Hey guys! Thanks to all those who reviewed! You guys made my day! ^^ Also for 13Nyx13, there's going to be an explanation for it so don't worry! But you might be wondering for a while since it won't be explained until Khan appears.

This chapter is all about how Audrey developed her feelings for Spock in the PAST. Keep that in mind please!

2257 – November 3rd

"Why do you do that, Commander?" Spock asked as Audrey pulled away from greeting him hello with a kiss on the cheek. Audrey smiled.

"Audrey, Spock. Need I remind you again? You come with such high recommendations; I didn't think that you'd need to be told more than once." She said knowingly. The remark would get underneath his skin and she wanted it to.

Spock twitched uncomfortably and his body went rigid. "Audrey. May I inquire once again to why it is that you continue to express such an intimate gesture?" Audrey smiled and lightly touched his arm.

"Spock I'm just kidding around. Although I'd really prefer it if you called me Audrey. I don't know if you know but we are… friends. Also I like to kiss people hello. It shows how much I care for that person plus it makes them happy which brings me happiness." Spock relaxed a little bit at her words although not completely but Audrey was content with that. She was unsure that he would ever relax completely. "Especially on a day like this." The day was a little chilly and looked like it was going to rain but the heavens seemed to be staying strong… at least for now.

"It is illogical to base your happiness off of the happiness of others."

Audrey laughed. "I knew you'd say something like that. But I'm a people pleaser. I like making people happy even if it's at my expense." Spock had wanted to respond but before he could. "Come on! Let's go!" Audrey linked arms with Spock leading him out of the Academy gates.

"Audrey. May I inquire as to our destination?" He said stiffly clearly uncomfortable.

"I have no idea. Wherever strikes my fancy I suppose. I'm sure you have something to say about that as well."

"Affirmative. I would just like to point out to you that it is a highly inefficient method."

Audrey sighed. "I'm just trying to get you to try out new things, Spock. It is a great method to create memories I have found. We're going to a new place and a new day… I'd like to make memorable moments with you Spock and this is my way of doing that."

Spock seemed contemplative after her response, but before he had the chance to respond, the rain began to finally pour down on them. A grin appeared on Audrey's face as she grabbed Spock and said, "Let's get out of the rain! Ah!" Spock found her laughter as they ran through the streets to be a most welcoming sound. He felt… happy that someone was that happy to spend time with him.

They finally stopped at a small café nearby and sat down at a table. "Oof! That was fun!" Audrey exclaimed her eyes shimmering with happiness. Spock enjoyed watching her. Although he would never admit it, Audrey's wild ideas and spontaneity was not as dreadful as he first imagined it would be.

"I highly doubt that statement. Neither of us have brought the appropriate gear in this situation and it would be hazardous to go out in this weather as it may seriously be detrimental to our health." Audrey continued to keep smiling.

"You know… I know."

Spock raised an eyebrow. "Know what exactly, Audrey?"

She propped her elbows on the table and rested her head on her hands. Leaning forwards she said simply, "I know that deep deep deeeeep inside you had fun. You'll never admit it, I know. But deep deeeep inside you know you wouldn't want to be anywhere else."

"Fascinating. It seems that you are now under the impression that you have acquired a superhuman ability to 'read my mind' as it were."

Audrey's eyes opened slightly bigger in shock. "Did you… Did you just make a joke?"

Spock's facial expression did not change from its stoic position but his eyes glinted with mirth. "It seems, Audrey, that you are easily impressed."

"I'm just… flabbergasted." She laughed. Suddenly a shiver came over and Audrey could not suppress it. It was colder than she thought it would be. Quickly Spock took off his outer coat and placed it on Audrey's shoulders. "You don't have to do that," she protested but was silenced by a singular look from Spock.

"It would be illogical to allow you to harm your health when it could be prevented easily."

Audrey smiled and quickly ordered a hot chocolate with lots and lots of whipped cream. She looked to Spock and asked, "Anything you want Spock? It's on me."

"No, thank you. I do not indulge."

Audrey shrugged. "Awww. Come on. Try a hot chocolate! I bet you've never had one. They're divine!"

Spock hesitated. "You are correct in that I have never had a… hot chocolate." That was all the encouragement Audrey needed as she ordered a second one.

"Why do you feel the need to indulge on such sugary goods?" Spock inquired as the hot chocolate was placed in front of Audrey and Spock.

"It makes me feel good. Plus it makes me feel even better when I have good company to share it with." She smiled at him as the rain made soft pitter patter noises as it hit the window next to their table. "Try it!" Spock hesitantly took a sip of the brown liquid.

"It is… acceptable."

Audrey's eyes lit up. "I'm so happy that you like it!" Spock felt a warm feeling while watching Audrey talk about various things in her life. She asked about his life on Vulcan, how he had spent his time before he had met her, and what he had hoped to do in the future. It was… nice having someone outside of his family wanting to know without casting judgment on his decisions or wishes. "You know, this is our special place now. I don't know about you but I believe we've made an unforgettable memory here."

