Okay, so first off, I wanna preface this entire story with a few notes. The first and most important one being this: THIS IS SMUT FOR SMUT'S SAKE. The most important thing in this story is the sex and dirtiness, the plot comes second to this. The story, while kinda keeping this all together, is going to be sprinkled in little by little through the several chapters (I'm not sure how many yet). In fact, this first one doesn't really have any plot at all.

Second, I was playing around with POV and tense in this one, so please let me know if it gets confusing at all.

Also, on a completely unrelated note, I am working on an actual serious Spam fic. I just want to get more of the chapters and details hammered out before I start posting it.

Finally, I don't own iCarly. That is all.

She feels bare in front of him. It's not because of the way he's looking at her; it's because of the way he's refusing to look at her. He hands her a glass of water, but he never looks directly at her. She takes the glass and takes a drink and god, why won't he look at her?

Really, she can't believe the dumb luck that the night she and a few friends decide to go out clubbing that Spencer decides to go out for a drink and babe-hunting with Socko. It just so happened that a guy five years her senior was grinding up against her when Spencer approached them, and he demanded that she come home with him. That's what she gets for using her fake ID.

Now, it just feels awkward.

Spencer needs her off his mind and out of his apartment. When Socko suggests that they go out for the night, all he can imagine doing is drinking enough to get her out of his head, and maybe even finding a girl to distract him. Then, he's leaning against the bar at some club and commenting on the girl with curly blonde hair. From the looks of her, she must be twenty-something. Lengthy curves, milky skin, tight black dress and black heels that could kill. The guy she dances with can't keep his hands off her and Spencer can see why. She's gorgeous and…

Oh, shit. It's Sam. This whole time he's been practically eye-banging this girl, and then she turns and she's Sam. And, damn, she looks good. And that guy is too close to her, touching her too much. His hand is on her bare thigh and Spencer can't help but feel that that should be his hand.

He's been fighting his feelings for Sam for too long and she doesn't seem to notice. She's eighteen now; it's legal, it's perfectly alright, their age difference be damned. People marry people who are twenty years younger than them. It makes twelve years seem very small. That's not his issue. Sam is the issue. She's Carly's best friend and important to them both, and it's just too weird to pursue. It will never work.

It's up to him to control his urges and let her fall for him on her own. Until he sees that guy with his hands all over her. He just has to get him away from her and then he'll be able to feel like he can breathe again.

Socko calls his name, but Spencer can't seem to stop himself. He approaches them and lays a hand on her shoulder. At first, her gaze is sultry and sexy, and his heart nearly stops by just that one look. But she realizes who it is and horror splashes across her face. He takes her hand in his and drags her from the dance floor, and the guy they leave behind is smart enough to let this go.

Spencer makes her put his jacket on over her dress, mostly because he can't stop looking her bare legs and shoulders, and the jacket, while not long enough to cover her legs, makes her seem less exposed.

Now, they're back at his place and he feels like he needs to keep his distance.

"I don't do this," she says after ten minutes of silence. "I mean, this is the first time I've used my ID to get into a club. The only reason I have it is because my mom sometimes sends me out to get her booze."

Spencer sits at the counter with the computer and just nods. He doesn't feel like he can form words.

She sets down her glass and stands up, his jacket slipping off of her shoulders. The thought that Spencer could be mad at her drives her crazy. She doesn't want him to be mad; she can't have him mad at her. Her crush on him has exploded over the past several weeks, going from a crush to a need. The only reason she went with her friends was because she didn't think she could stand being alone with him in this apartment for another night. Not without doing something crazy.

"Don't be mad at me," she begs as she moves closer to him. "My mom can be mad at me, even Carly, but not you."

Spencer's barely listening. All he can comprehend is her moving closer to him, wearing that dress and those heels and he's having trouble looking away from her legs.

She's standing right in front of him and places her hands on his legs, making sure his eyes meet hers. "Spencer? Don't be mad at me."

Her words are starting to register in his brain and her big brown eyes are staring at him, and he gets it. She doesn't care about what other people think, just him. And the way she's looking at him… They both feel this.

