"Holy Mother…" he breathed, taking a step back from the drawing. Of course he recognized the scene. He also recognized the model, and she was NOT Rose DeWitt Bukater. For a moment he was unable to tear his eyes away from the erotic vision on the page – so alive was she that he could almost see her quivering in anticipation of … Whipping his head around to stare at Sam, he finally registered the fact that she was standing there in a bathrobe several sizes too big, tendrils of damp hair curling around her face. With a growing sense of surreality, he whispered "What have you done?"

They both pivoted at the sound of the door. Spencer entered through the back, freezing at the counter as he took in the scene. A portentous silence hung in the air as he set his box gently down. His thoughts raced as he weighed his next words. All this time he had been with Sam – it had seemed best to let her lead; he was content to follow. But he had agreed to be the man she needed, and while he couldn't read her mind, he could read her heart. There was no doubt that Sam could stand on her own two feet, but she wanted to know that she didn't have to. She was in love with the man who stepped up. The one who didn't run. The one she could lean on when she was tired of carrying the weight of the world all by herself. The one who, like Prince Charming, would stand up and claim her. And as much as Samantha Puckett didn't believe happily ever after could ever happen for her, that only made her want it that much more. So in the instant it took him to decide what to say, he shook his head and hoped he hadn't misjudged. Today he wasn't with Sam.

Spencer moved decisively to flip the sketchbook shut before turning to engage Freddie. He surprised himself at the ease with which the words rolled off his tongue. Confident. Assured. Possessive. "She's with me."

He pulled her protectively into the circle of his arms, not because she needed protection – he could sense the Amazon queen hovering just below the surface - but because she wanted it. Momentarily shutting Freddie out, he twirled a loose curl around his finger, telegraphing the question without needing to speak. She allowed the slightest upturn of her lips when she answered simply, "mermaid."

"Ah." He nodded. That single word was all he needed to take him back and he smiled in return.

Freddie watched the pair, stupefied. Spencer and SAM? Sam and SPENCER? It was impossible. Well, maybe just improbable. Was it actually possible? Flashing on the image of Sam in her considerable glory, he conceded that it wasn't just possible. It was almost certainly a done deal. The see-saw tipped. Freddie exploded.

"God DAMN it Spencer, where was your head?" he demanded harshly.

Sam bit back the crude Puckett answer that came instantly to mind - it wasn't Shay worthy. Instead she smiled sweetly and answered for him "On a higher plane," just as Freddie held up his hand and said "Don't answer that. I really don't need the visual, but Jesus, Spencer, this is Sam! She's barely 18 years old! She's in HIGH SCHOOL! She's your little sister's best friend! And on top of that, she's damaged goods. How could you do this?"

Spencer ticked off the arguments in his head. Basically the knee jerk reaction that he expected, but the last one surprised him. He silently thanked Freddie for being a "smart guy," because outside of his love for Sam, it was the heart of his defense.

Sam glared at Freddie and tensed in Spencer's arms. Medusa stirred and the snakes prepared to strike. "Don't you DARE say one single word against him Fredward Benson. I won't hear it, so save your breath. I don't need you to defend me – there is no wrongdoing here for you to right –"

Spencer turned her away from Freddie and leaned in to speak softly in her ear. "Mädchen, you can stand down, ok? Freddie isn't the enemy. At least, I'm pretty sure he's not. Why don't you go get dressed and let me handle this round."

Sam started to protest – Pucketts don't back down from a fight. She searched his face and found no trace of apprehension. Neither did she see "Manic;" Spencer had dropped the mask . He was focused. He was ready. The girl inside took a step, and she nodded. "Ok Spence. "

"Hey you," he whispered before sending her on her way. "I love you!"

Sam lit up. Oblivious to Freddie, she reached up for a kiss. Spencer was happy to oblige.

As she moved away, Freddie was startled by the change. The warrior princess disappeared and was replaced by Sam, except…she wasn't just Sam. She was different. Almost…winsome? At any rate, not a Sam that had ever kept company with him.

With eyes narrowed almost exactly as Spencer had imagined him, Freddie asked "How did you do that?"

