A/N: This is a little ditty that my brain cooked up and I actually decided to write down in dedication to my fantabulous friend ashisfriendly - for a Christmas gift (Don't worry, she got it on Christmas, even if it wasn't in a publishable state by then). As always, I hope you enjoy!

Spencer's up on a ladder, putting the final coat of paint on his sculpture. It's very quiet in the apartment; he's entirely focused, not having to worry about Carly, or Freddie, or Sam, or Gibby. They're all healthy, he's healthy, he isn't hungry, and there is absolutely nothing interesting on television. He likes days like this, when he's happy and isn't questioning what's good or bad about his life. He doesn't care about how many friends his own age he has, because honestly, most of them who aren't married are tools, anyway, and he doesn't care about being single. Spencer's happy, alone in his apartment, working on his art.

Then the door opens, and he pretends he isn't smiling, mastering the impulse, but still beaming on the inside. Because he knows who it is – Sam, the only person who could make today better. Carly and Freddie went to go see a movie, proclaiming 'it's not a date,' while Gibby's at the same movie, with a girl he picked up in five minutes at the drugstore yesterday. But knowing it's Sam, Spencer stays at the top of the ladder, continuing to paint, even though he wants to jump down and start their inevitable conversation.

Spencer doesn't say anything, focused on listening to her come in and shut the door, pretending to be oblivious as she walks in a short way, watching him. Painting the last of the second coat, he sets down the paintbrush and he climbs down the ladder, finally turning to look at her.

Spencer has to look twice to make sure it is her, but it is and he only manages to get out the word, "Hey." Sam's hair is tied back in a low ponytail, leaving some bangs in front. She has on a short black skirt and a white button up blouse on, and she's wearing black heels with pantyhose.

She's wringing her hands together and biting her lip nervously, but when Spencer turns to face her directly he can spot determination in her eyes that conquers over her nerves. Without preamble Sam starts talking, looking directly at him.

"Spencer, I've thought up about a million different ways of doing this, and none of them felt right."

Spencer can feel the importance of what she's saying, and he hopes he's right, but he has to ask, his voice getting caught in his throat. "Do what?"

"Because this – it isn't just about me being attractive, or sexy, it's not about my feelings, or fun, or what I can give you." Sam takes a deep breath, smoothing down her clothes before looking up at Spencer, her eyes clear and determined.

"I need you in my life, but what you need is somebody that you can introduce to your Dad and Grandad – someone they'll approve of. And I know they've approve of a girl who dresses like she cares. A lady who wears pantyhose. I can be that girl. I can dress up and act nice. I can do that. I'm willing to do that. Be what you need – because I love you." Sam breathes deeply again and grabs hold of the bottom of her blouse, not breaking eye contact with him. "Spencer, I love you."

The silence echoes around them as he doesn't respond, leaving Sam to purse her lips and grip her blouse tighter while she tries to keep her tears from spilling out of her eyes, managing to keep eye contact with Spencer. He hasn't moved and his facial expression has only changed from confused to almost vacant. Sam thinks it's a face she's seen before and might be able to decipher, but she just wants him to speak up already. She was being straightforward, which means he should be too.

When he speaks, his voice cracks the first time. "I think." He tries again. "I think there's an outfit you left here in the spare bedroom." He has to look away as the first tear falls down her cheek. "You should go change."

Sam turns away and rushes up the stairs before Spencer can get out another word. He thought he had some good ones, but now he's forgotten them, and he can't decide if he needs to run upstairs after her or not. Deciding he has to follow her, he works his way to the stairs, weaving his way between paint cans, sculpture accessories, and a misplaced bar stool.

But when he finally gets out of the debris she comes running down the stairs in her jeans, long sleeve shirt and her high tops, a bundle of clothes in her hands. Spencer does his best to block the staircase saying, "Wait – Sam!" She stops but doesn't look at him, and he realizes she's crying and he doesn't know what to say. "I don't want you to wear pantyhose." He feels like he should be yelling, but his voice barely clears his lip.

"That's obvious." She says bitterly, wiping one side of her face with the back of her hand.

"No, no –" Spencer puts his hands on her shoulders, willing her to look at him again. "I don't want you to wear pantyhose because that's not you. That's not the girl I fell in love with. I want to kiss you, not someone who looks like you wearing fancy clothes." All of it spills out of his mouth before he can catch it and fix it – because right now he sounds crazy, but Sam still has tears spilling down her cheeks, sparkling in her eyes.

But at least she's looking him straight in the face again. "What?"

He realizes he just told her 'I love you,' and even with her red puffy eyes, her wet cheeks and her expression dangerously close to 'I'm going to kill you' – she's gorgeous. And it clicks in Spencer's mind that now is the time to kiss her. So, without preamble he crashes his lips into hers before threading one hand through her loose curls, deepening the kiss as soon as Sam reciprocates – almost instantly.

After a few intense seconds, Spencer gets light-headed and has to pull away. He's still holding onto her shoulder and the nape of her neck, resting his forehead on hers. Opening his eyes he sees her eyes are still shut, tears glistening on her eyelashes. Keeping her eyes shut but tightening her hold around his neck, Sam asks, her voice unsteady, "So you love me?"

He breathes out, "Yes," leaning in slightly to give her another small kiss. She leans into it and breaking away nestles into the crook of his neck, hugging him. Spencer wraps his arms around her tightly, pulling her close, closing his eyes and breathing in the scent of her hair.

"I didn't have to do any of that?" She whispers next to his ear.

He answers back, "No," just as quietly, but sensing a 'you jerk' coming on, he adds, "But I appreciate it. I would never have the guts to tell you. I could never tell if you actually liked me at all."

Spencer can feel the smile on his neck as she answers, "If you hadn't been so obvious sometimes I couldn't've done it." Her arms drop down around his waist as she pulls away from his neck. The two slowly disentangle themselves to walk down the remaining stairs side by side, making it to the couch where they both plop down, tangling themselves up again.

"Did you really not like the pantyhose look?" Sam asks, her voice clear and loud, her fingers intertwined with Spencer's in his lap.

"I did – it just isn't you. It'd be perfect for meeting my Dad, though. So I'm glad you thought of it. Really glad."

He lays his head on top of hers happily as she smiles broadly, nonchalantly laying her other hand on Spencer's thigh. "I know."