A/N: Yeahhh. I'm not sure what this is. It was one of those things that wouldn't leave me alone until I wrote it. I'm not crazy about it, to tell you the truth, but I wrote it and I finished it and so I figured I might as well post it. Maybe some of you will enjoy it even though it's a little different from your typical Spoby fanfic.

I'm so rude. I almost forgot to thank everyone for reviewing my last story! I may forget sometimes but I'm always extremely grateful, I promise.

Outside Looking In

He would never forget the day he first laid eyes on Spencer Hastings.

It was during the first week of classes – freshmen year, of course – and she was wearing a dark blue dress that cut her off mid thigh, revealing slim, endless legs that could turn a gay man straight. She walked into the classroom with another girl, chatting easily and laughing as they slid into neighboring chairs.

She had a confidence about her that immediately turned him on, a resilience that both fascinated him and repelled him a little. She flipped a chunk of dark hair over her shoulder and crossed her legs, tugging a little at the end of her dress. It made his breath catch in his throat. This girl made every virile part of him come alive.

"Whoa," Vincent, his roommate, spoke from beside him. "Check out those two."

Apparently he wasn't the only one who'd noticed. His eyes left Spencer for a moment to gloss over the other girl – whose name, as he would soon find out, was Megan Schaeffer. In contrast to the way the dark shade of Spencer's hair and eyes reflected each other, Megan had dirty blond hair and greenish orbs, and was wearing a flowered sundress with pink ballet flats. She was very pretty, too.

But Austin was only drawn to Spencer.

They both had boyfriends back home, he found out after making conversation with them a few times. He and Vincent had a few beers over it before deciding not to let it get to them. Relationships didn't last forever – at least not the kind that started in high school. Megan was from California, and Spencer was from some small, unheard of town in Pennsylvania. Megan's boyfriend was attending some state college near his hometown, and Spencer's didn't even go to school anymore.

It made him feel slightly better. College was a new beginning – even more so for the select few lucky enough to be attending Columbia University. Girls like Spencer and Megan ended up with doctors and lawyers and engineers. Not with carpenters. By the end of the evening, he and Vincent were drunk off their ass, and the boyfriends were deemed nothing more than a slight detour.

It was only a few weeks later that they were all walking out of class together – he, Vincent, Spencer and Megan. The four of them had become friends; they stuck together during classes, had group study sessions and hung out during rare bouts of free time. Spencer and Megan were comparing notes and giggling over something the professor had said, and Austin was about to suggest they go get something to eat when Spencer suddenly stopped dead in her tracks.

They all stopped with her, following her gaze to some guy standing a few feet away. He was leaning against a tree, his hands in his pockets and a grin plastered across his face, but it was nothing compared to the radiant smile that lit up Spencer's features. Without talking her eyes off him, she handed her books to Megan, and a happy sound erupted from her throat as she bounded over to him.

He stepped away from the tree to catch her as she leaped into his arms. They indulged in a brief but intense hug before she pulled back slightly and placed a bold kiss on his lips.

"What are you doing here?" she cried. "You weren't supposed to get here till Monday!"

He laughed. "I got the work done sooner than expected so I thought I'd surprise you."

It made Spencer laugh now too, and she threw her arms around him again.

"Aw," Megan spoke suddenly from next to Austin. "That's sweet of him."

"Why is he here?" Austin asked, a distinct edge to his voice.

"He's moving out here," Megan told him, looking surprised that he didn't know. "He's relocating his business here to be closer to her."

Before he had the chance to dwell on the ramifications of this rather unwelcome piece of information, Spencer was heading back over to them, dragging the boyfriend behind her by their conjoined hands.

"This is everyone," she told him, before pointing them out individually. "Megan, Vincent, Austin. Guys, this is Toby."

They exchanged the necessary pleasantries. Megan seemed delighted to finally meet Toby Cavanaugh, and Vincent, too, seemed polite enough; but Austin had to quench the desire to throttle the man instead of graciously shaking his hand. This guy was tall – much taller up front than he'd seemed a few feet away – and he obviously hid an impressive body under his simple cotton T-shirt, and he had the most peculiar eyes that Austin was sure made most girls week in the knees.

"I'll catch you guys later, okay?" Spencer said happily, taking her notes back from Megan and stuffing them in her bag.

They hadn't taken more than a few steps before Austin noticed Toby's arm snaking around her and pulling her close, his lips connecting with the top of her head. Her arm went around his back in response, and her hand found its way under his shirt to stroke his bare skin.

