DISCLAIMER: I do not own iCarly. The storyline and any original characters are a figment of my own imagination. Any similarities of original characters, places, or situations to any person or persons, places, or situations real or fictional, are purely coincidental.

A/N: This story takes place about three months following the events of iNever Knew. You don't really have to read that story to understand this one, but it is a companion piece.

STORY RATING: M—strong language, angst, adult/sexual situations, depictions of sexual acts. This story is intended for mature audiences.


Two Months Earlier…

With much reluctance, the young teenage beauty slid her hands from the back of the neck down to the chest of the boy she was in the midst of making out with, and gave him a firm push. When his lips separated from hers, she sighed. "We should really stop now." Her breathing was shallow and uneven.

"Why?" he asked, again trying to pull her close and capture her lips with his own.

She almost allowed herself to once more melt against him, but rational thought was winning out over desire. Deftly sliding her hand in between their faces, his lips instead found and grazed her palm. "Freddie," she said in an admonishing tone, "Sam'll be here any minute."

Reluctantly Fredward Benson pushed himself off of the girl and into a sitting position. "When are we gonna tell her, Carly?" As he sat back into the colorful bean bag in the iCarly studio, he readjusted his clothing, re-buttoning and re-zipping everything she had so expertly taken her time undoing.

Carly Shay ran a nervous hand through her disheveled hair, attempting to smooth it. "I told you—not just yet." Reaching under her shirt, she found the clasps of her bra and hooked them back together.

This was an argument they'd had several times in the past few weeks. Ever since their relationship had changed a month ago, the night they had given their innocence to one another, Freddie had been anxious to tell everyone that they were dating and in a relationship. Carly, on the other hand, was reluctant to do so because she really wasn't sure just what they were doing right now. They were definitely having fun fooling around, but she really wasn't sure she thought they were boyfriend and girlfriend. More specifically, she wasn't sure she was ready to commit to being in a serious relationship like that with Freddie. Yes she had feelings for him, strong ones, but truth be told—they scared the hell out of her.

"Well when?" he asked, becoming agitated.

She watched as he stood up and began getting the equipment ready for the iCarly show that night. She saw how his movements were jerky and the way his jaw clenched. "Don't get mad," she sidled up behind him and wound her arms around his waist. She felt him stiffen. "I'm just not ready yet," she said as she kissed him lightly on the back of his neck, then again. She could feel the muscles in his back beginning to relax.

He sighed. "I don't get what the big deal is." He turned to her, avoiding her gaze. "Are you…" he paused, almost afraid if he asked the question he would get confirmation of what he feared, "Are you ashamed of me—of what we did?" He brought his eyes to hers uncertainly. He wanted to add that they had not yet slept together again since that first night even though he thought they would have by now; he was worried she regretted it.

"Oh, Freddie, no. No, that's not it at all. It's just," she took his hand in hers and idly began toying with his fingers, not wanting to make eye contact, "I'm afraid, okay." She was reluctant to admit it, but she was terrified that making it official would mean that if something were to happen to break them up, not only would they no longer be together as boyfriend and girlfriend, but their entire friendship would become irreparable, resulting in him getting hurt—and, as selfish as it seemed, her getting hurt as well.

"Afraid of what? That Sam won't approve?"

"No," she said, dropping his hand as she turned awa,y drifting over to start setting up the props for the show. "Just forget it." She knew he would just think her reasoning was stupid and irrational. To him, his feelings for her were simply black and white. Hers, in contrast, were clouded in a shade of gray.

Freddie followed her and whirled her around. "Uh-uh. Tell me, Carly—what are you afraid of then?"

"I said forget it."

They heard the elevator rattle as it arrived on the floor. "You want to forget it? Fine—it's forgotten," Freddie said ominously, still holding her arm. He continued to hold it a second longer than necessary before he finally let go and went back to his tech cart to prepare for the show.

Carly opened her mouth to ask just what he meant when the elevator doors slid open, and Samantha Puckett entered the studio, a half-eaten roast beef sandwich in her hand. "What's up, guys?" she greeted, her mouth full of bread and deli meat.

When Freddie didn't answer, Carly quickly composed herself and gave Sam a falsely bright smile. "Hey, Sam! We're just getting everything ready."

"Sorry I'm late. My mom stopped me on the way out screaming something about my Uncle Frank going back to the slammer," she paused and waited for Freddie to make his usual remarks about her and her family's considerable jail records. When he remained silent and continued to fool with his laptop, Sam sneered. "What—no comments from the peanut gallery?" She turned back to Carly and jerked a finger in Freddie's direction. "What's Fredweird's problem?" She took another large bite of her sandwich.

Carly feigned ignorance and shrugged as she pulled out two extremely large, floppy hats from the costume trunk. They were to be used in one of the skits they were going to perform. "Just leave him alone, Sam."

Sensing some tension in the room, Sam decided not to push. "Whatever." She crammed the last of her sandwich into her mouth. Rubbing her hands against one another, she brushed the crumbs from her fingers. "Let's get this show started."

"All right, ladies," Freddie said, finally speaking. "Or should I say, lady and Sam." His voice was laced with sarcasm. Sam narrowed her eyes and made a face at him. "We're live in five…four…three…two…"

Later, after the show had wrapped up, Freddie took down the equipment in record time and attempted to bid a hasty retreat. Carly managed to catch up with him on his way out while Sam was otherwise occupied trying to convince Spencer to make a pot of chili.

"Hey," she said following him into the hallway. He ignored her. "Hey!" she repeated, this time a bit louder and grabbing at the back of his shirt.

He spun around on her, clutching his laptop in his hands. "What?" The look he gave her was not a friendly one.

"Can't we talk about this?" she pleaded desperately.

"You said to forget it. It's forgotten."

"That's not what I meant, Freddie—"

He cut her off. "I think it's pretty clear what you meant. That what happened between us was a mistake."

Her breath caught in her throat. "Don't say that." She could feel the tears fill her eyes, burning hot and threatening to fall.

He wanted to soften, to kiss away the single tear that managed to slip down her cheek. But in his mind, the proof was there. "Admit it, Carly. We haven't slept together since that night. And anytime I bring up telling Sam or Spencer or someone about us, you get all weird and close up." He shrugged and started backing away, trying to keep it together when really his insides were twisting and revolting with hurt and sadness. "You tell me how I'm supposed to believe it's all okay and that what we're doing is going to lead anywhere. How it's right." He swallowed his pride and put it all on the line. "I love you, Carly. Can you say the same?"

Carly wanted so badly to answer him, but her mouth wouldn't form the words. In a split second, her world came crashing down around her. She reached for him.

"That's what I thought," Freddie said, jerking out of reach. He was afraid if she touched him he would lose what little control he had left over his emotions. Instead, he turned his back on her, but not before giving her one last forlorn look. She felt her heart drop and wondered just what she had done…

END NOTES: Don't worry—this is a Creddie story although it may not seem like it at the moment—I promise! I just feel like this story needs a bit of angst and tension to get off to a good start and to help develop the plot as the story progresses. I hope the Prologue doesn't discourage anyone from reading further...

*listens for crickets chirping*

Also—I would like to give a special thanks to The Burning Red Rose for her help. :)