Things are so different now.

It's the first thing that comes to mind as Carly leans back into the couch, tucking her legs underneath her, and exams the tattered old Polaroid she'd found under her heavy wooden bureau when she and Spencer moved it to make room for her new one.

She fingers the bent and ragged edges of the photo and smiles down at the image, her, Sam and Freddie, arms slung over one another's shoulder and goofy grins in place. The picture has to be nearly three years old and the three of them can't be any older than 14 years old and its weird to look at them back then and see how much they've changed. How different things are.

In the photo Carly towers over both Freddie and Sam and while Carly never really had a complex about her height, she looks at the picture and thinks maybe she should've because she's like a giant freak of nature compared to her friends. But in the past few years Sam and Freddie have both grown and now Carly and Sam are nearly eye to eye while Freddie hovers an inch or two over them.

And its so funny because Carly can clearly remember the awkward year of acne and voice changing that Freddie went through where puberty had slammed into him with all the gentleness of a runaway train but as it turned out Freddie morphed into a fairly good looking, if still somewhat nerdy, guy that, much to Sam's horror, girls actually like.

Sam's changed a lot too. All the baby fat has disappeared from her face and she had her own awkward period where she was growing so fast that her shoe size kept going up and she'd been terrified that she'd had some kind of glandular problem but after her growth spurt Sam was all long, surprisingly graceful limbs. Then suddenly Sam was all…hot and she'd cut her hair so it rested on her shoulders and after a long weekend she came to school with boobs which she named Brad and Angelina much to Carly's chagrin.

"Hey, Dollface." Carly looks up with a smile at the sound of Sam's voice as she and Freddie trudge through the front door.

"Hey, you guys are late." Carly says watching as Freddie drops down on the couch beside her while Sam lets her black and red sports bag fall to the floor next the door before flopping down on the other side of Carly.

"It's Sam's fault." Freddie blurts and Sam's totally affronted face makes Carly grin.

"Hey!" Sam barks and Carly nudges her shoulder.

"Is it?" Carly asks around a smile and Sam deflates slightly picking at her jeans awkwardly.

"Yeah but its only because I had to take the stupid history test early so I can play in the game tomorrow and Fredward here was nice enough to wait for me and be my chauffer." Sam sighs aimlessly, her head dropping back over the top of the couch and the long pale column of her throat catches Carly's attention for a long perplexing moment before she blinks and looks away.

"Why are you Sam's chauffer?" Carly asks and as soon as the question leaves her lips she knows the answer. "You lost a bet."

"I lost a bet." Carly and Freddie say simultaneously and she gives him a sympathetic look.

"Of course he lost a bet. He's Freddie. You'd think he'd learn but no, he's just like one of those lab rats that keeps trying to eat the cheese even though every time they touch it it electrocutes them." Sam chimes in with a somewhat maniacal laugh.

"Well judging from your last boyfriend it seems like you like rats so maybe I'm just your type." Freddie throws back and Sam sticks her tongue out at him but she's smiling and so is he when he does it back.

And that's different too.

Sam and Freddie still fight and bicker and nag and are sometimes physically violent with each other but now it seems a little more…playful. And sometimes Carly watches the way Freddie leans against his locker and hurls a carefully calculated insult at Sam and then waits, almost eagerly, for her to react and Carly sees the way that Sam sometimes waits outside of Freddie's chemistry class so they can walk to the lockers together, arguing the entire way and Carly isn't really sure what to make of it. She's not sure of what to make of the feeling that's almost like jealousy either.

Sometimes Carly feels like the third wheel and that's different.

"So look what I found." Carly holds up the tattered photograph with a smile and Freddie immediately groans at the image.

"I look like such a dweeb." He whines and Carly barely has time to clasp her hand over Sam's mouth before the insult leaves the other girls lips.

Sam mumbles something unintelligible against Carly's palm, letting Carly catch the probably stinging insult in her hand.

"If you can't say anything nice then don't say anything at all." Carly's tone is deceptively sweet and her eyebrows raise slowly. "Got it?"