Austin looked away, feeling his stomach roll. There was absolutely no question as to what they would be doing as soon as they were alone. Probably more than once, by the looks of it.

He made a conscious effort to mellow out his tone as he turned back to Megan. "How come he's moving all the way out here? That's a pretty big commitment for someone our age."

Megan shrugged, like she didn't think anything of it. "They've been together for a long time. Apparently he only stayed in Rosewood for her, and he's actually really happy to get out of there."

"Why?" Austin pressed, trying to sound casual. "What's so horrible about Rosewood, Pennsylvania?"

"I don't know," she retorted, rolling her eyes. "Ask her yourself if you're so interested."

That shut him up, even without Vincent's warning look.

Their group dynamic changed now that Spencer's boyfriend was around, but not drastically. During the day – during classes and lectures and seminars – it was still the four of them. They would sit together, compete for the best notes and enjoy the fact that, in contrary to high school, they actually had some competition around here.

But when they hung outside of class, Spencer would often bring Toby along. After multiple dinners and a few frat parties, Austin had learned a variety of facts about Toby Cavanaugh that finally brought him to an uncomfortable realization. He was jealous, yes – God knows, there were times he felt envy corrupt his whole being like a seven-legged monster – but even then he was willing to admit he liked the guy. He was decent. He was smart. He was reasonable, and he had a wicked sense of humor once he felt comfortable enough to show it.

He looked at Spencer like she was his whole world. But neither of them was overly showy in their affection for each other. There would be a caress here and there, or a quick kiss, or a hug – not to mention entire conversations using just their eyes (Austin had noticed they could offer each other comfort with a mere look, as well as mentally undress each other, again, with a single look). But they very rarely engaged in those elaborate displays of affection that usually went hand in hand with teen relationships. Austin tried to see this as a positive. If they were really as in love as everyone seemed to think, they'd be all over each other, all the time. Right?

Wrong. It took him months to figure out what it was.

It was that they didn't need that constant reassurance. They were so certain of the role they played in each other's lives that it had become a part of who they were, and not something they had to prove to the rest of the world.

Austin had never seen anything like it.

In early December, Megan and her boyfriend broke up. The long distance thing had been weighing on them, and when some picture of him and another girl surfaced on facebook, it was the last straw. Austin and Vincent saw significantly less of the girls for a few weeks. Between exams, Megan's broken heart and Spencer's inexplicable need to fix everything for everyone, it was hard to find a little downtime to relax.

When classes started up again after Christmas break, Austin noticed that Vincent seemed to think he'd given Megan enough time to grieve. Very subtly at first, he started making his move, and Austin decided he shouldn't be surprised to see it seemed to be working. The two started dating in late February, and were exclusive not much later.

As happy as he was for his friend, Austin couldn't help but feel occasional bouts of frustration. Why couldn't the same thing happen to Spencer and Toby? Why couldn't they just grow apart, like normal high school sweethearts do, so he could sweep in on her without looking like a complete ass?

After Vincent and Megan became official, Austin decided he really needed a girlfriend, even if he had to settle for one that wasn't Spencer. He went on a few dates, had a few quick but enjoyable flings, but nothing that stuck. He started bringing girls along when they went to dinner with their little group, simply to avoid being the fifth wheel. Austin knew he wasn't bad looking. He wasn't stupid either, or poor. Getting girls had never been a problem for him.

It was just his luck that the only girl he had ever had these kinds of feelings for only had eyes for someone so unexpected. It would have been fascinating to watch if it didn't feel like his intestines were being ripped from his body. He'd learned after months and months of friendship that Spencer came from a family much like his own – republicans, wealthy, well educated and somewhat distant. She'd even mentioned once that her parents hadn't always been too fond of her choice of boyfriend. The snobbish part of him could see where they were coming from, and was even glad for it. What had this kid ever done in his life to warrant the affections of someone so remarkable? Someone with so much potential, someone who was sure to make a spectacular life for herself?

He convinced himself that he would be a much better match for her. He, too, had yet to do anything really significant with his life, but he'd gotten into an Ivy League school, hadn't he? His family had money. He had a decent shot of leaving some kind of a mark on the world. What could a simple carpenter possibly have to offer her?

He'd learned early on, however, that trying to outsmart Toby Cavanaugh was not a good idea. Sure, there were certain specific subjects that he knew little about, but in that case he always refrained from sharing knowledge and asked all kinds of questions instead. When it came to more worldly matters – politics, history, or even literature – he was perfectly up to par with the rest of them. He had well thought out opinions that can only come forth of someone with beyond average intelligence. And it always baffled Austin how much Spencer valued what he had to say. Toby was hardly one to force his ideas on other people, but during a discussion she would always ask him, "What do you think?" or "What's your standpoint on this?"

