It was another typical rainy day in Seattle and Freddie was chasing after the bouncing blob of blond curls in front of him.

"Sam, slow down," he yelled. "You're just going to have to wait anyway!"

There was a loud crack in the sky and a huge flash of lightning overhead. Ok, maybe it was a little bit more than a typical rainy day. In the moment Freddie stopped to look, Sam rounded the corner and was gone.

"Man, she's fast!" He grumbled as he ran to catch up.

Even before Freddie walked into the Bushwell Plaza he could hear Sam arguing with the doorman. Lewbert was wailing about her getting his lobby floor all wet, and she was yelling that if he rolled around in it, it might actually look like he showered today. Freddie grabbed Sam by her hoodie and dragged her to the stairs. "She's with me, Lewbert." Freddie would have asked her why she ran, but after a 5-block sprint and climbing 7 stories, he was a little out of breath at the moment. As they reached their floor, Sam went to Carly's door.

"They're not home," Freddie stopped her. "Spencer picked up Carly for a dentist appointment. That's what I was trying to tell you before you decided to break the Jonas Book's speed record." He said, slightly out of breath.

"Ah, man! You mean I have to go home in this mess?" she whined.

"They shouldn't be gone too long. You can stay here until they get back…as long as you're nice." He said as he unlocked his door.

"Your mom's not waiting to disinfect me or anything, is she?" She peeked around the door.

"Although I'm sure she'd try, she's at a class right now and won't be back until dinner."

Sam looked back at Carly's door considering her options then heard a huge rumble from the thunder outside.

"Ok, but if I see any cream or ointments pointed in my direction, I'm out." She pointed.

"Very Funny. I think you're safe," he said as he stepped aside for her to enter. She walked past him giving him a warning stare as she entered his apartment.

Freddie tossed his bag next to the table. "Take off your coat and shoes so you're not dripping all over the place." He jogged into the hallway and she could hear him rummaging around in the linen closet near the bathroom. Sam decided to amuse herself with his mother's hideous bunny collection. "Don't Break Anything!" he shouted from the other room. How did he know that? she wondered.

Just as he came back, another large flash and rolling boom came from outside the window. Sam dropped the figurine and it landed 3 shelves down on top of a little bunny family with large floppy ears.

"Careful," he scolded. "My mom will freak if those things get broken!" He tossed her a small towel and was rubbing his wet hair with another as he scooted past her and into the kitchen. While putting a pot of water on to boil, he started telling her some long story about the nearly doomed bunny collection. What he actually said she'll never know, but she tried to stay politely quiet until he finished.

"Wow, Fredward! That was the greatest story I never wanted to hear," she deadpanned.

He gave her a smirk. "Well the moral of the story is: keep your clumsy, grubby hands off of them. If you need something to do the remote is on the shelf next to the TV. I'm going to go change."

"Marvelous, don't rush!" she called after him.

She flipped through about a dozen channels without finding anything interesting. "Figures Old Crazy would have all the good channels blocked. Oh look, she has the first aid and casualty channel on her favorites. Who Knew?"

Just as she gave up on TV, Freddie came back and tossed a sweatshirt and clean pair of socks to her and headed back to the kitchen. She was secretly glad his mom was such a germ freak. Boys' socks were usually gross, but right now her tootsies were toasty. When she finished putting on the sweatshirt, Freddie came back with a couple mugs of steaming hot cocoa. He gently handed one to her and then sat down next to her.

She sniffed her cup suspiciously. "Why are you being so nice and stuff, Benson?"

"It's called MAN-NERS," he enunciated. She raised her brow to look at him warningly.

He didn't get the hint. "It's practiced in advanced societies as a form of social interaction. In some cultures, it's even practiced by the women."

That was it! "Listen Dorkwad…" CRACK! There was a huge bolt of lightning and rumble of thunder that shook the windows. Sam screamed and spilled her hot cocoa all over her hands and the coffee table. Freddie quickly jumped up and grabbed the damp towel he had given her earlier. He wrapped her hands in the towel hoping to cool the burn.

"Your hands are shaking! Does it hurt?" he asked, examining her hands.

"A little, the towel helps though. I just…" She was interrupted by another loud clap of thunder and she jumped toward Freddie until there was no space left between them.

"You're afraid of thunder?!"

"No," she began to lie, but then heard another small rumble. "Yes."

"How could I have not known?" He was highly amused by this situation. "It rains all the time in Seattle."

"Rains, Yes, but not always like this." she grumbled.

Freddie began to chuckle softly, "Sam Puckett is afraid of thunderstorms!"

"So!" She yelled. "Everyone is afraid of something! You sleep with a night-light, Carly hates spiders, and Spencer is afraid of belly button lint! Even Superman is afraid of Kryptonite! Mine just happens to be a little turbulent weather!"

"Well," he spoke in a soothing tone, trying to calm her down. "Maybe you just haven't really listened to a thunderstorm the right way."

"What are you talking about? Big Sky go boom, shake house and everything in it, including me! What, are you listening through bionic ears, Tech Troll?"

"Nope," he chuckled. "But I can hear something different. It's easy; it just takes a bit of imagination. I can show you if you want."