Sam nods once and mumbles something incoherent, glaring at a smug Freddie but she nods and Carly slowly removes her hand. There's a long beat of silence and then Sam says "You're a boob." to Freddie like she can't help herself and Carly is pretty sure she can't.

"Sam!" Carly admonishes and Sam looks at her with wide helpless blue eyes.

"I can't help it I've got a problem." Sam tries and Carly just laughs. "I need Freddie Insulters Anonymous."

"I'll say." Freddie grunts shaking his head before pushing himself up. " I need a cola." and with that he disappears into the kitchen.

Sam only shrugs before scooting closer to Carly to lean over and peer at the picture and for a moment Carly's eye line is blocked by soft, heavy curls and Carly reaches to tuck the loose strands of hair behind the other girls ear and Sam doesn't even flinch at the intimate gesture.

"Oh my God, look at you Carly Shay." Sam beams looking from Carly to the photo and back again. "Look at your chubby little cheeks I just need to pinch them." Sam all but coos in a sickening voice before she reaches out to pinch Carly's cheek.

"Stop it or die." Carly whispers with a glare and Sam stops with a laugh.

And for a moment Carly stares at Sam, at her eyes and that lazy smirk and this is different too. The way she sometimes looks at Sam, her best friend. How something in her chest rises up and flutters in her chest like it wants to escape through her mouth

"Guys, lets rehearse for the show." Freddie calls walking out of the kitchen and catches both girls attention.

"What's the rush?" Sam asks only half interested.

"My mom wants me to go get facials with her and I don't want to and if we don't hurry up my she's gonna come in here and drag me out kicking and screaming." Freddie explains in exasperation.

"I'd kinda like to see that." Sam laughs and Carly can't hold in her own laughter.


"You need a bigger bed." Sam calls from the bedroom and Carly nearly chokes on the foaming toothpaste in her mouth before she spits it into the sink and turns on the faucet to rinse her toothbrush before putting it in the holder and going back into the bedroom.

Carly walks in just as Sam is pulling on her tank top and Carly's eyes immediately fall to the pale flat skin of her stomach. "Oh, I'm sorry." Carly stutters and Sam just shrugs and ties the drawstrings on her pants.

"No biggie. So lets talk about this whole bed situation." Sam starts, yanking the blankets back off of said bed and Carly goes to the other side to help.

"You think I need a bigger one." Carly nods and Sam climbs between the sheets with a sigh.

"All I'm saying is that I spend a lot of time in this bed. A nearly scandalous amount of time in this bed, in fact, and the least you could do is upgrade to a king size."

"You know you don't have to sleep here. You can always sleep on the couch or maybe, I dunno, at home." Carly suggests and Sam looks at her like she's grown a second head.

"I can't sleep on the couch! I have lower lumbar problems and I can't sleep at home because my mom's deviated septum makes her snore like a dying elephant." Sam complains as Carly slips into bed beside her and Carly just smiles indulgently at her.

"You're so dramatic. Just go to sleep." Carly sighs pulling the blankets around her before turning and turning off the light and sinking the room in darkness. She feels Sam shift beside her, moving closer and stretching out on her stomach. .

"Hey, Carls?" Sam's voice is soft and quiet and Carly can barely hear her over her own breathing.

"Hmm?"

"Will you go to my game tomorrow? My mom has to work so…" Sam trails off and Carly opens her eyes to peer at Sam in the dark.

"Of course, I wouldn't miss it for the world. Well maybe the entire world but that's it." Carly laughs but her smile fades when Sam's cold fingers find hers.

"Thanks." Sam seems to rasp and this time its Carly who nudges forward, tentatively tangling her feet with Sam's.

"Now go to sleep, I need my beauty rest." Carly orders gently and Sam laughs.

"I think you've had more than your fair share."


The air is crisp and cold and the constant drizzle of rain isn't helping. Carly tucks herself further into her hoodie while she waits outside of the locker rooms for Sam to emerge.

The game was intense, even to Carly who doesn't care for sports in general but Sam is really good and reason enough to sit in metal stands in the middle of winter.

