A/N: WARNING! The M rating really comes into effect in this chapter as there is a sex scene. So I guess if you're not into that or it somehow offends you then... don't read it. Though I'm not sure why you would read an M story if you didn't like sex scenes? Anyway, I haven't written a sex scene in a LOOONG time, so I was pretty rusty but hopefully it isn't too horrible. Let me know what you think. Also: there are only a few chapters left and then this story will be coming to a conclusion. Yay!

Chapter XXI

"..and I know you have a heavy heart,
I can feel it when we kiss…"

Sam arrived at Bushwell and opted for the stairs instead of the rattling noisiness the elevator brought. The building was mostly silent and Lewbert must have been in the back room somewhere because he wasn't at the front desk to yell obnoxiously at her like he usually did. She reached apartment 8-C and stood in front of it for an exceptionally long amount of time. Her heart raced and she whispered out rehearsals to the closed door of what she would say.

Should she tell him she was most likely pregnant…?

"Look, Spence, I know I probably can't keep it and I know you're not ready for something like this, but…"

She couldn't even get the words to form when she was alone. How would she ever tell him in person? She decided against it. She would tell him another time – like after she'd seen an ultrasound and knew for a fact it was a real, human baby inside of her. And after they'd brought Carly back and attempted to fix things.

What she needed to worry about right now was apologizing. She felt horribly for leaving him alone for the past week and ignoring his phone calls. He was only concerned. The last thing he probably needed right now was to be left alone. Spencer wasn't the kind of guy who handled sadness well.

She thought back to the past few years she'd been around to see how he dealt with the anniversary of the death of his and Carly's mother. Carly was never in a fantastic mood on that particular day every year, but she did make an effort to keep her mind off of it and get on with her life as normal. Spencer, however, usually holed up in his room and didn't appear except for maybe one meal the entire day. Any artwork he was working on at the moment, no matter how important, was abandoned for the day as well. But in the days leading up to the anniversary, Sam would always be asked by Carly to leave her alone with Spencer for a little while. She figured they did some sort of sibling bonding thing – maybe they had their own way of getting through the day. All she knew was that they didn't get a call from their father for the whole month. And that probably bothered Spencer even more than what the day represented.

Carly, however, had never left him alone at the loft on the day itself. Sam never asked questions. But since she'd gotten to know Spencer better… she understood.

"I'm sorry I left you like that, and I'm sorry for saying all of those mean things… I shouldn't have left you alone. I need you right now, Spence. I hate admitting needing people… but I know I can trust you. I…"

She scoffed and shook her head.

"Look, Spence, I didn't mean to be so rude about it, I wasn't intending on hurting you or anything. I just needed some time alone to think. I know you need me, but…"

She shook her head again. She stared down at the ground, her blonde curls falling around her face as she scuffed the floor with the toe of her black flats in frustration. Nothing sounded right. Nothing sounded quite sincere enough. Sam Puckett had never been very good at apologizing.

Yes, she needed Spencer, but could she admit that to him? If only he'd seen the way she handled herself earlier tonight –

Except, she didn't. Not really. Freddie had saved her ass. Freddie, of all people.

How shameful - to be saved by that dork.

She tried rehearsing once more. "Spence, I love you and – "

The door in front of her suddenly opened to reveal a very disheveled Spencer standing in front of a dark loft. He stared at her questioningly.


Her mouth remained open, halfway through a sentence she hadn't gotten the chance to finish. She stared back at him, a little surprised. She didn't expect him to be awake or in the living room, let alone to hear her out here and open the door before she'd gotten a chance to plan her speech.

She immediately noticed how bad he looked. His hair was a mess and there were bags under his eyes. He hadn't shaved in a few days and he was wearing baggy, stained sweatpants and an old, paint-stained white T-shirt. There was dry paint up his arms and all over his hands. There was even some on his neck somehow.

"Spencer…" was all Sam could choke out. Her mouth was suddenly incredibly dry.

"Were you talking out here?" he asked, glancing around the hallway to check for signs of someone else.

"Um… yeah. I was talking… to myself," she confirmed awkwardly.


