A/N: This story basically ignores the iGoodbye and anything after. Meant to originally be a one shot, this will most likely end up being a three part story. As always, enjoy, disclaimer, I don't own iCarly, blah blah blah.

When Sam was 16, she broke up with Freddie. Or Freddie broke up with her. They said it was mutual, but Spencer was never really sure, because sometimes he caught them looking at each other and it filled the room with a sense of uneasiness that Carly never seemed to be aware of.

Spencer was never sure what to make of it, but sometimes Sam would look at Spencer instead and he would fill with a happiness that he couldn't explain.

"I'm not sure if I love him anymore." Sam said one day, causing Spencer to look at her in a peculiar way. Before that, Spencer had been completely unaware that they were alone in the apartment.

"Who?"

"Freddie." Sam replied, her tone and expression casual. Spencer wasn't prone to discussing things like this with Sam: that's what Carly was for. When he didn't respond, Sam let out a breath and stood up from the couch and started walking to the kitchen.

"Why are you telling me?" Spencer said finally. Sam had already opened the fridge and started looking for something to drink. She felt his eyes boring into her back and she quickly grabbed a Peppy-Cola.

"Because I never told Carly how much it hurt." Sam said, looking more serious than Spencer had the stomach for. When he continued to stare, Sam continued. "When we broke up, it hurt. Looking at him hurt. But I told Carly it was mutual and Freddie acted like it was no big deal, and so I didn't tell Carly that it hurt. I'm still sad... but it doesn't hurt anymore." she whispered, walking closer to Spencer, who was sitting still on the couch. Spencer looked at her with sad eyes, but he tried to hide it. He knew she didn't want to feel pitied. Instead, he pulled her down onto the couch and put an arm around her.

"Hurting is good, Sam. Hurting means it mattered." Spencer said, putting his chin on her head and she leaned into him.

"This is kind of weird." Sam said, trying to alleviate the emotional situation. Spencer laughed, running a finger through her hair.

"Yeah, a little."

"Do you think I'll find someone else who will love me?" Sam whispered, quite enough that Spencer barely caught it. He was shocked at the question, and not quite sure how to respond. Eventually, he thought of the blonde currently in his arms and he was glad that she couldn't see his eyes.

"Yes." He said. "Anyone would be crazy not to love you."

When Sam was 17, she had gotten used to talking to Spencer about her problems. Apparently there were a lot of things that she just couldn't talk about with Carly. Freddie was one. College was another.

"She expects me to apply to all these different schools, Spence."

"Why don't you?"

"I'd never get in... besides, I just want to get into a culinary school."

Spencer thought it was pretty cool, Sam doing her own thing and not wanting to follow the crowd of Ridgeway teens who had college funds and money to spend on frat parties. He understood it, having never finished college himself. Sam was happy to have someone who would just listen, without judgement. Sometimes she thought that maybe she had gotten closer with Spencer than she was with Carly. She was surprised when she realized that she was definitely closer with Spencer than she had ever been with Freddie.

Sometimes Sam talked for hours and Spencer would just sit there and listen. He often found himself mesmerized by the way she talked, the way she laughed, the way her mouth moved, but he snapped himself out of it and focused back on her rant about Ms. Briggs, or Canadian bacon, or her mom. This didn't go unnoticed by Sam, and at first she wasn't sure how she felt about it. Certainly, there was something here that Carly would disapprove of, but Sam had to admit (if only to herself) that she didn't want him to stop looking at her like that.

One day, however, he stared longer than usual.

"Spence? Spencer? Are you even listening to me?" Sam said, snapping her fingers in front of his face. He blinked fast and cleared his throat.

"Uh, yeah, yeah." He said, not convincing enough, however. Sam frowned and tilted her head.

"What are you thinking about?" She asked. Spencer stared at her. He couldn't very well tell her that he was thinking about her mouth, her lips and the way they moved. Hell, he had been trying to tell himself that that kind of thinking was wrong. She's 17! She's your little sister's best friend! He would say to himself, before the devil on his shoulder would chide in. Sam gave him a look that said he must've been staring awhile, more exactly, he had been staring at her mouth again. Her lips parted and she looked his face up and down, her eyes soft. And then she did something he wasn't prepared for. She leaned in.

Unprepared as he was, he sat frozen as her hand gently touched his face and their eyes locked onto each other. Suddenly, her lips were on his and, goddammit, he wanted to melt. But he couldn't, because he had a conscience, an age gap, and a pretty blonde before him that was not an adult, as much as her curves would deny it. He lightly grabbed her shoulders and pushed her away.

"No." He whispered, not wanting to look her in the eyes, because when he did, she would likely look like a wounded puppy. He couldn't bear that.

Right then, looking at her hurt.

When Sam turned 18, she was a month away from graduating. She had finally caved and told Carly that she hadn't applied to any colleges. Carly was furious, of course. Not because she didn't apply, but because she hadn't told her.

"I don't care if you go to Berkley or Washington State or clown college, Sam. I just want you to be happy."

Carly, of course, had been accepted into all the schools she applied to. In August, she would be heading off to Brown, and Freddie would be heading to MIT. Deep down, Sam was a little sad that her friends were doing such aspirational things, but most of all, she was happy for them.

