A sequel to First Time-

Once More With Feeling

"…And Carly, you and Sam will be working together."

You lift your head from your desk slowly, peering up at Mr. Johansen and his ridiculous toupee at the front of the class in disbelief before glancing over your shoulder at Carly two rows to the left of you and she looks as uncomfortable as you feel.

"Mr. Johansen!" You practically scream, whipping around and hand shooting into the air with so much force that your desk rocks onto the front two legs. "Mr. Johansen!"

"Yes, Sam." Mr. Johansen answers a little taken aback by your enthusiasm. "What is it?"

"Uhm, I…is there anyone else that I can work with." you plead, throwing a glance at Carly. "Not that Carly isn't a kick ass partner, excuse my language, but I need a new partner…really bad."

Mr. Johansen gives you a curious look before shaking his head, "I'm sorry Sam. There's no partner switching. You work with who you work with." He answers finally and you slump back into your seat, heart thumping in your ears before you drop your head to the cool wood and let the resounding thunk your forehead makes, run through you.

"I'm so screwed." You sigh, looking up at the ceiling fan as it whirls endlessly before your best friend Warren Wagner steps in your line of sight, where your head hangs over the foot of his bed.

"Maybe it won't be so bad." He offers and you frown, scooting back on the bed so you're not looking up at his junk.

"Thanks for that crotch shot." you grunt and he laughs sitting down so his hip is right beside your head and leans back on his hands. "And it is going to be awful. Awful and weird and painful."

"Maybe…or maybe she's completely over you. You know she has that hot girlfriend now maybe she isn't pinning for a tomboy with a authority issues." Warren offers and yeah, you know all about Carly's hot girlfriend Ashley, you remember when it was the major gossip going around the school and how you stayed home for most of that week.

"You know, you're not helping." You mumble as Warren's big, warm hand comes down to stroke your hair.

"Sam, you and Carly were together two years ago. You guys were young." He says softly and you shake your head, turning onto your side and pressing your face against his thigh. He smells like a little too much cologne but you take a deep breath anyway.

"She was my one big mistake, ya know? I shouldn't have listened to my crazy mom." You sigh and Warren makes a sympathetic sound.

"I know but maybe its time you move on to someone else." He whispers and you laugh, almost hysterically. "What's so funny?" He asks with a laugh of his own.

"I'm not having sex with you , Dub-Dub." You chuckle and he laughs a little more.

"How do you know I even want to have sex with you, huh?" he questions and you roll away, sitting up to meet his grey eyes and taking in his low cut hair and strong jaw.

"Why else would you waste your time hanging out with me? You're hoping I'll give in and fall all over you just like the other girls at school." you offer and Warren just smiles, reaching out to tug on a curl of your hair.

"I hang out with you because you aren't like the other girls at school. That's why I like you." He offers genuinely and you grin at him, one eyebrow lifting.

"Thanks but I'm still not doing you." You affirm, brushing a hand over his head before standing. "And beside I need your help. What can I do about this Carly situation. I figure my options are either transfer to another school or fake my own death and…" Warren cuts off your train of thought as you sit down at his oak desk across the room.

"Or you can just suck it up and do the project. It's a few weeks of work and then you can be done." Warren offers and you glance at him quickly.

"I'm scared. She use to be my best friend and now we can't even look at each other." You whisper and you can feel Warren staring at you.

"You loved her." He says simply and you smile a little and rub your eyes.

"Yeah, I did. She was my first everything." You admit even though Warren's heard this all before. "Ya know what, Handsome?" You say around a deep breath, standing and walking over to stand between Warren's legs, touching his pointed ears. "I might just have some sex with you one day after all."


You immediately recognize the low, husky sound of Carly's voice and you pull your head out of your locker to look at the other girl and man, she's beautiful.

"Oh hey." You exhale nervously and its been two years since you broke her heart, since you told her that you couldn't be with her even though you were so in love with her that you still look at her and get that fluttering feeling in your stomach.

"I, uh, just wanted to see when would be a good time for you to work on our project." She says and you know she's nervous, can hear it in her voice, can feel your own nerves making you sort of nauseous.

"Well, I have to work Tuesday, Thursday and Saturday nights but any other time is fine." You offer and Carly smiles a little bit and your heart jumps into your throat.

"How about tonight then? At my house at, like, 5pm."

"Okay, that's fine. I know the place." You whisper and Carly nods, licking her perfect lips and you look down at your feet because the way she makes you feel reminds you of things you try not to think about.

