Carly, Sam and Freddie's crazy hat party, which Spencer helped them throw to celebrate the first official webcast of iCarly, ended at about one in the morning. After a half-an-hour of haphazard cleaning, they could not keep awake anymore and called it a night. The kids were so exhausted that they decided to spend the night right in the iCarly studio, where the party had finished. Spencer raised no objections, although later he cringed when he realized he had let a boy sleep next to two girls. He tried to notify both Sam and Freddie's moms, to let them know that the kids would be sleeping over. He couldn't get a hold of Mrs. Puckett, but he managed to reach Mrs. Benson. It took some negotiation on Spencer's part, but Mrs. Benson finally relented. She wanted to speak to Freddie, but by the time she had said this, Freddie had fallen asleep. It was strange, but Spencer couldn't shake the notion that there was something in particular that Mrs. Benson was worried about, that this time it was actually something legitimate. Whatever it was, she never mentioned it. She simply gave her permission, and told Spencer to tell Freddie that she loved him, and that if Freddie needed her for any reason, he could always come home. Spencer never stopped to figure out why Mrs. Benson was up so late herself.

Sam woke up at about 3:02 am. Her gaze flicked around the room a bit, but she couldn't see anything. She yawned, rubbing her eyes and sitting in an upright position. She had just slipped into unconsciousness only an hour ago, and had been in a very deep sleep. Currently, she felt dizzy and heavy-headed. She thought it was a noise that woke her up, but when she listened, the room was quiet. Her head had nearly gone back to her pillow when she distinctly heard the opening of a door. She rose up a second time. She could see better, now that her eyes were adjusting. When she looked to see whether Carly or Freddie were awake, she noticed that Freddie's sleeping bag was empty.

"Freddie?"

There was no response. The door whined while it slowly closed by itself. Maybe he had to use the bathroom. Sam waited several minutes, since suddenly she had to go too, but Freddie never came back. Groaning with fatigue, Sam lumbered to her feet and headed for the door. She glanced briefly at Carly before exiting. The brunette was still asleep.

Sam's head rolled in every direction as she shuffled down the hall, down the stairs, and into the Shay's living room. She couldn't believe how tired she was. This made her extra grumpy about being roused from her slumber. Maybe if she hurried, she could beat Freddie to the bathroom. When Sam arrived at the bathroom however, she found that it was in fact occupied. She sighed and knocked on the door.

"Hurry up Freddie, I gotta pee too." Once again, Freddie did not respond. She thought she heard a faint noise, like the sound of someone sniffling or blowing their nose, but she couldn't be sure. Sighing a second time, Sam knocked a little louder.

"Come on Freddie, you can blow your nose anywhere in the loft. I really have to go."

"Go away Sam!" Sam frowned. Freddie's voice sounded cracked, like he had been crying.

"Freddie?"

"I said go away!" Sam rolled her eyes. I can't believe he's still on this.

"If this is about Carly, you're wasting your energy. She doesn't like you Freddie, that's not going to change."

"It's not that, it's…" Freddie broke down into near hysterics. Sam's demeanor immediately changed. Whatever it was, this wasn't about Carly. Nobody cried like that unless they were in absolute agony. Sam had heard it a few times from her mother.

"Freddie," she repeated softly. Behind the door, Freddie fought to catch his breath.

"S-Sam, I…I really c-can't talk to you right now…" Sam's eyes closed with sympathy.

"Come out Freddie," she said, softer still.

"NO!" he shouted. His voice shook a few times before continuing in a lower volume. "I–" he nearly lost control but regained it. "…I just can't deal with you right now okay, I just can't deal with you."

"I won't make fun of you I promise."

"Just leave me alone Sam."

"Can't you just open the door?" Sam heard Freddie sniffle several times, but he did not answer. She rubbed her fingers gently along the door, as if this would help. "Well…if you don't want to come out, then can I come in? Just for a little while?" There was a long period of silence after this. Sam was considering grabbing a blanket from the couch and camping outside the door, when quietly, it opened. Sam waited to see if Freddie would come out, but he didn't. Carefully, she pushed the door in farther and farther, until she could see him. He was sitting on the floor next to the bathtub, with his arms wrapped around his shins and his knees to his chest. Sam gently closed the door behind her.