Things had gotten better with Freddie, more normal. She made jokes at his expense, and he laughed and called her 'she devil', and they had both seemed to move on from their short love affair. Things between Spencer and Sam hadn't been so good, though.

After that night, and the kiss, things had become strained between the two. Carly had noticed a change in Spencer, but never would have guessed the real reason why. When she tried to ask him what was going on, he always came up with some excuse that made sense to Carly, and she'd be off on her way. He always thought about the fact that without Sam, he wouldn't have been able to lie like that.

On the day of graduation, everyone seemed so happy. Everyone was smiles, and laughter, and relief. Freddie's mom took enough pictures to fill the MoMA, and Sam had high-fived principal Franklin as she walked across the stage. Carly was so proud of Sam, who had worked hard to graduate on time, she was like a mother hen.

That night the loft was filled with newly graduated young adults, all celebrating the biggest event in their life up to that point. Spencer gave Carly ground rules, and had retreated to his room, wanting to give Carly and her friends some space for what was likely their last big hurrah.

When it was nearing midnight, the party was getting louder, and Spencer was only hoping that Sam hadn't spiked the punch. Of course, he couldn't convince himself.

"You're missing a hell of a party."

Spencer jumped at the sudden voice, and turned around to see a curly blonde standing in his doorway, leaning against it as a party hat tilted sideways on her head.

"Sam." He said, just as she took a drink from her plastic cup. "Do I have you to blame for a bunch of underage drinkers in my apartment?" He tried to sound stern, or upset, but he couldn't help the smile that played on his lips. She laughed and shook her head.

"I think you'll have to blame Gibby for that one." She set the cup down on the dresser near the door and walked toward him. "You know, I'm 18 now..." she trailed off, looking up at Spencer as she entered his personal space.

"You're still Carly's best friend." Spencer stated, but not moving away from her. She ran her hand down in arm and his heart involuntarily skipped a beat. He closed his eyes and tried to center himself. Sam leaned in closer to him.

"I'm not worried about that right now."

"I am."Spencer finally backed away and looked down. Sam seemed to react the same, looking down at her shoes.

"Was I reading this wrong? Do you not like me?" Sam said, tears brimming in her eyes before she pushed them back. Spencer released a breath he hadn't known he was holding and moved closer to her again, placing a hand on her cheek.

"Oh, of course I do." He looked down at her with sad eyes. "But will you still feel this way in the morning, when you've sobered up and you can think clearly? When you can imagine how Carly would react, how Freddie would react?"

"Yes." She responded clearly. It came out steady and strong, like she had just been waiting for him to ask that exact question. He sighed and moved his hand from her face.

"Then we'll talk then."

Sam woke up the morning after graduation with a headache. Apparently, so did everyone else, because no one dared speak too loud, and the few people that had stayed and passed out in the Shay apartment were slowly waking, and holding their heads in the process. There was, however, a pleasant smell of bacon entering her nose and she suddenly decided that greasy food was the only hangover cure she would ever need.

Quietly, she walked to the kitchen, finding Carly and Spencer chatting over the sound of sizzling and popping. Carly looked up and shook her head.

"Well you just look like a ray of sunshine this morning." She said sarcastically. Sam stuck out her tongue at her best friend.

"How are you so perky right now?" Sam asked, pouring herself a cup of coffee and stealing a piece of bacon off the skillet, momentarily meeting Spencer's eyes before turning back to Carly.

"Well apparently I'm the only one that knows when to stop drinking." Carly laughed, leaning back and pulling her hair up into a ponytail. Spencer leaned against the counter and lifted a mug to his mouth.

"You know, as the parental figure here, I feel like I should be condemning the actions of last night." He said, taking a sip of coffee. "However, considering that no one drove home drunk and the cops weren't called, I'm gonna let it slide."

"Ah, to be a lenient guardian taking care of a teenage sibling." Carly chided, patting Spencer on the shoulder as she stood up and walked out of the kitchen. "I'm gonna go take a shower. Sam, don't throw up on Spencer." Carly pranced up the stairs, Sam shaking her head at her perky friend.

A few minutes passed in awkward silence as Spencer and Sam drank their coffee. Eventually, Sam sighed.

"I hadn't, you know." Sam said, staring down at the table. Spencer frowned at her.

"What?"

"Imagined it." She tapped her fingers on the table and finally looked up at him. "I hadn't imagined how Carly would react. I had thought about it, but I hadn't fully imagined a scenario."

"And you have now?" Spencer pulled out the chair opposite her at the table and slowly sat down. Sam nodded.

"I think... we wouldn't have to tell her right away."

"I think that could be very dangerous."

"I think we shouldn't tell her anything until we know exactly where we stand." Sam looked hard at Spencer and he could see a look of determination underneath her stern expression.

"Okay."

Sam looked at him in shock. Was he saying what she thought he was saying? He let out a small laugh at her expression. Suddenly, she leaned over across the table.

"Does this mean you'll kiss me now?" She said, a burst of confidence overcoming her. Spencer set down his mug and smiled at her.

"Yes."

Part 2 coming soon (hopefully). Reviews are oh so welcome!