AU where there is no A and the girls are still in their senior year of high school. Emily is still in the closet, and Ali is harboring dark secrets as usual.

"Ali, what happened to you?" Spencer and Emily stared at the blonde who had just whirled into the room in shock. She looked shaken, discomfort rolling off her in waves.

"Jason just had his stupid friends over again," she huffed angrily, her eyes averting Spencer's inquisitive gaze and finding the floor to be more comforting.

"Ali did someone hurt you?" She looked up to hear sweet Emily's voice filled with worry, and nothing short of concern. The way Em's forehead creased with concern worried Ali so she shook her head and plastered an indifferent look on her face.

"No, I'm just annoyed. Do you have anything to drink?" she asked Spencer who raised an eyebrow before shaking her head.

"No, just water. But my parents are asleep, and Emily was just leaving so-"

"You can come with me," Emily interjected, her eyes showing Ali that she didn't buy her lie.

"Okay, whatever."

X

Emily drove into the night as Ali fiddled with the radio until she came across a loud, sexual song. Out of the corner of her eye, she watched as Ali's eyes flashed from discomfort to desperation to mischief in a matter of seconds. Ali put her hand on the swimmer's thigh and when Emily looked at her, she just flashed her mischievous grin. Emily blushed furiously and her grip on the wheel tightened as she continued to stare ahead.

"Em, what's the matter?" Ali asked knowing full well the effect she had on the swimmer.

"It's just…I don't…Ben…"

Ali frowned at the mention of the swimmer's name. She'd been testing Emily's limits lately, and she didn't know how much longer it'd be before Emily ended her 'playfulness' because of her boyfriend.

"Ben what?" Ali cooed as she slid her hand up Emily's thigh and used her thumb to rub the soft skin. Emily's breath caught in her throat and she looked too nervous to speak.

"Ali…I don't…"

Ali retracted her hand with a smug smile as they pulled up to Emily's house, satisfied that she'd complicated the swimmer's breathing.

"Calm down Em, geez."

Emily blushed even more as Ali nonchalantly hopped out of the car and waited to follow Emily into the house. Emily's head was buzzing with uncontrollable hormones that she couldn't will away, no matter how hard she tried. Ali always messed with her like this, often making fun of Emily later. But she loved the focused attention on her from the devious blonde. She was just afraid one day Ali would go too far, and she herself would lose it, and she'd ruin everything between them and Ben and everyone would find out and-

"Em?"

Emily snapped out of her daze and hadn't realized she'd already entered her bedroom. She watched as Ali shut the door behind her, her expression unreadable. Her voice had been soft, almost shaking. The swimmer tilted her head curiously. She rarely saw this side of Rosewood's queen bee.

"Yeah?"

Ali's eyes showed an internal struggle as she dragged her words out.

"Do you, um, I mean," she huffed in frustration.

"What is it Ali?"

"You care about me right?"

Emily just stared at her expecting more to the question.

"I mean like, I know we're friends, but you're not just friends with me because you're afraid of me right? You know I care about you, don't you?"

The blonde looked troubled as Emily stared at her confused.

"Of course Ali," she said quietly. Ali didn't look like she believed her. "If I was afraid of you, I wouldn't have invited you over."

Ali laughed emptily and shook her head.

"Why'd you ask?" Emily asked as she sat down on the bed and waited for the blonde to sit next to her but Ali instead came and stood between her legs in front of her.

"I just wanted to make sure you knew," Ali said softly and genuinely before that teasing glint returning to her eyes. "You're my favorite, but you knew that." Her hand came up and caressed Emily's cheek.

Before Emily could respond, Ali leaned down and pressed their lips together. Emily was shocked at first, but the haze in her brain returned immediately as Ali's soft lips moved against hers and she almost forgot to kiss her back. This wasn't their first kiss, or second, but all the others had been drunken fun and Ali always teased Em about it the next morning. But Ali's kiss grew intense quickly, and she shoved her tongue in Emily's mouth hungrily as she climbed onto the bed, both knees on either side of Emily. Emily's eyes widened as she realized what was happening and she pulled away. The look in Ali's eyes was determination mixed with need.

"Ali I can't-"

But Ali's lips were on her neck and Emily gasped as teeth scraped her skin. It took a lot in her to pull away but she did. "But Ben-"

Ali pulled away, scowling. "Shut up Em and just fucking kiss me."

Emily stared in shock, not used to the harshness in her voice or the crude bluntness. Ali's eyes widened as if she just realized the gravity of what just ensued.

"You don't want to kiss me?"Ali asked, her voice steady with a hint of desperation that showed in her eyes as well.

"No…I mean…I…I'm dating Ben…" Emily lamely argued knowing she damn well didn't care about kissing Ben. She was so confused. Yesterday Ali had been talking about how hot Noel Kahn was, and now she was demanding for Emily to kiss her.

Ali let that settle in for about two seconds before she smirked and got back that devious, seductive look on her face. She scooted off Emily and laid down on the bed.

"Okay, you're right," Ali said. "I'll just take care of myself right here."

Before Emily could register what was going on, her jaw dropped as she saw Ali's hand slip down her shorts and a low, quiet moan escaped Ali's mouth as she touched herself and her eyes shut and she arched her back. There were terrible thoughts running through innocent Emily Field's mind that she felt guilty over and had trouble processing as Ali bit her lip and kept moaning slowly moving her hand.

"Mmm Emily, you should feel this-"

Ali couldn't finish before Emily was hovering over her, kissing her hungrily- all guilt be damned. She could feel Ali smirk into the kiss and so Emily pulled her bottom lip with her teeth and sucked on it as Ali moaned into Emily's mouth. Ali's body relaxed knowing she could still get what she wanted from Emily, her sweet Emily. She flipped the two of them over and kissed Emily again, softer and sweeter this time and watched as Emily's eyes fluttered. Ali pulled back gently and sighed and rolled off facing away from Emily, guilt flooding her body. Her mind was a wreck, and she gripped the sheets and pulled them up her body frustrated.

"Ali?"

Emily's angelic, tiny voice piped up nervously after a few silent minutes and Ali's heart hurt a little hearing the pain behind it caused by her.

"It's okay Em," Ali whispered willing the swimmer to go to sleep. Her voice was void of malice or manipulation. She tried to be as sincere as possible. Though she couldn't see Emily, she could feel Emily's nerves radiating. She knew the swimmer was confused and hurt by her for so long now. She sighed and reached behind her, grabbing Emily's hand and bringing it around to hold to her chest. Emily was tense at first and relaxed as soon as her hand landed on Ali's bare skin and she felt the beating of Ali's heart as she drifted into an uneasy sleep.