Sam had woken up throughout the night, but this was the first time she did as daylight creeped through the curtains. She turned from her side to her stomach, smashing her face into the pillow to eliminate the light, breathing in the stale smell of the pillowcase. She pushed her arm across the bed, hoping to feel Spencer's body next to her. She often would wake up on his couch and he would be reading or doodling in front of the couch, his head resting on her knee. She had become accustomed to feeling him next to her when she fell asleep near him.

Her stomach tied in a knot at the recollection of the events that unfolded only hours ago. She remembered his hands, and how his lips so near to hers clouded her brain, sending electricity through her entire body. Sam didn't know how she managed to push him away, how the intoxicating smell of Chinese food on his lips and paint fumes from his shirt left her sane enough to not let him kiss her.

But this trip wasn't about them. It wasn't about Spencer's jokes or the way his arm slipped behind her when he opened the door for her at Inside Out Burger. She needed to keep her head clear and her heart at bay. She asked him to come with her because she couldn't do this alone and that was it. That had to be it, for now.

Sam rolled on her back and opened her eyes to a mysterious stain on the ceiling. She cringed and rolled towards Spencer's bed to find it empty. She felt her heart hammer in her chest. Did he leave? Where was he going? Is the car still here? Was she alone? She jumped out of bed and jogged to the bathroom, which was dark and empty.

"Shit."

She started to go over the possible reasons for his absence in her head as she looked around the room. Spencer's bag was missing, his bed messy and unmade. She tripped over her bag as she ran to the door and pulled it open quickly. She coughed on the air caught in her throat.

Spencer stood on the other side of the door, his hands full of fruit, bagels, waffles, and two coffees that were dangerously close to falling out of his hands. In his mouth was the hotel key. His eyes widened at the sight of her.

"Spencer." She choked.

He said something through the room key that sounded like her name. Her feet felt cemented the ground as she stood in front of him, not believing he was in front of her. She had just spent the last five minutes convincing herself he was gone, trying to figure out what to do from here without him. He took a step forward and slithered by her, his side grazing her arm, making her jump.

"I thought, I mean, you weren't here and I-"

Spencer placed the contents on his bed and turned on his heel, offering Sam one of the coffee cups. She took it slowly, examining his hand as if she didn't believe it was there.

"There was a continental breakfast. There were millions of fruits, none cut into fun shapes though. There were pancakes but I remembered how you think pancakes are waffles' bastard son and how if there was ever a choice between waffles, pancakes, and Hitler and you could save two, you'd probably save Hitler because pancakes are that pointless. They had those mini cereal boxes but no Sam sized ones. I tried to bring one of every fruit and one of every bagel but as I was grabbing the waffles the lady at the front desk was eyeing me so I could only grab two. You can have both." Spencer took a sip of his coffee. "I also asked for extra shampoo because it smells amazing. I put everything in the car except your stuff because, obviously, you weren't dressed yet."

Sam almost dropped her coffee. Spencer seemed too happy to be up at 8AM, although she knew his love for a wide fruit selection. She examined his face, looking for any clues about how he felt, if he was hurt from last night, if he remembered or cared. She started to wonder if she dreamed all of it up.

Spencer sat on Sam's bed and grabbed a bagel and took a bite from it, letting his coffee rest on the bedside table. She watched him as she walked up to him slowly, her grip on her coffee becoming less and less important with every step. She noticed him watch her as she put her coffee next to his and stood in front of him. He swallowed and looked up at her. She stood there, in front of him as they stared at each other for a few minutes, the silence in the room feeling heavy. She watched his eyes as they traced around her face. He blinked and slumped his shoulders.