"Hey, there you are." You look back up and there's hot Ashley with her super blonde hair and perfect make up and you tug self consciously at the band tee shirt Warren gave you. "I've been looking all over for you."

"I just needed to talk to Sam for a second. We're working on a science project together." Carly smiles warmly and you have the fleeting memory of when Carly use to look at you like that.

Ashley smiles at you, white and blinding and perfect and when she says 'Hi' you say 'Hey' instead of 'I want to rip your face off.' and your kinda proud of your self restraint.

"So, I guess I'll see you tonight? Right?" You breathe, looking back at Carly and she nods once.


You give her a smile as you pick your backpack from by your feet and sling it over your shoulder and try to breathe as you brush by them. You only get eight steps before you have to turn around and just look at her because for a long time you haven't. When you glance over your shoulder she's looking back too.

You stand outside of the Shay's apartment so long that you're 5 minutes late even though you arrived 7minutes early and if you were anywhere else it would be considered loitering but you can't quite bring yourself to knock. Not yet.

It's strange that this place has some of your best memories and yet you haven't stepped foot inside of it in two years and the only reason your standing here, staring at familiar bronze numbers is because Mr. Johansen has had it out for you ever since you put a whoopee cushion on his chair.

"Sam?" Spencer's voice startles you and he looks just as surprised as you are and he's looks exactly the same as he did the last time you saw him.

"'Sup Spence?" You greet with a grin and before you say anything else he's pulling you into a hug that you sort of collapse in for a moment.

"What're you doing here? I haven't seen you in forever." Spencer laughs pulling back and holding you by the shoulders to look you over. "You look good kiddo. How've you been."

"I've been pretty good," You lie with a smile. "You're looking pretty good yourself hot stuff. I'm lovin' the hair." You say and he brushes his bangs over his forehead bashfully.

"Thank you, I've been styling it with bacon fat and I find it gives it a quite luxurious sheen." He says shaking his hair and you grin because you missed this guy. You never had a big brother and you always kinda considered Spencer in that light and you've just missed him.

"So what're you doing here? You haven't been around much since you and Carly broke up."

Broke up, man you hate those words but you try not to frown and lift a shoulder carelessly.

"Carly and I are working on a science project together." And Spencer nods as he moves to unlock the door, swinging it open wide enough for you to walk in after him and it takes a deep breath and a lot of courage to follow him over the threshold.

"Carly! Sam's here!" Spencer screams as you glance around the apartment and you don't know why you expected to look different because it doesn't. It still cluttered and strange and warm and amazing. You look up as Carly comes down the stairs and its so familiar watching her bound down the stairs like this but she's not happy and excited to see you like she use to be. Instead she seems nervous and edgy but she's smiling and so you smile back and swallow your own awkwardness.

"I'm gonna fix you guys a snack." Spencer yells from the kitchen. "You still like food, right Sam?"

"Of course." You laugh but your not looking at Spencer, your looking at Carly.

"I knew it." Spencer laughs and Carly throws him an amused glance. "Still the same ol' Sam."

"Hey." You smile as she nears you, gripping the shoulder strap of your backpack tighter, hanging on for dear life.

"Hi." She greets coming to stop in front of you and you swallow hard, try to think of something, anything else to say to fill the silence because otherwise you guys are just staring at one another.

"Hey." You breathe again and immediately want to throw yourself off of a building but Carly just tilts her head and smiles wider.

"Let's get to work." Carly suggests, gesturing at the books stacked on the coffee table vaguely. "Is here alright?"

"Yeah," You nod quickly, dropping your backpack. "Yeah." Because you couldn't handle being anywhere else.

You two work for nearly three hours, three hours of hell because Carly sits on the couch beside you for every single minute and she smells good and looks even better and you don't want to seem like a freak but you can't really help but look at her, stealing glances at the other girl out of the corner of your eye. She's all beautiful and stuff and yeah, this is hell but you don't think you'd want to be anywhere else.

"I should probably go." You croak when even reading becomes a hassle since the words don't look half as good as Carly. "It's getting late."

"Oh okay." she answers and you know you're confusing what sounds like regret with something else, you have to be.

You stuff your things back into your bag, standing and heading towards the door and you feel her behind you, can feel her eyes boring into you even in the short steps it takes to reach the exit.

"So I guess we should probably get together a couple of more times this week." You say opening the door and turning to face Carly. "Ya know, to finish the project on time."

"Yeah It'll probably take a few days to build a photon cannon." Carly says softly, shoving her hands into her pockets and your eyes dart down to the fly of her pants before flying somewhere else, anywhere else. "Tomorrow?"

