This story is an AUish, starting at the end of the school year the summer before Ali goes missing/The Jenna Thing. This puts the girls at about 14/15. There will be a major time jump coming up several chapters in, but this is just the beginning ;) I want this story to be a little more mysterious than my previous stories so I won't give you too many details yet. It will, like my others, feature plots/lines/things from the show... but more on that later ;)

I don't believe I've seen anything too similar to this on FF, but hopefully my creative brain keeps it different enough, if there is one out there, that you stick around.

ENJOY! Let me know what you think please!

I do not own Pretty Little Liars.

Toby Cavanaugh had always been sort of an outsider in Rosewood. His mom had been battling cancer since he was young, finally losing the battle the year before. Regardless, Toby had been forced to grow up fast. It made him more mature than the other idiots in his grade, and his interests were always a little bit offbeat anyways. He didn't like the same music as other people, didn't like getting drunk and stupid, and found it hard to socialize. He was naturally shy and insecure anyways, especially at a gawky sixteen.

So being bullied wasn't exactly a foreign concept to him, but for the most part, he was left to himself, just the way he liked it. But ever since his new step-sister had moved in, he had gotten a lot more attention. She had only been at the school for a few weeks and already she was incredibly popular and social, the center of attention. Almost as much as Ali and her four best friends Aria, Hanna, Spencer and Emily.

There was something about Alison DiLaurentis. She was a complete bitch but somehow everyone did whatever she wanted. She had dirt on everyone and she always used it to bend their will into doing her bidding. But still, they all worshipped her, looked at her like an angel sent from heaven. All the boys wanted her and all the girls wanted to be her. She could charm the pants off anyone. She and Jenna obviously didn't get along; they were too much the same.

But regardless of his new step-sister or that he never did anything to anyone, Toby found himself being shoulder-shoved by one of Rosewood High's most popular guys, Noel Kahn, in the hallway. It sent his books flying and Toby himself into a locker.

"Oops, sorry Cavanaugh, better watch where you're going." Noel cackled as his other jock friends guffawed next to him and the other twenty or so kids in the hallway laughed as Toby quietly crouched down to gather his stuff. He wasn't one to retort and it was better to suffer this sort of punishment in silence.

Apparently not everyone felt that way however, since a tall brunette stepped out from the crowd, her expression one of disgust. Toby realized in surprise that it wasn't targeted at him but rather the team of idiots.

"Noel, seriously? Maybe you should get your inner ear checked because your coordination sucks. Just because it's off season doesn't mean you get to go around being a tool in the hallways."

Noel and his friends oohed, laughing at her now. "Spencer Hastings… I never thought I'd see the valedictorian stick up for the school loser."

Spencer raised an eyebrow at him, her arms crossed defiantly across her chest. "And I never thought the school's leading Neanderthal could even pronounce valedictorian, let alone use it in a sentence. Isn't life just full of surprises?" she replied sarcastically.

Noel rolled his eyes at her and gestured for his friends to follow him away. The rest of the students in the hall cleared off too, knowing the show was over.

Toby had no idea why Spencer, one of Ali's puppets, was defending him of all people. They had barely exchanged two words and they had gone all through school together. He had had four classes with her over the years and never once had she even offered a friendly glance in his direction. He didn't think she was evil; they just ran in different circles.

Spencer bent down next to him to help him grab the last of his stuff. He had stopped to watch the show like everyone else, and his face blushed red when he realized it was obvious.

"Sorry… you don't have to help me…" he muttered under his breath, awkward as all hell and cursing himself for even speaking. He wasn't good at talking to people, especially her. She was one of the populars; she automatically had high expectations of people and their social skills. She was just naturally intimidating.

Spencer smiled and apparently noticed his embarrassment.

"Hey, don't sweat it. It happens to all of us. These Rosewood zombies may act like they're above it, but it's always an act in this town."

"Aren't you one of them?"

Toby realized a beat too late he had offended her. He didn't mean to be so guarded, but he didn't understand the girl in front of him. He had known Spencer Hastings since elementary, but this was already the longest conversation they had ever exchanged. She was different than he expected.

