So if you read Behind Enemy Lines (and Aria and Ezra fanfic) then you know that this is the second of four post I'm gonna be doing tonigh- this morning... dang. Anyway, if you did not know that then I should probably explain. I decided to write four fanfictions idea based of songs. I had the idea when I was listening to Falling In by Lifehouse and I wanted it to be for a PLL couple and Spencer and Toby kept coming to mind. It's not a songfic but there is an italicized lyric or two at the beginning and end of the story. Italicized quotes are past conversations. Non italicized quotes are happening in the present.

If you're cool with Hanna and Lucas, look for Basket Case and if you're cool with Em and Maya, look for Adore. I think that is all I need to say, well... type. Basket Case is coming up next!

Every time I see your face my heart takes off on a high speed chase…

"I think… I think I'm falling in love with you."

Spencer Hastings had most likely been falling for Toby Cavanaugh since she was first partnered with him for their foreign language course. They hadn't started off on the best of terms, she finding him first to be mysterious, then annoying; him seemingly loving to get under her skin.

She also thought him to be strange. Always the spoken to rather than the speaker, and always the observer. So she asked a question.

"Why are you always so… understated?"

"Why shouldn't I be understated?"

That was how he answered her questions, with a question, and it annoyed her to no end. She knew Toby knew this as well and simply smirked when he knew he had irked her. That smirk gave her butterflies.

"I don't know why… or even how, but… I am."

After what happened with Ian, when the town was judging her and her friends… they talked, and she'd finally got what he meant.

"Why show your real self to all the fakes in this town?"

She looked up from her French book at him, pausing in her writing to listen.

"They don't want to know anything about you, they just want to judge you. It doesn't matter who they think you are. It matters who you know you are."

She smiled up at him before saying one word.

"Understated."

He smirked, giving her butterflies again.

"It's better that way."

"The more I get to know you, the harder I fall."

They'd become friends over the passing months, but it was getting harder to ignore the feeling. She stayed up at night thinking of all the ways he took her breath away. That's when she started to realize just how much she liked him. She liked spending time with him and getting his insight on things. Toby was winning her over.

"You're different."

She said that out loud accidentally one day while thinking. They were lying in her bed after completing their homework. Spencer had her arms folded in front of her, the left side of her jaw pressed against her folded arms.

He turned to her, lying in a similar fashion, except the right side of his face was lying on his arms.

"Am I?"

She glared at him and he smirked in response.

"You're different than I thought you'd be."

She admitted to him. He didn't respond, choosing to gaze at her with slight amusement, so she continued.

"There's something about you that's…"

"That's what?"

She shook her head slightly and shrugged a bit.

"I don't know."

She knew… she just wasn't ready to say.

"Okay."

His response though accepting sounded understanding. Like he was in her head and knew what she was thinking. Another thing that she adored but hated.

"But when you figure it out, let me know."

He smiled at her and she smiled back.

"Okay."

"I've never felt this way about anyone before."

When the Ali situation was finally over; A. and Ali's killer, Toby was there. The entire town was, but she spotted him out of dozens of faces. She walked towards him and he slipped under the yellow tape at the scene to meet her halfway. She ran over and hugged him. His arms around her making her feel safe.

"It's okay. It's over now."

His whispers comforted her. It was all over.

She pulled back a little, but not from his embrace. His blue eyes bore into her brown ones and suddenly her lips were on his. She let her hands grip the sides of his jacket as his finger slid through her hair. He was kissing her back with just as much intensity and the feeling was overwhelming. She broke the kiss and stared at him before a police officer came over to take her down to the station.

She avoided him for a week and a half. She couldn't believe she kissed him. It was a pretty emotional night, but she didn't expect that to happen. So many thoughts ran through her head. Did he feel the same way? Why did he kiss her back? He had to at least like her to have kissed her back, right?

She didn't like the feeling of uncertainty, but for the first few days of that week and a half, it was way better than rejection. But when the uncertainty started eating at her more than rejection, she had to know, and Spencer had to know right then and there.

She climbed out of bed, in her pajama pants and a tank top. Throwing on a jacket, and sliding her feet into her slippers, she grabbed her phone and shot him a text before heading to his house.

That's what it came down to. Spencer. Standing in his driveway. At midnight. Totally and completely scared. She hated being scared.

"You just going to stand there?"

He had a twinkle in his eye and that smirk as he asked her, dressed in pajama pants and a short sleeve white v-neck. She slowly began walking through his front yard towards the porch where he was sitting. He had his legs stretched across to the other side of the steps, his right leg crossing over his left. He uncrossed them and moved his legs, placing his feet on the third step below so Spencer could sit beside him.

The look in his eyes as he watched her walk over made her feel as if she was being looked through. He seemed to know her better than she knew herself. He could read her but she couldn't for the life of her figure him out. She just knew she wanted to be with him.

She took a seat next to him, letting her legs stretch straight across the steps. She kept her hands gripping the edge of the top step, her palms applying pressure to the step and arms stiff.

"What was so important that I had to get out of bed and meet you on outside at midnight?"

She turned to him, recognizing the knowing tone of his voice, and the way he looked at her was making it hard to breath. If she didn't say it now, she probably never would. So she did.

"I think… I think I'm falling in love with you. I don't know why… or even how, but… I am. The more I get to know you, the harder I fall."

He copied Spencer's pose, resting his hands against the top step, but didn't break eye contact, unless she did. Then he just stared at her hair, or the side of her face. He let her continue talking.

"I've never felt this way about anyone before."

There was a long pause, Spencer turning to stare in forced interest at his front door. She turned back to him locking eyes again. She almost didn't want to.

"I really wish you'd say something so I don't look like a total idiot. If you're going to reject me, that's fine. I-"

He kissed her lips softly, letting the moment, the feeling, last for a few seconds before pulling away.

"Is that how I'm different?"

She smirked and chuckled.

"Yeah."

She brought her right hand up to his cheek and kissed him again.

Don't be scared it's only love, baby, that we're falling in…