"Sam, listen-"

She closed the space between them and wrapped her arms around his shoulders, his arms automatically finding themselves around her waist. She gripped him tighter as his face found its spot between her collar bone and jawline. Spencer's stubbly cheek scratched her skin through her t-shirt. She couldn't say much, she never was good with words, but she hoped he knew this was her apology. Her way of saying that she wanted him, that being with him made her happy. She hoped he knew that when she rested her cheek on his head it meant that she wasn't mad at him, that last night was right but the timing was wrong. Most of all, she never wanted him to forget anything she was saying with their embrace.

"It's okay." His breath tickled her neck.

She gripped him tight and then let him go. He looked at her, his hands resting on her hips.

"We should probably get going."

"Hey, I haven't eaten yet. Slow your load." Sam turned around, grabbed a waffle and with a huge bite, makes her way to the bathroom.

/

After a half hour spent eating and an awkward exchange of Sam's duffel bag through the bathroom door, the two of them were on the open road again. Spencer sat behind the wheel, enjoying the cool air coming through the cracked window. Sam had a Google map print out in her lap, flipped over where she was writing down all the essential categories for MASH. Spencer begged her not to play as he was almost certain he didn't like the game any more than he did when Carly and Sam made him play it when the girls were 12.

"Ok, I'm done. So." Sam beamed up at him. "Four broads."

Spencer scrunched his face up in concentration. He was having a hard time thinking of anyone without wild blonde hair and a goofy laugh.

"Dame Judi Dench."

Sam laughed and quickly jotted it down.

"Sasha Striker."

"So you guys can nerd it up for the rest of your lives, aw." Spencer shoved her.

"And." he shook his head. "I don't know, just write some down for me."

There were a few moments of silence as Sam wrote down two other names.

"Salary."

"Just write anything over a million, four times."

"No, you can't do that. One has to be bad. One will be mud pies."

The car ride continued as it always did, full of random games and lots of laughs. However, after they got some gas next to a McDonald's that Spencer was unsure of, even though Sam ordered half of their menu, she fell asleep, burger wrappers scattered around her lap and feet.

All the worries about this trip and what was happening and why he was even in Sam's mom's car had escaped him last night. Now he had more questions - more important ones. Why did Sam resist him? Only a week ago they were wrapped in each other's arms and legs watching the first season of Girly Cow. When she shifted her weight into him after a fit of laughter, he smoothed his hand under her shirt and rested his hand over her stomach with no resistance. Days before that she was called in to close at Mr. Bean's; he stayed in the empty coffee shop with her and mimicked the Dirty Dancing finale when "Time of My Life" came on the radio. They kept dancing into the next slow song when he couldn't help but uncomfortably bend down and bury his face in her hair, letting his lips graze her cheek that caused her arms to tighten around him, not to push him away. Sam Puckett used to be hard to read, but it had seemed easy since he found her behind the counter at Mr. Bean's. He never questioned his actions or thought they would go badly, nor did he find it strange when she told him how hot he looked when he loosened his tie after a lesson at the center. This all felt natural, organic, like it was always supposed to feel this way.

Then he tried to kiss her. He told her he was going to, and by all intents and purposes they already were. Kissing women wasn't new to him, approaching women to kiss them was also old hat for Spencer. Over the years he had adopted many fool-proof techniques that were great when he was out at bars with Socko. It was easy to say that he had been around long enough to understand what women like and what they want and how he could also get what he wanted. But Sam, she was different. He had never done any of what happened last night with any girl. His heart had never drummed in his ears so loudly that he wasn't sure if she was protesting sooner. He had never been intoxicated by the smell of broccoli beef or lose control at the closeness he felt with a woman's nose graze his. Being with women was easy, old, standard. Being with Sam was effortless, familiar but still new, and everything opposite.

Sam's cell phone buzzed from the cup holder. He stole a glance and saw a pop up window with Carly's name above a text.

I can't believe you're doing this. Turn back, nothing good can come of it.

Spencer felt his stomach tighten and looked at Sam. She was still asleep, her mouth slightly open, her head resting on the window: beautiful.