They stared at each other in silence for a moment before the aching in Sam's chest became unbearable. Her eyes became watery.

"Spencer… I'm sorry. I love you."

He blinked, stunned at her apology. "Wh… come in. Come on, Sam, come inside."

He ushered her through the door and moved aside to let her in before shutting it behind her. She stopped a few feet in and turned to face him. He flipped on the light switch next to the door and lit the living room up. He squinted at first, but his eyes slowly adjusted.

She opened her mouth to speak again but stopped when she noticed the room around her. Now that it was lit, she could see the extent of Spencer's loneliness.

Almost every surface of the floor and the walls was covered in newspaper, all taped together. Singular words from headlines and articles were circled multiple times with red pen and there were random paintings on some of the papers. Opened paint cans of almost every color were randomly placed throughout the loft. Sam turned around to see the sculpture that had once been in the kitchen – the one Spencer had started and never finished and had ended up knocking over in anger that night after the party – was there again and hastily put back together. Now that it had been broken and put back together, it was quite possibly even better than it had been. It appeared to be a ventricle heart made out of chipped coffee mugs, dirty, old, mismatched Converse shoes, empty spray paint cans, and… self-help books? Yes, those were self-help books, most of them authored by Dr. Phyllis and having to deal with teenagers and raising them properly.

Sam stared in awe at the piece. She knew Spencer had a knack for gluing random junk together and making it into cool pieces of art, but this was kind of ridiculous.

"Spence… what is that?" she breathed out.

Spencer scratched the back of his head nervously. "Useless Heart. Um… I… I redid what I started. I got really… lonely and… confused…"

She turned back to him for a second but had to turn around again because she wasn't done staring at the sculpture.

"…while you were gone," he finished quietly.

Sam swallowed past the knot in her throat. She faced him once more before inspecting the floor below her. She gave him a questioning look.

"Yeah…" he muttered, looking ashamed.

She sighed. "Spence… I'm really sorry I left you and ignored you. I just thought you needed some… time alone. And I needed my own space to figure things out. You know, this has been really tough on both of us… I just, I couldn't bear facing you when I felt so… disgusting. And it's my fault things are the way they are. I – "

She was interrupted when Spencer wrapped his arms around her and pulled her in for a tight hug. He held her face against his chest and tightened his wrap around her. She felt him breathe a sigh of relief and his whole body seemed to relax. She didn't say anything, she just let him hold her. Slowly, she brought her arms up and wrapped them around him as well. She breathed in that familiar scent of spray paint and Axe.

After a deafening silence, he whispered out, "You don't have to be sorry… Please don't leave me again, Sam."

She nodded against him, sniffling and trying to hold back her tears. He didn't even need her apology, he just wanted her back.

She listened to the pounding of his heart in her ear until it eventually slowed to normal. She smiled against him, squeezing him a little tighter.

She knew… this was definitely love.

He finally unwrapped his arms from around her and took her face in his hands, lifting it so her eyes met his. She looked up at him expectantly, tears pooled in her eyes. He smiled down at her weakly then leaned down and pressed his lips to hers, closing his eyes. She closed hers and kissed him back, taking a sharp breath as she tasted him.

She leaned into the familiarity of him, letting him pull her close to his body as he tried to take away the pain he sensed in her kiss. He kissed her over and over, moving his lips to her cheek and then her jawline before returning to her lips. He buried a hand into her soft blonde locks, grasping them lightly as he deepened the kiss.

Everything seemed to fall down on her at once. Her emotions became overwhelming and the tears fell down her cheeks uncontrollably. Silent sobs shook her body as Spencer held onto her tighter.

"Shh, don't cry," he pleaded, pressing her face to his chest again and trying to comfort her.

She let the tears fall freely, knowing it probably wasn't healthy to have been holding them back for so long. They soaked through and stained his shirt. He felt the wetness against his skin and it hurt him, but he didn't say anything. He let her cry, holding her protectively.

"We're going to fix everything… I promise," he whispered, kissing the top of her head. He took in the scent of her shampoo and smiled to himself, happy to have her back.