She would give him her full attention as he shared, an openness to her gaze that showed immense respect for the person voicing these thoughts. She looked at him like he was her compass for everything.

Austin was no fool, yet it took him longer than it should have to realize the relationship wasn't without its faults. It was a lot of things – it was loyal, it was giving, it was passionate – but perfect wasn't one of them. They had their ups and downs just like everyone else. Except, it wasn't like everyone else. Austin could never seem to pinpoint what exactly they would fight about, but he knew it wasn't about who cancelled a date, or who was late to what, or who was texting someone they weren't supposed to.

They fought over more personal things, which made it both more significant and more devastating. It was sophomore year that Austin overheard a conversation between Spencer and Megan, after the previous had argued with her boyfriend.

"So?" Megan prodded. "Did you guys fix it?"

"Yeah," Spencer sighed, wrapping her hands around her hot coffee. "I can't stay mad at him."

"Really?" Megan asked, laughing in surprise. "I get mad at Vincent all the time."

"Oh, I can get mad at him," Spencer assured her, smiling ruefully. "I just can't stay mad."

"Why not?" Megan demanded, seeming genuinely curious.

Spencer sighed. "Because… it's Toby. Because I always know that even if he does something I don't like, he does it because he thinks it's what's best for me. And it's just, you can't…" She shook her head. "You can't stay mad at someone who loves you that much."

Megan was silent, and Austin wondered if Spencer's brutally honest declaration made her reflect on her own relationship. Spencer quickly put an end to the moment by adding quietly, "Or at least I can't."

Her words stayed with him, though, like a life lesson. Like a permanent reminder of what he would have to live up to in the off chance of ever replacing Toby as Spencer Hastings' better half.

Junior year, Austin met Alison DiLaurentis. Actually, they all met Alison DiLaurentis, but Austin got to know her. Intimately.

She showed up at Spencer's dorm one day in mid March, claiming to be in a jam and asking to stay a few days. Austin could tell by the brunette's face that she wasn't exactly pleased with her blond friend's appearance, but the loyalty of Spencer's character simply didn't allow her to turn the other girl away.

There was an immediate spark between them, and he ended up in bed with her not 24 hours after Spencer introduced them. The day after their first round, he played hooky from all his classes and checked into a motel with her, where they spent all day having sex. Alison was inexhaustible, and he was in no position to complain.

There were a lot of things her liked about her. She was beautiful, for one. He wouldn't be a man if he didn't notice it. But it was more than that. She had that that strength to her, that resilience that he'd always been so attracted to in Spencer. Plus, the sex was amazing. Quite possibly the best he'd ever had.

There was a void in her pale eyes, though, like he could stare and stare and still never quite see the bottom of her soul. He could easily sense that behind her flamboyant exterior, she hid dark, ugly secrets. It didn't faze him. Quite the opposite – he liked complicated women. Spencer was proof of that.

"How long have you been in love with her?"

The question came completely out of the blue, and it shook him to the very core. It was almost 6 pm; they hadn't eaten anything all day that didn't come out of the minibar, and he'd been busy checking his iPhone for a nearby restaurant. He stared at her for what must have been a full thirty seconds before turning back to his phone and saying curtly, "I don't know what you're talking about."

Alison laughed, and if he didn't know better he'd think she was mocking him. "Please. You're so obvious it's pathetic. You're lucky Toby's too nice to kick your ass."

He snorted, but refrained from replying out of fear of what could come out of his mouth if he did. A minute ago, he was thinking he might finally be able to move on from Spencer, and now it took all the self-control he possessed not to strangle the girl on the other side of the bed.

"No," she said pensively after a moment, seemingly oblivious to what was going on in his head. "It's not that he's too nice. It's that he's so confident you're not a threat that it doesn't even matter."

He stared at her now, at a loss for words.

"You think he doesn't know?" She smiled nastily. "You think he doesn't see the way you look at her? He knows. They've probably even fought about it. But you still get to hang out with her. You still get to be friends with her. What does that tell you?"

His mind was still way too muddled to formulate a snippy response, so she answered for him. "It's never to going to happen, Austin. They have a connection that is beyond anything you or I can understand. On paper, they don't make sense. But in the real world? In the real world there isn't a force powerful enough to keep them apart. If you knew half the crap they've been through, you'd know."

