Author's Note: This is that really intense iCarly fanfiction where Spencer gets a girlfriend that I promised. It's not really intense, it's just not really...light. Not as light as what I usually write. Hehe...I'm a poet and didn't know it. I can make a rhyme anytime...but anyway, yeah, this is it. Inspired the song "Smile, Pretty" by The Charles Shaw Project. Listen to it, fo', it's wicked.

Disclaimer: I do not own iCarly or The Charles Shaw Project or their songs. So, don't sue me. Can you imagine how embarassing that would be, sueing some teenage girl and standing in front the judge and saying "She's trying to say that she owns iCarly/The Charles Shaw Project, but I do. She's just a little liar-face." And then the judge is like, "What do you have to say to that?" and the girl is like "Um, yeah, they own it. I don't remember ever saying otherwise." and then everybody laughs at you and the judge is like "Court adjourned!" and then your lawyer's like "Pay up." That doesn't sound fun, does it? No. So don't go there, man. Just don't.

I had barely stepped out of the shower when the phone rang. I knew my roommates wouldn't answer it, so I wrapped myself in a towel and caught it on the last ring.

"Hello?" I asked, out of breath from running around, trying to find one of the cordless phones that always floated around the house like ghosts who didn't quite know what to do with themselves in the house they were in and would rather be haunting someone else's house.

"Kylie?" I recognized the voice on the other line, but it wasn't the peppy voice I had come to know, but it wasn't exactly depressed or angry either; it sounded...dead. Shut down. Like, whoever's soul had once inhabited the body that was producing the voice was hiding from some sort of pain.

"Yeah...I'm here, Spence."

"Kylie...my mom, she..." I drew in a breath. Spencer's mother had been suffering from some disease or other that I could never pronounce. She was supposed to be getting better, but...

"Spence? Spencer? Spencer, what's going on!"

"She...she's gone."

"I..." I gasped. I couldn't imagine anything worse than losing your mother. "Oh, Spencer." my eyes started tearing up, even though I hadn't known the woman myself. I couldn't imagine what my boyfriend must be going through at the moment.

"Yeah." he answered helplessly. "Last night. Can you please come over? I..."

"Yeah, of course, Spencer. I'll be there as soon as the laws of physics will allow." No, sooner, screw physics, this is important.

"Thanks, Kylie."

"No problem, Spencer. Hang on for me, I'll be there in a bit."

"Okay. Bye."

"Bye."

Click.

I ran into my room and grabbed random articles of clothing off the floor. As I was pulling on my jeans, one of my roommates, Raine, walked in.

"Everything okay, Kylie?"

"I gotta go."

"Where's the fire?"

"Spencer...his mom just passed away."

She gasped. "That's horrible."

"Yeah." After my jeans were on, I threw on a dark blue tank top. Then I pulled a white off-the-shoulder top on over it because it was cold. Stupid Seattle and it's never-ending fog.

"Tell Spence I'm sorry, yeah?"

"Yeah, of course." After my socks were on my feet, I pulled on a pair of converse high tops and, grabbing my messenger bag, ran outside.

I caught a bus to Spencer's side of town and ran from the bus stop to his apartment complex down the street. I pressed the intercom button.

"Lewbert! I need to see Spencer!"

I heard a scream, then "YOU WOKE ME UP!"

"Sorry, Lewbert. It's Kylie Reynolds, I need to get in to see Spencer Shay."

"Hmm, let me think, NO!"

"I'll give you twenty bucks!"

"Fifty!"

"Thirty!"

"Deal!"

The doors opened, I ran in, tossed him the cash and ran up the stairs; the elevator would not be fast enough today.

Of course, I changed my mind about fifteen stories up, but too late to go back now. I kept going and finally, somehow, made it to Spencer's apartment and knocked rapidly.

"It's open." I heard.

I came in and ran towards Spencer, engulfing him in a hug.

"Hey, Kylie." he said in choked voice. I looked up at him (He happens to be six foot one, and I happen to be four foot ten. Funderful.) and saw that he must've been crying, from how red his eyes were.

"Oh, Spencer." I said.

After awhile, I let go, and Spencer then sat on the couch cross legged. I joined him, and he turned on the tv. I raised my eyebrows at him.

"You wanna talk about it?" I asked.

"No...not yet. Thanks."

"No problem. Just tell me when you're ready."

So we sat there, looking at the tv but not watching it, until I fell asleep. I woke up about an hour later, and heard sobbing. I looked over and saw Spencer sitting, still cross-legged, sobbing quietly, his face in his hands.

For the third time that day, I said "Oh, Spencer." and went to go sit in his lap, hoping I hadn't crossed a boundary. He didn't even seem to notice. I hugged him for awhile. He hugged back and then, gradually, he stopped sobbing and said, "Okay, I'm ready now."

"I can't believe she's gone." he started. He said how shocked he was, she was supposed to be getting better, he wanted to be angry at someone but knew that there was nobody to blame, it was a crime that lacked a criminal, he said. And he doesn't know how he's going to do this. It's like he's in Hell. And then she was so wonderful, and she had to leave and it shouldn't have been her time so soon, she was so kind and thoughtful and funny..."She was a lot like you, actually."

I looked up at him. "Really?"

"Yeah. She had a smile that just lit up a room...and she knew exactly what to say and when to say it to lighten up an intense situation." I smiled. That was exactly what I wanted to do. I wanted to make him laugh and forget about it, I wanted so badly to make him stop hurting, but I knew I couldn't do it. All I could do was sit here and hurt with him and wait for the storm to pass.