She cried against him for a short while until she felt she couldn't anymore. She sniffled and pulled away, roughly wiping her tears away with the backs of her hands. She looked up at Spencer and he smiled down at her again. She couldn't help but smile back, managing to laugh at how ridiculous she must look remembering that she'd put mascara on at the beginning of the night. He took the sides of her face in his hands and wiped the black streaks from her cheeks with his thumbs.

"Can I sleep here tonight?" she asked, her hands resting on his hips.

"I was hoping you would," he told her. "But your mom…?"

Sam looked away and shrugged. "She's been gone all week… in Mexico with her boyfriend."

Spencer looked confused. "What? You've been alone all week…? Whose car was that?"

"Rodney's," she answered. "He came over for a little bit. He's… been really nice to me."

"Oh," was all Spencer said.

"Not like that, Spence," she assured him. "He's just… been a good friend. I didn't think I had any of those left here."

"I know," he smirked. "I know you better than that. I've just been worried about you."

"I know you have. And I'm sorry… I didn't mean to stress you out any more. I thought not being around would be less stress," she explained.

"Well, it's really the other way around," he told her. "I… can't seem to get my head straight without you around here. Not to mention, my fridge has been way too full."

They both laughed light-heartedly.

"But what happened to your mom being so… protective all of a sudden?"

She sighed. "She goes through phases, I guess. It's just… when I was still in the party scene and doing all that stupid crap a while back, I came home in bad condition a lot – drunk and high and with bruises and stuff. She got really worried. I mean, she doesn't give a shit about a lot of things, but she doesn't wanna see me… end up like her, y'know? She doesn't have to worry about Mel, she knows that. And she figured if I was with Carly and over here all the time, she wouldn't have to worry about me either. But then she saw how I was acting and the kinda stuff I was doing and I guess it kind of woke her up."

Spencer nodded in understanding.

"But… I dunno. I guess she's realized that I'm done with that scene now and, of course, her boyfriends are always more important… or maybe she's just given up on me and figures it doesn't matter how I end up since she's got Mel as a sure bet. At least one kid will be a success – "

"Sam, don't talk like that. You won't end up like her – you're a great person and you've changed a lot in the past year," Spencer interrupted. "You'll be just as successful as your sister, if not more. I know it. I can see it in you."

Sam blushed. "Thanks, Spence…"

He knew it hurt her that her mother cared so much and then suddenly didn't, like parenting was a switch she could just turn on and off at will, but he also knew she'd never let on that it bothered her. He could relate… sometimes he was jealous of Carly because he knew his dad and granddad were already ten times more proud of her than they'd ever been of Spencer or ever would be. They'd never respect him as an artist. But he was also okay with that because he had so much to do with how Carly would turn out, so in a way, he was a success.

If he could bring her back around, that is.

"Can we go to bed? I had a… pretty long walk here," Sam asked, deciding it was best if she left out her run-in with Christian and Freddie.

"Yeah, let's go. I haven't slept well all week," he admitted, taking her hand and leading her to the bedroom after turning off the living room light.

They lie in bed a few minutes later, Sam stripped down to her camisole and panties and Spencer down to his boxers. Seattle was bright on Friday night and the city lights leaked in through the small part in the curtains of Spencer's bedroom window. In the streets below, there was chatter, yells, sirens and car horns as well as the occasional car alarm. But it was soothing to both of them to be in a familiar place once again and not be alone.

Sam lay on her side and Spencer wrapped his long arm around her middle, holding her back close against the front of his body. He planted kisses along the side of her neck, his breath becoming hot in her ear. She relaxed into him, feeling truly comfortable for the first time all week. His hand slipped up under her shirt to touch her soft, bare skin. His fingertips traced shapes around her bellybutton and above her panty line. She shivered, but smiled to herself.

It didn't take long for Spencer's blood to start flowing to a particular region of his body and it became obvious when Sam felt it poking against her butt. She chuckled lightly.

"Uh, Spence…?"

He quickly pulled away and lay on his back, keeping an arm flopped over her. "Sorry… it has a mind of its own. I swear, I can't control it."

