A/N: The original character Hannah here was stolen, with permission, from jannikajade and her story "Sacrifices" you NEED to read it if you haven't. Except this story is a kind of in an AU world compared to that story. But only a little.

Disclaimer: Don't try and tell me I own iCarly. I don't.


Hannah and Spencer are smiling and laughing at nothing in particular, falling over each other, being silly and giggly, and having such a good time their sides hurt. When Hannah can breathe again, she looks happily at Spencer, who is still giggling sporadically. "Will you marry me?"

Spencer giggles once more before he can talk. "What? Are you serious?"

She nods, grinning wildly, "Spencer Shay, will you marry me?"

He stares at her with his mouth open for a few seconds, unable to form words. "I don't know what to say."

"Say yes!"

He grins back at her reassuringly, "I don't know if I can."

Both of their faces fall at the same time, and she asks, bewildered, "What?"

He doesn't know either, brow furrowing in confusion. As far as he knows, he meant to say, 'I would love to marry you,' but his gut tells him otherwise. "I – don't – know if I can."

Her eyes are filling with tears now, "Is that a no?"

"No – no no no! It's not a 'no'. It's just … not a yes." Spencer looks back at her helplessly, "I want to say yes, I do – but I don't know why I didn't. And I don't know why I can't." He wipes away the tear rolling down her face, "Can I think about it for a little while?"

She nods and stands up, "Yeah. I should go – I'll see you later."

He follows her to the door and catches her by the elbow before she leaves, kissing her goodbye, "I love you." Hannah just smiles and kisses him briefly in response.

The door bangs shut, and Spencer makes his way to the couch where he plops down. He stares up at the ceiling morosely, "Why do I have to suck?"

---

Three hours later, he hears the door open and doesn't move. After a few steps, he tells her, "Carly's not here."

She shrugs, going into the kitchen for a root beer, "Oh well." Spencer tosses a screwdriver again, eyes never leaving the ceiling. Sam comes back into the living room, and stops when she notices he's taking up the entire couch and twirling a flathead screwdriver through the air. "Spence, what are you doing?"

"Hannah asked me to marry her."

"Really? Congratu- wait. Why are you not celebrating and having hot kinky sex with her right now?"

"You catch on fast."

Sam took the trouble to look annoyed even though he wasn't looking at her, "You said no?"

He doesn't sit up, but he does stop tossing the screwdriver. "No. I did not say no."

"Well you sure didn't say yes!"

Spencer glares at the ceiling, annoyed, "I know that – thank you!"

Sam sat down on the coffee table near Spencer's head, "Why not? Hannah's perfect! We all like her!"

He closed his eyes, shaking his head, "I don't know. I don't know why I can't say yes."

She looked at him for a minute, thinking, as he twirled the screwdriver absentmindedly. "When did she ask you?"

He shrugs. "While ago."

"Did you guys go and have dinner? Or a movie? I thought you said you were going to a movie."

"No. We never left the loft."

Sam is appalled, "You didn't eat?" he shakes his head and Sam wants to shake him, but restrains herself. "Get up." He doesn't move, so she pushes him, "Up." He sits up and looks at her forlornly. "Up! Off the couch."

He didn't really move, "Eeeehhh," so Sam pushes and shoves him until he stands up, "Eeeeh."

"Kitchen," she gets behind him and guides his way, "You are going to fix dinner. You're hungry – and I'm hungry."

He looked over the counter at her, amused, "You're always hungry, Sam."

"Just when you're cookin', Spence."

He let out a low chuckle at that, turning to the fridge, "What do you want?"

"I dunno, whatever. What do you want?" Spencer looks at her oddly and she rolls her eyes, elaborating, "I know you're hungry, Spence – what do you want?"

He sighs, "Sam, I'm not hungry."

"You say that – but I know you are," she comes around to the other side of the island and puts her hands on his stomach, "See? There's nothing in here." She moved her hands around a little bit and Spencer has to recoil, giggling. Sam followed, "What? Are you ticklish?"

"No – I just – " he broke into laughter, "Sam that tickles!" He burst out, not that it mattered to her. She started to chase him around the kitchen, trying to keep her hands on his stomach, tickling him. Spencer ended up backed into a corner and decided to attack back; tickling her anywhere his hands could reach. Both of them are laughing so hard their sides hurt, but they don't care, and in a last ditch attempt Spencer picks Sam up and turns her upside down, carrying her around to the couch, "Say it!"

