AN: Well, I had kind of forgotten about this, but then suddenly I started getting reviews and stuff, motivated me to keep writing! So here we go! If there is anything that you would like to see in this story, let me know. I love suggestions, don't be shy!

It was Friday night, and instead of spending it out, Spencer was at home with three young teenagers. It didn't matter though, because Kayleigh was there too. She was braiding Sam's hair while Carly painted her toenails. Spencer was playing with video games with Freddy.

"So, mall tomorrow, Carly? We need dresses for the dance." Sam asked.

"Yep, Freddy, you coming?"

Freddy rolled his eyes. "Oh yeah, exactly what I want to do, spend the day shopping for dresses."

"Well," Kayleigh started to say, unsure of if she was overstepping her bounds. "Why don't I go shopping with the girls, and maybe you guys can do something 'masculine', and then we can meet up for lunch?"

The big smiles on the kids faces showed they agreed with this plan, and Spencer was smiling at Kayleigh too. He gave a little jerk of the head to indicate 'meet me in the kitchen'.

They both headed to the kitchen under the pretense of making some popcorn. Spencer reached out to Kayleigh, giving her a squeeze and a quick kiss.
"Are you ok with this plan?" she asked him, feeling a little unsure.

"Of course, why wouldn't I be?"

"I just don't want to overstep any parenting boundaries, you know?"

Spencer hugged her again. "It's fine. I think Freddy could use some 'guy time'. This could be good for all of us. As long as we get some time for us after."

"Mmm…of course."

This time the kiss was long and deep, until they both became aware of the complete silence. Pulling back, they glanced up and realized that they had three eyes intently watching them.

"I think we'd better go back to the living room…" Spencer whispered. "Yeah, good idea," Kayleigh smiled.


Kayleigh was a good sport, helping the girls make decisions as they tried on dress after dress. At the third store, about twenty minutes before the girls were supposed to meet the guys, Sam was in the dressing room while Kayleigh and Carly sat outside. They were discussing the various dresses when Carly suddenly blurted out "Do you really like my brother?"

Kayleigh was a bit taken aback. "Yes, Carly, I do. Why?"

Carly shrugged. "I just don't want him to get hurt."

Sam bust out of the dressing room. "In other words, she's afraid she's going to scare you off and Spencer will be alone forever because of her."

Carly glared at Sam, but Kayleigh reached out to her.
"Carly, I really like your brother, and I like you guys too. I don't know where Spencer and I are headed, it's early in the relationship, but I like things so far."

Carly sighed. "Ok, just checking. He really likes you too. And it's nice to have an adult girl around."

Kayleigh and Sam laughed. "Yeah, Spencer freaks out if you mention the word 'period' around him." Sam said.

Kayleigh laughed even harder. "Well, I'm around it you guys ever need a female to talk to. Now, we'd better go meet the guys."


While the girls had been shopping, Spencer and Freddy had headed to the video game store. Knowing Freddy didn't have a real male influence in his life other than Spencer, he tried to make sure he set aside guy time for them whenever he could.

"Hey Spence?" Freddy asked while looking through a stack of used games. 'Can I ask you something personal?"

"Of course buddy, what's up?"

"How old where you the first time you…" Freddy's voice got low, "did it?"

Spencer kept his back to Freddy so the smile on his face wouldn't show. He remembered the days when sex seemed like such a dirty word.

"I was 18." Freddy looked relieved.

"Let me guess, someone in school lost their virginity and now the pressure is on?"

"Pretty much," Freddy shrugged, trying to play it off as not bothering him.

"Seriously, Freddy. Don't rush it. It's going to be awkward, make sure it's with someone you really love, don't let peer pressure force you into something you aren't ready for."

Freddy nodded, deep in thought. "So…have you and Kayleigh, you know?"

Again Spencer had to smile, remembering his obsession and curiosity with sex at that age.

"Nope, we haven't. We're waiting." Spencer decided to throw in a little abstinence education in there.

Freddy didn't buy it. He gave Spencer an eyebrow raise.

"Ok…we haven't have time yet."

"Poor Spence, with a girl like that…"

Spencer gave Freddy a playful shove. "Shut it, Benson."


Kayleigh knocked lightly on Spencer's door the following Tuesday. She heard Spencer call out "come in!" and opened the door.

"Hey, what are you working on?" she asked, stepping into the room and shutting the door behind her.

"Just trying to paint this sculpture." Spencer was frowning at the sculpture and had barely looked up when Kayleigh had entered. She gave him a minute, not wanted to disrupt the artistic process. After watching him for a few minutes getting more and more frustrated, impatience won and she grabbed him, pushed him up against the kitchen counter, and kissed him. Once the initial shock wore off, he kissed her back, wrapping his arms around her.

"Sorry to physically assault you, but I'm way too cute to have to sit around and wait for some attention from my boyfriend."

Spencer smiled, taking Kayleigh's hand and leading her to the couch. "Sorry, I'm just a little stressed today. Bills to pay, a sculpture to finish, and Carly had a huge test so I was up late helping her study."

Kayleigh looked hard at him, sympathy on her face as she massaged his neck. "You are doing a great job, you know that?"

Spencer sighed, leaning back into her and relaxing for the first time in a day. "It's just stressful sometimes. I have to worry about making sure Carly is fed, has everything she needs, I have this apartment to keep up with, to clean. Plus worrying about who Carly's going out with, if Sam is ok."

"Sam seems a little, uh, rough around the edges."

"She is, but she's a good kid. I take care of her more than her mom, one of these days I'm just going to walk over there with the custody papers and just make her sign Sam over to me. She practically lives here anyways."

For another half an hour, Spencer vented in Kayleigh's arms, everything from worrying about Carly dating, figuring out how to have to "safe-sex" talk with her, the pressures his grandfather put on him about his parenting skills, even his fear about never succeeding as an artist. Kayleigh just listened, while gently massaging his back. She let him vent, sensing that he needed someone to talk to.

"I'm sorry I dumped this all on you, Kayleigh," he said, turning around to look at her, his head resting on her chest.

"That's what I'm here for. Feel a little better now?"

He nodded. "Oh yeah, it's nice to have someone to talk to. But now, I want to spend time with you. Want to do something?"

"Yes, I do…" Kayleigh suddenly had a devious look on her face.

Spencer sat up, looking at Kayleigh suspiciously. "What are you thinking….?" he asked.

"Spence…have you noticed what time it is?"

Spencer had been lost in his art and his stress all day and realized he had no idea. He glanced at the DVD player and realized it was only 12:30 in the afternoon.

"How can you be here, Kayleigh? Shouldn't you be at work?"

Kayleigh grinned. "Took the afternoon off…I have a "headache", she replied, using air quotes.

A smirk was slowly replacing the confusion on Spencer's face. "So you played hooky so you could leave work early?"

"Exactly…" said Kayleigh, slowly standing up and pulling Spencer to his feet. "I really want to see you," she continued, bring her hands to his waist and starting to unbuckle his belt. "And Carly isn't home for another two hours…"

Spencer's breathing was already labored as he moved his hands to Kayleigh's shirt, slowly unbuttoning it. "Have I ever showed you my bedroom?"