You clear your throat and shake your head. "I have to work tomorrow night."

"Yeah, I forgot." Carly murmurs with that embarrassed shrug that you remember and man, you remember everything. "Where do you work?"

"At Luigi's. It's an Italian restaurant my friend Warren's parents own. Best spaghetti in town" You murmur and she smiles again.

"Well how about the day after tomorrow?" You offer and she nods, dark eyes focused intently on your face and you look away because you'd rather not have eye contact.

"I'll see you later then, I guess."

"Yeah, bye Carly."

"You're staring."

And its hard to stare inconspicuously with annoying people saying things and blowing straw wrappers at you.

"No I'm not. I'm just…looking off into space." You defend lamely, your eyes locked on to Carly six tables away with her ridiculously pretty girlfriend and a bunch of people you don't even know.

"Yeah, Carly Shay's space." Warren quips, shooting another straw wrapper at you that hits you in the cheek.

"I hate you." You bite out, finally looking away and at Warren where he sits across from you at the lunch table.

"No you don't. If anything you're secretly in love with me because of my boyish good looks and considerable charm." Warren says around a bite of what's supposed to pass for chicken and you frown watching his unchewed food roll around his mouth.

"Yeah that's it." You say sarcastically, taking a bite of your own chicken and wincing. Yeah, its gross but its food so you swallow it and take another bite.

"So I take it that the study date went well since you've spent half of lunch staring all moony at Carly." Warren asks and you kick him under the table. Hard.

"Shut up. And it wasn't a date, we worked on our project." You say, eyes darting over to Carly threw the throng of people again before looking away nervously and taking a drink of your orange juice.

"You? Worked on something school related?" Warren asks in disbelief and when you try to kick him again, he dodges it. "You must really love her then."

"I don't love…her. That much. Anymore…" You trail off digging your spork into your Styrofoam tray. "Oh shut up, Dub-dub." You finally say and he just laughs easily.

"Hey your not the only one with unrequited love. There's this girl in my English class, legs for days I tell ya…" You listen to Warren talk about some girl absently, not even fighting the way your eyes turn to find Carly again because after not being able to look at her, talk to her, be near her for two years, working together on this project is giving you Carly Shay overload.

This time when you look over at her table she's already watching at you, dark eyes curious. Your stomach does a perfect somersault when your eyes meet hers but you don't look away, especially because she's smiling just a little at you and you grin back.

"So that guy your always with? The baseball player?" Carly starts softly, semi hidden behind the half erected photon cannon your building for science, and you look up from the schematics you've spent the last hour being confused by and at her. "Is he like your boyfriend?"

You want to laugh, can feel it gathering in her chest, because she loves Warren but not like that and because its Carly asking you like she cares and that cannot be right.

"No, Warren is just my bud." You say easily and she nods, standing from her position crouched down by the base of the canon before coming and dropping down beside you on the couch, a full cushion away.

"It's so weird. It's been a long time since we talked." She mutters and your suddenly, automatically extremely nervous and you reach up to touch your hair absently.

"We talked on Monday." You laugh tightly and Carly rolls her eyes and says "Sam" in exasperation like she use to and you just breathe through the memory.

"Yeah but I mean, talked." She reiterates and you nod, trying not to crumple the schematics in your hand. "Like, how's everything?"

"My uncle Saul is in jail for animal theft." You offer and Carly smiles at you with just her eyes before fading away. "I finally passed Algebra 2, so there's that. Uhm, nothing really."

"Well, how's your mom?"

You flinch so hard that you're sure Carly notices but if so she doesn't say anything, just looks at you from so far away. "I don't really talk to my mom anymore. I moved out last year. I told her I was leaving and she didn't really try to stop me. Got my own place, I mean its kind of a dump but its mine and a car and stuff." You admit nervously and Carly's eyes widen, her hand moving to the cushion separating you two like she might touch you but she doesn't.

"Oh ." Carly exhales and you give her a lazy shrug and reach up to touch your hair again, this time Carly's eyes follow your hand and you stop self consciously.

"What, do I have something on my face? Barbeque sauce?" You question wiping at your mouth and Carly laughs, full and round. "What?"

"No, you just never use to do that." She smiles softly. " That nervous hair touch thing."

"New habit I guess." You whisper looking down at your shoes and fighting to not reach up and touch your hair again. "So what about you?"

"Not a whole lot. Spencer was engaged to a girl, Kathy, for like a week but then she told him she wanted 10 kids and he had to break it off. But besides that, everything's pretty much the same, actually. " Carly shrugs and you nod.