Her voice was softer now. "I guess it depends who is looking." she said wistfully, getting to her feet and passing his books back to him. Their hands brushed and Toby nearly swallowed his tongue, expecting her to flinch away in disgust. She blushed slightly but didn't look upset in any way.

"Sorry. I didn't mean to be a jerk-"

She shook her head, smiling slightly now. "It's fine. I know how everyone here views me. I could change if I wanted to, but I don't."

Toby smiled his first genuine smile since Jenna had moved in the month before. "You should never change who you are. Plus it's not like you don't have friends. You're obviously doing something right."

Her smile grew at that. "Thanks. I never see you with anyone. I don't know why though, you're-"

Toby was cut off from finding out what exactly he was when Jenna strolled by with her giggly posse. She waved her friends on and clutched onto Toby's arm, causing him to flinch on reflex, his face suddenly a shadow of the previous one.

"Spencer Hastings. I didn't know you were buddies with my step-bro." Jenna said sickeningly sweet, smiling wickedly.

Toby felt his face heat up. He knew Spencer was going to run, finally realizing that she was talking to HIM of all people.

"Sorry Jenna, I didn't see your name on him." Spencer replied politely, her voice even, but challenge was sparking in her eyes and caused Toby to smile a little. Who in the hell was this girl? Challenging the popular guys in school and now Jenna? She had guts.

Jenna's smile turned thin-lipped with impatience, it turning into more of a grimace now. "Oh Toby's all mine. He knows it."

Toby shifted his weight uncomfortably, remembering with pain what she was referring to. He hoped Spencer wouldn't catch on to what she was alluding to.

Spencer nodded, observing her opponent carefully. "Right. Well, I think your clones are waiting." she said pointedly, flashing her a popular-girl-level-fake smile.

Jenna seemed surprised at her attitude and finally let it go. "I'll see you tonight, Toby."

Toby clenched his teeth, knowing what was coming for him. He didn't blame Spencer though. Jenna would do whatever she wanted.

Jenna rejoined her girls. Spencer scoffed once she was out of earshot. "No offence, but your step-sister gives me the creeps." she told him, glaring over at the green-eyed brunette.

Toby had to laugh out loud at that one and she smiled broadly at the sound. "Yeah, same here. You have no idea how scary she can really be."

"Spence! We're going to be late!" Aria called from her locker a few feet down the hall. She was trying to curl her pink hair strands around her pencil, oblivious to Spencer being in the middle of a conversation.

"I better go." Spencer said awkwardly, not having realized how long she had spent chatting with Toby. "Try to shove 'em back next time, Cavanaugh."

He smirked. "Thanks. You know, for all of your help."

She smiled sweetly. "Sure."

She waved and headed towards her friend, before spinning on her heel and grabbing his arm. He jumped in surprise and she giggled a little.

"Sorry. I just… this might sound weird. But do you want to grab coffee after school? At the Grille or something?" she asked apprehensively, looking nervous for his answer as if he might blatantly reject her. "I mean, I was going there to study but I figured if you wanted to get away from psycho Jenna we could hangout."

He was obviously surprised, but smiled a little bashfully. "Uh yeah. That sounds great. Four?"

She smiled, unconsciously sighing in relief. "Perfect. I'll see you then."

Toby rushed around his room after school later that day, wondering if Spencer would notice if he changed into a better shirt. He didn't want to look like he was trying to impress her, even though he was. He decided he should. He could always tell her he got a stain on the other one or something. Well no, he didn't like lying. But this whole thing with Jenna had made him get into the habit of doing it.

Even if Spencer did notice, what was the harm? So he wanted to impress her. So what? What guy wouldn't? She was beautiful and she must know it.

Toby threw his books in his bag, putting the smallest amount of cologne on. He just didn't want to smell bad. It's not like he was trying to be a walking Axe commercial…

He grabbed his mp3 player and snuck out of the front door before Jenna or his parents could notice to start the walk over.

Toby walked everywhere. He was saving up to buy a motorcycle. He had both his driver's license and his motorcycle license, but getting wheels was a little bit more work. He hoped to have one by the summer. He briefly wondered if Spencer liked motorcycles.