What was Carly referring to? The trip, the reasoning behind this trip? That Spencer was hanging out with Sam so much and tried to kiss her last night? He was tempted to text her back, ask her what she meant, or look at the text history between them. He struggled to consider what was right and what he needed to know as a car passed him along the highway. He bit his lip, and with his eyes on the road reached for the phone.

"What are you doing?" Sam's voice almost made him turn into oncoming traffic. Sam grabbed her phone.

"Oh, oops. Sorry." He shook his head and forced a laugh, his palms beginning to sweat. "I thought that was my phone."

He glanced at Sam, who was looking at him questioningly, then she turned quickly to her phone and began to text Carly. The car remained silent as minutes passed, only the sound of Sam's text message alerts and typing filling the space.

As the roads became more straight and the scenery more dull, the numbers indicating miles to Las Vegas on road signs were dropping slowly. Sam was still texting Carly sporadically through the hours, occasionally mentioning something Carly did recently or how one of her exams went. The closer they got, the more curious Spencer was about where he was actually supposed to be going. Las Vegas was practically here, and all the Google maps indicated were the city, no one place in particular. He didn't want to press Sam for information, silently hoping that when they were under 100 miles away, she might share that with him. After it seemed like she was going to be more interested in whatever Carly was saying than where they were going, he decided to try.

"Do you know what exit I get off at?" Spencer asked carefully. She took a few moments, finishing a text before answering without looking at him.

"Whatever one looks lucky."

"Sam, come on." He immediately regretted his response and tone.

She looked over at him, the whip of her hair causing a rush of air to wash over him. "I don't know what exit, take one in Las Vegas and just..." She paused, then swallowed. "Just stop at any hotel and we'll check in and go from there."

It was the most information without any real facts that he had gotten out of her. However, he was starting to wonder if this was just some gambling vacation with no real plan.

The glamorously, dirty streets of Las Vegas greeted them an hour later. He wanted to stay away from the strip due to his fear of Sam having some sort of gambling problem, and disobeyed tourist road signs pointing to the strip. He decided on a Best Western that seemed far enough away from trouble that lacked questionable surroundings. He turned off the engine and stretched in his seat. He relaxed and looked at Sam, who was staring at her lap, not moving.

"Want to see if they have any rooms?" Spencer asked. She gave him a small nod.

He jumped out of the car and stretched again as Sam got out of the car slowly. She looked at him over the vehicle and they locked eyes for awhile, the glow of the parking lot lights catching her face. He gave her a smile that she returned. She spun around and headed into the office. He followed behind and joined her at the counter while she asked about a hotel room. Spencer watched as the clerk gave Sam the room keys and showed her a map of the complex, circling their room. Sam's face was no longer sullen and vulnerable, but the one he's familiar with, full of determination and spark.

"Is there anything else I can help you with?"

Spencer shook his head but didn't answer audibly. He smiled politely at the clerk and grabbed the room keys as Sam swiped up the map. Spencer started his way back out of the lobby but noticed Sam was still at the desk. He turned around.

"Where do the scum of the Earth gather in this town?

The woman behind the counter seemed taken back by Sam's question, but soon grabbed a piece of paper from the nearby printer and started jotting things down.

Spencer had been sitting on the hotel bed for a half hour, flipping through the limited channels, only staying to watch some local news. When they had gotten to their room, Sam threw the paper on the bed and escaped into the bathroom with her duffel bag. Spencer grabbed the paper and skimmed the list. He wasn't sure, but all of the locations sounded like bars. Bars that he knew Sam wouldn't be able to go into.

He had changed his shirt after looking over the list, figuring he may need to look good to be allowed in some of them, although by Sam's description of places she needed to go, he slightly doubted it. Too nervous to interrupt Sam, he had left her alone as she clunked around and cursed in the bathroom.

While he spent the last 48 or so hours wondering why the hell they were going to Vegas, being there was a whole new experience. Everything felt on edge and was moving so quickly. He felt restless, as if he was late to something.

