Disclaimer: iCarly was created by Dan Schneider and is owned by Nickelodeon. This story was written for fun and the author makes no claims of ownership of the characters or the setting, only the story itself.

Warning: Rated M for strong language and (rather) graphic depictions of sexual acts.

Author's Note: Once again, a big THANK YOU everyone who has been reading (the last chapter got 200 hits on the first day!) and a SPECIAL thanks to everyone so far who has left reviews! I know it's been a while since the last update, so without further ado, here's your next chapter. Again, this story has no schedule; I will update it when I have the time.


The third time they did it, Freddie was, if not entirely comfortable, then at least a little more relaxed. The whole idea of the situation still seemed entirely absurd to him. Sam had said that she had set up their little arrangement as a way for her to blow off steam, to relieve tension. But if it was just sex Sam wanted, Freddie was pretty sure that there were a million other guys out there, each one, he had to admit, better looking and vastly more experienced than he, that Sam could just as easily have turned to. While she might not have been the best looking or most beautiful girl at Ridgeway, Sam had a certain flair, a certain something that no other girl at school had and that could really get the rest of Ridgeway's male population going, if she worked it right.

Was that the reason, then? Had she turned to him just because she knew she'd be able to overpower him? Had she turned to him just because she knew he wouldn't be strong enough to resist her? Was he really that much of a pushover?

At any other time, the thought might have made him feel a little indignant. He might have felt a little angry that Sam thought she was free to use him as a toy like she was. He might have felt a little embarrassed that, even at 17, he could still be pushed around by a girl. He might have even felt a little disappointed that a friend would do something so manipulative to another friend.

At any other time, Freddie might have felt any or all these things. This time, however, Freddie felt none of these things. Or he did feel them, but they had been pushed aside and calmed as the whole rest of his attitude seemed to relax and his usual anxieties be relieved. He might have even felt a little proud of himself, although he wouldn't recognize it as that.

A few weeks had passed when Sam called him again. It was a Saturday afternoon and she needed help finishing a report and presentation that had been assigned over summer for her marine biology class the next year. Her topic was the Arctic Ocean, and she needed to have a written report along with an oral presentation with visual aids ready by the first week of class. There were only two weeks left in summer, and she hadn't even thought about the thing at all until now.

Such a thing was rather common, Sam needing Freddie to help her wrap up a project she'd neglected until the last minute. Freddie half resented it, as it often wound up he was the one doing the lion's share of the work while Sam lazed around, and, being honest with himself, he wasn't quite sure why he kept agreeing to help her. This time, though, it was perhaps a little more than the obligation of a friend that got him to grudgingly agree to help Sam with her project.

After hanging up the phone, he packed his laptop up in his backpack, and, checking to make sure his mother wasn't anywhere in sight, grabbed a condom from the box in his drawer as he retrieved a fresh pair of socks. Dropping the little foil packet into his backpack, he made a quick exit, shouting a short "Mom, going out, won't be back 'till late, love you, bye!" as he grabbed his keys and sped out the door.

Sam let him in when he pulled up to her curb twenty minutes later.

"So how much have you actually done?" Freddie asked as he proceeded into the kitchen, leaving his shoes at the door.

"Does looking at narwhals on ZapLook count?" Sam asked, following him.

Freddie sighed and rolled his eyes. He put his backpack down on the table and unzipped it. "No," he said, pulling out his laptop and setting it down. He flipped the screen open and powered it up as he took a seat.

"Didn't think so," Sam said, pulling out a chair and sitting across from him.

A couple hours passed—Freddie had honestly lost count, his conception of time having been devoured by a veritable flood of narwhals, walruses, killer whales, and belugas—and they had begun to make some quantifiable progress. Sam had her laptop out now too and she was working across from him. Freddie had set her to finding cool pictures of the various species the report would be about to make the visual aids while he had taken to gathering together enough sources to properly fill out the report itself.

Freddie was just about ready to call his source list good enough and dive into the actual writing when he heard Sam let out a long sigh from across the table.

"I'm bored," she said, torturedly, drawing out the last word in an exasperated tone.

Freddie only ignored her, rolling his eyes behind his screen as he clicked open a new document in his word processor. As he did, however, he felt Sam's foot creep onto his, briefly playing with his toes before sliding up his pant leg to rub against his calf.

"Sam…" he began, shaking the foot away. It returned not a moment later, however, this time rubbing against his inner thigh before settling over his crotch. Freddie felt his dick jump as Sam began to tease it through his jeans with her toes.

