He knows he shouldn't be doing this. If anyone found out, he'd be in huge trouble. His relationships with Carly, his father, grandfather, and even Freddie would be jeopardized. Maybe more; who knows? But he can't bear to see her so torn up in agony, especially since she's normally the toughest person he knows. He doesn't care he's being used, that it won't mean anything, that they'll wake up in the morning and pretend nothing happened. It's definitely not love or anything close, but for the moment it's what she needs. It's what he needs. It's what they both need.

Almost an hour ago when she came barging in, Sam instantly demanded to know where Carly was without so much as a greeting to Spencer, who was on the couch watching TV. Her voice quivered and her eyes flashed dangerously, telling him something was wrong, she was in a bad mood, that Sam Puckett shouldn't be messed with right now. (Well, ever, but especially right now.) He cautiously told her in a soft voice that Carly wasn't here; she was staying overnight at a friend's house to work on a school project. Sam stood by the door for a moment, growled "Never mind then" and was about to storm out. He saw her face crumple as she turned toward the door and his eyebrows furrowed, now completely worried about her.

"Wait, Sam. What's wrong?" he asked gently, standing up with his hands out like he was facing a wild animal he needed to soothe.

She paused with her back still facing Spencer and shook her head slightly. "Nothing, I'm fine. I'm just gonna go, alright?" Sam tried to say this with conviction, but she clearly didn't mean it. She gasped in shock when Spencer touched her shoulder and whirled around. "What do you want, Spencer?!" she nearly yelled, tears streaming down her face.

"I want to know what's hurting you, Sam," he whispered, looking into her normally proud blue eyes that now screamed she needed help, she was broken. She was trying to maintain a calm face, thought it was obvious she was breaking down on the inside. Sam bit her lip and averted her eyes, avoiding Spencer's inspective gaze.

He gently pulled her back into the apartment and when meeting no resistance, led her to the couch where she sat down slowly, still staring at her shoes. He took a seat beside her and turned the TV off with the remote so that the apartment was filled with silence. Spencer looked at her patiently, waiting for her to speak. He knew that he couldn't push her very far— she wouldn't let herself be pushed— so he had to wait until she was ready on her own time. The minutes ticked by as he continued to wait and she continued to stay quiet.

Finally, she muttered, "Freddie broke up with me." She looked up at Spencer and he saw how livid her eyes were, how hard and angry they seemed.

"Oh, Sam, I'm sorry." He scooted closer to her and gave her a side-hug, rubbing her arm comfortingly. "Do you want to talk about it?" Spencer asked gently.

He sucked in a breath and held his concerned face, and although he knew he shouldn't, he was celebrating on the inside. He had never thought them right anyway, though he knew deep down that he would think she wouldn't be right with anyone else either. Anyone but him…. But not that it could ever happen. She was his little sister's best friend and twelve years younger than him, and he knew he'd be ousted by society if he ever tried anything. So all he could do was simply keep his distance and admire her from afar. He was content enough watching her be happy, though he had to admit seeing Sam with Freddie or with any other guy, for that matter, made him uncomfortable. He often left the room as quickly as he could when he saw them together, a burning pit of jealousy churning in his stomach.

Sam let out a mirthless laugh. "What's there to talk about? The stupid nub just said, 'I think we should just be friends. I can't date you anymore.' Like what the hell does that mean?!" Sam used a mocking tone for Freddie's words and rolled her eyes disgustedly. "Whatever. I'm too good for that stew bag anyway." She crossed her arms, an angry scowl on her face.

Several seconds later, her tough expression crumbled into vulnerability and utter sadness and she began to cry again into Spencer's shoulder. Spencer wrapped his arms around the sobbing girl and made little shushing noises. "It's okay, don't cry. Shhh. It'll be okay," he murmured. He was slightly uncomfortable, as he normally didn't have to deal with a crying girl. Carly always went to Sam for these types of things. Knowing Sam, he fell back on something he knew was always a safe topic with her. "Um, you-you want some food? There's ham in the fridge. Or I could make you some spaghetti tacos."

"I'm not hungry."

"Oh." Spencer knew Sam was seriously hurting if she wouldn't eat. "Um, well, come on, hey, there's plenty of other guys out there, lots of fish in the sea. You'll find someone else, huh?"

Sam sniffled. "You don't understand. It's really hard for me to learn to trust a guy. My dad, the guys I dated, they all betrayed me. It takes a lot for me to try and trust someone, and they still always hurt me. And I've known Freddie for so long. Sure, he's a dork, but he's always been there, seemed like a guy I could trust, so I tried. I tried so hard, but it was still for nothing. It's just hard, y'know? Not knowing who to trust, always wondering if they'll betray you some day."

"Yeah." He replied quietly. "But you know what? It's Freddie's loss, not yours. You could do a lot better than him. And for the record, if it were me, I would never deceive or leave you. I don't know why any guy would ever even dream of hurting you. If they were smart, they would know never to let you go because they'd be the luckiest guy in the world if they got to date you. They should enjoy every second spent with you, and treat you as best as they possibly could. Because you're worth it and you deserve it, Sam Puckett."

He felt Sam stop shaking in his arms and she broke away from him to look at him almost quizzically. "R-really?" she wiped her nose with her sleeve. "You really mean that? You're not just saying that to make me feel better?"

"Absolutely," Spencer mumbled a bit self-consciously and looked away from her gaze, his face burning slightly at almost revealing his true feelings so easily.

He continued his speech, not knowing where his sudden passion came from. "And, you know, sometimes you don't know what'll happen unless you try. Sure, you might get knocked down a couple times, but for that one time when things work out…man. It's worth it. It's really worth it. You just gotta let go and go for it."