Spock simply raised an eyebrow as he took another sip of the sweet liquid. "Indeed." And since then, the two had always met at that café that they found in the pouring rain ordering the same hot and sweet chocolate seeking the same thing that they had been searching for that first day: unforgettable memories.

2257 – November 16th

Spock was waiting in the professors' lounge as per usual for Audrey. He sat quietly contemplating the nature of their relationship. Introduced to him by Nyota, he had found Audrey to be a quite impulsive and complex human. At first, he found her to be quite illogical but now, he was quite accepting of her. He found her amusing and quite easy as a companion. Somehow she had wormed her way past his defenses and he couldn't help but let the slight tugging of his lips take control as he thought of her.

Audrey ran in panting and began to apologize profusely for being late. They had begun to set up daily meetings after their classes in the professors' lounge to simply discuss their days. He found it trivial at first, but soon found the conversations… stimulating.

"I'm so sorry Spock. That dolthead of a student of mine just continues to drive me crazy!" She began ranting.

"No apology necessary, Audrey. This is an informal meeting as set by you and me. Academics triumphs over other personal matters and we as professors both know and understand that."

Audrey kissed him quickly hello before she continued. Spock found this gesture comforting knowing that it was her way of reassuring him of her friendship for him. "Spock, you're really wise you know that? Where do I get that sort of knowledge?" Audrey asked her frustration dissipating.

"Logic is a very wise mentor." Spock said stoically.

"You're sounding really philosophical today Spock. It's kind of weird." Audrey started laughing.

"I have been… indulging by reading human philosophical texts of late," Spock admitted. Audrey couldn't help but smile like a fool. They've gotten quite close despite the time span and although it surprised Audrey still when he would open up to her as he did now, she was happy nevertheless. The two began to discuss their days and how sometimes they would wonder how certain students were admitted. It boggled the mind. They casually discussed their classes when suddenly they heard a loud crash coming from outside. It was then accompanied by loud angry yelling.

Spock and Audrey immediately went to go check the situation. Outside stood a large cadet hovering over a blonde haired young man trying to intimidate him into submission. "You two! What are you doing there!" Audrey called out rushing over. Nearing the two cadets, Audrey realized that the smaller cadet was Jim and after Jim made what she assumed to be a smart remark the other cadet grabbed Jim's collar and shoved him against the wall.

"You better walk away, farm boy," he hissed.

Jim cocked his head and had a cocky grin on his face. "Why? So you can continue to harass the poor girl? For a coward, you sure talk-" Jim was cut off abruptly by a sharp punch to the stomach. He grunted and hunched over his face grimaced in pain. The larger cadet grabbed him by the cuff of his uniform and pulled Jim up straight again. "Got anything else to say, smartass?"

"That all you got? Punch like a girl too huh?" Jim gave out a rough laugh and soon felt a rock hard fist colliding with his face. He tried to swing back this time and hit the cadet but he didn't have enough power behind his punch to make a lasting hit. It earned Jim another punch to the face and a kick to the stomach.

"JIM!" Audrey sprinted towards the two and jumped in between the two, right before the punch landed and braced herself for the hit. It didn't hurt as much as others thought it would but it did snap Audrey's head to the side upon impact. There was a deafening silence that followed and the first to react was Jim. He was horrified when he saw Audrey jump in between them and then furious afterwards. All he wanted to do now was to rip apart the cadet into shreds.

Jim tried to move around Audrey to get at him while roaring his heart out but Audrey turned to stop him. However, due to how close they were, Jim's flailing hands managed to hit the other cadet snapping him out of his daze. It incited anger once again in the large cadet and he moved to grab Audrey roughly and force her out of the way. But before he could, Spock grabbed the offending hand by the wrist and twisting it eliciting a yelp of pain. Efficiently he flipped the cadet over his shoulder and shoved his knee into the back of the cadet twisting his arm around his back.

Spock leaned in and coolly said, "Do not dare touch the Commander. I will have you punished for your offending actions, cadet. I suggest you cease your struggling there is no possible solution resulting in your favor."

In a few moments, a security team came by alerted by others and took the cadet away. Jim and Spock explained the situation. Apparently, the cadet had been harassing a poor girl and would not take no for an answer. That's where Jim came in and intervened. Unfortunately the situation went south and resulted in what Spock and Audrey had witnessed.

Jim walked over to Audrey and inspected her face. "I'm sorry, Professor. I've let you down." He hung his head in shame.

Audrey smiled and put a reassuring hand on Jim's arm. "Wasn't your fault Jim. I'm glad you stuck up for what's right. Wouldn't have expected any less from my student. Now let's get going to the hospital wing."

"Nah I'm fine prof."

"Who said you needed to go? That little fucker hit me hard!"

Jim grinned. "Sure thing, prof. I'll get you there in one piece."

A doctor treated Audrey's wounds and released her. She and the doctor had already dismissed Jim telling him that she'd be fine. Although he had been skeptical, she was able to persuade him to go. Rubbing her face and making her way out of the medical wing, she failed to notice the tall figure dressed in black waiting for her.