"Sam, stop it," he said, quickly batting her foot away with his hand. He looked over the edge of his screen to see her face scrunched up in a small pout. "If you don't want to fail this project," he said, "we have to work."

Sam pushed back from the table and got up from her chair. "But we've already been working the whole day," she said, walking over behind him. She wrapped her arms over his shoulders and leaned against him. "Let's just take a little break," she said, breathing the last words right next to his ear.

The heat of her breath against his ear made Freddie shiver. He wanted to tell her no, that they had to keep working if the wanted to get her project done and wasn't that the reasons he had called him over here in the first place, anyway? But Sam's presence against him and the feeling of her hands now rubbing his chest through his shirt were making it very hard for Freddie to concentrate. So instead, he sighed heavily, removed his hands from his keyboard, and closed the screen on his laptop.

"OK, fine," he said, turning his head to look at her. He caught one glimpse of Sam grinning widely and couldn't help but smile himself as well as Sam brought on hand up his neck and through the back of his hair, pulling him towards her, kissing him heavily.

Continuing to kiss him, Sam pulled Freddie's chair out from the table and maneuvered her way around it so she was in front of him. Straddling him, she brought her hips down on his, grinding her crotch against him. Freddie moaned deeply as he felt his cock quickly hardening from the stimulation, bucking his bulge against her and grabbing hold of her hips.

They broke apart quickly and Sam pulled Freddie shirt off over his head, tossing it onto the floor. She kissed his lips one more time before moving to his neck. Freddie let his head hang back over the chair as Sam kissed below his chin, on his Adam's apple, and on the curve where his neck met his shoulders before sucking lightly on his collarbone.

"Mmm…" he moaned as Sam moved down his chest and kissed his nipple. She circled her tongue around the pink nub, sucking it lightly; Freddie cried out weakly when Sam softly closed her teeth on the nipple before continuing to moan and moving his hands to grab her ass.

After a few more moments, Freddie brought his hand up to the back of her head and raised it up to his, capturing her lips in his, while he slid the other under her shirt to massage her breasts. Sam let out a moan in response and continued to deepen their kisses, briefly breaking them apart to pull off her shirt and undo her bra. As Freddie placed his hands on her now bare breasts, he felt her place her hand on the bulge in his jeans and begin to slowly rub his dick.

Freddie quickly reached down between them to begin undoing his belt but stopped when Sam abruptly broke off. Standing up, she unbuttoned her shorts, letting them fall to the floor and revealing her panties.

"Couch, come on," she said, beginning to walk to the living room.

"Oh, yeah," Freddie said, nodding and a little short on breath. He quickly got up, finished undoing his belt and then his jeans, and stepped out of them to follow Sam to the living room. His hardened cock was tenting beneath his blue and white plaid boxers and swayed side-to-side as he moved.

Sam's couch was an enormous five-seater with velour upholstery sporting a zigzagging, geometric line pattern done up in shades of orange. Freddie tried not to think of how many one-night stands Sam's mom had probably had on these cushions, or how many of the dark spots on it weren't actually spilled coffee as he walked around the back to the front.

Standing face-to-face now, Sam took his hand and pulled him towards her, closing the distance between them. She placed his hand on her waist and guided it down to her butt which Freddie firmly grasped; at the same time, Freddie felt Sam place her other hand on his waist, sliding it below the elastic waistband of his boxers and grabbing his ass in response. Freddie used his other hand to catch Sam's face and bring her lips to his.

After a few kisses, Freddie felt Sam move her hands and slide his boxers off; he stepped out of them and kicked them aside. Freddie gasped when Sam moved her hand to cup his balls and stroke the place just behind his sack with her fingers. He moaned, breaking their kiss and drawing their bodies together, sandwiching his erect dick between their stomachs, as Sam continued to play with his balls.

Sam slowly started to move towards the couch while keeping them locked together as they were. Freddie carefully stepped backwards, throwing his hand out behind him to brace against the back of the couch as Sam lowered him down onto the seats. Soon enough, Freddie was sprawled out across the couch while Sam knelt beside him on the carpet, one of her hands still holding his balls and the other now teasing his nipples.

"Ungh…" Freddie groaned as Sam grasped his throbbing cock at the base and began to slowly stroke him up and down. She kissed his chest and began to suck and lick his nipples again, sending more waves of pleasure through Freddie's body.

"Ah, Sam… I'm gonna…" Freddie moaned as he felt that tingling feeling begin to build up in his crotch. He reached one hand down to hold Sam's still while he propped himself up on his side with the other, catching her lips in his. Sam laced their fingers together as they slowly stood up.