Sam's mom works nights and is rarely able to make it to the games so Carly comes, usually Freddie too and even Spencer sometimes and she doesn't mind that she doesn't really 'get' the game because she's never seen Sam put so much effort into something that wasn't the web show.

It's fascinating, like watching hippopotamus walk on two legs.

Soccer gives her a reason to keep her grades up and at the very least try to stay out of trouble even though, ironically enough, the coach asked her to join after she beat up Chris Wilcox in the cafeteria when he tried to take her pudding cup and after some coaxing she did.

"Hey, Superstar." Carly grins as Sam emerges from the locker room.

Sam smiles widely, readjusting the bag on her shoulder. "You came." She's dressed in track pants and jacket with the school logo on them and no hood and the rain comes down softly on her face.

"Of course I came and so did Freddie but he had to go. He had to meet his mom for their weekly bridge game but he says good game." Carly explains and there's a flicker of something that might be disappointment in Sam's eyes at her words and that alone sets off something in Carly's head. Something she's been thinking about and worrying about a lot lately.

She thinks that maybe Sam and Freddie like each other or at the very least they don't hate each other as much as they'd like everyone to think. And Carly knows that she should be relieved, happy even that Freddie and Sam can occasionally get along but instead there's something else. Something that feels like jealousy in the pit of her stomach.

"He's such a loser. How will he ever make it in life." Sam sighs using the hand that's not gripping the strap of her bag to smooth loose damp hair that has escaped from her ponytail.

"I'm sure he'll survive somehow." Carly laughs as they both start the trek back to the parking lot. "So, you played awesome tonight. You kicked the ball into the big net thingy twice." Carly gushes and Sam shrugs proudly.

"I rock." Sam grins cheekily as she and Carly walk towards the parking lot, the bright stadium lights making the slick pavement glisten.

"Yeah, you do." Carly agrees before glancing up at the grey sky. "Man, its really coming down." Carly wipes her hands over her damp face and pulls the hood of her jacket tighter. And then suddenly Sam is grabbing her hand, entwining their fingers and Carly blinks at their laced fingers stupidly. "What're you doing?"

"C'mon, lets make a run for it." Sam's grin is fierce and all Carly can do is smile back and watch the water running down the bridge of the other girls nose before Sam is running with Carly in tow and they both shriek and laugh as they sprint towards Carly's car.

In the minute it takes to get to Carly's 1966 baby blue mustang that Spencer restored for her 16th birthday, the rain is pounding on them and they both slide into the car gratefully. Heavy breathing fills the car and its mostly Carly's.

"So, when are you going to let me drive this thing?" Sam asks and Carly scoffs at the question, digging her keys out of her soaked jean pocket.

"When you pass your drivers test." Carly puts the keys in the ignition but doesn't bother starting it, just lets the radio filter low and soothing through the speakers.

"Hey, that dude failed me unfairly with his stupid clip board." Sam protests and Carly gives her a skeptical look.

"You drove up a sidewalk, Sam."

"Besides that part, my driving was flawless." Sam huffs while she stares out the window and Carly just looks at her, looks at the way her hair curls wetly behind her ears and the curve of her jaw.

"I really wish my mom could come to more of my games. Because I'm really good, ya know." Sam's voice is so low that Carly has to watch her lips move to catch every word.

"I know." Carly whispers not daring to look away from Sam, not right now. "I know."

"Carly, what would I do without you?" She asks suddenly turning to face Carly and Sam's eyes are so bright and clear. Carly just shrugs and tries to breathe when Sam uses the back of her hand to wipe away drops of water from Carly's cheek.

"I don't know." Carly croaks and Sam smiles.

"Me either."


"I'm so glad to be out of that prison they call school." Sam cries as they push through the entrance doors.

The Groovy Smoothie is unusually packed and while Carly doesn't usually condone violence, she doesn't stop Sam when she bullies a table away from some kids.

"Hey do you want the usual?" Sam asks dumping her back pack on the stool and Carly gives her a suspicious once over.

"You're buying?" Carly asks slipping onto her own stool and Sam just smirks.

"Remember that 5 bucks I borrowed from you?" Sam asks and Carly doesn't remember giving Sam five dollars which doesn't really mean that Sam didn't 'Borrow' it.