Sam laughed again. "It's okay, I know."

She rolled over and gazed at him in the dim light that bounced around the bedroom. He smiled, kissing her forehead.

Taking a deep breath, she sat up and threw her leg over him, straddling him and coming to rest on his upper legs. His eyes widened in surprise.

"We don't have to do anything, Sam, I just – "

She shushed him with her lips against his, her blonde hair falling around their faces and tickling his cheeks. She slowly ran her fingers down his stomach before hooking them under the elastic of his boxers, pulling away from the kiss to pull them over his erection and down his legs. He kicked them off the rest of the way.

"Don't you – "

"No, it's gone. I took the medicine and treated it… got rid of it," she assured him before he could finish his sentence. She gave him a confident smile.

"Oh," he smiled back.

"I love you, Spence," she whispered before leaning down and kissing him again.

He closed his eyes and took in the sensation of her hand trailing down to his hardened member. Her soft, small hand closed around it in a firm grip and she slowly stroked, causing more blood to flow to the region. He swore he could feel it throbbing – he'd never wanted something so bad in his life.

He groaned. "Oh, Sam…"

He reached up and lifted her shirt. She paused what she was doing and helped him pull her shirt over her head before tossing it to the floor. He smiled at the appearance of her bare, milky skin and her perfect, full breasts. He ran his hand along her hip, admiring her curves and soft skin. He then realized she'd paused what she was doing.

"What's wrong?" he asked, noticing the worrisome look on her face.

"Spence… I lied to you…"

He furrowed his brow. "About what?"

She swallowed. "About… Simon being the only guy I've slept with…"

Spencer stopped and pulled his hand back. "Wha… recently?"

"No," she quickly assured, shaking her head. "Just… ever."

He smirked, relaxing. "It's fine, Sam. It's not a big deal. Really."

"Well… I slept with that Connor kid after Simon… and someone else a little bit after that," she whispered hesitantly. "But – I didn't lie when I said you were bigger than anything I was used to."

Spencer shrugged, unable to hold back a faint blush from her comment. "Okay."

She nodded. "I just… wanted to be honest. I'm not like that anymore."

"I know, Sam," he smiled at her, reaching up and taking the back of her head in his hand and pulling her down for another kiss.

She kissed him back and reached her hand down again to resume what she'd started. He was immediately back to his throbbing, needy state. He reached his free hand down and touched her through the thin cotton of her panties, eliciting a gasp from her against his lips. He smiled against her mouth, continuing the motion. Her hand tightened on him and he gasped as well, causing her to smile in revenge. He groaned from his throat, bucking his hips up just slightly, craving more contact.

He slipped a finger beneath the fabric of her panties and touched her without barriers. She shivered and her pace on him quickened in anticipation. His stomach muscles clenched. He was so turned on he was afraid he might finish before they even really got started.

He broke their kiss to whisper hoarsely, "Take your panties off."

She cringed. "I hate that word."

He chuckled, pecking her on the lips playfully. She stood up on the bed and struggled to balance herself as she slipped her panties down her legs and off her feet. While she did so, he craned his neck around and reached one long arm to the drawer of his nightstand, pulling it open and retrieving a condom from inside. He pulled it out and unwrapped it, tossing the packaging to the floor, and slipped the latex barrier over his throbbing erection.

Sam eyed him worriedly. "You think I'm dirty now…?"

"What? No! That's not it at all, Sam, I'm just… being careful. I mean, we kinda took a chance last time. I don't wanna risk it again, y'know?" Spencer quickly defended.

Sam nodded, pursing her lips.

I probably can't get any more pregnant, she thought to herself in dread, but didn't say anything aloud.

She forced a smile back to her lips and resumed her position, seating herself centimeters away from his aching area. She leaned down and kissed him again. He reached up and pulled her hair to one side of her shoulder so he could move his lips down her face and along her neck. She moaned through bitten lip, knowing she was more than ready for this.

Spencer grabbed both of her hips and held onto them as she raised her body and steadied herself right above him. She slowly and carefully lowered herself onto him, gasping at the sensation. He helped position her, squinting his eyes shut at the anticipated feelings coursing through his body.