He shook the thought out of his head. Why was he suddenly so obsessed with this girl? So, they were hanging out. So, she had helped him out earlier. That's what friends do, right? He didn't want to ruin his first friend in forever by coming on too strong.

Upon arriving at the Apple Rose Grille, he saw Spencer through the big window, swaying her knees back and forth on the stool as she leaned back to appraise her work, her face filled with concentration. He stared for a few moments, observing her bend back over her work as she looked between her papers and textbook and neatly wrote out some notes.

Taking a deep breath, Toby entered the small café and settled next to her.

She smiled warmly up at him when she noticed his presence. "Hey. I'm glad you came." she told him honestly.

He smiled in return as he pulled out his books. "I appreciate the invite. Didn't think I'd show?" he asked, sort of surprised at her comment.

Spencer shrugged. "It wouldn't be the first time I've been stood up."

His expression of bewilderment made her laugh.

"Why does that surprise you so much?" she teased.

He shrugged as he flipped to the appropriate page. "I don't know, you're… you. I mean, just look at you." he accidentally blurted out, and then kept his eyes clearly focused on his work so she couldn't see how embarrassed he was.

Spencer squirmed in her seat next to him and he felt the prickle of insecurity and fear that she was bothered by his idiotic confession.

"You're so sweet." she finally said softly, and he was startled when she squeezed his hand affectionately.

He smiled, but still couldn't look at her or he'd do something stupid. He hated that he was so jumpy, especially around her, but he figured it had to do with Jenna always surprise attacking him. If Spencer noticed, she didn't say anything.

But Spencer was beautiful, and it would be too easy for Toby to get lost in it and do something stupid like kiss her. She was long and slender, but in a graceful, elegant way. She had dark brown hair that went halfway down her back when in its usual wavy tresses and perfectly sculpted eyebrows. Her ivory skin was flawless and she had careful angles to her face, with pouty, medium-pink lips. Her teeth were perfectly straight and white and her smile was charming, lighting up her deep mocha eyes. She was athletic so her body was definitely toned in all the right places, making everything she put on look sexy. Toby shook this thought from his head, hating his hormones for even letting it cross his mind in the first place.

"So what are you working on?" Spencer asked conversationally, inching her stool closer to his so their knees were touching.

Toby swallowed. His heart was hammering in his chest. Why did this girl have so much power over his body?

"Calculus." he responded, mortified that his voice shook a little. He was so damn nervous. No wonder he had never had a date before. Spencer was so calm, cool and collected. As if she wasn't fazed by anything, least of all him. Although the latter part probably was true. And it's not as though this was actually a date.

"Oh, you're working on proofs? I love those. I did them in my AP class last term. I just like how you know you're right at the end, because they either equal each other or they don't."

Toby was a year ahead of her, but it made sense that an advanced placement class would cover the same things as the year ahead.

He smiled at her confession. It was the way he felt about them too.

"Wow! Did you draw these?" she exclaimed, seeing the doodles on his notebook and pulling it away from him to let her eyes explore the rest of the markings. He scratched the back of his neck awkwardly as she stared in amazement at his work.

Drawing was something he just sort of did. Sometimes to distract himself, to deal with stuff, or just for fun. Whatever the reason, it was something he really didn't show many people. It's not that he thought it was bad, he just didn't feel the need to show off or brag or anything.

"Yeah, just something I've always done." he finally replied with a shrug.

"You're amazing!" she told him enthusiastically, shaking her head in disbelief as she grinned at the beauty in front of her. "Are you going to pursue something to do with art after high school?"

Toby could barely keep up with this girl. If there was one thing he knew about Spencer Hastings, it was that she came from a family of overachievers and high education. Her parents were both lawyers. Her older sister had been as involved in academics and extracurriculars as Spencer was. He knew that wasn't a coincidence. But that meant he never would've thought he'd hear a Hastings seeming enthusiastic over an arts degree.

He was beginning to think he really knew nothing about anything.

"Well I was thinking of doing carpentry actually." he admitted.

She nodded. "Trades are always a great option. People overlook them too much. If you don't mind me saying, I think you'd be an incredible architect. I bet you're really good with wood and you're obviously decent at math since you're taking calculus."