Sam made a little noise in her throat that sounded like "Hrmm" and was silent. They both stared at different things, the mood in the room slightly tense.

"Thanks, Spencer," she finally offered. "I, uh, I appreciate that. No one's ever said something like that to me before."

"Yeah, no problem," he answered a little too quickly. "My pleasure."

They locked eyes for a quick second before looking away from each other again.

"Hey, so listen—" Spencer began.

He was quickly cut off when Sam lunged onto him and covered his mouth with hers.

"Mmph!" His eyes widened in utter shock and his limbs flailed for half a second before he saw Sam's eyes were closed. He then shut his own eyes and eased into the kiss, reciprocating hesitatingly as he wrapped his arms against her again.

Spencer knew he shouldn't be encouraging her, that he should've broken off the kiss as soon as it happened. He knew it was his responsibility as an adult, as Carly's brother, and as any ethical person in society to not do this. But for once, he ignored all the screaming morals in his head telling him to stop, demanding to know what the hell was he doing, warning him he'd be in so much trouble—and simply focused all his senses on Sam's soft lips, the smell of her, the ticklish feeling of some of her stray hairs against his neck, the feel of her weight on him, and he took it all in, loving every part of it against his better judgement.

Sam's kisses seemed to be getting wilder and her mouth started to wander, causing Spencer to swallow with difficulty. Sam's attention drew to his Adam's apple with the motion and she licked it tenderly, giving Spencer goose bumps. She slid her hand down his chest, sending chills down his spine, but when she didn't just stop at his torso and reached a certain sensitive area, Spencer jumped and broke away from her. He was about to tell her he wouldn't be doing that with her, at least, for right now, but the forlorn look in her deep blue eyes made him hesitate. It was a look he had never seen before on Sam, so torn and utterly sad. "Please," she whispered, almost pleading, and he knew she wanted this more than anything else right now. He knew she wasn't thinking straight, that she just wanted someone and something to help her forget about her pain and heartache. "Show me I'm worth it."

Spencer inhaled sharply at her words. He closed his eyes for a second, trying to regain his composure and think. He knew that this was the final point where he had the chance to stop, that he could be redeemed more easily if he quit now rather than later. He could laugh awkwardly, backtrack and mumble this wasn't what he had in mind when he was saying all those things. Yes, he had meant them, but he couldn't let her know how much he had really meant it. It should've been just to comfort her. But it wasn't.

He knew in her current emotional state, it'd be almost like taking advantage of her if he relented. After all, it was just by chance that Freddie had chosen to break up tonight with Sam and Carly wasn't here. What's to say Sam wouldn't have gone somewhere else and flung herself onto some other guy, asking him for what she was asking Spencer now? They'd probably say 'yes' in a heartbeat, but Spencer hesitated, weighing in on what to do. He at least had some self-constraint that came from the years of experience hormonal teenage boys wouldn't have. He knew it wouldn't be right. And yet… it was Sam. And she was hurting in a way he had never seen before, needing someone to pick up her shattered pieces and mend them whole again. Even if just for tonight. And who else would be better than Spencer, an artist?

Spencer took a few shaky breaths, waging a war inside his head. Every moment longer he hesitated, gazing into Sam's eyes, his will was weakening, the logic against it fading into a dull hum. Sam was searching his eyes, trying to predict if he'd relent to her wish.

Spencer knew a lot of things he should have done, but didn't. Finish law school, perhaps get a more stable job, to name but two. But things had worked out in the past. He was happier being a freelance artist, and never regretted dropping out of law school. Why shouldn't things work out now? Heck, wasn't he the one who had said a few minutes earlier to just go for it?

Damn it all, she was worth it.

With that, he made up his mind and kissed her. Sam let out a half-laugh of surprise, but instantly responded feverishly, intertwining her arms around his neck. Sure, Spencer knew she was hurting so much right now and was just using him to distract her from her current situation. She saw him as a rebound, but he was okay with being that to help her through it all if it meant he wouldn't see her in such agony again. It wasn't about the sex or how willing she was to lose herself in such a fragile state. Spencer knew it came from something deeper than that. No, Spencer simply cared too much for her. It was his weakness, but he would've done anything for her.

Spencer wrapped his arms around Sam and stood up, causing Sam to instantaneously fold her arms around his torso. He carried her to his room while they never stopped exploring each other's skin.

He laid her on the bed gently and hovered over her to gaze into her eyes. She stared back at him, her expression unreadable. Spencer gave her another chance to reconsider. In a husky voice, he could barely breathe out the question, "Are you sure?"

Without a word, Sam pulled him down and he finally gave in to all his senses and desire for her. Kissing, nipping, sucking, everywhere his mouth could find naked skin on her voluptuous body. Clothes were strewn carelessly throughout the room, and moans, pleasured groans, and everything in between seeped through the thin walls of Spencer's bedroom.

Afterwards, he sees how exhausted she is, both physically and emotionally. Sam tiredly wraps an arm around his chest and he curls a protective arm around her as well. They lie there together, Sam enveloped in his arms, not saying anything. He can feel her head getting gradually heavier and heavier as she slowly drifts off to sleep in the crook of his neck. Her breathing becomes deeper and more rhythmic and although every breath she takes lightly tickles his neck, he doesn't move a muscle. He stays in the position he's in, staring off into the darkness of the room. There is a slight, sad smile on the man's face as he, too, soon falls asleep. His last thought is that he doesn't know what will happen when morning comes, but tonight, right now, he doesn't care. At the moment, he has Sam Puckett sleeping in his arms, in his bed, and they both have found some peace. He knows he definitely doesn't regret being her rebound.

A/N: It's my first story on here, so please tell me what you thought of it! Thank you :D