"Yeah, well, except for your girlfriend." You immediately want to punch yourself in the face as soon as the words are out but Carly just shrugs.

"Except for Ashley, yeah."

You want to ask more questions about her girlfriend but you don't because her girlfriend is probably not just pretty but funny and awesome and volunteers at homeless shelters and you'd rather not hear about all of her amazing qualities.

"So, photon cannons, huh? Hard work." You say trying to ease the tension.

"Yeah definitely." Carly exclaims like she grateful that you did.

"I know right? I can hardly read this schematics. It's like their in Japanese or…"

"Sam?" Carly cuts you off mid sentence but you don't really mind that much. "I was thinking that maybe we can hang out sometime. Ya know, when we're not building photon cannons?" She asks softly and everything inside of you tightens but you nod. Of course you nod, you'd actually use words too if you could draw in a breath.

"Yeah. Sure." You manage and Carly smiles brightly.


"Hey, where were you last night?" Warren asks as you rush into the back room of the Italian restaurant, tying your black apron around your waist and praying that your white button down shirt isn't stained with spaghetti sauce again. "I called you at your apartment and you didn't answer." Warren continues having pity on you and moving forward to tie the black tie hanging around your neck.

"I was out…" You mumble fumbling with the strings of your apron behind your back and Warren gives you a suspicious look.

"Out doing what?" He questions, "Sam, you know if you get in trouble again they'll send you to that delinquent school behind the elementary."

"I wasn't doing anything." you laugh, chocking a little when he pulls your knotted tie too tight. "I went to the movies to see Attack of the Raisins."

"You went to see that without me?" He questions as you step back and he leans against the small card table in the room designated for employees with a TV in the corner and a small refrigerator. "Who'd you go with? That boy, Doug Toader, with the huge crush on you?"

"Ew, no! Doug Toader is a nub of the highest caliber." You cry, using the rubber band on your wrist to pull back your hair. "I went with Carly."

"Carly Shay?!" Warren cries and you wince a little at his words, you know what he's thinking. Probably the same thing that your thinking. What the hell are you doing hanging out with Carly Shay when you have so much history and feelings for her, when you can't really be just friends with her because you care way too much, when Carly has a steady girlfriend.

But you can't help yourself and its eerily similar to your addiction to ham and just like you know too much ham is bad for your heart you know Carly is too. But last night when you spent an hour and a half not really watching the movie and trying not to hog the arm rest and absolutely aware of Carly beside you, was one of the best nights you can remember.

Carly wants to hang out with you more so of course your gonna hang out with her.

"What?!" You bark back and Warren gives you an entirely disapproving look. "She wanted to hang out with me. What am I supposed to do? Say no?"



"Sam." Warren sighs, running a hand over his strong jaw and you know that gesture. It always leads to something you don't like. "She has a girlfriend."

"Dub-dub, I'm not trying to be her girlfriend. I just want to be friends again." You sigh and its sort of a half truth because while you miss a lot about Carly, friendship is one of the things you miss most. "There's nothing wrong with platonic, friendly hanging out."

"That's what they all say when they're really trying to win back their girlfriend that they never got over." He says crossing his arms over his broad chest and you step close to him.

"You and I can just hang out." You offer and he rolls his eyes.

"No, that's not true, because I'm actually trying to get into your pants." He shoots back and you laugh. "Constantly."

"Why're you acting like this? You jealous?" You question with a grin, poking him in his stupid, well defined chest and he sticks his tongue out at you like a little kid, rubbing at the spot you just proded.

"Maybe." He sighs around a smile and you shake your head.

"Why're you calling me anyway? I thought you had a date with that blonde whose body I believe you said was slammin?" You question and Warren shrugs, pushing away from the table and slinging his arms around your shoulders like your in the 5th grade and slow dancing.

"Unfortunately her Splashface profile was grossly falsified and she was not the slamming hottie her pictures suggested." he sighs forlornly. "She had a mustache."

You laugh at that and he laughs too, pressing his lips into your hair. "I told you about meeting girls on the web."

"Yeah. Yeah." He sighs before leaning back to look at you, your eyes run over his handsome face quickly. "Sam?"

"Yeah, Dub-dub?" You answer sweetly and he smiles back.

"Be careful okay? I know you care about Carly a lot but I don't want you to get hurt. Okay?" He says honestly and you nod, reaching up to curl your hands around his elbows.


"Alright, now lets go. You're late and my Dad is going to kill you."

