Of all the Countdown chapters, this one is by for the shortest, but I do think it might illuminate a few things about the current living situations for Sam now that she is back 'home' in Seattle. Hope you dig it.

"You sleep well, kiddo?"

Sam nearly jumped as Spencer's sudden voice threw her for a loop. It wasn't like she didn't know he was in the apartment, but after so long sharing a place with Cat, who synced up all their activities for as little alone time as possible (more her idea than Sam's), spending a night at her own abandoned apartment which was an absolute trainwreck, and then having a quiet night on the couch, it was incredibly jarring.

"Yeah, I guess…" she said, trying to regain her composure, looking back to her best friend's older, but somehow far less mature, brother, still wearing the clothes he was wearing when she came in the night before. "Though, beds beat couches any day."

"My bad…" he said with a sigh. "After she went off with dad, I just ended up using her room to store supplies and stuff. I wanted get it cleaned out by the time she got home, and you could have slept there, but it's a work in progress."

"Like I said, it's cool…" Sam said, shoveling some eggs she had fixed into her face. "I was so exhausted last night that I could have slept on the floor."

"Well, let's hope it doesn't come to that," he smirked, taking a long yawn and stretch. "So… what are you up to?"

"Oh…" Suddenly, she felt very on edge at how easily she just resumed former boorish and selfish habits. "Just raided your fridge for some grub. I was pretty hungry."

"Oh, good…" he said with a smirk as he headed toward the cabinet to fix himself some breakfast. "Gone for months without a call, but it's nice to see nothing's changed."

"Shorry…" the blonde said, her mouth full of the leftover ham she'd dug out of the surprisingly neat fridge, before swallowing so she could continue. "I'm just not good at the whole keeping in touch thing."

"It's cool," he said with a nod, unwrapping a toaster pastry and throwing it in the toaster. In her mind, Sam couldn't help but hedge a bet that this might end in a fire, given his constant bad luck. "Carly doesn't call as much as I'd like her too either. Guess it's just one of those things. Freddie keeps me up to date with some stuff though."

"Yeah…" she said, gently nodding her head and wishing beyond all wishing that she was a couple walls over, in his bed, snuggled up with him instead of having to sleep at Spencer's. Sam had considered busting through Freddie's apartment, telling his bitch of a mother to go fuck herself, and spend all her nights with him, but she knew he wouldn't appreciate that so, at least for last night, she settled. "I'll probably go see him later on…"

"That's cool…" he said with a shrug. "I'm not really your guardian or anything… you don't have to tell me or get my permission or anything, Sam."

"Wasn't really asking permission, but I thought you should know…" Sam cleared her throat a bit, knowing this wasn't really something she wanted to advertise, but Spencer was a nice enough guy that if she didn't come 'home,' he might get worried. "I might stay there… and, you know… not come back tonight."

"Oh? Where would-" Spencer's eyes grew a bit wider as if the pretty common sense idea was just now dawning. "Oooohhh… yeah… now I… right…"

"Right…" Sam muttered, feeling a bit of blush on her cheeks, but tried to power through it. "I know in the old days I could just come and go or whatever but since you were cool enough to let me stay here, I didn't want you to worry or whatever."

"No, I get it…Freddie and… everything…" he winced as he spoke as if the mental images were really getting to his brain and he needed to scrub his brain. "Well, I mean… you're, you know… your own person and everything and I'm just… well, it's kinda the first thing in the morning and-"

"I didn't mean to break your head…" she tried not to laugh at how uncomfortable he was looking at the moment. "And it's like 10 AM. Plus, I didn't know if I'd see you again or whatever today so I thought I should just come right out and let you know that when his mom is working, I'm probably going to stay there at night."

"Now I'm starting to get it…" he said with an awkward smirk and nod. "So, this is a secret from Marissa, eh?"

"That won't be a problem, will it?" Sam took a breath. She remembered the neighbors had a tenuous relationship at best. Reluctant friends at best, mostly just because of Freddie and Carly being so close, but it had been over 6 months, and anything could have happened. Very quickly, her confidence began to shake that her honesty might not have been the best plan.

"I'm not going to flat out lie to her if she asks me…" he said, looking at the blonde, trying to read her to see if her real intentions here were something sinister, or just naïve. "But I won't tell her. Just be careful."

