Part I

"Hey, Carly?" Sam yelled, looking around the empty apartment.

The couch was unoccupied, the TV was left on, the computer had already gone to a screensaver, and Spencer's latest artwork lay out on the kitchen floor, only half-painted.

Sam closed the door behind her and glanced up the stairs. All of the lights were off up there. She then wandered to the foot of the stairs, but stopped when she saw Spencer sitting on his bed in his room. She watched him for a moment, then hesitantly entered his room a little farther.

"Hey… Spence?" she greeted, taking a couple of steps toward him before stopping.

He looked up as if he just noticed she was there. A darkness in his eyes quickly vanished. "Hey, Sam. What're you doing here?"

"Me and Carly were supposed to do something today. She told me to come by around three. Where is she?" Sam explained.

Spencer's mouth fell into a frown. "Oh. She uh… she left. We got into an argument again and she left somewhere with Freddie, I guess."

"Oh," Sam muttered, her spirits falling. She felt a pain in her chest as she watched Spencer's eyes fall back down to his folded hands, the worry creasing in his forehead.

Carly and Spencer had been fighting a lot lately. They hadn't even fought nearly this often until just a little over a year ago. As Carly, Sam, and Freddie entered freshman year in high school, Carly had begun to hang out with other friends a lot, going to parties and spreading her wings. She and Sam were still best friends with a successful webcast; they just didn't like the same crowd anymore. Carly liked to sneak out every Friday or Saturday night to parties, leaving Sam asleep on the couch. She liked to "try anything once," and Sam had even caught her and Freddie making out once. She was starting to realize how many guys really did like her and wanted to date her. She changed a lot, and eventually began disobeying Spencer's simple rules. Things had only gotten worse once she turned sixteen. Even after Spencer threw her a sweet sixteen party and allowed all of her invited guests to dance and party in the apartment, she got angry and argued with Spencer when he wouldn't let her have a keg and "just not tell anyone about it." And lately, she seemed to think that being sixteen gave her complete freedom – she didn't even listen to Spencer about anything anymore.

Spencer sighed, still staring down at his paint-stained hands. "I don't know what to do, Sam. She's just so… not Carly."

Sam nodded. "I know exactly what you mean."

"I mean, I see you more often than I see Carly. She's always out, she doesn't listen to me… What did I do wrong? She used to love hanging out here with you and Freddie… now it's like it's too boring for her," Spencer said.

Sam took a couple of hesitant steps closer to him. She understood what he was saying. They had spent several dozen nights sitting on the couch in the dark, watching late-night TV as they waited for Carly to get back from "studying" at some girl's house. And somehow, Sam now felt closer to Spencer than she even felt to Carly. The only time she really saw Carly and got to spend time with her lately was on the day of their weekly "iCarly" shoot, and on the Friday or Saturday nights before she snuck out to a party. And when they talked, it was like Carly wasn't even listening. She was always texting or talking on the phone to some other friend, or just staring at you, like she was waiting for you to finish.

And as much as she hated admitting it… Sam felt like she was starting to see Spencer as more than just her best friend's big brother.

"Well, I don't really know what's happened to her lately… It's like she doesn't really appreciate us anymore," she said sadly, tucking a strand of blonde hair behind her ear.

Spencer slowly looked up at Sam with sad eyes, then scooted over on his bed and patted the empty spot beside him. "Come sit down, Sam."

Her heart beat a little faster. She crossed the rest of the floor to Spencer's bed, then carefully sat down next to him. He smelled of paint and Axe cologne. Her eyes met his as they gave each other exhausted looks.

"I'm just really tired of dealing with her, and worrying about her, and trying to tell her how dumb she's being and just getting yelled at for it," Sam confessed, looking back down at his hands.

Sam looked away, focusing her attention on the wall a few feet away. "I know."

"I'm glad you're not like her," he said a little quieter. "I don't need to worry about both of you."

Sam smirked and looked back over at him. "You wouldn't have to worry about me. My mom does enough of that for anyone."

Spencer chuckled. "Yeah, but… that wouldn't keep me from it. Just imagining Carly at some stupid high school party, and then you with her… I'd have heart problems before I was thirty."

"Well, Spence, I guess we can just say that Carly and I are two totally different sixteen-year-olds, as much as I hate to admit it," Sam said, leaning back and resting her hands behind her on the bed.

Spencer nodded, then looked back over at Sam, his brown eyes meeting with hers again, holding the gaze. "I'm kind of glad about that… I mean, I miss my sister, but at least I have you to spend time with."

A shiver ran up Sam's spine. Now she knew she wasn't imagining what she felt – the sexual tension between her and Spencer. It had been there for weeks now. Whenever their eyes met, it was so strong… And whenever Spencer said something like that, something that just seemed like it meant so much more, Sam could tell. She wanted to believe it, but she also felt foolish. This was her best friend's brother… She couldn't be having any feelings for him! They'd known each other for over three years now, they'd told each other so many things, and besides, he was so much older than her…

"So… do you want to leave since Carly isn't here? I'm sure you have somebody else you want to spend today with," Spencer asked after an awkward silence.

No, I honestly don't, Sam thought, but just blinked and smiled a little. "Well, not really. But I'll leave. You probably want to get back to work on whatever that is in the kitchen."

She started to stand up, but suddenly, she felt a large, warm hand gently grab onto her wrist.