Freddie is helping you and Carly with your photon cannon even though first you'd asked for Spencer's help because you two figured with his sculpting history it would benefit but in a series of events that really shouldn't have surprised them, Spencer caused three inexplicable fires which forced them to recruit Freddie in all of his nerdy glory.

Freddie is helping you and Carly with your photon cannon which means that Freddie is buried under parts with Spencer, who has been only allowed to hand Freddie tools, while you and Carly sit on the couch watching Seattle Beat.

You're so engrossed in Yellow Day performing that you hardly even notice when Carly's socked foot hits yours, you just move your foot over a little and continue to be in complete awe of the lead singer but then she does it again and once more and by that time your focused has entirely shifted to the way her cotton clad foot is brushing over your ankle, just above your own green ankle socks.

What the hell.

You glance at her from the corner of your eye and she's gives you a quick look before turning back to the television and your heart does a slow crawl up your throat.

"I need another copy of the schematics. This ones all…scorched." Freddie calls and you glance over your shoulder to see Spencer's embarrassed look. "Do you guys have another?"

"Upstairs in my desk." Carly throws over her shoulder without looking and she's hooking her foot around yours and it's too much.

"I'll get them." You blurt without thinking, nearly stumbling over Carly's foot before darting around the couch to the stairs and God you need the space.

You're up the stairs and pushing open the door to Carly's room before you even realize it because in the three weeks that you've been working on this project you've become comfortable again being at the Shay's.

Her room looks exactly the same, all soft lavenders and coo patterns, and you walk around her bed without really looking at it. The desk is dark oak wood and you stop in front of it, Carly didn't say exactly where in her desk so after glancing over the top you yank open the top drawer revealing stationary and pens and other school supplies but no schematics.

You brush your hair out of your face absently before shoving the drawer shut and yanking open the next one. You pull out a math book and then your suddenly staring down at your own handwriting.

You know what it is, the soft yellow envelop and words neater than anything you've ever written, and you know the pale pink envelope under it too.

You pick them up with shaking hands, the envelopes stiff with the cardboard cards still inside of them. They're friendship anniversary cards. Cards that took you hours to pick out, to sign, to find the courage to slip through the vents of Carly's locker. Two for the two anniversaries after you told her you didn't want her, that you couldn't want her, when really you didn't want anything else.

Inside the drawer something else catches your eye and then your fingers are pulling out the silver, cold bracelet you'd given her on her birthday. Just as clean and shiny as the day you gave it to her. You wrap it around your fingers, remember that day when you gave it to her and the smile she gave you. How you told her that you loved her so easily because it was so true. Because it is true.

You wonder why she kept them.

Suddenly footsteps are coming closer and you drop the envelopes and the bracelet back in the drawer, covering it with the math book but Carly is already walking into her bedroom before you slam the drawer shut, catching your finger and swearing like your P.E. teacher when he forgets to take his medication.

"I didn't find the schematics." You hiss around your index finger but you can tell that Carly knows what you were looking at because she's wrapping her arms around herself and she looks nervous, worried, embarrassed.

"Sam." She whispers and you cut her off.

"I'm sorry. I wasn't snooping or anything. I was just looking for the…" You trail off weakly, pushing to your feet slowly and she looks down at the carpet between you two for a minute.

"I know." She whispers nodding and you like the way she tucks her hair behind her ears, you're not sure why.

"I'm sorry."

"Why did you give me the cards, Sam?" She questions and it catches you off guard, your sure the impression of a fish you do gives it away too.

"I-You-I mean, it's our friendship anniversary." You say as if it should explain everything but it only makes it worse. "I cared. I still cared. I just wanted you to know that." You flex your throbbing hand nervously.

Carly nods again, tilting her head to look at you and you recognize that look. It means, she's looking at you, reading something you probably don't want her too.

"Why'd you keep them? And that stupid bracelet?" You croak and she laughs a little bit despite nothing really being all that funny.

"It's not stupid. Don't say that." She swallows. "You gave me that when you told me you loved me the first time. Why wouldn't I keep it? And I kept the cards because even though we weren't hanging out or talking or even making eye contact , I dunno, I guess I thought it meant you were thinking about me." She shrugs with a sad smile and it makes your stomach lurch.

"I did think about you . I do think about you." You admit probably too readily because she blinks at you in surprise.

"I've missed you. I've missed my best friend." Carly admits in return like she's calling your confession.

"I miss everything about you." You blurt but before she can say anything the downstairs smoke alarm screams to life and you cover your ears quickly with the palms of your hands while Carly does the same.

You both rush downstairs just in time to hear Spencer yell, coughing from the smoke, "I didn't touch anything! It just happened!"