A/N: while writing this, i felt a tad bit inspired by the soundtrack of the movie Juno as I was listening to it while writing this (especialy durring the spencer/oc moments). enjoy!

CHAPTER TWO

Back at home, Spencer read his new message with a smile and dialed the number that was attached with it. He waited until he got an answer.

Meanwhile, Naima was going to leave for work as her cellphone rang "Hello?" she picked up.

"Hey! Is this Nay-ma?" Spencer mispronounced her name.

"Yeah, and its pronounced Nigh-eee-mah." Naima replied "Um who is this?"

"Oh, this is Spencer from …"

"Um, how did you get my number?"

"Well, cuz you-"

"No, don't answer that. I know exactly how you got my number. Hold on a sec, okay?" she placed the phone on the coffee table and went to Shellie's room "Oh no you did not just give cereal boy my number…"

Shellie was just waking up "What are you talking about? Of course I did! Er, didn't!" she smiled sweetly.

"Why? Why has it become your life mission to find me a boyfriend??"

"Just think about this, maybe having a boyfriend can be a gateway to inspiration for new paintings and junk?"

"Whatever, I am not talking to him…" Naima left the room and made her way out of the apartment. Shellie came out of her room and discovered that her cellphone was still on the coffee table. She then went to pick it up.

"Hello?" she spoke.

"Oh hey, you're back. I know you must think I'm ridiculous for being on the line for this long but I've got time…" Spencer replied.

Shellie was surprised that he didn't ask for Naima. After all, she and Naima did sound alike "Oh, that's cool! So uh, do you wanna meet up for dinner?" at this point, Naima would have buried her alive.

"Yeah! Yeah, that'd be awesome. How's Café de Love sound?"

"Amazing! I'll meet you there! Bye!"

When Spencer got off the phone with her, he jumped up and down yelling "I got a daaaate, I got a daaaate!" in a sing song tone. Carly then came through the door "Hey! What's going on?"

"Well, little sister! I have a date tonight!!"

"Go Spencer! Is it the picture-less girl from ?"

"Yes."

"Oh no, what did I say? You have to take these things slow! Are you sure this is not Socko playing another joke on you again?"

"Of course not! Wait, I didn't think about that…ugh, anyways! I pretty confident this will go well. Besides, she's the one who asked me to dinner tonight…"

"Okay, but I'm gonna start worrying if you're out longer than three hours…anyways, that's awesome."

"Did you ever figure out what that box was near Freddie's door was?" Spencer grabbed two bottles of water out of the fridge and handed one to Carly as they sat on the couch.

"It was a new TV! Freddie is rich!"

"Oh my god, no wonder Mrs. Benson asked if I needed a ride anywhere…she's got a new car!"

"You should have seen Freddie today…he was walking around school looking like a rapper and the girls were falling all over him!"

All of a sudden, there was a knock at the door. Carly went to go get it. It was Freddie standing in all his well dressed glory "Hey Carls" he said smoothly.

"Hey! Wanna come in?"

"Nah, I gotta do some grocery shopping with my Mom right now. I just stopped by to ask if you wanna come do some studying at my house…AND watch some forty seven inch wide screen high def plasma screen cable?!"

Carly didn't know why but it made her smile "Sure! Okay!"

"I'll see you around seven." He winked as he left. Carly then closed the door and leaned on it taking in a deep breath.

"Someone has a crush." Spencer teased.

"Are you kidding me? That's Freddie!" Carly quickly replied in her defense.

"Mhhm. Suuure…" Spencer began to go towards his room.

"Just go get ready for your date!"

In the evening, Naima came home from work tired and smelling like sweat. As soon as she opened the door, Shellie was standing there with a dress, heels, and some makeup.

"What is this?" she asked confused.

"I'm taking you out to dinner!"

"O-kay…" Naima put her stuff on the couch and then took the dress and eyed it "Um, this?" the dress was a satin black number that was a bit above the knee and with skinny straps "There is something weird going on because you NEVER try to dress me up for dinner…OH MY GOD, you told the cereal boy to meet me tonight didn't you?"

"Um, maybe?" Shellie gave a small smile.

"UGH! Shells, I am THIS CLOSE to finding a new roommate, you know that?" Naima paced around the room.

"You know I love you and you're my best friend and I just HATE seeing you here lonely every night! And trust me, after this date, you will be paying my back for setting this up for you!"

"Sorry, I just can't do it. I've got too much to do tonight…."

"Cancel it! You just can't leave him hanging!"

