A/N: Do I really need to say it? I don't own Alice in Wonderland…

o O o

Spencer lay still, taking stock of the situation. He imagined this is how Alice must have felt when she fell down the rabbit hole. Perhaps if he waited long enough, he'd even see the white rabbit hopping by – pocket watch in hand. The Mad Hatter would probably stop by next to wish him a very merry UN-birthday. The way things had been going lately, it wasn't impossible. Despite the visions, he had never allowed himself to entertain the notion of any kind of involvement with Sam. It had seemed out of the question – a fantasy of the most outrageous sort. But her presence here, right now, said something altogether different. Somehow impossible had evolved into merely improbable. Improbable, in its turn, morphed into possible and possible – disliking its hypothetical connotation, suddenly became a done deal. He was lying on the floor of the studio holding Sam, his head pillowed on a beanbag. She wound herself around him as he rubbed circles in the small of her back, trying to assimilate what had just happened. She had been urgent and demanding, seeking a cathartic release; it could not be said that he had his way with her – she had her way with him. On some level he understood that the space she needed him to fill was not physical.

Just outside the bubble of momentary calm, guilt circled. It was his job to hold the line. The fact that he hadn't stopped her – had no desire to stop her – illustrated how far gone he truly was. Spencer found himself glancing at the ceiling warily, waiting for the thunderbolt to smite him down.

"Sam?"

She shook her head and hushed him. "Not yet Spence. Please just hold me?"

He smiled wryly. "Sam, you've clearly already discovered that you have me wrapped, and I'd be happy to hold you until the cows come home. The more immediate issue is that Carly will be home much sooner than the cows. We need to talk about this, and it shouldn't be a three way conversation."

She sighed and started to reach for her clothes, but he caught her hand and stopped her.

"Let me." A small smile tugged at her lips – she'd undressed herself in the blink of an eye but stood docilely now, allowing him to put her back together, one piece at a time.

o O o

Sam had been sitting at the counter for no more than ten minutes when Carly trudged through the door. Still running replays in her head, she gave Spencer extra credit for getting them back where they were supposed to be just in the nick of time. While it chafed her to postpone their conversation, she agreed that it was far too soon to be soliciting input from the peanut gallery. "Hey Carls, how goes the research?" she asked in what she hoped was a normal Sam voice.

Carly sighed and dropped a heavy stack of books with a thud. "I should have picked a topic that requires reading magazines instead of five hundred pounds of ancient tomes," she complained.

"Well why didn't you get the nub to carry them for you? He's usually one step behind, ever at your beck and call. "

"Freddie's stack is twice as big as mine. Overachiever. I didn't want to overload him. Speaking of research, why didn't you come with us? I hope you're not planning to wait until the last second to do your senior paper. No matter how much Principal Franklin likes you-"(Sam swallowed a laugh at this point,) "he's not going to let you graduate without it."

"No worries. It's under control," Sam assured her.

Carly looked at her skeptically. "Are you just telling me that so I won't nag you about it?"

"Cross my heart Carls. I'm not sure I'd want Ted to READ my paper, but I promise you that it will be done."

"Well ok, but I still think you should come with us to the library to work. That way we can be sure you're on track –"

A flash of irritation crossed Sam's face. "Carly, I don't need a babysitter, ok? I said I'll get the paper done."

"Right. Getting it done. Ok then!" she said brightly. "You know, I thought dinner would be ready by now. Did Spencer get caught up in one of his projects?"

Sam smiled. "In a manner of speaking. Now that you mention it, I'm absolutely starving!"

"Sam, you're always starving. We might as well order out at this point – nothing's even started. Honestly, Spencer is so distractible sometimes!"

"Yeah," Sam agreed at once, and couldn't resist adding "but that's why he's so lovable!"

Carly rolled her eyes and started flipping through take out menus. "How about Mexican?"

o O o

Spencer lay in bed Wednesday night, wide awake for reasons having nothing to do with too much Mexican food. Visions of Sam were now joined by the memory of her – the art made flesh. Unable to confide in anyone else, he was carrying on a conversation with himself. "Dad is going to string me up when he finds out what I'm doing," he muttered. "From 4800 miles away, he is going to come right through the phone and castrate me." Not IF he finds out, WHEN, as though it were already given, as though he had already made up his mind to continue. Had he made up his mind to continue? The more he thought about it, the less sure he was. There was no doubt that the sex was an outlet for her. What he didn't know – what it suddenly became absolutely critical to know – was whether that was all it was. Sam's tone when she spoke about her mother and her mother's assumptions about her was telling. She did not want to see herself as like her mother, but the potential existed nevertheless. Fortunately, she also had the potential to be much, much more. He sighed. She had made him the focal point; or – he admitted, he had allowed her to make him the focal point. How he responded to her now could set her down one path…or another.

He opened his sketch book and started on a new picture – Sam astride a carousel horse, sticking her tongue out impishly at the unseen viewer. Impish in the picture, but in the real world that was probably the wrong word. Capricious. That was the word he was searching for. Capricious, impulsive, and headstrong. But also sensitive, intelligent and motivated. "I will NOT enable you to follow in your mother's footsteps Sam…" While Spencer knew himself to be capable of casual relationships, he drew the line at Sam. He could not, and would not have a casual relationship with her. That way spelled disaster. "I know what this means to me; the question of the day is…what does it mean to you?"