"Uh, No."

"Well, just consider us even." And with that Sam walks away disappearing into the crowd of people.

Carly is barely in her seat before a guy with dark greasy hair leans over the table and leers at her.

"Hi beautiful, I'm Chuck." He introduces and Carly frowns at the giant pimple on his forehead that's making eye contact with her.

"Hey, Chuck." Carly greets politely but unresponsively and getting hit on isn't something new for her but this guy seems to ignore the lack of interest on her part.

"You look a little lonely over here. Do you mind if I sit with you?" He asks and he's dumping Sam's bag off of the stool and sitting before Carly can even tell him she'd rather he go somewhere and die than sit next to her.

" So do you have a name?" He grins and his smile is sharp and predatory.

"No, actually I don't."

"Really, that's weird."

"Yeah, well my parents are hippies." And Carly is grateful when she spots Sam returning with two smoothies in hand. Sam gives Carly a curious look to which Carly widens her eyes in the universal sign for 'Help Me!"

"Hey, sweetheart," Sam sets the smoothies on the table and leans over to press her lips to Carly's cheek and Carly swallows hard. "Sorry that took so long."

Carly plays along looking into the other girls eyes with dramatic infatuation. "It's okay but I missed you a lot."

"Oh ,baby." Sam sighs and for a second Carly thinks that Sam might kiss her because she tilts her face towards hers and leans in real close and the way Carly's heart leaps in her chest is almost painful but instead Sam just brushes her nose against Carly's. " So, who's your friend?" Sam asks like she just noticed the jerk standing over the table as she slings her arm around Carly's waist and pulls her so close that Carly nearly falls off her stool.

"Oh, this is just Chuck. I think he's lost." Carly smiles and the guy looks a little bit confused.

"Are you lost, Chuck?" Sam asks with a glare but the guy either isn't getting the message or to dumb to know when to back off because he just watches.

"She's your girlfriend?!" Chuck squeaks out and Carly nods, combing her fingers through Sam's hair.

"Yep."

"That is so hot." Chuck whispers,

"Yeah, but you're not. So get outta here and don't come back." Sam spit's the words through a smile and the guy leans across the table.

"Or…" he begins and Sam leans across the table too and grabs the front of his shirt.

"Or else."

And Carly can't help but laugh as the guy more or less scurries away.

"So…" Sam releases Carly to sit at the other side of the table. "Not your type?"

Carly laughs, "You know, bad breath isn't really my thing." She uses her straw to mix her mango smoothie and when she looks up again Sam is still peering at her.

"What? Do I have spinach in my teeth again?"

"No. No. Sorry." Sam smiles a little just as Freddie appears through the throngs of people.

"Hey guys." He greets sitting down and dropping his bag.

"Who invited you, nerd? Sam asks idly before taking a sip of her smoothie and Freddie glares at her but otherwise ignores the comment.

"Did you hear about Jason Dean's party? It's supposed to be this huge thing with a live band and everything." Freddie pulls a bright red invitation out of his pocket. "It's next Saturday. Do you want to go?" He asks Carly all wide eyes and hope.

"That sounds cool." Sam mutters and a slow wide smile spreads almost creepily across Freddie's face.

"Sorry, Sam, but its invitation only." He says with far to much joy and Carly frowns.

"Well I didn't get an invitation either." Carly replies half distracted by Sam trying to suck a piece of unblended strawberry through her straw.

"Sure you did. It was in your locker after school." Freddie quickly grabs his bag and pulls out another invitation. "I took the liberty of getting it for you?"

"Out of my locker?" Carly questions with a raised eyebrow and Freddie turns a funny shade of pink.

"Well, yeah but it was for a good reason." He blurts and Carly only laughs as he turns back to Sam. "Either way the party is by invite only and Sam is not invited."

And Carly can almost tell what is about to happen before it does and she takes a sip from her smoothie to hide her amusement.

"Au Contraire, Fredward." Sam sighs rooting into her back pocket to pull out a crumpled yet identical bright red invitation. " Apparently it's not a party unless Sam's there." She says tossing the wad of paper across the table at Freddie.