He didn't speak, and she leaned closer to kiss his cheek. He had to fight the urge to recoil from her lips. "See you around, lover boy."

Without another glance at him, she got up from the bed, dressed and was out the door. He would learn later from Spencer that she never even returned to campus for the few belongings she'd left there. And that was the last he ever saw of Alison DiLaurentis.

Halfway through senior year, something happened. Spencer showed up for class with sunglasses on, even though it was January, and when she removed them, it became glaringly obvious she had been crying. Megan immediately took her aside, and he and Vincent stood by awkwardly as they talked out of earshot, not wanting to intrude on their girl moment, but concern prevented them from completely distancing themselves.

In between classes, Megan quickly filled Vincent it, who in turn filled Austin in.

"She got in a huge fight with Toby last night. He walked out and she hasn't heard from him since."

Austin glanced at Spencer and frowned to himself. He never liked when she was hurting.

"What did they fight about?" he heard himself ask, but Vincent merely shrugged.

"Something with her family. I don't know, I didn't get the details. But apparently it was bad."

"And Toby just took off?" Austin questioned, a note of disbelief present in his voice. It just seemed so out of character for Toby. It just seemed like such a glaring contrast to everything Austin knew about him.

Vincent nodded. "Megan told me he's done it before, and Spencer's getting really tired of it."

It was sick – the flash of satisfaction he felt at the fact that apparently Toby Cavanaugh wasn't the saint he'd always appeared to be. Austin couldn't help looking over at Spencer again. All traces of tears had vanished, but she still looked miserable. His heart clenched, and it took him a moment to realize it wasn't just out of sympathy. Part of it was hope.

Was it finally that time? Was Spencer Hastings finally preparing to let go of her childhood sweetheart and open herself up to new opportunities?

"You okay, Spence?" he asked as gently as he could as they walked out of their next class a while later.

She looked momentarily taken aback, like he'd seen through a façade she'd been trying to put on. Then she just shrugged, and left it at that.

They walked out of the building side by side, with Vincent and Megan trailing behind. He was trying to think of a way to lift her spirits without coming across as an insensitive jerk, when something out of the corner of his eye grabbed his attention. Spencer must have seen it at the same moment, because she, too, came to an abrupt halt.

The truck was the first thing he noticed – Toby's old Chevy truck that no one grasped why Spencer adored so much. Leaning against it was the man himself, though he stood up straight as soon as his eyes locked with his girlfriend's – ex-girlfriend's? – across the parking lot. There was a look of pure desperation on his face that could make a grown man cry.

Austin didn't see who took the first step, but soon they were slowly walking towards each other. As the gap between them became smaller, they started walking faster, and Austin was astonished to see her suddenly break out into a run. Toby picked up his pace too, and soon their bodies collided like magnets. He caught her easily as she wrapped her arms and legs around him, and Austin could see a few tears slide down Spencer's cheeks as their lips met again and again. He could hear that she was saying something, continually repeating the same phrase, and he strained to make out what.

It wasn't until some of the people around them started to clear out that his ears finally grasped what she was saying.

"My love," she breathed, over and over. "My love."

It was at graduation that he finally got it. That he finally grasped what had stumped him for the past four years.

Spencer was agitated and snippy – the way she got when she was stressed. In truth, it always made him a little nervous. As rational and levelheaded as she was, she was also known to fly off the handle when one too many things didn't go the way she'd planned.

He didn't know precisely what it was this time. She had been selected to give a speech at the ceremony – the only graduate to do so – and thus it was understandable that she was nervous, but it was more than that. It was something about her parents' impossible standards, and her high school friends running late, and her sister not coming at all. Whatever it was, she'd snapped at him before when he asked her how she was doing, so figured he'd better stay clear of her until the storm had passed and she was more or less herself again.

He kept an eye on her though, watching as she fidgeted, neurotically pacing back and forth while muttering parts of her speech under her breath. She was wearing an elegant dress underneath her gown, paired with heels that made him want to lick her calves. He thought back to his first week as a freshman, seeing her for the first time, thinking she was the sexiest woman he'd ever seen. Four years later, this was still true, and the effect she had on him had only intensified.

Austin became aware of a figure slowly approaching her, and he didn't know why he was surprised to see it was Toby. They exchanged a few words, and Austin could tell Spencer was venting. Toby didn't say much; he just turned her around and started rubbing her shoulders. Her face was tense at first, but gradually Austin saw some of her worry lines fade away as she enjoyed the ministrations of her boyfriend's hands.

