Hello again. As always, review. Thank you all for the nice reviews! When I saw them, I stopped everything I was doing, and kept my promise, and started on this chapter. =)

Spencer awoke with a slight headache the next morning, but it was better than what it usually was when he drank himself drunk. He felt like an idiot for drinking last night, he knew Carly would be upset with him, and he knew Sam was raised around a drunk, and he knew Freddy's mom wouldn't approve of it. Of course he had failed everyone, once again. Spencer let out a sigh, and his arm rested on Sam's head, she jerked awake at the touch. "Sorry." Spencer whispered as he rubbed her head softly. "Go back to sleep." He said with a smile. Sam groaned and curled into his side.

"Morning." Sam said groggily.

"Good morning Sam. Thanks for staying with me last night." Spencer said. "What happened last night."

"You don't remember?" Sam asked, as if offended. "We had sex."

"That's weird." Spencer said. "I don't remember getting that far." Spencer locked eyes with Sam, and her face went red.

"It was a joke. I was trying to freak you out." Sam admitted.

"But I do remember you promising me something…." Spencer smiled. "And I'm sober now." He said as he turned over and left kisses on Sam's neck. Spencer brought his lips up to hers, and kissed her softly. He bite at her bottom lip, making her breathe out a sigh of need. "Not going to argue?" Spencer asked as he bit at her neck.

"I promised, and you are sober." Sam said as she allowed him to snake a hand down her pants. Sam let out a moan at his touch.

"Not to loud." Spencer said as he placed his lips on hers. Her hands trailed down his body and under his pants too. Spencer let out a loud moan, making Sam chuckle slightly.

"Shh, not to loud." Sam teased.

*

"Gah, that was good." Spencer sighed as he fell back into bed. He waited for Sam to curl into his arms, but she got up and put on her clothes. Spencer watched as she said nothing, and left the room. "Hmm, that's weird." Spencer shrugged as he stretched and went back to bed.

"I didn't want to say anything last night, but I think you should know that your brother said he liked Sam." Freddy told Carly as he toyed with one of his cameras.

"Pfft, yeah right. Spencer was just drunk, which he IS in trouble for, and maybe he meant a different Sam, not our Sam." Carly said.

"Our Sam?" Freddy raised an eyebrow. "How about YOUR Sam? I'm NOT claiming her as mine."

"Oh Freddy," Carly chuckled "you know you love her."

"Do not. I love you." Freddy said, Carly rolled her eyes.

"Aw isn't that cute? The geeks proclaiming love to you….. again." Sam teased sarcastically through mouthfuls of jerky as she walked into the room.

"Sam, leave him alone." Carly laughed.

"Yeah, leave me alone." Freddy said.

"Whatever Fred-nerd." Sam said as she flopped down on one of the bean bag chairs next to Carly.

"So where were you?" Carly asked.

"Hanging around." Sam answered.

"Hey Sam…." Freddy started.

"Hey what?" Sam asked.

"Do you like Spencer?"

"What the hell kind of question is that Fredward?!" Sam hissed, Freddy flinched.

"I was just wondering!!!" Freddy cried as Sam got up "I mean, he said something about liking you last night! Please don't kill me!" Sam stormed past Freddy and slammed the door as she left the room. Freddy looked at Carly.

"Maybe it's her time?" Carly offered. Freddy raised an eyebrow in confusion. "Her time of the month." Carly clarified, making Freddy cry out in disgust.

"Eww! Carly! That's gross!" Carly laughed at Freddy's displeasure.

"So why were you so freaked out about the Sam and Spencer thing? I mean, you know Spencer wouldn't do that to her." Carly said. "I mean, he's my brother, and she's my best friend, she knows better, and so does he."

"Well…..this is kind of embarrassing, but Sam's suppose to be my fall-back plan." Freddy admitted, he attempted to keep his eyes down, and not locked with Carly's.

"What?" Carly asked in confusion.

Freddy could feel his ears get red. "If you never fall in love with me, then I know no one will be with Sam, so I figured that she could be my next plan. Like we could be lonely together, ya'know." Freddy explained.

"Freddy. That's stupid."

*

After Sam calmed down, she decided to go back upstairs to be with her friend, and Freddy. Freddy made sure to stay out of her way as she entered the room and went to her favorite chair. "You ok?" Carly asked.

"Just fine." Sam huffed. Sam watched as Carly and Freddy talked about the web show, and joked with each other, and laughed together. She thought about how happy they looked together, and how lonely she felt inside. "Hey Carly?"

"Yeah?"

"Have you ever….you know…..had sex?" Carly's eyes widened at the question, she was not expecting that from Sam.

"No!" Carly exclaimed. "Why? Have you?" Sam looked away.

"I asked you, and I don't have to answer. I mean, what would it matter anyways? Sex is just sex."

"How many people have you been with?!" Carly wondered.

"Maybe like three or so……"Sam said as she stared at her shoes.

"Just promise me you'll use protection and be safe about it." Carly begged. "Please tell me you make them use protection." Sam's eyes widened, she knew her partners had used protection before, but she couldn't remember if Spencer had.

"Yeah sure!" Sam said as she ran out of the room.

"She's acting weird." Carly said.

"Which is different from when? I'm going to go get a drink, want anything?" Freddy asked.

"Sure, iced tea please." Carly responded.

*

"What're you doing?" Sam asked as she raised an eyebrow.

"Painting." Spencer said shortly.

"Painting what?" Sam wondered. Freddy went quietly down the stairs to get his and Carly's drinks as Sam and Spencer talked.

"Something for a client." Spencer said.

"Ok then. I can tell you really don't want to talk to me, but I have a question." Sam started.

"What?" Spencer asked, only taking his eyes off the painting for a few seconds to look at Sam.

"Did you use a condom?" Sam asked, Freddy just about dropped his and Carly's drinks. He quickly ran up the stairs.

"Well, duh. Of course." Spencer said. "I'm not stupid." Sam rolled her eyes, and allowed Spencer to go back to his painting.

"If you ever want to do that again, we can." Sam said, it made Spencer stop his work, and really look at Sam. "I'm not asking you to date me, I've been with enough guys to know it's never about dating, only about the sex. So I won't ask you to date me. But if you do want sex, I can give you that." Sam had hoped that Spencer would be different from most guys, and he would have taken her in his arms, and said that it was never just about the sex, she wished he was going to tell her he was in love. She wished she wasn't going to be alone anymore. Spencer was the only guy that Sam had ever given the option of sex again. Sam never had sex with a guy more than once, because usually they turned out to be sucky lovers.

"Well thank you for the offer Sam. Maybe I'll take you up on it sometime." Spencer said with a smile, Sam could feel her heart break.

*

"Carly! Carly! CARLY!" Freddy yelled as he came bursting into Carly's room.

"What?! What is it Freddy!?" Carly asked worriedly.

"Sam and Spencer had sex!!!" Freddy stated out of breath.

"You're lying!" Carly exclaimed.

"Am not! I was downstairs and Sam asked Spencer if he used CONDOMS!!!!!" Freddy cried dramatically. Carly could feel her stomach drop, and her world become fuzzy and dark. Carly fell back into her chair. Freddy quickly ran to her side.

Want more? Review! If more smutt is needed, let me know, or if I need to add more details, let me know! =D thank you for reading! Just a reminder, I own no characters.