The next thing either of them knows, Spencer has her pushed against the nearest wall, his mouth meeting hers hungrily. She tastes like cherry and normally he hates cherry, but she makes it taste good. Her hands are clawing at his shoulders as one of his is clutching her thigh tightly. In a swift movement, his other hand latches onto her other leg and hoists her up, only his hands and the wall supporting her.

She gasps at the sudden change, feeling his hardness through his jeans. Her head falls back, inviting Spencer's lips down her neck. He obliges, kissing, sucking, and nipping all the way down to her collarbone. The sound of her panting in his ear drives him wild and he presses against her more, wanting to feel every curve, wanting more than he can ask for.

Her hands fumble with the bottom of his t-shirt, yanking it over his head and helping it down his arms before tossing it to the floor. Her nails are digging into his shoulders as he grinds harder against her. He sucks hungrily on her collarbone, the skin turning a purplish hue, as her heels press into his low back.

One hand slides under the edge of her dress and he grows harder at the sudden realization that she's not wearing any underwear. She whimpers in his ear as his hand clutches her ass. Her body squirms against him, and god, he wants to take this further, but it's Sam and he needs to stop. They should stop.

"Sam," Spencer croaks, trying his best to keep the ecstasy out of his voice, "we should-"

"No, we shouldn't," she insists as she removes her legs from his waist. Slowly, she turns them until his back is against the wall. As she knelt down in front of him and started tugging at the button and zipper of his jeans, he can't find his voice to protest. His body needs her, only her, even though part of him knew that there was something wrong with this.

She pulls his boxers down just far enough for his cock to spring loose of its confinement and puts her lips around the head of it, her tongue running over the tender skin. He begins losing himself in her mouth; the wet warmth, the sure movement of her tongue along the shaft, her mouth moving up and down… He could barely stay standing.

Just when he thinks he won't be able to keep himself from cumming in her mouth, she pulls away from him. The split second that their bodies are away from each other is too long so he brings her back to him, spinning her around and pushing her up against the wall again.

"Fuck me," she demands through hurried kisses. "God, Spencer, fuck me."

All logic and sensibility leaves him at those words. All he knows is that he wants her so badly. Once again he lifts her up, her weight supported against the wall, and he tugs up her dress. His fingers slide inside her, her wetness surrounding and clenching around his fingers. Sam leans in and catches his earlobe in between her teeth. "Fuck me," she insists.

He doesn't need to be told again. His fingers slip out and once his dick is aligned at her entrance, he pulls her body down onto him. She cries out at the sensation, and he's almost lost his mind already. The feeling of her clenching around him like a wet sheath is sending all sorts of sensations through his body.

She rocks against him, demanding his attention, and he starts thrusting into her slowly. The slow moans that start coming out of her spur him on, and as his thrusts get faster, she struggles to find anything to grip onto. The rhythm gets faster and faster and she starts screaming his name as if it's the only thing keeping her sane.

She cums, her body seizing around and against him, her breath ragged and a heavy moan dying on her lips. He continues thrusting hurriedly before slowing and thrusting a few more times, a groan falling out of his throat. They stay like that, the wall supporting their weight, neither one feeling able to move and neither really wanting to.

After several moments, she finds her footing and Spencer pulls away from her, yanking his jeans back on. He's not sure how this happened and he's not sure what to say. Sam doesn't seem to think that anything's wrong or weird… He can't seem to do anything but watch her.

She tugs down her dress, smoothing out the fabric, and flips her hair over her shoulder. The look she gives Spencer is a mix of pleasure and deviousness. "Can we not tell anyone about this?"

He nods because he's not sure what else to do. The answer seems to please her since she walks over to him, and with her body leaning into his, kisses his cheek. "Thanks, Spencer. I'll be around."

Spencer can't make his body move. Not one single part, not even to open his damn mouth and say, "We should talk about this," or something. No, he just stands there and let's her walk out the door, and all the while, he's trying to think of what she means by, "I'll be around."

AN: Alright, so leave your reviews, and let me know what you think. The next chapter should be up soon, if it should indeed be continued.