Toby stared at her an extra beat, not knowing where this whirlwind came from. He could feel his palms practically sweating as his insides glowed with pride at her words. He had never been told anything like that. And to be told that by someone who obviously had an even brighter future… well, it made him feel special.

"Thanks. I never really thought too much about the future."

Spencer chuckled to herself, as if at some inside joke. She caught him looking and smirked. "My family is all about worrying about the future. I'm pretty sure our unofficial motto is 'why enjoy today when you can be worrying about tomorrow.'" she teased, giggling and looking far too adorable.

Toby laughed at her explanation, and it seemed to make her happy. "Your family sounds intense."

She nodded. "Yeah, that's one way to put it." she said amusedly, and they grinned at each other.

Toby felt himself relaxing around her as the evening continued. They had coffees and soon found themselves eating dinner together, studying in between talking about just about everything except the academic stuff. He found himself laughing easily with her, feeling lighter than he had in years. She was so interesting and funny and adorable. She had a way of being incredibly sweet amongst her self-assured attitude.

He wasn't sure when it happened, but once it got dark outside he found their hands were interlaced under the table. The Grille seemed to be closing so they paid for their stuff and Toby offered to walk her home. Her winning smile back at him was enough to send his heart in a fluttering mess.

They chatted more, about their favorite books, movies, music, everything. Stopping outside her huge house/mansion/whatever, Toby finally remembered what different worlds they lived in.

"Impressive." was all Toby said as he gazed up at it.

She looked a little embarrassed, like being rich was something to be ashamed of. "Yeah, I guess."

He looked back to her and saw she was standing rather close to him, their hands still intertwined.

She smiled and squeezed his hand in hers. "Thanks for hanging out with me. I had a lot of fun. Although, I'm probably going to be up until midnight making up for the time I lost." she added amusedly.

He tried to mask his guilt, but failed miserably. "Sorry."

"Don't be. It was definitely worth it."

Toby didn't know what came over him, but before he knew it, he was leaning down and pressing his lips against hers.

Spencer seemed surprised, but before he could pull back, she raised her hands to his face and met their lips again harder, more passionately.

Toby wasn't prepared for the feelings that rushed through him at her kiss and practically stumbled into her, wrapping his arms around her lithe body, tangling one hand into her hair as he kissed her with everything he had been holding back all day.

She reciprocated, opening her mouth to his. If you asked her her name at that moment, she wouldn't have been able to give an accurate answer. She was only aware of the man in front of her; his tender lips, sweet smell, loving touches. She had never been kissed this way, with so much affection. It was making her knees weak.

Finally their lungs burned for air and they broke apart, panting heavily.

"Sorry." Toby pretty much wheezed, out of breath and blown away by what just happened.

Spencer was holding onto his arm as if she needed it to steady herself. "God, Toby, don't be. Where did that come from…?"

He worried she didn't like it or thought he was just another hormonal tool of a guy, but she continued.

"I mean, Jesus, is it always the quiet ones?" she asked exasperatedly, and he had to laugh. She grinned back at him and stole another kiss. "I better head inside before my dad sends a SWAT team."

He pulled her in for a sweeter kiss than their first. Her lips were so soft. They opened to his like butter, her hands going slack against his chest.

"Goodnight, Spencer."

She kissed him again, mirroring his previous tenderness. "You're an amazing kisser, Cavanaugh. Goodnight."

She finally turned towards her house, releasing his hand.

"Spencer! Wait." Toby called then quieted as she revolved back to him. "Can I see you again soon?"

She laughed. "Of course. Here…" She dug through her bag and ripped a piece out of her notebook, jotting down something on it. "Text me later. I'm sure we can figure something out."

He smiled as she smiled coyly over her shoulder at him before disappearing behind her gate.

About ten minutes after she and Toby had parted ways, her phone beeped out.

I forgot to mention… you're a hell of a kisser too –T

Spencer giggled, hugging her body as she collapsed back on her bed in happy bliss. Never would she imagine herself with Toby Cavanaugh of all people but here she was. One day and she was already falling for him.