"Don't worry," Sam said, breathing an internal sigh of relief, "I'm on the pill so-"

"AAHHHH! NOT WHAT I MEANT!" Spencer suddenly threw himself back from the table squeezing his eyes together sand covering his ears as if that would stop the last sentence from ever being uttered. "I don't need to… Ugh… I meant don't get caught sneaking in and out."

"Dude, I'm like 18 and Freddie's like the best guy…" she rolled her eyes, wondering why or even if she had to qualify her actions to him. "And I love him so-"

"No…" Spencer shook his head and then realized that he seemed to be countering her love argument so he tried to backtrack before Sam blew up. "It's not that I have a problem with you or Freddie or doubt the fact that there's some love there. I was… well, don't ever tell Carly, but I was a teenager too, and I did… stuff… so I can't really judge but… Carly is my sister and I've had to raise her for a lot of her life, so she's… just like I see you and Freddie… still a kid in my eyes. And knowing that… things are happening with you… and I'm not around for Carly and I have to think about… it just… I can't… I just can't."

"So what did you think was happening when I said I was spending the night there?"

"I don't know… other things," he said, still looking like he might throw up at any moment. "Like hanging out and watching movies or maybe making out or whatever…"

"Well, those things will probably also happen…"

"Just don't tell me anything else…" the would-be lawyer winced. "You're not my sister and I know you're a good kid. Just be careful… and don't do anything here."

"Roger that…" Sam said, now just poking at her breakfast with a fork. "Not another word about it."

"Ugh… it was way too early for this…" he groaned, burying his face in a nearby dish towel. "I think I need a shower… or ten."

"Kay…" she muttered through a mouthful of food. "Can I still get one in Carly's old bathroom?"

"Umm… yeah…" he said, suddenly looking a bit unsure. "But, fair warning, there is a lime green mannequin in there, so don't freak out. Just… move him out of the way."

"It's cool…" Sam said, wondering if she should make a parting shot to further torture her host. "Wouldn't be the first time I've showered with a guy…"

"AAARGGHHHH!" Spencer stormed off as Sam tried her hardest to resist cracking up as she finished wolfing down her breakfast. "YOU'RE KILLING ME!"

"It was just a joke!" she called out, but in her mind, now the idea of Freddie and her in the shower slowly worked its way all throughout her thought processes. Within a few moments, she realized she might need to head to that bathroom a bit early to relieve some tension from that image. But luckily for that bathroom, Spencer interrupted her thoughts.

"One question…" he said, eyes narrowed, taking deep breaths as if this was something that was really going to burn as the words escaped. "And tell me the truth ok?"

"Ok…"

"You talk to Carly…" he almost whispered, "and I know she's had boyfriends… I haven't heard about any since she left but… I know she shares stuff with you… has she… you know…"

"Are you asking me if Carly has had sex?" she stared back, not blinking.

"Nevermind…" he threw his hands in the air and shook his head. "I don't want to know and-"

"She's never told me about doing it with any guys…" Sam said, deciding to end any torture and just be straightforward with him. She knew a little something, but she spoke the truth. "I'd like to think she'd tell me but honestly, man, I don't exactly know. But she's always been a better person than me, and I never told her about me and Fredward… so, no… I don't think so."

"Guess that's the best answer I could get, I suppose…" he said, with some thought. Then he just looked to Sam and gave a soft smile, putting his hand on her shoulder. "You're a great person, Sam, and you've grown up a lot, I can tell. This conversation aside, I'd be lucky to have a sister like you."

"You're full of shit, but thanks…" Sam said, not even worried about the language. "I never really had a brother, or a dad for that matter… but if I did, I'd like to think he'd be cool like you. Carly's really lucky to have such a smart and nice and-"

"Alright, you're laying it on too thick now…" Spencer raised an eyebrow at the blonde who he could tell was throwing up a façade. "What do you want?"

"If I say beer, would you say yes?"

"Have good day, Sam…" he chuckled and shook his head, heading back to finally get that shower, praying that all the dirty images and thoughts he had been struck with could finally be washed clean.

Poor, poor Spencer. Way too many images in his head for his not-so-little not-sister and her boyfriend. I know there might be some Spam shippers out there, but let me go ahead and let you down easy- there will be no Spencer sexy times in this story. No plans for him for the future other than just being around. Really hope everyone liked this and I know, you're getting antsy for some more carnal stuff, and trust me, it's coming. There's going to be a break for a day but the next chapter will be a hot one. Thanks for reading and I look forward to any and all feedback.