A.N. What goes on ppl? A big thanks to my reviewers, I'm glad you guys are digging the story so far.

Italics = thoughts

iJust Need You Ch. 3

"Uh Spence?" Sam said as he dragged her toward the elevator. He didn't respond. "Spence?" Still nothing. "SPENCER SHAY!" Startled, Spencer dropped her hand and spun around.

"Ah! What?" He stared at her with wide eyes.

Sam rolled her baby blues and gestured toward her body.

"Can I at least put on some clothes before you drag me off into the sunset?"

Spencer's eyes bulged out of his head as he raked his gaze over her body. The blonde had on nothing but a pair of purple panties and a black tank top.

"GAH!" Spencer slapped his hands over his eyes. "Why are you wearing nothing but panties to answer the door?"

Sam flushed and stomped her bare foot on the cold wooden floor.

"You know I hate that word!"

"Well too bad! Panties! Panties! Panties!" Spencer grabbed her by the wrist again and dragged her back to her apartment.

They walked through the door and headed straight for Sam's room. Sam walked through her door and turned to face Spencer. He had been walking so close that he barely managed to keep from running into her.

"You wait out here." She said before shutting the door in his face.

She walked over to her bed and plopped down on the edge, her head falling into her hands.

What was with Spencer's reaction to seeing me in my underwear? I though he would at least get in a good eyeful before he freaked but he seemed more annoyed than anything. Maybe he really doesn't think I'm attractive at all. Can't say I'm surprised, what would a guy like that see in a girl like me.

Her throat tightened up, threatening oncoming tears. She hated that the thought of him not liking her hurt so much. She took a few shaky breaths and tried to get her emotions under control.

A pounding on her bedroom door startled her.

"Move it Puckett! I don't have all day y'know!"

Sam forced her body off of the bed and started grabbing clothes off of the floor, throwing on whatever passed the sniff test.

"I'm coming, I'm coming. Don't get your britches in a bunch Spence."

"Britches? You seriously hate the word Panties that much?"

She shoved her feet into a pair of black chuck taylors and stomped to the flimsy, white door. She yanked it open, reached out and smacked Spencer upside the head before he realized what was going on.

His hands flew up to his scalp, rubbing at it vigorously.

"Yeeeouch! What the heck was that for?"

"I told you I hate that word." She grabbed hold of his hand and led him out of the apartment.

oOo

They got into the elevator and headed to the parking garage in silence. Spencer hadn't pulled his hand away yet so Sam kept hers as still as she could; She wanted this moment to last as long as possible. Spencer's hand was huge compared to hers but she thought they fit together perfectly.

When they reached the car Spencer finally realized they were still holding hands. His heart pounded in his chest as he looked down at their clasped fingers.

It is SO not right for me to be having these feelings. She's only sixteen Spencer and you're a twenty-eight year old man, get a hold of yourself!

"So where are you taking me Spencer?"

He looked down at the petite blonde and pulled his hand away.

"Just get in the car Sam."

She was confused by his somber mood. His mouth was turned down in a tense frown and his eyes were guarded. Spencer had the tendency to be a little moody sometimes but not usually with her.

Maybe he's mad about me leaving the lock-in last night. He was probably worried about me walking home alone.

Sam slid into the passenger seat without a fight, determined to keep her mouth shut until she knew what was going on. Spencer jumped behind the wheel, started the engine and pulled onto the streets of Seattle.

They drove for several minutes before Spencer broke the silence.

"Carly and Freddie filled me in on what happened last night."

Sam hunched her shoulders and glared out the window.

"Of course that nub wouldn't keep his damn mouth shut!"

Spencer reached over and put his hand on her knee, ignoring his racing heart.

"Sam…"

Her face was flushed and her stomach was in knots.

"Look it didn't mean anything okay!" She turned to face him. "I don't like Freddie like that."

"I know." He murmured.

"Y-you d-do?"

Her heart thundered violently in her chest and her knee was on fire under his strong hand and dear god she hoped he didn't stop touching her.

"Yeah Freddie said the same thing actually. He's convinced that you don't have feelings for him."

Spencer pulled into the parking garage at Bushwell and killed the engine.

"But what I can't figure out is why you would put the moves on the kid if he's not the one you're in love with."

"I don't want to talk about this anymore." Sam slid out of the car and made her way to the elevator. Spencer sighed and jumped out of the car, locking the doors and quickly catching up to her.

They walked into the elevator in silence. Sam pressed the well-worn button for the eighth floor and leaned against the wall, looking everywhere but at the man next to her. Spencer shoved his hands into the pockets of his black skinny jeans and bit his lip as he tried to come up with a plan to get Sam to talk to him. It was obvious that she wasn't going to talk to Freddie or Carly and he really couldn't picture her confiding in her mother so he was determined to be the one she confided in. He didn't like that she was hurting, and it was obvious that she was. The fact that she hadn't demanded food yet was a testament to that. A part of him wished that she would confide in Carly, only because a big part of him really didn't want to know who she was in love with. The jealousy he felt when he found out she kissed Freddie came as such a shock, and the desire he had felt this morning when he saw her so underdressed scared the hell out of him. Here he was, a grown man, lusting after a sixteen year-old girl.

No! I am NOT lusting after her.

Spencer pulled his hands from his pockets and ran them through his hair as the elevator doors opened into his apartment. He gestured for Sam to go ahead of him and followed her into the kitchen.

She dropped into a chair at the kitchen table and stared down at her lap. They stayed in an awkward silence for several minutes before Spencer decided it would be best to start by feeding the brooding blonde. Food always made her happy so he figured it wouldn't hurt to butter her up. He shuffled about the kitchen, making them each a big sandwich stacked high with ham, Swiss cheese, lettuce and tomato. After setting the plates onto the table, he cut a lemon and dropped a couple of wedges into two tall cups of iced tea before making his way to his seat.

Sam looked up when Spencer passed her a glass of tea, noticing the giant ham sandwich in front of her for the first time. She couldn't help the tiny smile that bloomed on her face.

It was that smile and the sparkle that came into her eyes that was Spencer's undoing.

Definitely not lust…