Author's Note: Just a little bit of background on how Spencer came to be Carly's guardian. For the purpose of this fic their mother died two years ago and their father's name is Gregory.(I don't think he has a name in canon. Does he?) Inspired by discussions on LJ at the groovysmoothie. Oh... um, I think my Spencer bias/love might be showing a little here. Or a lot. I can't help myself. This is just a simple little fic, although I'd kind of like to write more based on this now, and get to a place where I can include Freddie. Maybe. Someday. UnBeta'd.
Disclaimer: As cool as it would be to say I was, I am in no way affiliated with Nickelodeon or Dan Schneider. I own nothing at all.

July 22nd, 2006.

Sam Puckett pulls her best friend into another hug. She feels like she's hugged Carly a million times in the past few months, and Sam's never even been much of a hugger. Carly has needed hugging though, and well, that's what best friends are for.

"Thanks Sam," Carly says, returning the hug.

"They won't make you leave," Sam says.

"They might. My Aunt Rita wants me to come live with her in Ohio. She was talking to my dad today." Carly says sadly, pulling out of their hug.

"Ohio is like a million miles away. You can't go there." Sam says.

"I can if they make me."

"You can live here! My mom will never notice!" Sam suggests, grinning and proud of herself for coming up with such a perfect plan.

"I can't live with you!" Carly protests.

"Why not?" Sam asks.

"Because... because that's not how it works. I think I have to live with someone in my family."

"Nah. Look we'll just tell them you moved to Ohio or Alaska or wherever, but then you can sneak away and live here." Sam says.

"I think they'd notice!" Carly protests.

"They would not!"

"Sam!" Carly says.

"Ok maybe they would." Sam concedes.

"Yeah." Carly says, sitting down on Sam's bed.

"Well... what about Spencer?" Sam says, sitting down next to Carly.

"Spencer?"

"Yeah can't you live with him? He's like a grownup."

"I don't think there's any room for me in his apartment." Carly says, screwing up her face.

"Well doesn't the Navy pay your dad like tons of money? Maybe he'd buy Spencer a new place? Oooh or maybe Spencer could come live at your apartment."

"Maybe. But-" Carly stops and shrugs.

"But what?" Sam asks.

"Spencer's not like a real grownup. He's only," She pauses to think, "twenty four."

"So? My cousin Molly is only twenty three and she has three kids." Sam says.

"I thought Molly was in jail?"

"Nah. That's Missy." Sam says, shaking her head.

"Oh."

"Yeah. So see? Spencer could be your grownup. He could watch you."

"Yeah but...what if he doesn't want me?" Carly asks, looking sad again. Sam throws an arm around her,

"Of course he'd want you," she says.

"You don't know that."

"Sure I do. You and Spencer get along great."

"Yeah but now he's all sad about Mom, and him and Dad whisper all the time."

"See? That proves it!" Sam says triumphantly.

"What?" Carly asks.

"If he's whispering with your Dad, that means your Dad thinks Spencer is grownup, which means you can live with him." Sam says, grinning.

"Not if Spencer doesn't want me to," Carly says stubbornly.

"If Spencer doesn't want you to live with him I'll have to beat him up." Sam says.

"Sam! You can't beat up Spencer."

"Sure I can. I can't let my best friend leave."

"You can't beat up Spencer," Carly repeats, laughing a little.

"I could, but I won't have to. He'll want you to stay with him Carls."

"How do you know?" Carly asks.

"Cause I do. I just know."

"I hope you're right," Carly says.

"I always am," Sam says, and Carly rolls her eyes, "and I really will beat Spencer up if I have to," Sam says, making little fists with her hands. Carly giggles, which makes Sam giggle, and soon they're both laughing so hard they can barely breath. They don't stop until Sam's mom comes and says it's time for Carly to go home.

July 23, 2006.

Spencer Shay collapses down on the couch next to Hannah, his girlfriend of three years.

"How are you holding up?" She asks, laying a hand on his arm.

"Terrible." He says truthfully.

"I'm so sorry baby," she says, and God Spencer is tired of people telling him how sorry they are. Their sympathy doesn't help him fix his family, or make any of the descions he's had to make since his mother passed away two weeks ago.