Spencer heard the bathroom door open and quickly changed the channel from the Home Shopping Network. He heard Sam curse under her breath and she appeared in front of him.

He coughed as she turned towards him and flailed her arms in the air.

"I look fucking ridiculous." Her words sounded far away.

Spencer selfishly examined her. Her body was being hugged by a short black dress that couldn't have been the correct size for her. Her hips pushed out from her small waist in a way that he had never noticed, perfect. Her legs were a smooth, creamy white, accentuated by the tallest shoes he had ever seen her in, bright red, the points coming to a dangerously small tip at the bottom. As his eyes trailed back up to her dress, he noticed that he may have been right about the dress being too small. Her breasts were pushing to break free, being held in by a lace bra that was peeking out over the top of the garment. Her cheeks were flushed, almost matching the intense red color on her lips. Her eyelashes were incredibly long, her eyeliner thick but just enough to entice him to want to continue staring into her eyes. Her hair was full and engulfing her small frame, large, perfect curls begging to be touched. His eyes wandered across her body again, but snapped back into reality when she turned around to face a mirror on the opposite wall.

"Ugh, I look like a 12 year old prostitute."

Spencer shook his head vigorously, but she didn't notice. His heart was pounding and his palms were wet inside his clenched fists. He was fighting with himself internally, arguing with himself whether to look away, keep looking, imagine her with more clothes on, imagine her with less. He knew he had feelings for one Samantha Puckett, but this made him feel ridiculous. He cleared his throat before he spoke.

"Why are you dressed like that?" He asked slowly.

Sam turned around and he felt all of his insides fall to his feet. Fuck.

"I need to get into bars. I hear no one questions tramps." Spencer shrugged in his mind but never felt his body move. "I can't even breathe in this thing."

Spencer quickly blinked away as Sam adjusted her dress, smoothing material over her boobs and pulling at fabric along her thighs.

"Or walk." She chuckled as she walked across the room. Spencer stole a glance at her from behind and felt like crawling under the covers to stop from staring at her. Or take a cold shower.

"Well, who knows. Hopefully it will work." She reached across the bed, the smell of her hair passing through him, numbing his body. She grabbed her purse and grabbed a wad of cash that she quickly shoved into her bra. "Ready?"

She stood in front of him, her hip popped to one side, her legs shaky on their new foundation. He smoothed his hands through his hair as she turned around and headed towards the door.

They chose a bar at random and were following Spencer's phone GPS to find the place. The car ride was silent except for Sam barking out directions and her grunts as she tried to pull down and pull up her dress. When they spotted the building, Spencer parked on the street, feeling nervous for a reason that he was unsure of.

"Can you help me get out?" She laughed.

"Uh, yeah." He quickly turned off the car and jumped out.

"I'm sorry if you see any of my business." Sam said as Spencer opened her door. She gestured towards the bottom of the dress. He put his hand towards her and his eyes to the sky as she struggled to climb out of the car. When she stood next to him, she was almost a head taller than usual; he wasn't exactly sure where she stood compared to him though, because he kept his eyes above her head.

"You okay?" Spencer asked as he felt her trip over her shoes.

"Yeah." He looked towards the bar.

"Fuck."

Spencer looked down at her. He saw her shake her head and give her body a small stretch as she let out a long breath. She looked up at him, her eyes cutting off his oxygen supply.

"I'm 24. Same birthday, April 17th. I graduated high school in 2006." She was sure of her facts but her voice was shaky. He nodded.

"Do we have code names?" Spencer asked, his nerves catching up with him.

"Yeah, I'm Sam, you're Spencer." She rolled her eyes. "Now... um." She paused and looked down at her hands, fumbling with her fingers. She looked back at him. "There may be a time while we're in there that I want to leave. Just... follow my lead."

"What if I'm lost?" Spencer asked, his stomach tying in knots as he spoke.

"If I want to leave, you'll know it." She grabbed his hand, gave it a desperate squeeze, and led him towards the entrance.