"No, don't you mean you can't leave him hanging? You made this date…"

Shellie then sighed "Fine! I'll go on it for you. And I'll just tell him you got the last minute jitters and I'm here to find out what he's like."

"Whatever. Just as long as I'm not going." Naima sat on the couch flipping through the channels on TV.

Back at the Shay's apartment, Spencer came out of his room dressed in a plain blue button down, jeans, and his converse sneakers. He fixed the cuff on his shirt and went to Carly who was in the kitchen packing snacks for her and Freddie's study date.

"Hey, how do I look?" he asked.

"Like yourself." Carly replied.

"Is that bad or good?"

"Good. But, come here…" Carly came close to his face and pulled something that was at the inner corner of his eye.

"Ow! What was that?"

"Eye booger. God, that has been bothering me since this morning…" she flicked it off her fingers.

"Well thanks for telling me now…" he took a deep breath "Okay, later kiddo. I'll be back soon!" he grabbed his keys and went out the door.

"Later!" Carly yelled back as she was cutting up some fruits and put them into a bowl. She then wrapped the bowl in saran wrap and made her way to Freddie's.

Freddie was looking at himself in the mirror "Alright Freddie, this is Carly coming over…turn on the charm." He spritzed breath spray into his mouth and then winked at himself as he heard the knock on the door. He answered his door in his PJ bottoms and wife beater "Hey Carls, what's good?"

"Hey, um, I brought some snacks for us." Carly made her way in. She looked around the apartment. It was entirely re-done "Wow, your Mom must have went overboard with the re-decorating."

"Yeah" Freddie lightly laughed "She's at her book club. Can I get you something to drink? Would you like to get to studying or shall we watch something?"

They walked over to the living room "I wanna check out the TV!" Carly rushed to the couch and turned it on. Her eyes widened as the gorgeous view got the best of her "This is so cool…"

Freddie went to her with two cups of juice "Here ya go." He handed it to her as the two began to sit on the couch. They began to watch a movie that was on TV as Carly sneakily looked at him from the corner of her eye. Freddie was just sitting there with his mind focused on the movie. He wasn't trying to make any moves or anything. Maybe its too early to make a move she thought I'll just wait for it and tell him to back off…

Meanwhile, Spencer arrived at the restaurant and waited at one of the tables filling up on bread anxious to his mystery date was. She had been thirty minutes late and within those thirty minutes, he kept asking random girls if they were Naima. About five minutes later, he was just about ready to call it a night. Maybe he was just being foolish. Maybe Socko was playing another trick on him. He got up from his seat and turned to leave when he ran into a pretty blonde who was just coming in.

"Oh dear god, I am so sorry!" he helped her up.

"Its okay" Shellie stood up and looked at his face "You must be Spencer, right?"

Spencer froze. Shellie was gorgeous. There was no way he was this lucky "Yeah! Yeah, that's me! Naima, right?"

Oh no, he still thinks I'm Naima she thought as she looked at him smiling He's kinda cute, goofy looking but cute. Eh, why not keep it up and just tell him at the end of the night? "Yes! And you even pronounced my name right this time! I'm so sorry I'm late! But I have a logical explanation for that…fashion."

"Oh, well, uh, are you still up for dinner? I know its kinda late and all…"

"Yes! I'm totally still up for it…" she followed Spencer to the table as they were seated.

Back at home, they sat through the whole movie and still, Freddie was not trying to make any moves on Carly. She thought she would be happy but it bugged her. "My, um, my shoulders are cold…" she said as an attempt to have him notice.

"Oh, okay. Lemme just turn up the…" he went to the thermostat and turned it up. It was getting a bit hot and that wasn't the reaction she expecting. She wanted him to put his arm around her.

"Good enough now?" he asked.

"You know" she got up and fake yawned "I'm actually quite tired. I think I should get going." She then went to the door hoping Freddie would chase after her. But he didn't.

"Later!" he said. He could tell she wasn't used to this cool new Freddie.

When Carly went back to her place, she took a minute to breathe. What the hell was that? He was completely immune to her it was ridiculous. It was driving her nuts and she went to go lie down but then there was a knock at the door. She went to get it and there was Mr. Suave himself Fredie Benson standing there with the bowl she brought earlier and her school books "You forgot these"

"Oh, thanks" she smiled as she took the items off his hands.

"Were you really tired or were you just…"

"Listen, I know this is not easy for me to say but I just felt so uncomfortable with you like, not trying to make a move on me. Its almost…like you've become a different person…"

"I thought you didn't like it when I was hanging all over you?"

"I don't but…this is just too weird for me…"

Freddie came close to her "Aww Carly, relax" he then hugged her "You'll always be my number one girl."