After a few minutes, Toby took a step closer and wrapped his arms around her body, easing her back against his front. He nuzzled his face close to her, and it took Austin a moment to realize he was speaking to her. He was whispering things in her ear – things Austin couldn't make out – but whatever it was, she didn't talk back. She was listening to him, standing perfectly still, looking more at peace than he'd seen her all day.

And suddenly, she turned around in his arms. She buried herself into him as her hands went around his frame and her face disappeared into his neck. He didn't bat at eye at her sudden change of position – in fact, it was almost as if he'd expected it. He stroked her back and kissed her hair and eventually just held her, and that's when the light bulb in Austin's head finally turned on after years of darkness.

Toby Cavanaugh had an uncanny understanding of what she needed, and he didn't hesitate for a second to give it to her.

While Austin avoided her like a coward when something went wrong, afraid of upsetting her further and making it even worse for her, Toby focused on making it better. He was able to calm her in ways that seemed so evident, yet it never even occurred to anyone else. He eased her addled nerves; he brought peace to a mind that was always anxiously active.

And Austin realized that all the status in the world – all the looks, all the money, all the education – paled in comparison. He would never be able to give her what she truly needed. He doubted anyone really could. Anyone but Toby.

When Spencer stepped onto the stage a while later, she was all smiles. She delivered her speech with maturity and poise, effortlessly captivated the audience and made them laugh in all the appropriate places. Everyone hung on to her lips and knew beyond any shred of doubt that she was going places in life.

She ended her speech with thanks. "Thank you to my family," she began, "for their continued support, and for always telling me that the sky is the limit."

Peter and Veronica Hastings smiled through their perfect appearances, and Austin felt happy on Spencer's behalf that they actually looked proud of her. He knew their opinions meant a lot to her, and that they were the main reason she was so focused on succeeding.

"Thank you to my friends," she continued, "because I have been blessed with some of the most amazing friends anyone could ever ask for, both here and in high school. You guys mean the world to me."

Austin peered over at her friends from high school – the three smiling girls she'd mentioned often and had introduced him to whenever they were in town (he couldn't help being relieved that Alison was a no show. Even after over a year, he still hadn't quite got over the humiliation).

"And last but not least," Spencer concluded on a somewhat wistful note, "thank you to my boyfriend, Toby, who is… an angel." Her eyes met his across the crowd, her voice grew softer and it was as if she spoke only to him. "You're my sunshine; you're my safe place to land. The things you've done for me are out of this world, and I can never repay you, and…" Her voice caught. "I love you so much."

After the ceremony they all went to dinner with their families, but that didn't stop them from meeting up for drinks later. Their group was bigger than usual – it was him, Spencer and Toby, Vincent and Megan, and Spencer's friends from high school – and so it was only at the very end of the night that he finally caught a moment alone with her.

She wasn't drunk, but she wasn't exactly sober either. She was… happy, Austin noted, seeing her flushed cheeks and shining eyes.

"So uh… some four years, huh?" he began conversationally, desperate to have her to himself even for just a moment.

She nodded in agreement. "I still can't believe it's over. We're supposed to be real adults now."

"Oh come on, Spence," he scoffed good-naturedly. "If anyone is up for it, it's you."

She smiled softly, and his heart fluttered involuntarily. "Thanks." She cleared her throat. "Listen, stay in touch, okay?"

She engulfed him in a friendly hug, and he held on tighter than he probably should have. "Are you leaving?" he asked somewhat fearfully.

"Yeah." She pulled back to look at him. "Toby has to work tomorrow, and I'm one step away from throwing up in the bathroom. It's time."

He knew it wasn't goodbye forever, but he also knew it would never be the same again. The days when he saw her every day had come to an end, and with this realization came a sudden, desperate urge to kiss her.

But he didn't. He held himself in check just in time. Even if things were about to change drastically, he still didn't want to do anything to jeopardize their friendship. He would rather play a small part in her life than no part at all.

"We'll see you soon, okay?" she went on, throwing a cardigan over her dainty shoulders. "A few weeks, tops. Promise."

He nodded, thinking that a few weeks didn't seem like soon at all. He had a sudden flashback of sophomore year, when she'd told him (with one too many jello shots in her) that if she went over 24 hours without seeing Toby, it felt like someone punctured a hole in her heart. She said it was minuscule at first, but it would grow bigger and bigger until Toby's presence filled it back up again.

He could only conclude that "soon" was even more of a relative concept than he thought.

She kept her promise, though. She looked absolutely stunning when Austin saw her a few weeks later, wearing a simple red dress, a bright smile and an engagement ring.