When it comes time for Spencer to come back to bed, Nikolas assumes he'll be the one to go upstairs and make his son feel safe enough to fall asleep, it is after all what he's been doing for nine years almost effortlessly. He knows Britt will be fine downstairs on her own and he can tell she's deep in thought, even with her one hand gently making its way through Spencer's hair and the other hand holding his.

"Come on, Spencer, I'll stay with you in your room until you fall asleep."

Nikolas puts out his hand for his son to grab, but instead Spencer moves closer into Britt. The adults make eye contact, semi-confused about what Spencer's problem is and why he's so reluctant to go back to bed. The little boy turns his head and looks up to the one person other than his father who has been constant in his life since her arrival.

"Britt, can you come upstairs with me instead of dad?"

She doesn't even hesitate to respond.

"Of course, Spence, let's go."

She picks him up and Nikolas marvels at how physically strong she must be, because even he was starting to struggle with picking Spencer up. The fact alone made him sad, because he knew his little boy was growing up and soon there would be no more bedtime cuddles or stories to read.

He was still surprised that Spencer had asked Britt in the first place. Of course, Britt had put Spencer to bed before, when she lived with them and they were a couple, it was mostly when he had to take two day trips and couldn't be home for bedtime, but there were other times when Spencer would have a nightmare and Britt was the one he wanted to comfort him. Nikolas had never seen him behave this way with anyone, including Elizabeth, who the boy had known his entire life.

She had put him down at the top of the steps, because mainly she could no longer carry him, but also because he told her, in a whisper, that he wasn't too afraid. However, this fact didn't stop her from grabbing his hand as they walked down the hallway to his bedroom. His hold became tighter as she opened his bedroom door, almost like he was afraid that someone was lurking in the room waiting to attack. She kneels down on to his level and cups his face in her hand before turning her eyes to the room and looking around.

"Hey, look, no one's in here, Spencer, it's okay, nothing to be afraid of. I'm right here and I won't let anyone hurt you, okay?"

She makes eye contact with him and even though she can still see some etches of fear in his eyes, most has dissipated, but he still wraps his arms around her and buries his face in the nape of her neck. It feels natural to her and sometimes she forgets that Spencer isn't her son, isn't tied to her in any way, shape or form except for the mutual love they have for one another. She would love for him to be hers, that way she could never lose him- no one could take him from her. She picks him up again when it feels like he's not going to let go and carries him to his bed. She pulls the sheets and the comforter around him until he can't be seen. They used to do this when he lived here, it was the before bed game they played.

"Master Spencer, where are you?"

Her voice imitates Alfred's and almost immediately Spencer is laughing hysterically, all his fears are at least momentarily forgotten by their game. He pushes the blankets off of his face and reveals his huge grin that matches Britt's.

"I'm here!"

His yell is soft, reminding Britt that when they used to play this game Ben was asleep down the hall so his voice had to be lowered. She doesn't let the thought diminish her moment of happiness, however, because she didn't like Spencer to remember what she had done or what she was capable of or maybe she would turn into one of the bad guys in his eyes like Luke Spencer had and if that happened it would crush her heart. She couldn't bear to lose another son.

"Alright, mister, you have got to go to sleep, it is so late and you are going to be so tired when you wake up in the morning, you may accidentally look like a townie."

She contorts her face in mock horror and he lets out a small giggle before his eyes travel around the room and land on the door. She looks back there as well to only be met with the well-lit hallway.

"Britt, do you believe me? About what I said about Aunt Lulu's dad. I really am telling the truth, I promise."

She straightens out the blankets around him before gently moving a stray hair from his forehead and allowing her hand to rub his upper arm in comfort. She doesn't know Luke Spencer well at all, but she does know Spencer and even though his imagination can run wild only something real would be able to scare him.

"If you told me unicorns ran around on the moon, which by the way they don't, I would believe you. I will always believe you about serious stuff like this, okay? But do you wanna know a secret? It's a really good one, a really really good one."

He nods, of course, Spencer always was a fan of secrets.

"Your dad isn't going to let anyone on the island that wants to hurt you, you know that. You are so important to your dad. And even if by some chance someone was able to get on this island without your dad's permission and they got through everyone downstairs, they would still have to go through me and no one is going through me, Spencer, no one is going to hurt you as long as your dad and I are around. Not mean old Luke Spencer or anyone else."

He reaches out and grabs her hand just like he had when they were sitting on the couch downstairs.

"What about Emma?"

She smiles at him.

"I'd like to see anyone try to get your Patrick and Commissioner Devane. Emma is safe and so are you. So close your eyes, I won't leave until I know you're asleep and then I'll be right downstairs with your dad for a little while."

"Can't you stay here?"

She smiles at the little boy and forces herself to remember that even though he acts very mature for his age, he's still just a kid- only nine years old, practically a baby compared to how old she was. She would often find herself laughing at the fact that Spencer was one of her best friends outside of Brad. Brad kept her honest, but Spencer reminded her that she wasn't such an awful person all of the time.

"Well eventually I have to go back to the mainland, I don't think your dad will want me to stay here, buddy."

"You can stay in here with me, dad won't even notice. I don't want you to leave, Britt."

"Spence, I don't think you're dad would-"

"Please, don't leave."

He's practically pulling her down, so she decides to lie down next to him and pull him close. His small body instantly relaxes once he's safe in her arms. They used to do this in the bed in Nikolas' room if he had a really bad nightmare that would make him not want to go back to his room. For whatever reason, in that moment, Spencer would choose to cuddle into her instead of his dad and it always made her feel special. Spencer didn't like everyone, didn't trust everyone, but from the start of their relationship he had liked and trusted her.

"Thanks."

Spencer's voice is but a whisper, but she hears him and manages to lean down and kiss the top of his head. She wants to ask him what he's thanking her for, but she thinks she understands, maybe she doesn't though. He grabs her hand and tries to bury himself in the crook of her arm.

"What are you thanking me for?"

"For not leaving."

Chills run through her for a split second. His mom died when he was born, Emily was murdered when he was a little kid. He's never had a real mom or a mom-like figure that's been around long enough for him to truly remember. It hurts her. She had a mom and kind of a dad, they weren't great, but at least they were something-more than what Spencer had.

"I'm never gonna leave you."

She smiles down at him as she watches his eyes start to close. Her other arm, the one not wrapped around Spencer, goes across her body so that she can gently play with his hair. She's so certain he's asleep, but she doesn't leave him just yet. Lying here, in his dark room, with him softly breathing by her side, she's filled with a happiness she's never felt, even with Ben or with Nikolas.

She has so much love in her heart for this little boy, a little boy that isn't even hers. She never thought she would be good with any kid she came in contact with, but she was good with him and that alone was amazing.

"Britt…?"

"What's the matter, buddy?"

"Nothing's the matter."

He pauses for just a second before speaking again.

"I love you."

She holds him a little tighter if only for a second. It's the first time, he's ever said that to her and she's just breathing it all in.

"I love you too, Spencer, so much."

He throws one of his arms over her midsection, almost like he's hugging her, and closes his eyes fully. She watches him closely for a minute or so and when his breathing slows enough, she knows he's asleep for real. It takes her a few minutes to detach herself from him, but when she does, she just kneels beside his bed. She brushes his hair to the side and kisses his forehead.

"I love you so much, and you don't have to be afraid, okay? Cause I love you and I won't let anyone hurt you."