"No, stay – please," Spencer told a surprised Sam. "I just - I'm not used to not having anyone here to talk to. It'd be cool if you could just hang out for a little bit. You could even help me with my sculpture… if you want."

Sam slowly nodded, then glanced down at her arm. Spencer quickly brought back his hand, smiling. She sat back down and looked at him. "That sounds great, actually. So… you want to go into the kitchen and get to work?"

Spencer shrugged, picking up one of his pillows and tossing it at Sam's head. "We could do that – or we could take a nap!"

Sam laughed, catching the pillow and throwing it back to him. She was glad he was acting like Spencer again, cracking jokes all of the time. "Yeah, I don't do so well without my blanket."

Now Spencer laughed as he set the pillow back down behind him. Sam's smile still lingered as his happy chuckles faded away, staring into his brown eyes. It was something about him that just made her happy, even when she was missing her best friend.

Suddenly, she felt his hand sliding closer to hers on the spot between them. Before she knew it, his fingers were over hers, and her face felt hot. She glanced down at their hands before looking back up at Spencer, who had a question in his eyes. His hand then reached under and grasped onto Sam's. She swallowed nervously, but gave him a small smile, trying to act confident. She was honestly confused on the inside, but she was trying not to show it – trying to just go with her gut feeling. And her gut feeling was telling her to go with this, to see where Spencer was taking it.

Before she knew it, his hand had slipped from hers and was wrapping around her waist, pulling her closer to him. She obeyed and scooted closer to him, their legs now touching. His hand rested on her hip, and he gazed at her hopefully.

Sam's face was looking up at Spencer, but the next thing she knew, her eyes were closed and her lips were waiting to feel his, her head inching closer to his. He was doing the same, cautiously placing his lips on Sam's, kissing her softly. She leaned into the kiss and started kissing him back, blood rushing through her veins at full-speed. Spencer's hand tightened on her hip, and his other was resting on her knee, pulling her slightly closer to him. She followed his pull and soon found her side pressed into his, their kisses becoming deeper and more passionate.

Spencer's hand began creeping up Sam's leg, making its way from her knee to her thigh, resting for a moment. When she noticed it beginning to move again, she quickly raised her hands and gently pushed Spencer away by his chest. She opened her hazy, blue eyes and saw his. She took a quick breath.

"Spencer…"

He gulped and nodded, blinking. "I know… I'm sorry. I don't know – "

"No," Sam interrupted. "Don't apologize. It's just that… well, I thought that tension between us – I thought I'd only imagined that. I mean… I'm Carly's age. You're her big brother."

"I know," Spencer said, shaking his head. He placed his palm on his forehead, looking more confused and stressed than ever. "I really do… I just – I've been ignoring this feeling and all this tension because I thought it was wrong. But you're always the one that's here with me; you've been there for the past year. You may be sixteen, but you don't seem like it when I'm with you."

A spark lit up inside of Sam. "Yeah?"

Spencer brought his hand down and looked at her with soft eyes. He nodded, raising his dark eyebrows. "I never thought I could see you as anything more than another little sister, but I really do. But – but if you think it's wrong, or if you have someone else or whatever… Just tell me. I just… kind of acted on impulse there."

Sam looked down sadly. "I don't have anyone else. That guy, Simon, dumped me weeks ago… He liked Carly. That's what he decided after dating me for a month."

Spencer frowned. "Didn't you tell me…?"

Sam quickly nodded, remembering that night a few weeks ago when she and Spencer had been hanging around the apartment, waiting for Carly to get home, and the cable went out. They had ended up talking, and then playing some stupid games, one of them including Truth or Dare. Spencer had asked Sam how far she'd gone with a guy, trying to make it sound like he was imitating a teenage girl, when in reality, he really was a bit curious. Before thinking about it, Sam had told him that she'd gone all the way with Simon, her boyfriend of almost a month. That game ended in a conversation where Spencer had tried to hide his jealousy with a lecture about Sam being responsible and careful. She didn't really understand his sudden worry about her.

"Well, I'm sorry… Some guys are just scummy like that. I wish you'd have found one of the few that aren't like that," Spencer said quietly.

Sam looked up, a little surprise on her face. "Thanks, Spence. I guess you can't find a guy like that around here, though, huh?"

"Yes, you can. You just have to look for him," he said, then hesitated, staying silent.

She watched him for a second, letting the silence fall over them. "I don't have a problem with it, by the way. I'm just afraid of what Carly would think, and Freddie."

Spencer's eyes brightened a little. "Yeah, I understand. I-I probably shouldn't have done that anyway. It's a stupid move. I'm probably just confusing both of us more – "

His words were quickly cut off, however, by Sam's lips once again on his. She scooted closer to him again and took his hand in hers. After getting over the initial surprise of it, Spencer gave into the kiss and gently wrapped his arm around her, holding her close. Their free hands grasped each other's, both rested on Spencer's leg. They continued to kiss, all thought of their age difference or of Carly completely leaving their minds for that moment. All Sam could focus on was Spencer's soft lips, tasting of fruit punch and… paint? She didn't really question it; it was just another attribute of Spencer, something she'd always relate to him. And as his tongue gently ran across the line of her lips, her heart beat just a little faster – which was also something she'd always relate to Spencer.

"Hey, Spencer, has – "

The two jerked apart, their eyes snapping open. They turned to the doorway of Spencer's bedroom, where the voice had come from. There stood Carly, with Freddie standing faithfully by her side. They both stared in shock and awe at the scene before them.

to be continued...