot of girls but stopped after I met Alex. I'm glad I changed who I used to be, I hated the old me. I guess I should thank Alex for changing me.

I grab a slice of pizza and take a bite. I swear the pizza gets better every time I come here. There's not too much sauce, the crust is seasoned just right and there's just the right amount of chesse. "Spencer, this pizza is amazing."Emily says grabbing another slice.

After finishing half the pizza we head over to the air hockey tables. "Spence, how are you going to play with your arm in a brace?" Emily ask going to one side of the table and grabbing a mallet. "Right handed Em." I say holding up my brace free arm. I slide the puck to Emily and grab my mallet. She hits the puck with great force, sending it sliding across the table and into my goal. "I thought you kicked ass at air hockey Hastings."She says laughing as I send the puck to her side and into her goal. "Cheater." she says smiling at me. I love it when she smiles, it always takes my breath away. There's just something about her that I can't help but to love. Who wouldn't fall in love with someone like Emily? Oh God, I'm falling in love with my best friend... Will this ruin everything or will she feel the same way about me? Can I win her from Ben? Or will my already broken heart stop beating from another heart break? Only time will tell I guess. Maybe one day I'll finally be able to kiss her...

What do you think? Let me know :) Thank you for reading and I hope you all enjoyed this update, again I'm sorry it's so late, it's been a long and stressful weekend. I can't believe we have to wait two months for more PLL, I think it might kill me to wait that long haha. Anyways have a great night guys, don't forget to review :) I'll post again Sunday I promise.