"Sit," Spencer commanded, gesturing towards the couch. He was not going to stand there as if preparing for a gunfight. This dialogue needed to be conducted in civilized circumstances between reasonable people. Fortunately, Freddie was a civilized and reasonable person.

Joining Freddie on the couch, Spencer jumped in right away. "Freddie, it means a lot to me that you're ready to go to bat for Sam. I –"

"That's exactly my point Spencer," Freddie interrupted. "She doesn't HAVE anyone else to go to bat for her. I would have expected YOU to play that part, and instead you're taking advantage of these…issues that Sam has –"

"Whoa! Slow down there Fred. I need you to put that thought out of your head right now. I need you to understand something about Sam, and about us. You're a computer guy. You're looking at this with your WYSIWYG glasses on and making assumptions about the code behind it. There's far more to it than that. I'm NOT a computer guy; I don't pretend to be. I'm an artist, and I'm telling you that what you see is NOT what you get. I'm telling you that the whole is greater than the sum of its parts. Of course I know that Sam has issues. SAM knows that Sam has issues. But Freddie, she loves ME, and because she does, she's given me the power to put her back together. And I will, because I love her too. I will, even though I know that when she gets to that point, she won't need me anymore. Don't think I did this lightly. I hope that she stays. I accept that she might not. I'm building her up Freddie, and every day she's with me is a day she's safe from someone who would tear her down. If there is a heart to be broken here, it won't be hers," he finished quietly.

Sam reappeared and dropped into Spencer's lap while Freddie digested his words. He'd been expecting a lame excuse – the "look at her, I just couldn't help myself" line, and truthfully, he didn't know how he'd ever be able to look at Sam again himself without flashing on that sketch. Spencer had come back with something entirely different, and he just wasn't sure WHAT he thought about it. He still felt like he had an obligation to stand up for Sam, but did standing up for Sam mean weighing in for or against Spencer?

"Sam… you know, I'm having a little bit of trouble with this. Spencer says he's doing right by you. Carly will never forgive me, and I wouldn't forgive myself if I didn't try to find out if this is what you really want. " Nodding towards Spencer he continued, "He's the senior partner here and that means he has the power-"

"Freddie, you think he started this don't you? Listen to me. He didn't. I did. If he has power it's because I gave it to him. I told Spencer and I'm telling you – I chose him. I love him. I don't need rescuing from him. Spencer is rescuing me from myself. "

Freddie's perspective shifted. He recalled his own words to Carly that very afternoon – "Sam is only going to do what Sam is good and ready to do." Sam knew what she was doing – did she understand that she held Spencer's heart in her hand? Spencer understood, and offered it up as a willing sacrifice to the goddess Samantha, whom he was sculpting from the living flesh.

Chizz, he shouldn't have thought of Carly. Almost instantaneously his phone lit up with the impatient text. "Did U find her?"

He glanced up at Sam. "It's Carly. She sent me to find you and escort you to the library in order to avoid dire consequences."

"Dire consequences?"

"Yes, evidently if I fail to produce you at the appointed location, you will be doomed to live life as a hobo. Oh, and by the way, I brought you a smoothie. Umm…it's probably melted by now though."

Sam laughed. "A hobo? Really?"

"Seriously Sam, I have to tell her something. She wants to know if I found you."

"Well did you? Find me, I mean."

"Yessss…"

"And?"

Freddie exhaled loudly. "And…you don't need any help here. "

"So you're cool with this?"

"For now. Carry on." He rose to leave, addressing Spencer. "I've got to get back and save her from Gibby, but let me be clear that I'm not breaking your news for you. You're going to have to tell Carly TODAY, because if she finds out that I knew about this and didn't tell her, I'm going to be persona non grata. And I am NOT cool with that. "

"Understood." He stood and clasped Freddie's hand. "Thanks Fred. "

Sam moved to give him a hug but Freddie shook his head. "Sam, just – no. Not right now, ok? There's a picture of you that I'm going to have a devil of a time getting out of my head as it is."

She smiled. "I DID tell you not to turn that page."

"You did," he admitted. "But for the record (Spencer don't kill me,) Rose has got nothing on you." He disappeared out the door before either half of the outed couple could reply.