Freddie looks almost comically shocked and confused as he uncoils the paper. "Who would voluntarily invite you to a party?" he asks in a high pitched voice that hurts Carly's ears.

"On that note, I'm out. Later Carls. I'll see you later, Nub." Sam gathers her bag and leaves and Carly watches her go before she turns back to Freddie who is holding the invitation up to the light and inspecting it for authenticity.

"You think Sam made a fake invitation?" Carly asks with a laugh and Freddie looks at her like she should no better.

"Sam once borrowed 20 bucks from me and then paid me back in counterfeit 5 dollar bills!" He exclaims looking back at the invitation. "She's an evil genius."


"Do you want to dance?"

"No thanks."

The guy with blond curly hair gives Carly the once over before shrugging and walking away. He's the third guy to come up to her and ask to dance and the third guy that Carly has politely rejected even though she's standing at the edge of the dance floor like she might want to dance but in reality she's peering through the mass of moving people watching Freddie and Sam dance. Together.

And its not as if they're slow dancing or anything but they're grinning and dancing so close that they're touching and its enough to make Carly stop and stare.

It feels like something in her chest is cracking wide open and letting her guts fall out onto her stupid, too expensive, shoes but she's not exactly sure why.

She ends up outside, and its not like Jason Dean's party isn't awesome because it is. There's a live band and its in a fancy hall and the food is great but Carly just needs the cool night air to make her heart stop pounding in her ears.

She's only outside a few minutes before Sam's voice startles her.

"What're you doing out here?" Carly jumps before pulling her arms tighter around herself.

"Nothing its just really stuffy in there. A lot of people." Carly exhales, her breath condensing in the air and then Sam is stepping closer to the other girl.

"It does kinda smell like feet in there." Sam whispers and Carly smirks, glancing at her friend and Sam looks so pretty in her blue dress. The color making her blue eyes stand out almost weirdly in the night.

"Yeah, it does. Are you having fun?" Carly asks and she doesn't mean for it to sound so bitter but if it does Sam doesn't say anything and just shrugs.

"Sure. I didn't know Freddie could bust a move like that." She laughs and when Carly just smile weakly at her her eyebrows lower in alarm. " Are you okay Carly?"

Sam's genuine concern makes Carly wince because she can't really explain what she's feeling to Sam, she can't even explain it to herself so she takes a slow breath, tries not to feel stupid and smiles stronger this time.

"You look great tonight." Carly whispers, changing the subject and Sam makes a choked snicker.

"All I've been hearing all night is how hot Carly Shay looks tonight. From everyone." Sam whispers and the sound of her scuffing her shoes on the cement is audible. "And you do, by the way."

"Thanks, Sam." Carly laughs smoothing her hands over her green dress.

"So do you wanna go back inside? There's a whole line of guys in there just waiting for the chance to dance with Carly of iCarly fame."

"I don't want to dance with them." Carly whispers a little petulantly, folding her arms over her chest.

"Will you dance with me, then?" Sam asks and when Carly glances at her the other girls eyebrows bounce suggestively. "C'mon, one dance."

Carly laughs tolerantly, "Fine. Okay."

With that Sam hooks her arm through Carly's and drags her back inside of the hall full of dancing people and blaring music.


Carly likes Saturdays because Saturdays mean lounging around and relaxing and while Carly likes to take care of business, she can appreciate a day of just lazing around . Usually she spends all of Saturday with Sam because Sam is all about lounging and Carly likes hanging out in her pajamas, watching music videos, with her best friend.

"Okay, marry, kill, bed, the lead singer of Cuddlefish, the lead singer of Yellow Day or the lead singer of The Plain White T's?" Sam asks and she's stretched out on the couch with her head in Carly's lap and Carly fingers Sam's hair absently as she mulls over the question.

"I would marry Tom Higgenson because he's dreamy." Carly starts and Sam nods in agreement, taking a bite of turkey bacon. "I would bed the lead singer of Cuddlefish because he has sexy hair and I would kill the lead singer of Yellow Day because they suck." She finishes and Sam makes a noncommittal hum before taking another bite of bacon before offering it to Carly. Without thinking Carly leans in and bites the piece of meat, her lips grazing Sam's fingers.