"Dad's leaving in five days," Spencer replies. It's all he's been thinking about; what he's going to do when his father leaves again. Gregory Shay has been home for the past six weeks taking care of things as his wife's cancer worsened, as she lost consciousness on the last few days of her life, as they made funeral arrangements, as they talked to a parade of relatives, and as they tried to figure out what to do now.

"Are you ready for that?" Hannah asks.

"No. Not really," Spencer says, then he takes a deep breath, "I told him I want Carly to stay with me."

"Spencer-" Hannah starts, but Spencer cuts her off.

"I know you don't think it's a good idea. But I do."

"You can't raise an 11-year-old girl, Spencer."

"She's my sister." Spencer says flatly.

"I know that and I think it's very sweet that you want to help your family, but be realistic." Hannah says.

"I am being realistic. It's the best thing for Carly."

"The best thing for Carly is to live with an unemployed 24-year-old guy?"

"The best thing for Carly is live with someone who loves her." Spencer shoots back.

"You have relatives, aunts and uncles, grandparents. They love Carly too."

"But she barely knows them, and they don't live in Seattle."

"They're adults. They can take better care of her." Hannah argues.

"The last thing Carly needs right now is more change. Moving across the country, or even across the state, to be with people she doesn't know that well is just going to make this all harder on her." Spencer says. Hannah sighs,

"Well, what did your father say when you told him? He can't possibly be ok with this," She says, sounding frustrated.

"Actually he said he was proud. He says taking on this responsibility will be good for me. He suggested we live in the loft," Spencer says.

"I don't think either of you realizes how big this is." Hannah says, frowning, "What about your art? What about your life?" she asks.

"Raising Carly doesn't mean I can't make art." Spencer shoots back, matching her frown with one of his own. She doesn't seem to understand how important this is, and he can't figure out how to make her see.

"Raising Carly would change your life!" She says.

"I'm aware of that!"

"I don't think you are! She's a little girl! You're a young guy, you have friends and a hot girlfriend. If Carly lives with you, it will mean changing your whole lifestyle." She says.

"I'm ok with that."

"Are you?"

"Yes. Look, taking care of my baby sister is more important than beers with the guys, or parties or-"

"Or me?" Hannah says, cutting him off.

"What?" Spencer asks, thrown.

"I can't support this one Spence," She says, looking resigned and a little sad, "If you're really serious about this then-"

"Then what?" he asks, cutting her off.

"I was there when you dropped out of law school. I held your hand when you called your dad to tell him. I've been at every art show you've ever been in. I helped you paint your crappy apartment, I slept there and never once complained about the rats, even when you named them. Hell, I even slept there when you didn't have a bed." She says, sighing and running a hand through her long red hair when she stops.

"That sleeping bag was romantic and Loopy and Tailey are adorable," Spencer mutters, pouting.

"No it wasn't, and no they're not, but that's not the point Spencer."

"What is the point?" He asks.

"I've put up with some crazy things, and it was always worth it, but I can't do this. I can't support this one." She says.

"Are you breaking up with me?"

"I don't think I have a choice."

"Of course you do. You love me. So you should stay with me." Spencer says.

"It's not that simple."

"Sure it is, I know taking in Carly is a big step and I know it will take some getting used to, but I'm ready for it, it'll be ok."

"Yeah but I'm not ready for it," Hannah says, "I can't do it Spencer. It'll change everything."

"It doesn't have change us."

"Yeah. It does. I'm sorry." She says, a few tears slipping down her cheeks.

"You're really serious?" He asks.

"You're really going to raise Carly?"

"Yes."

"Then yes." She confirms.

"I can't change your mind?" He asks, waggling his eyebrows and trying to smile. It's a weak attempt and they both know it.

"God I'm gonna miss you," She says, shaking her head.

"I wish you weren't doing this," He says.

"You're not giving me a choice," She says.

0000000

Hannah is the first of many things Spencer looses over the first few months of his new living arrangement. In some ways she was right, it is a big change, a bigger change than Spencer thought it would be. There are friends that stop talking to him because he doesn't' have every weekend free anymore, because he doesn't have any weekends free anymore. There are art projects that never get finished, because Carly is sick, or sad or a million other little things that get in the way. Eventually Spencer learns to adjust his creative process to the daily in and outs of living with a middle school girl. Eventually he and Carly fall into a sort of rhythm, and Spencer doesn't miss the things he's lost anymore. He doesn't even notice them.