Spencer stands outside of the classroom door leaving enough space for others to enter and exit without him getting in the way. His girlfriend as a three week anniversary gift; a custom he was unaware and unprepared for; had given him two free lessons of real life drawing at the local college. While she enjoyed his sculptures and inventions she herself was an artist, paint and canvas her outlet. This gift was a hope he'd learn to love it too. He knew already this won't work, it wasn't him. He needed to hold and mold the inspiration, a brush and paint didn't hold power over him. But he wanted her happy. He wanted a four week anniversary and when in a relationship you give and take. At the announcement from inside that the class was about to start he slides inside taking a place one of the only open drawing stands.

"Now we are all mature adults and I trust we will act accordingly?" The teacher said about five minutes into the introduction and explanation of the class and what she hoped the students would gain from the experience. Spencer's head is down already doodling on the white parchment not paying attention to the volunteer who would be posing nude for him and the other fourteen students. This was art. The naked body was the most beautiful created.

It wasn't until the canvas only had a sliver of white left and nothing resembling a human he decides he should look up and take a stab at what the lesson was paying for.

"Sam!?" He shrieks and instantly tries not to laugh as she jumps and nearly falls off the stool. The students and teacher staring at him almost all in annoyance.

"Hey Spence. A bit busy here." She re positions herself on the stool her eyes refusing to meet his glaze. He can see her heart pounding, her breathing deeper. He doesn't want to look. Yes it was art. Yes the human body was beautiful. Yes Sam was an adult. Still it was Sam; his Sam. He does back to drawing just doodles on the canvas.

After the class ended not wanting to make an awkward encounter even more so he bolts out to his car and speed away. He felt like an ass, more than that he knew he was an ass.

"God I'm coming hold up!" He yells blurry eyed stumbling to the door in the dark. A pounding at the door had awoke from a slumber the clock displaying 2:20. He unlatches the door and before he can do the honor it's pulled open and someone forces their way in. Sam. He closes his eyes and sighs before turning around to face her.

"What the hell Spencer?!" At the moment all he can think is thank God Mrs. Benson was out of town visiting her cousin.

"I'm sorry."

"Sorry? You're sorry?!"

"I shouldn't have acted like that Sam. I was disrespectful towards you. I'm sorry. But it was a shock to see you there. l like…that…" His words mumble off and he suddenly feels like he's eleven years old.

"Naked. I was naked Spencer." She spits it out for him.

"Yeah. I mean you're Sam. It was…weird?" She rolls her eyes.

"Grow up Spencer seriously. You have seen plenty of naked people why was I so different?"

"It just was Sam. Again if my calling you out or rushing out offended you I am sorry." She shrugs mutters something under her breath before walking to the couch and taking a seat.

"If you seeing me naked made you uneasy perhaps I should feel the awkwardness too. To help understand where your coming from?"

"Sam…" His voice is weary.

"I think I should see you naked."

"What?! No. That's crazy!"

"Fair is fair Spencer."

"You were at an art class modeling. You signed up for this. Yes me being in that class was unplanned but it is what it was," She stands up again and walks over to him until she's inches from him.

"You're an ass. I think you liked what you saw. I think you've liked me for awhile. Hell longer than you've been allowed. And that's why since Carly left you have been avoiding me. If that pissed or hell even concerned to see me like that in front of the room you'd have dragged me out of course covering me in the jacket. But you didn't. Seeing me like that was a reminder I'm no longer a child and you shut down."

"That's ridiculous Sam." He wants this voice to sound stronger than that. She smirks.

"Did April buy you lessons?" He is unaware she knew he was dating anyone, let alone her name.

"Yeah she did."

"Did you actually do the assignment? I mean did you draw the wonderful human body?" She mocks the tone of the teacher's voice; he assumed his class wasn't her first.

"No. But things got complicated." She laughs.

"Shes an idiot."

"Excuse me?"

"She should know that painting isn't you. If someone asks you to draw a turtle you'll hand them a soda can nailed to a cross hooked up to flashing neon lights. That's you Spencer. Not..' She steps way and pulls off her top the bra already missing. ' this."

"Samantha, Please."

"You deserve to be with someone who understands you. Who won't try to meld you. You deserve to be with someone that challenges you."

"She does."

"Stop lying."

"I'm not."

"Are you happy with her?"

"of course."

"Stop lying Spencer."

"Look April and I are happy!"

"I don't believe if that devoted to her and that relationship you won't be standing there, staring a me. And I know you like what you're seeing." Her eyes flash down to his crotch area. He had foolishly had hoped it wasn't noticeable.

"It's a natural response." He whispers.

"Sometimes. But not this time. Look Spencer I like you. I think you're amazing. Creative, Fun. Refreshing. I miss spending time with you. Seeing tonight was a reminder of that. I don't see why we can't…" This time she is unable to continue.

"Because…your Sam and I'm Spencer."

"That isn't good enough."

"I've known you since you were a little kid."

"I'm not a little kid anymore."

"I'm dating someone."

"She's horrible for you." He sighs shaking his head.

"She's really not bad Sam. But you're right. She…doesn't get me. Not like you." She steps forward again leans up and kisses him. He ignores the voice in his head and kisses her back, his hand almost immediately creasing her bare breast.

"I was serious about seeing you naked. Fair is fair." He can feel her smiling on his lips.

"This crazy go this is so crazy…" Spencer whispers kissing her again. He'd have to make sure to thank April for those lessons…