Sam moaned out as she took in all of him, lowering herself until her inner thighs were tight against the sides of his waist. She placed her hands on his chest for support and began rising and falling on him. There was some friction from the condom at first, but as she got used to the sensation and her body prepared itself more, it went away. Spencer moved his hands from her hips to her breasts, grasping them firmly as she elicited more moans of ecstasy.

"Oh, God, Sam, that feels so good," he groaned, tilting his head back and closing his eyes. He focused on controlling himself, not wanting this to end too soon.

"Yeah – oh, Spencer," Sam gasped back, speeding up as the indescribable sensations pulsed through her lower body.

Spencer's hips bucked up into her, causing her to squeal from the unexpected pleasure of the spot he hit. He repeated the motion, opening his eyes and watching her squirm and shiver on top of him. He grinned, a sweat breaking out on his forehead. He grasped her hips again and pulled her down onto him harder, thrusting deeper inside of her.

"Fuck, Sam, I don't think I can hold it much longer," he whispered breathlessly.

She nodded in acknowledgement. Her fingernails dug into his chest.

Taking her by surprise, he raised her up off of him and flipped her over, having her lie on her back before he shoved himself back inside of her, now hovering over her. He steadied his hands on either side of her body and thrust into her harder each time. She raised her legs a little higher and grabbed the back of his head with one hand, the other on his back. Her fingernails dug into his skin again while the other hand grasped at a chunk of shaggy, dark hair. She was quietly squealing in pleasure, her mouth agape.

He slid a hand down to hold one of her hips, loving the feeling of her tiny frame. He thrust harder, feeling that familiar burning at the very pit of his stomach.

Suddenly, a feeling of dread overcame Sam. Her closed eyes popped open and she felt panic spreading through her. What was happening to her? She couldn't explain it, couldn't even think. He breathing quickened, but not from pleasure. Tears welled up in her eyes and she felt those sharp pains on her inner thighs and her lower stomach. Spencer didn't notice, too engulfed in his own pleasure. His eyes were shut momentarily and his breathing was ragged. He reached the hand that wasn't on her hip up to the back of her head, roughly grabbing her blonde hair and pulling on it just slightly. This only increased Sam's panicky feeling.

She didn't know why, but she was thoroughly not enjoying this anymore. She felt like she was being enclosed in a tight space; like she was on a bed of needles and another ceiling of needles was quickly falling down on her. She gasped for air but couldn't seem to get enough into her lungs. Her vision blurred and she thought she might black out.

That blond hair and his large, muscled body… His sharp hip bones digging into her as he thrust harder… The sound of his skin slapping against her own… His sweat – his disgusting, salty sweat – dripping from his head and face and falling on her chest, neck and cheeks… His grunts of pleasure echoing through the room… That warm sensation entering her as he left a piece of him behind that she just couldn't seem to scrub away with even the hottest of water…

No, she begged silently, please not now. Not again. Go away, just go away.

Images of that night ran through her head – images that rarely ever entered her mind except while she slept. It was a like a slideshow of her own pain. She couldn't force them away and couldn't turn it off. They were making this whole sensation painful. What she was enjoying and unable to get enough of mere moments ago she now wanted more than anything to end because it was causing her a pain she couldn't quite describe nor had she ever really experienced.

"Stop," she gasped, trying to raise her voice. But Spencer could barely hear her, thinking she was only moaning for more.

"St-stop. Spencer… Spencer!" she repeated, her voice finally getting louder. "STOP!"

She was crying now. At some point, the tears had escaped her eyes and were running down her cheeks, falling into her hair and her ears. Sobs filled her throat as she begged Spencer to stop.

Spencer opened his eyes and looked down at her, shocked to see her state. He immediately halted and pulled himself out of her, ignoring the rather aching need for his own release. Concern overcame him and he let go of her hair and her hip.

"Sam, what-what's wrong? Are you hurt? Why are you crying?" he questioned worriedly. Fear struck him and he was afraid he'd done something to harm her.