"Oh, Freddie…" she felt relieved.

Over her shoulder, Freddie smiled a devious smile. He could definitely get used to Carly being addicted to him like this.

It was midnight when Spencer and Shellie ended their date. He had learned a few things about her: She was quite gorgeous, she a made a cute laugh whenever he told his lame jokes, and she was nothing like she appeared in Naima's profile. He tried talking to her about art but she wasn't interested and was often confused when he went on about pop art. But it didn't bother him too much. She was a beautiful and he hadn't been very lucky in a long time.

At the end of the night, he drove her to her place and walked her up her door. "So…" he said "It was nice to meet you."

"Yeah, you're really funny. And cute." She replied.

Spencer blushed a bit "Wow, no one has ever called me cute before. Well, except old ladies and bus drivers…"

Shellie laughed her cute little laugh again.

"Can I take you out again?"

"Um…I'll call you okay?"

"Oh, okay."

"Goodnight!" she then hugged him and went inside her place. When she was inside, Naima was in front of her canvas again holding a pint of ice cream "Hey you" she said with her mouth full.

"Nims, I don't know how you could pass this guy up! I thought he was going to be a total dork but in person but actually, he's a huge dork but his cuteness makes up for it! Oh, and he kept talking to me about all this art junk and what not because yeah, I was pretending to be you but…ugh. He's a keeper!" she plopped herself on the couch.

"Wow, sounds like quite a guy…" she rolled her eyes and continued to down ice cream "How long are you gonna keep up using my name?"

"Uh…do you mind if I go out with him again?"

"I don't care…"

"Great! And hon, I don't know how you can cram your mouth full of that junk and still have such a small waist…" there was Shellie and her on going criticism again.

Naima just rolled her eyes and tuned out her boring talking as she continued to paint.

Back at school the next day, Sam was putting books into her locker as Freddie passed by her trying to get to his locker. She then turned around and spotted him "Hey jerk face…" she said.

Freddie wasn't listening. He just went about his business.

"Are you listening to me, dork?" Sam looked at him strangely "Um, Loser!" she kept throwing insult after insult at him. Freddie still wasn't listening. He went off into the hallway as Sam chased him down. She then tackled him and pinned him to the floor.

"Sam, get off of me!" he yelled trying to move.

"No! Not until you feel bed about what I'm calling you!" she replied "Loser, Jerk, your breath smells like pee!" she was going nuts.

"You know, you really shouldn't say such un-ladylike things like that. You're such a cute girl, Sam."

Sam immediately froze like a deer in headlights "What did you just say to me?"

"I said you were cute. What? Can't take a compliment or something?"

She could feel her mean spirit breaking down. Freddie pushed her off of him and got up to walk to class. Sam sat on the floor still in a daze of what Freddie just said. Carly was coming down the hallways now and spotted her vulnerable state "Hey, why are you on the floor?"

Sam looked up at Carly "Oh, um, my feet got tired…"

Carly helped her up as the two began to walk to class. "Hey, I called you last night. Where were you?" Sam asked.

"I was…at Freddie's. Watching some TV." Carly replied feeling like the world was going to crash on her.

Sam cringed at the name Freddie "Oh, is that all that you two did?"

"Yes…oddly enough."

"Do you like him?"

Carly then stared strangely at Sam's questions. Was she catching on to her? "Uhh…no. Why do you say that? Do you like him?"

Now it was Sam's turned to be stunned "No, why? Me? Liking Freddie? Are you out of your mind?"

"I know! What did you think asking me if I liked Freddie?" the two girls laughed it off but still had that lingering lasting feeling Freddie left on both of them.

At the end of the day, Spencer came to pick Carly and Sam up from school. As soon as he pulled up in front of the building, they got into the car.

"Hey ladies" he said quite cheery "How was school?"

"Fine, great" were the answers he got from them. "Oh, how was your date last night?" Carly asked.

"Great! Her name is Naima…"

Sam and Carly ooohed and ahhed at the name.

"I know, it's a great name right? So artistic and unique! To bad she seemed like she wasn't too into art...BUT she was incredibly gorgeous! She makes me come up with so many ideas…which reminds me, you mind if we stop at this art store for a minute? I haven't heard about it till now and Socko tells me its been around for sometime…"

"Sure, go ahead." Carly replied.

Meanwhile, Naima was at work pulling various art supplies from a box and stocking them into a shelf while talking to her co-worker "So yeah, Shellie sets me up with this guy from …I check out his profile and yeah, seems like a decent guy but meeting through a dating site? That's creepy!"