She looked at his face and tried to find any hint that this was a joke. He wasn't usually good at hiding it. "Well I guess, since we still have time to kill…But if this is a trick, so help me, I'm gonna…" BOOM, more thunder.

"Ok, Just show me!" she said urgently.

He put the towel down over the rest of the spill and dragged her to the window, then reached past her to open it. The noise coming in was so loud she immediately began to shake again.

"Not the place I want to be, Benson!" she said anxiously.

"Just take a deep breath and close your eyes," he said softly.

"Are you nuts!" She began to back away but he caught her arm and pulled her back.

"Just trust me." His eyes were soft and sincere. She looked at him for a moment, then faced the window and closed her eyes. Freddie stood behind her and faced the window, too.

He began to speak softly in her ear. "Do you remember music class in 5th grade when Miss Drake taught us the sounds of the different instruments in an orchestra? Then she would play music and have us pick out the instrument?"

"Yeah…I was actually pretty good at that!" she smiled.

"Well listen to the sound outside and tell me what you hear."

"Freddy, I don't think…"

"Just try it!" he interrupted. "What's the first thing you hear?"

She sighed impatiently then listened.

"Raindrops…on something metal. The fire escape?"

"Good," he smiled. "Now remember your instruments? What instrument does it remind you of?"

She listened a minute longer. "That tiny flute-like thing that plays real high."

"The piccolo?"

"Yeah, it kinda reminds me of a piccolo."

"Ok, so imagine that the rain hitting the fire-escape is a piccolo. What else do you hear?"

She listened for a few seconds. "The rain on the ground outside. It changes a bit. It's not one constant sound, it has different rhythms."

"Try putting an instrument to it."

She listened again. "Clarinet?" she smiled.

"Alright, can you hear that with the piccolo you heard before?"

She concentrated for a few seconds, "I got it!"

Freddie smiled, "This is your song, Sam. It's anything you can imagine hearing. What's next?"

"I hear the wind just kinda hanging out it the background. That one is easy. It's the…Oh, that big violin-looking thing that you have to hold between your knees."

"Cello" Freddie answered.

She opened her eyes to look at him. "Like the fruity, jiggly dessert?"

"Not Jell-O, Cello!" Freddie shook his head. "I swear you and your stomach!"

"Yeah, Yeah… so cello. I love the cello… and I love Jell-O!"

"Meanwhile, back outside…" he said trying to call her back to the window.

She got the hint and closed her eyes. "Yes Sensei."

"You hear the piccolo, the clarinet and the cello. Can you hear them all together?"

She listened to the sounds for a few seconds and a small smile spread across her face. "I can hear them."

"Anything more?" Just then the thunder began to roll as lightning flashed through the sky. She jumped back and grabbed his wrist as her eyes flew open.

"What about the lightning?" He more whispered it than said it, trying to calm her down.

"What about it?" She was trying to cower away from the window, but she was backed against Freddie who, right now, was an immovable force.

"It's Loud and Scary!" she blurted out.

"And quick? Kinda like the cymbals?" He prompted.

"I guess so!" She relaxed a bit as she began to think about it. "Yeah, and the thunder is like those big kettle drums."

She stepped back to the window to listen to the music of the storm. This time with her eyes open. They stayed there for a few minutes and then Sam suddenly began to laugh.

"What's so funny?" He leaned over her shoulder to see what caught her attention.

"See the man walking down by the bus stop?" She pointed to a strange, curved little old man with a floppy hat. He was moving in a funny shuffle toward the bus. "He is definitely a bassoon. Freddie started laughing, too. They watched until the man boarded the bus and rode away.

Sam was finally aware that she was still holding on to Freddie's wrist, and he was still leaning over her shoulder. She turned to look at him, he was so close. He caught her blue eyes in his own and she was paralyzed…not with fear, but something else.

He reached up to brush a small piece of damp hair from her eyes. She realized that her heart was keeping rhythm with the rain outside. He gave her one of his crooked smiles, her favorite smile. It was the one he gave when he was up to something. She could feel the pink rising in her cheeks. He leaned in toward her as her eyes fluttered closed. He was just reaching his target… knock knock. It was the door.

He bowed his head and rested it on her shoulder. The spell was broken. "That's probably Carly." He said sadly. Sam sighed and turned to answer the door while Freddie closed the window.

"Hey guys, we're back!" Carly was pretty cheerful for having come from the dentist. "Ready to work on the show?"

Sam let out a half-hearted "Yay!" while Freddie left to get his laptop.

"So what have you guys been up to over here?" Carly asked.

"Oh not much," Sam said vaguely as she gathered her bag and shoes. "Just watching thunderstorms."

"I thought you hated Thunderstorms," Carly said as she reached for the door.

" Oh, not anymore." Sam gave Freddie a quick smile as he passed her and headed for the door. "I guess it's all in how you look at it." She gave him a gentle nudge as she walked past leaving him to lock up.

Freddie took one last look out of his apartment window just as another streak of lightning flashed across the sky. "Yeah, thunderstorms are definitely magic," he said to himself as he closed the door behind him.