For the first time in what seemed like eternity, he smiled back. "That's it, Kylie." he said. "That's the one I'm talking about."

I smiled wider. I would smile for eternity if it helped him even a little.

"Kylie? Do you think...I mean...would you..."

"Yeah?"

"Never mind."

"Tell me."

"Would you stay over tonight? I mean, it's not like...I know...we won't, we'll just stay out here tonight, I swear..."

"Spencer, I know you aren't that kind of guy. Of course I'll stay. There nothing anyone could do to make me walk out that door until you're ready to be alone."

He hugged me. "Thank you." he whispered.

"You're welcome."

I turned around then, because I was getting uncomfortable, and leaned up against him. We fell asleep like that. The next morning, when we woke up, the first thing he said was "I think I'm gonna ask Carly to live with me."

"Mmkay."

"You okay with that?"

"'Course, Spence."

"You know I won't be able to spend as much one-on-one time with you."

"Well, yeah."

"And that's okay?"

"I understand. Things are gonna change. I get it."

"You sure?"

"Yeah. I promise, I won't leave. Not even if you wanted me to"

"I'll never want you to leave."

I made a promise, and I fully intended to keep it. But I couldn't blame Spencer for breaking a promise, because he never actually promised. It was implied, though.

"Kylie...I need to talk to you about something."

It was a year later.

"Yeah?"

Spencer was doing better; it is amazing how much good taking care of Carly was doing for him. I guess being responsible for another human life was good for him.

"I...need space." he looked at me sadly.

"Oh." I said. "Okay then."

"And you're okay with that."

"Of course I'm not okay with that, Spencer. You have nothing but space. But what can I do? Just know that I meant what I said...I'm not leaving. I'll leave the apartment, and I'll leave your mind, but never think that a few words make me go back on what I said. I'm not leaving your side. If you ever...ever need me...just call me."

"You'll get a new boyfriend." he said. Despite him being the one to end it, he did not seem enthusiastic at this prospect.

"Yeah. Maybe I will. And I'll still care about you, Spence."

He didn't answer. I took that as him meaning he couldn't reciprocate. I wasn't going to show it in front of him, but I was hurting. Bad.

The only sentence that may have given that away, though, was meant to be a continuation of my last.

"...Because unlike a lot of people in this world, I mean what I say."

He'd been looking at his feet, but at this point he looked up to see me leaving the apartment. I distinctly heard an eleven year old Carly asking "Spencer, what's wrong?" before I left.

I haven't gone back.

Either he hadn't needed me, or he thought I was a liar like him.

But if he did need me, I'd be there in a millisecond to sit with him and smile until his world was bright again.

Because, as I said, if my smile made things more bearable, then I would smile until it was frozen on my face.

(Spencer's POV)

I didn't know what else to do.

She was perfect.

We...were perfect. Together.

We were close.

She understood me.

She made things so much easier.

I relied on her.

And that scared me.

I was an idiot. Everyone knows that when you lean on something, and it disappears, you fall.

The only things that kept me from falling were Carly, and the thought of her smile.

And I never forgot her.

The other day, I ran into her at the supermarket.

After exchanging greetings, she asked how I was doing.

"I'm...I'm okay." I didn't mention that the only reason was that I had never forgotten her smile. She smiled then. My memory didn't do it justice. I couldn't hold onto to that level of brilliancy for long.

"You?"

"I'm good."

"Good."

She smiled wider, and then said good-bye and left. I distinctly wanted to run up and turn her around and kiss her and hold her and never let her go like I did before.

But she was doing good.

I would not screw that up, no matter how much pain it caused me personally.

Carly came around the aisle at that point.

"Who was that? She looked familiar."

"That was Kylie. I used to date her."

"I remember her now. She was cool. Why'd you break up with her?"

The truth was, I was scared of how close we were. Scared that I'd lose her, like I lost my mother.

But all I said was "Because I'm an idiot." and ran around the corner.

"Kylie."

"Hi, Spencer." she turned around. She seemed like she'd been expecting me.

"I-" I started to talk, but realized there was no point. She knew. She knew what was wrong and why I did what I did and what I had to say. She knew. She wasn't psychic, it was just written all over my face.

She walked over and kissed me.

"I wasn't lying." she said.

"What?" I asked.

"When I said I wouldn't stop caring about you...I never did. I wasn't lying."

I smiled. "I wasn't either, you know."

"What?"

"I wasn't lying when I said I'd never want you to leave. I was just..."

"Scared?"

"Yeah."

She kissed me again.

Carly came around the corner at that moment, looking at the shopping list. "Spencer, why do we need-" she saw us and turned red.

"Oh, so guys are back together, then, huh?" she said brightly.

What a perceptive child.

I waved. Kylie turned around and smiled. When Kylie couldn't see me, I motioned for Carly to leave. She did.

Kylie turned back to me and I wrapped my arm back around her.

"Thank...for everything." I said.

"No problem." she answered.

"Can I ask one more favor from you?" I asked.

She looked at me a little uncertainly.

"Sure..."

"Smile for me."

She smiled, though whether it was to oblige my request or because my request was just something that made her smile, I'll never know.

I don't care.

She smiled. It's brilliancy lit everything back up again. It hadn't been that way since she left. Nothing had been quite right since she left, but now she was in my arms and smiling that beautiful smile.

All was right with the world.