"Beyond creepy…" co-worker Maria agreed "That's like selling yourself to a murderer…"

"I know, right?" Naima sighed "Shells went on a date with the guy last night. And I'm glad she's taking him off my hands…"

A few seconds later, the little bell that hung from the door of the store rang as Spencer, Carly and Sam made their way inside. The store was a bit small and independent but had pretty much everything an artist would need. Even rare, hard-to-find art books. Spencer looked around and pretty much felt like he was in artists heaven. Naima looked up to see who came into the store and froze and dropped a whole bunch of art supplies when she saw "cereal boy" a.k.a Spencer standing there browsing sculpting tools and books. She immediately recognized her whole face and the shirt he was wearing in the video.

Naima quickly walked towards the counter and took off her name tag and hid it. Maria noticed her franticness "What's going on, Nims?"

"I'll explain later" Naima whispered back.

"I'll tell you later…" she walked back to the area she was stocking the supplies.

"Hey" Spencer said as he spotted her.

Naima froze and turned around "Hey, what can I do for you?"

"Um, I was wondering if you had any other books on Claes Oldenburg? I have some of these right here…"

"Yeah, I'm pretty sure we do" Naima went towards the books and bent down to the drawers and pulled out three books "Oldenburg fan? He's not Harry Joyner but I give the guy some credit…"

Spencer smiled wide as looked at her "You know, I've always thought the same thing…"

"Joyner did have his weak points in his career…don't get me started on the kitchen appliances period…"

"Oh, I know! I hated that! But ironically, that period kinda made me want to start pursuing art."

"Get outta town! Me too!" all of a sudden, Spencer wasn't so bad, Naima thought. "Um, so uh, you gonna get those books?"

"Yeah!" he smiled at Naima and her messy brown hair and paint covered smock dress. She wasn't as hot as Shellie but she was still cute.

"You need anything else?" she asked.

"Uh, I'll take some watercolors and…"

Sam and Carly looked at the both of them and then looked at each other "Looks like Spencer has a crush…" Carly whispered.

Naima took his books and watercolors and rang him up at the counter. She was blushing knowing that Spencer was watching her with much admiration.

"So w-whats your name?" he asked.

"My name?" Naima knew she couldn't use her name "Uh…" she turned around and looked at Maria who was practically laughing at her hiding behind a tabloid magazine with Madonna on the cover. "It..its Madonna…"

"Madonna?" Spencer raised an eyebrow "Wow, that's, uh, that's a pretty famous name…"

"Yeah! I know!"

"Uh, excuse me, Madonna, could you hurry up and ring the guy up?" Maria teased.

Naima turned around and mouthed "Shut up!" and then quickly turned back to Spencer "And your name?"

"Its Spencer. Spencer Shay."

She finished ringing him up and bagged his items and handed it to him "Thanks for stopping by!"

"Yeah, I should come by more often!"

"Well, it was nice meeting you."

"See ya" Spencer was still smiling at her until Carly and Sam had to drag him out of the store. Once outside, the girls laughed at him "Oh my god, I thought you were just coming in to look around?" Carly asked.

"Yeah, you like came out with three books and a set or watercolors…" Sam added "Either you decided you needed those things last minute or she really suckered you into buying stuff…"

"Yeah! Did you see that? Spence, you totally love Madonna…and Madonna? What kind of name was that?" the girls teased and teased him.

"She was pretty great. I will admit that." Spencer replied.

"Well, what are you waiting for, Romeo? Go back and ask for her number!"

"Get out there, playboy!" Sam swatted him on the back hard.

"Ow! Jeeze, Sam!"

"Sorry…"

"Okay, maybe I should go back there…" he turned around.

Back at the store, Maria watched Naima "What was that all about? The guy was so into you and you're giving out a fake name and everything…"

"You don't understand, remember the guy I was talking about earlier? The one Shellie tried to set me up with and ended up liking? THAT'S HIM!"

Maria's jaw dropped "Oh my god, and you're like totally regretting it now, aren't you? Cause you love him!"

"Don't be silly, I just met him…"

Maria looked over her shoulder "Oh snap, he's back! Probably going to ask you out…"

Naima panicked "Tell him I'm on lunch break" she then went into the back. Just as she disappeared Spencer went back into the store and went up to the front "Hey, is Madonna still around?"

"No, she went on lunch break…" Maria replied. Still laughing at that ridiculous name.

"Oh…okay. Well, later then…" he made his way out of the store feeling like he had lost a once in a lifetime chance.

In the back room, Naima sighed. There was going to be a whole lot of mess to be fixed.

(chapter three coming soon!)