"What's wrong?" She sat down on the floor next to Freddie, mirroring his position. The Benson boy never made eye contact with her. His face was hidden as he stared at the wall to his left.

"I don't want to talk about it," he whispered. Sam's gaze never left him. She conceded to studying him, silently. After a minute or two, Sam saw Freddie's facial muscles repeatedly tense and relax. She had noticed before that they did this often when his gaze was moving.

"I had a nightmare." Sam was slightly surprised. She hadn't been expecting him to speak. When she recovered, she kept her voice low.

"What happened?" Through his silences, it seemed Freddie was hesitating.

"Do you know why I speak Spanish sometimes?" Sam shook her head.

"No."

"My dad…he lived in Spain when he was little. When he got older and came back to America, he said he used to miss it over there. So after I was born, he would speak Spanish to me."

Sam didn't say a single word. This is the first time she heard Freddie talk about his dad.

"Do you know...why my mom is so overprotective?" Sam shook her head again.

"No." There was a long pause here.

"In the fifth grade, my dad had to stay late one night for a meeting. It was dark when he left work." Freddie's voice went higher and higher, threatening to break. "Th-there w-was a…car, and, he-he…he…didn't see… …it… … …"

Sam's arms were around Freddie in a heartbeat. She squeezed him as tight as she could while he choked and hitched against her.

"I know Freddie," Sam whispered. A single tear ran down her cheek. "I miss my dad too."

Spencer yawned as he pulled off the covers. That had been the hardest sleep he experienced in a long time.

"Man, what a night." He stretched his arms towards the ceiling, as high as they would go. Warm sunlight poured in through his bedroom window, grazing his cheek. Spencer glanced outside and saw the sun shining brightly. There wasn't a cloud in the sky. He snorted.

"First sunny morning we've had in weeks." Climbing off the bed, Spencer went out into the hallway. He had a full bladder and it needed emptying. But when he reached the bathroom, the door was closed.

"That's odd." He twisted the doorknob and pushed it open. On the floor, in front of the bathtub, Sam and Freddie were lying next to each other. They were covered by a blanket taken from the living room couch. And although the blanket obscured this, it looked like Sam had her left arm around Freddie.

"What in the–" Spencer froze. He ran back into his bedroom and grabbed his cell-phone off the nightstand. September 8th. Spencer's face fell. He put his hand on the wall, leaning against it for support.

It was three years ago. It was three years ago today. He remembered reading it in the paper. A man was driving home late from work. Head-on collision. Pronounced dead at the scene. A wife. A son. The freeway was closed overnight.

Spencer turned his head towards the hallway, so he could see Freddie again. The part of the blanket covering him slowly rose and fell. Spencer walked back over to the bathroom and stared at the two children. It makes sense. Sam's the only one who'd understand. He considered leaving them there, but then decided against it. Things would be different when they woke up, and any comfort or closeness they had felt for each other would be gone.

Spencer hunkered down to his knees and scooped Sam off the floor. He carried her all the way up to the studio, and laid her in the sleeping bag next to Carly.

"Spencer?" Carly was resting on an elbow and rubbing her eyes. She squinted quizzically at Spencer and Sam.

"Sam was sleep-walking," Spencer said. "I think she had too much to eat last night."

"Oh." Carly yawned, and then peered over at Freddie's empty sleeping bag.

"Where's Freddie?"

"Freddie went home. You need to get some sleep. We'll go out for breakfast okay? I'll get you in an hour."

"'kay." Carly curled up inside her sleeping bag and closed her eyes.

Spencer sighed. He headed downstairs and into the kitchen, where he pulled open one of the drawers. Mrs. Benson had given him a key to her and Freddie's apartment shortly after the Benson's moved in. Spencer clutched the key tightly in one hand. He went back to the bathroom, and picked Freddie up off the floor. He brought Freddie out of the Shay's loft, across the hallway, and past the Benson's front door, taking him all the way to his bedroom, where he set him on his bed. He tucked him in and observed him for a short period. On his cheeks, there were heavy salt stains. He must have cried in his sleep. Encrusted within the salt stains however were numerous long blond strands, as if someone had tried drying his tears with their own hair.

Quietly, Spencer left. Like her son, Marissa Benson was still sleeping. And she and Freddie stayed asleep for a long time.

Disclaimer - I do not own iCarly, it characters, nor any other shows, characters, music, and/or movies that may be referenced.