"What about you?" Carly asks chewing and Sam squints thoughtfully.

"I would also marry Tom Higgenson and carry his children, I would bed Drake Bell"

Carly shakes her head in amusement.

"Sam, this isn't how the game is played, you have to marry, bed, kill, one of the options. Drake Bell wasn't an option."

"Well, he should be." Sam says finishing the rest of her bacon.

"Sam." Carly chastises lightly and Sam sighs dramatically.

"So I guess killing Freddie isn't an option either." Carly glares down at Sam who cowers slightly.

"That's mean."

"Aw but you still love me." Sam says hopefully and Carly can't help but smile. "See, there go the dimples." She beams before twisting back to look at the television.

For a long moment Carly watches Sam watch television.

"So can I ask you something, Sam?" Carly asks suddenly and she really knows that she should just stop the words coming out of her mouth because this just isn't going to end well but what feels like a desperate need to know keeps her lips moving and words flowing.

"Sure Cupcake. What is it?"

"Do you…" Carly trails off unsure of how to go about the question but Sam is still doing her glassy eyed stare that she sometimes gets when she watches TV. "Are you starting to like Freddie?" Carly blurts and at first she thinks maybe Sam doesn't hear her but then the other girl pushes up into a sitting position slowly like Carly just told her that she's got a bomb strapped to her chest. "Because, I mean, lots of girls like Freddie. He's a good looking guy…" and Sam continues to just stare at her.

"You think I like Freddie?" She asks and Carly shrugs helplessly.

"I wouldn't say 'like' in the conventional sense. Maybe hate less than you use to?"

"Freddie Benson?" Sam chokes out again and it seems to Carly that she's somewhere between really angry or really nauseous.

"Yeah."

"Freddie "The Boob" Benson?"

"Yeah, even though I'm sure that's not his middle name." Carly answers, though with Freddie's mom there's no knowing what his middle name might be.

Sam continues to stare at Carly completely bewildered.

"Sam? Uh, are you okay?" Carly asks and when she waves her hand in front of Sam's face the other girl grabs her wrists and before Carly can stop her, bites her hand. Hard. "Ow!"

"You think I like Freddie?!" Sam cries watching Carly draw her wounded hand back against her chest.

"Not like, just despise less than usual." Carly tries weakly only to have Sam bite her again. "Ow, stop doing that! It's just that you two seem to be getting along lately, and you two were dancing at Jason Dean's party…"

And because Carly is sure that some higher being is getting amusement out of this, Freddie walks unannounced into the apartment.

"Hey guys." Freddie greets and Sam stands up and shoves him so hard he flies back against the closed front door. His eyes wide and confused terror.

"I hate you." Sam says before turning and stalking up the stairs.

"Ow, what did I do?" Freddie whines rubbing his chest and Carly just shakes her head and watches Sam disappear upstairs.

"Nothing, Sam's just having some issues."

" Geeze, when isn't she having issues?" Freddie asks dropping down beside Carly on the couch.

Carly thinks about going upstairs and talking to Sam but before she can make her exit Freddie says, "Aren't you gonna go talk to her?"

Then it hits Carly that even though she'd asked the question, she doesn't think she got the right answer, the answer that should make her feel better because Sam didn't technically say that she didn't, she just got angry and violent and Freddie, who claims to care so little about Sam, just asked about her well being and there's still that heavy pressure in Carly's chest.


It takes Carly three days, about a billion apologies and an entire cold cut platter but Sam eventually forgives Carly.

"Can I have your pudding cup?" Sam asks and Carly watches it disappear from her tray before she can even answer.

"Sure, why not, it's not like I wanted to enjoy delicious chocolate pudding." She sighs and Sam just shrugs yanking off the foil top.

"Yeah, you didn't look like you did." Sam mutters before looking at the pudding like she's in love with it after the first bite. "Man, this pudding is so good I want to do naughty things to it."

Carly laughs and thinks maybe it was worth having her dessert abducted just to hear Sam say that.