With each step he his body felt more numb. She walked with such grace now, the heels and skin tight clothing hardly effecting her. Sam might just be the best actress he knows.

They walked through the entrance, Sam winking at the man stationed at the door, smoothing her hand under his chin with a flirty laugh. A wall of smoke hit him hard in the chest as he walked inside, making him cough, but he recovered quickly. His eyes started to adjust to the dim lighting and fog, but when Sam let go of his hand, he felt oddly lost. The room wasn't very full, groups of men hung around in various corners or at scattered tables. The main bar sat alongside the back wall, a greasy, slow man pacing behind it. A single pool table sat on the side of the room where two men stared at it, a pile of money in the middle. Spencer noticed another man watching from a distance. He felt Sam grab his hand and a second later he was being pulled to the bar. As they walked he noticed a few men turning to face them, eyeing Sam as she walked, their eyes dancing from her chest to her ass. Seeing this, Spencer's grip on her tightened and his ears warmed.

"Can we get some beers?"

Spencer heard Sam's voice and turned to face her. Her golden curls looked damaged in the horrible light and cloud of smoke. Spencer moved to her side and placed a hand on the small of her back. She leaned over the bar, her chest heaving over it. Spencer accidentally glanced at her breasts, averting his eyes quickly to the bartender.

"What do you want?"

Spencer felt her body stiffen under his hand.

"PBR." Spencer answered.

Sam slapped a twenty on the counter as the bartender grabbed their drinks. He accepted her money graciously and as if his tip wasn't enough, made sure to get an eyeful of her before he tended to his other business.

Sam took a swig and leaned towards him. "I guess it is working."

Spencer didn't have the heart to tell her that the bartender probably wasn't buying it but was risking his license to steal glances at her. He downed half his bear in one gulp, easing his desire to fight all the men that were staring at her. She turned around, walking towards a table to stand against it. Spencer followed and stood behind her. He almost asked her what was next, but decided against it. She seemed to be in a zone that he had only witnessed when she entered eating contests or made bets.

She craned her neck and looked around the room, squinting through the smoke. They stood this way for awhile, Sam looking around for something that he was unaware of as he tried to block male eyes that were pouring over her. One man approached her but was quickly dismissed by Sam. Spencer wasn't sure what was happening, but he wanted to get out of here. He was upset at all the men looking at Sam, upset that he couldn't breathe, and that his beer was gone. He took a swig of Sam's and took a step behind her, putting a hand on her back.

"Hey, are you okay? Do you want to go, or get another drink, or..." Spencer felt Sam's body stiffen and she stood up straight. Her hand flung to the edge of the table, almost knocking over her beer.

He could feel her breathing quicken, fast and unsteady. He looked around the bar quickly, wondering if someone was watching them, but he only found the same hungry eyes. Spencer took a small step to her side and looked at her face. Her lips were tight and closed, eyes narrow, her cheeks flushed. He followed her stare across the bar, at a pair of men who were holding beers and watching the ongoing game of pool. Neither of the men seemed to have noticed her. He looked back and forth between them until one of them laughed and he froze. The man was slightly overweight, a mane of graying, thin hair covering his ears. He slapped his friend on the back and laughed again, his smile resonating in Spencer's brain. Flashes of all the times he had made Sam laugh passed through his mind. The time he was sick and fell on his way to the bathroom, when she found him crawling awkwardly on the floor looking for a small screw from one of his sculptures, when she tried to teach him how to make a latte. His hands slowly clenched into fists as he watched the man whisper something to another guy in the bar before he spit on the ground.

He was why they traveled so far. Why Carly told Sam to turn back. Why Sam needed Spencer here. He was the reason Spencer had been racking his brain for days wondering why anyone would go to Las Vegas to do anything but gamble or get married. He was the reason Sam had been so vulnerable, anxious, worried, frustrated, and unhappy.

It was Sam's father.