"No!" she manages out, still laughing.

"Say it!" he bumps her head on the coffee table and the couch lightly.

Instead, she manages to wrap her arms around one and then both of Spencer's legs. Surprised, he loses his balance and they both tumble awkwardly onto the couch, mostly unharmed. Sam manages to choke out an "Ooooow," in between laughs and then giggling, "uncle, uncle."

Spencer's vision has gone a tad foggy, and he's giggling and laughing, trying to sit upright, which only makes them both laugh harder. He manages, and they're both still giggling sporadically, but their eyes lock as they smile and Spencer thinks, 'Man, our kids are gonna be a handful.'

His breath hitches, and before Spencer can break the warm eye contact with Sam the door opens, "Hey, what's up?"

"Hey Carls – Spencer has some news." He gets up from the couch and makes his way back to the kitchen, avoiding the lead-in Sam is giving him.

"Oh my gosh I know! I ran into Hannah at the Groovy Smoothie – and she told me she proposed. Spencer!" Carly's voice is excited and Spencer can see her practically jumping up and down for joy.

"Yeah, but there's a catch."

"What? What?" she looked from Spencer to Sam and back, appalled.

"He didn't say yes – "

"WHAT?!"

"Hey – I didn't say no!"

"But he doesn't know why he can't say 'yes'."

"What?"

Spencer doesn't answer Carly's disbelief, and Sam just returns to the kitchen, grabbing the root beer she had gotten out, asking him, "So what did you come up with?"

"What?"

"Earlier, with the thinking and not eating." Spencer shrugs, and she makes a scoffing noise, moving closer to him for a second, letting Carly through to the fridge, "You didn't come up with anything?"

He wants to say something scathing back to her in the spirit of good fun, but the idea makes the pit of his stomach churn uncomfortably. Luckily, before he can answer, Freddie comes into the loft complaining about his mother, and Carly asks what's for dinner; leaving Spencer to let his thoughts stew for a while, untouched. It doesn't occur to him until later, as Sam thanks him uncharacteristically for the free food, that he let himself be steered by her. He's surprised to find that he doesn't actually mind; for the small period of time Sam took over his actions, he was doing something, and happy.

---

Sunlight shines brightly through the windows of the Shay loft and Spencer can hear exactly when Carly gets up it's so still and quiet. He can't quite decide how much he likes hearing the plumbing clunk or hearing the drunk two floors down crash into his apartment at five in the morning. He does enjoy hearing Carly walk behind him before she says goodbye and kisses him on the cheek comfortingly. Then after she leaves, he finds he doesn't mind the quiet leaving; the city sounds are louder and they reach him.

In the middle of contemplating whether he should move from the couch, the door opens. Hannah stands in the doorway with a look of apprehension on her face, and Spencer stands opposite her, not surprised, not angry, "Come on in."

"Hey."

"Hey," he motioned her to sit on the couch with him. Spencer didn't face her, looking instead at his hands folded in front of him.

She didn't let him speak up, "Spencer – I love you. And I do want to marry you."

"Hannah, don't – don't say that." He continued to speak to his hands, "I love you too… but I know that I can't say yes. Last night I realized why I couldn't." He looked up to see tears in Hannah's eyes, "Don't cry, please, the list I came up with of reasons to say yes is a lot longer."

She closes her eyes and wipes them, sitting up straighter, "Why does it have to be 'no', then?" Spencer turns to her slowly, "What did you realize?"

"That I was waiting."

"Waiting?" she asked, suddenly skeptical.

He continues without a hitch, "For that one person. And it's not you." He sighed bitterly, "Even though it should be."

"Who?"

"Hannah –" he looks back to his hands, "you have to understand – I didn't – I can't help it. I only just realized last night –"

"Spencer? Who."

"I haven't done anything –"

"Who."

He looked back at her guiltily, "Sam."

The slap echoed through the loft until the sound of the door slamming reverberated louder, leaving Spencer to lie back down on the couch, feeling more miserable than ever. After his sister and her friends filed into the loft much later, he realized, consolingly, that at least he wasn't living a lie.


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