"Here Carly, you can have mine." Freddie says from beside Carly and Sam arches an eyebrow at him.

"And they say chivalry is dead." Carly grins taking the pudding and Freddie looks pleased with himself.

"I wish they'd say Freddie was dead." Sam insults lazily around a spork full of pudding.

"Yeah, well looking at your face makes me want to kill myself." Freddie grumbles.

"Oh yeah?"

"Yeah."

And then Freddie and Sam stare at each other for a long time and Carly glances back and forth confused.

"You're not dying." Sam smirks and Freddie smirks back but stays silent.

"Stop it you two." Carly scolds just as Tareen hurries over to their table in the way that she hurries to everything.

"Hey Carly, Sam, Freddie. How're you? I'm good. I just made first chair in band so that's awesome. Isn't it? Isn't it?" The girls spits her words out ridiculously fast and all three kids nod a little confused as to what exactly is happening.

"Yeah it is Tareen." Carly says and Freddie and Sam nod. "So what's up?"

"I just came over to tell you that Michael Rickman is going to ask you out today. I think during 6th period but I'm not sure. Okay, I have to go. See you later." And with that Tareen leaves as fast as she came.

"Michael Rickman? That kid in our Chemistry class is gonna ask you out?" Freddie cries and Carly can feel herself blushing.

"That guy is such a tool." Sam grumbles across the table. "You don't like him do you?"

"I don't know. The only time I've ever talked to him was to borrow his notes." Carly shrugs using her spork to push around what appears to Salisbury steak on her tray.

"I'm gonna kill him!" Freddie hisses menacingly and Sam rolls her eyes.

"Calm down nerd."

"No! No one asks Carly out, only to be rejected, but me!" He exclaims standing and Sam and Carly watch him pick up his tray and leave the table.

"Where are you going?" Carly asks.

Freddie takes a deep breath and rolls his shoulders. "I need to take a walk to calm down before I do something impulsive and reckless…unless you're into that." He adds.

"Not so much." Carly informs which is kind of a lie because she sort of likes reckless and impulsive.

"Okay then."

With that he's gone and Carly just shakes her head in his wake

"So what do you think?" She asks turning to Sam who looks decidedly pensive.

"I think Rickman is a big giant tool." Sam informs helpfully.

"So you think he and I should get married?" Carly jokes and Sam brushes her bangs out of her eyes.

"No, I think you can do better." Sam whispers stabbing her spork straight through her Styrofoam tray.

"Yeah?" Carly asks swallowing hard and for some reason she's watching Sam with nearly bated breath.

"Of course. You're special kid." Sam says sincerely and when her blue eyes meets Carly's she doesn't look away.

The thunder is what draws Carly from a deep sleep and its not particularly loud or, ya know, thunderous but it wakes her because she knows that no matter what Sam says, she's sort of afraid of thunderstorms. Carly reaches across her bed searching blindly for Sam but her fingers only find the edge of the mattress.

"Sam?" Carly calls tiredly, opening her eyes and frowning at the empty side of her bed. Glancing at the alarm clock on the side of the bed that Sam had long ago designated as her own, Carly notes that its 3am.

And Carly is so tired that getting out of bed is a monumental effort but she does it and searches the third and the second floors for Sam with no luck.

She's halfway down the stairs to the first floor when she hears voice and Carly isn't really one for sneaking around and hiding, mostly because she's been told that she walks like Sasquatch. But apparently Sam and Freddie don't hear her because they don't move from where there sitting side by side on the couch, talking quietly.

Carly stays tucked behind the corner of the landing and she feels like kind of a skeeve while she tries to make out the words that they're saying but then again she doesn't move either.

Carly knows that Sam and Freddie usually film "Wake up Spencer" segments in the middle of the night and Freddie is holding a camera so she assumes that's what they were doing. The mystery of the missing Sam solved.

Carly is just about to go back to bed and when she sees Freddie lean over and, Oh dear God, kiss Sam but even more shocking than that is Sam doesn't punch Freddie in the face. She kisses him back.

And Carly just turned 17 so she's sure that the sharp throb of pain in her chest isn't a heart attack.