Sam slowly moved them a few steps away from the couch to a cubical footstool in matching velour upholstery upon which she sat, sliding off her panties as she did. Freddie knelt beside her, leaning over her to hold their kiss as she laid back over the stool. Freeing one of his hands, Freddie maneuvered it across Sam's body and began to massage her vagina. Sam moaned deeply in response and brought her hand up to run her fingers through his hair. Freddie smiled and kissed her again; he slid two fingers into her folds, loving the way she shivered as he wiggled them around inside her and the way her breath hitched when he briefly touched her clit with his thumb.

Soon, he felt her begin to move his head down her neck and to her breasts; he licked and sucked on her nipples, eliciting more moans. Sam continued to move his head down her body until he was face-to-face with her entrance. She grabbed his hand by the wrist and pulled his fingers out.

"Lick it," she said, meeting his eyes, her voice commanding. Freddie nodded and repositioned himself so he was kneeling between her spread legs. He took a deep breath before finally lowering his head and extending his tongue.

Freddie had seen videos of guys eating girls out before, of course; quite frankly, though, he'd never paid much attention to exactly what they'd been doing. Now faced with Sam's pussy right in front of him, he didn't have much idea what to do. Sam's hand was at the back of his head the whole time, though, directing him around; she moved his head and he licked and kissed, tasting the strange flavor of the fluids wetting her folds, wherever she stopped.

Sam was moaning loudly and more frequently by the time she moved his head to her clit. He kissed it lightly and then began licking it with the flat of his tongue. Sam rocked beneath him as he more aggressively attacked the small nub. Sam's moans became shorter and higher until she finally let out a keening cry, becoming still beneath him. Breathless, she sat up and brought his mouth to hers, kissing him deeply and heavily.

"Condom?" she said, pulling back.

"One sec," Freddie replied. He caught his breath and quickly went back to the dining room where he fished through his backpack and retrieved one of the condoms he had brought. Stroking his dick as he walked, he returned to the living room and sat down on the edge of the orange couch where he tore open the packet and unrolled the condom onto himself. Sam beckoned him to her so Freddie dropped to his knees on the carpet and shimmied over, taking her hand in his, their fingers lacing, again. When he was between her legs again, Sam slid forward on the footstool and, with her free hand, took hold of Freddie's cock and guided it slowly into her wet cave.

"Ungh… fuck," Freddie groaned as Sam's warmth enveloped him. When he had fully entered, he reached forward to squeeze Sam's breasts, eliciting a moan in response. Moving his hand to her hip, Freddie slowly pulled back before thrusting in again.

"Ah, ah, ah, oh! Mmm… mmm… ah! Ah, ah, mmm… ah! Oh, Freddie…" Sam moaned as he moved, her pitch growing higher each time he entered her.

"Ungh… Sam…" Freddie grunted breathlessly in response. Hearing her say his name, mixed with all the other little sighs and moans escaping her mouth as she lay before him, back arched over the footstool, head hanging back and toes curling into the heavy pile of the carpet, Freddie began to increase the speed and depth of his thrusts. As he did, Sam reached one of her hands over her belly and began to rub her clit, moaning even more loudly as she did.

Sweat was beading on his chest and beginning to run down his forehead and over his face as Freddie kept his pace. He could feel his climax building inside him, threatening to break loose with each thrust; judging from the tension he felt in her body and the sound of her moans, Freddie thought that Sam must be very close too. He enjoyed it best when they both came together, so he tried to hold of coming until Sam was ready too as he continued to push into her.

"Sam… Oh, shit, Sam… I'm gonna come!" Freddie managed to grunt.

"Fuck, Freddie… Mmm…" Sam moaned in response, gripping his arm tightly and beginning to rock forward to meet his thrusts.

Freddie felt Sam tighten around him, finally pushing him past his climax. Freddie grunted and called out Sam's name as his orgasm hit him, making his toes curl and his entire body tingle; he continued to thrust into her as he felt the cum pumping through his cock, Sam moaning loudly and crying out as well. The final shocks of his orgasm over, Freddie collapsed, exhausted and heart pounding, onto Sam, not bothering to pull out and ignoring the sticky feeling of the skin of her belly under his cheek.

Several moments passed and Freddie felt Sam's hand on his back. He raised himself up and pulled out of her, wobbly getting to his feet and falling back onto the couch; Sam sat up on the footstool and wiped her brow.

"We should," Sam began, still a little short on breath, "get back to work."

"Yeah," Freddie agreed. "We should."