"Audrey." Spock said in his deep voice.

Audrey smiled. "Hey. You were waiting for me? You didn't have to…"

"It was only logical that I wait for you in order to insure your safety."

"Awww… You were worried about me? You know, you can just say that." Audrey nudged him playfully.

"I am simply insuring your safety, Audrey, as it seems that you cannot do that yourself." Spock said defensively. Others wouldn't have picked up on the slight tensing of his muscles and the change in tone that made it obvious to Audrey that her words had an effect on him. Audrey laughed and hugged him.

"Thanks, Spock. Thanks for defending me." She buried her face in his chest. To be honest, she was really worried about Jim. These days, she had grown to be really attached to Jim and she felt responsible for him.

"The apology is not necessary. While I am confident that you could have dealt with the cadet, it was my pleasure in neutralizing him." He awkwardly rubbed her back in an attempt to comfort her.

Audrey smiled and Spock could feel her smile against his uniform. "You're welcome, Spock. That's all you have to say." Audrey felt a slight warm feeling in her as she felt him hold her back. She felt safe in his arms.

"You're… welcome, Audrey."

2257 - November 30th

It was raining again in San Francisco and Audrey had once again forgotten her umbrella. "Shit," she said aloud looking at the pelting rain bullets coming from the sky. It was absolutely pouring and there was no way she would be able to make it to the office without getting soaked but she had little time. "Fuck it," she said to herself and ran at full force across weaving past the cadets trying to get out of the rain as well. She felt the water soak into her uniform and her hair quickly becoming damp. It was cold and biting chilling her to the bone.

Audrey made it to the building housing her office and tried to shake as much water off of her as possible. But she couldn't help but shudder a bit as the cold set in while she walked to her office. Just as she was trying to type in the passcode to her office while trying to warm herself up she felt a warm hand grab her wrist.

"Audrey, what is the meaning of this?" Spock spoke calmly. He seemed troubled by her disheveled appearance.

Audrey smiled timidly trying to suppress the shaking. "I didn't have an umbrella…"

"Evidently." He had a look of disapproval in his eyes but also a tint of concern. "Follow me." Spock led her to his office down the hallway and retrieved a towel as she stood in the middle of her office. The sound of teeth chattering could not be heard in the silent office. Quickly he wrapped her in a large towel and rubbed her arms to warm her up. However, it was not enough and it was imperative that he got her out of her wet clothes.

"You must get out of these wet clothes. They are only worsening your condition."

Audrey nodded trying to warm herself. "But I don't have any spare clothes with me… Actually I only have a pair of shorts."

"That will suffice. I keep a spare shirt in my office. You may use it." Spock passed her the uniform black shirt and Audrey took it gratefully. She walked into her office and quickly changed into the dry clothes. The shirt was very large on her slight body but its dryness was welcomed.

Once changed, Audrey heard a knock on the door. "Come in."

Spock came in with a steaming mug of hot chocolate and set it on her desk. "It is extremely hot. I suggest you wait for it to cool before consuming." Audrey smiled and gave him a hug and kiss on the cheek thanking him. However, she couldn't suppress a slight shudder that was from the cold. Instinctively he wrapped his arms around her pulling her closer to his body. "Your body temperature is much too low for a human."

Audrey tried to wriggle out of the embrace. She wanted to stay there but she knew the boundaries and even if Spock was unaware she didn't want to hurt anyone's feelings.

"Cease your struggling. The likelihood of you falling seriously ill is statistically very high and the most efficient method of conveying heat is through bodily contact." Spock justified pulling her back into his embrace. Although his voice was cool, Audrey heard the concern laced in his tone and she couldn't help but melt back into his embrace. She found herself never wanting to leave as Spock gently rubbed circles into her back.

"You always seem to be rescuing me, Spock." Audrey whispered.

"If you need my assistance Audrey, I will always be there to lend it to you." He said before slightly pulling away to look into her eyes. "Despite the concerning increases in frequency." As Audrey looked at him back, she realized how magnificently deep his eyes were. She saw the playfulness in his eyes and smacked him lightly. He pulled her back to him to warm her back up again.

Eventually Spock left her office after she kissed him goodbye and she sat in her chair bundled with a blanket sipping her hot chocolate. The hot chocolate and the rain brought back memories of the café they now frequented, and of all the other sweet memories they had made along the way. Thinking of the way he first asked her why she kissed him hello she brought her fingers to her lips. It brought a small smile to her lips and a giggle escaped. She could still feel the softness of his cheek against her lips…

Then she caught herself. What in the world was she doing? She stared at her hand almost horrified. How could she even imagine or think such a thing about Spock? He was her friend's boyfriend and Audrey had even played an active role in getting them together. And yet here she was…

Falling for Spock. Wait. Did she just think that? Was she falling for him?

No it wasn't possible. It was just the weather and cold getting to her she told herself. Shaking her head roughly she tried to shake the dangerous thoughts from her mind.

The next chapter is on its way! I've already started writing it! Please review!