She shook her head, pulling away from him as quickly as she could and getting off the bed. She stood up and backed herself against the wall, sliding down to sit on the floor. Her body was shaking uncontrollably, even though she willed it with all her might to stop. She brought her knees up to her chest and shut her eyes, shaking her head and trying to rid it of the horrible thoughts plaguing her. Why couldn't she shake these images away? Why did she still feel that pain surging through her? She gasped for air but still couldn't seem to get enough.

"Sam, are you okay?" Spencer cried, standing up and rushing to her side.

He reached out to touch her but she winced away, shaking her head again. She held up a hand to stop him from trying to make any contact with her.

"I can't – I – I… I can't," was all she could choke out in between ragged breaths.

"Sam, please let me help you! I need to know what's wrong," Spencer begged her, tears of fear in his own eyes. "Do I need to call an ambulance?"

She shook her head, forcing herself to steady her breathing. Slowly, the images began to dissipate behind her eyelids and the aching all throughout her body seemed to very slowly fade away. She swallowed hard a few times, taking deep breaths as she rested her forehead against her knees and kept her eyes shut tight. She hadn't even noticed she was digging her fingernails into the skin of her own legs.


Her body very slowly relaxed and she opened her eyes. Her vision was clear again and she quickly wiped most of her tears away with her hands. She took another deep breath and looked up at Spencer tentatively. Her face was full of questions, as was his. He looked scared and desperate and his cheeks were wet.

"Are you okay?" he asked again, more calmly this time as not to startle her.

She nodded tentatively, biting her lower lip. She took in a shuddery breath.

"What's… going on?"

She shook her head. "I… I'm sorry. I got really… scared… and panicky… I dunno… I couldn't breathe…"

"You had a… panic attack?" Spencer guessed, raising his eyebrows.

She shrugged. "I dunno. I've never had one before… I was just… having flashbacks…"

Now that she was trying to explain, it hurt more. Tears welled up in her eyes again.

"Oh," he understood immediately. "Well, what can I do? Should I call someone…?"

He had no idea how to go about this. He didn't know if it required medical attention or something more.

She shook her head. "No…"

"I'll uh, I'll get you a glass of water. Would that help?" he suggested hopefully.

She nodded. "Sure."

Her mouth was pretty dry now. She watched him stand up and pull the condom off of himself on the way to the door, tossing it on the floor and grabbing his boxers to slip them on quickly. He left the room and returned moments later with a glass of water. He sat down on the floor beside Sam and handed it to her.

She took it in both hands and raised it to her lips, drinking gratefully. She downed half the glass before she lowered it and set it on the floor beside her. She relaxed, letting her feet slide down and her legs stretch out, away from her body.

"Sorry," she whispered, ashamed now. She'd ruined a perfect night between the two of them and she knew it.

"You don't have to apologize," he whispered back. "I understand. I'm just… sorry it happened. I wish I could help you some way…"

She frowned. "Me, too."

He stood up and retrieved her panties and camisole from the floor, bringing them to her. She took them and stood up, slipping them on. She sighed and approached the bed carefully, waiting to see if it would happen again. Spencer watched tensely.

She seemed to feel fine now, however, and decided to lie herself down. She lay on her side and looked up at Spencer, gesturing for him to join her. He did so, lying down behind her once more and very carefully placing an arm over her as if she were made of glass. She took hold of it and pulled his hold tighter around her, bringing him closer until they were skin-to-skin.

He sighed in exhaustion and gently kissed her neck, nuzzling his nose into her thick hair and breathing in her scent.

"I'm sorry," he whispered in her ear.

"Not your fault," she mumbled, reaching down and pulling the comforter over the both of them. "I'm… sorry you didn't get to finish…"

He shook his head and whispered, "Doesn't matter."

He was silent for a moment. "We'll fix it… everything… I promise."

She nodded, closing her eyes and taking a deep breath in, squeezing his arm tighter.

"I love you."

"…I love you, too."

to be continued…

A/N: I've never personally had a panic attack but I've been told about them so I hope that was believable enough. What did you think? Also, was the bit about Sam's mom believable? Feedback is always appreciated!