You nearly break your face climbing through her window from the fire escape and you remember this being a lot easier but then again you're not usually drunk when you scale the side of the Bushwell Plaza and break into Carly's room at 2 in the morning either.

You sort of tumble through the window, sneakers first and with so much noise that you wince and frown at the way the entire room sort of tilts.

You see a Carly shaped lump shift and move and then she's lifting her head, an incredible case of bed head obscuring her face and she's squinting at you while you sort of kneel on the floor.

She's confused, obviously because you're breaking into her room in the middle of the night and she's taking a deep breath and screaming. Loud…

"Shhh! Shhh!" You hiss, launching yourself across the room and slapping your hand across her lips with so much force that you feel her teeth against your palm. "Shhh, its me."

Then you feel her teeth sinking deeper into your hand as she bites you and you jerk your hand away with a yelp. "Ouch!"

"Sam, what're you doing here? You scared the daylights out of me." She starts, sitting up and then she's looking at you carefully, eyebrows furrowed in the darkness. "And why do you smell like a distillery?"

"How do you know what a distillery smells like?" You question with a grin that's tipping a little too much and Carly sniffs a little.

"You're drunk." She concludes and you try to look offended, at least a little, but it turns into intoxicated giggling and she sighs and pushes her hair out of her face.

"You're drunk." You accuse back with a grin.

"Sam," she starts with a smile that's all reluctance. "You went to Rodney's party."

"Yep." You nod as she sort of hauls you into her bed and you collapse into warm, rumpled blankets while she yanks off your shoes. "I did and it was awesome. Would've been more awesome if you would've come with me." You laugh, trying not to slur your words but no matter how hard you try they seem to run together.

"Well, some of us have important tests in the morning." she grunts, yanking off your sneakers and flinging them into the darkness.

"Me?" You ask as she pulls off your other shoe and she rolls her eyes.

"No, me." She sighs, dropping down beside you and before you know it your tucked into bed with Carly. "Now, go to sleep."

You can't sleep, because when you close your eyes the room dances and Carly's right beside you and you're here for a reason, a sex reason and you're not sure how you're going to convince her that middle of the night, slightly drunken sex is a good idea despite her exam in the morning but your pretty drunk and thus up for the challenge.

"I can't sleep." you whine rolling around on the mattress so you're on top of Carly and she shifts to accommodate your weight, reaching up to push your hair out of your face.

"Sure you can, just close your eyes like this." She whispers around a smile before demonstrating, adding in some fake snoring and you take the opportunity to lean down and drag your mouth over hers and she leans back a little, movement hampered by the pillow under her head.

You watch her lick her lips thoughtfully, probably tasting the alcoholic drink that stained your lips and teeth bright red.

"Sam, no." She finally says like she's making a decision even though you haven't even asked anything but her words are more air than voice and you know that means that you can probably change her mind. "You're drunk."

"C'mon, Carls, I'm not that drunk." You whisper and she strokes your hair.

"Sam, I'm not gonna take advantage of you."

"What if I want you to?" You ask playfully. "And besides, look..." you trail off touching your fingers to your nose. "I'm good."

"Sam, no."

"Carls, c'mon." You whisper, leaning down to kiss her full on this time, curling your tongue into her mouth while you nudge your way between her legs. "Please?" you plead, sliding your mouth down over the pale, pale skin over her throat before biting and sucking.

Her hips buck up once like she can't control it and she hisses out a breath that might be your name before swallowing. "Spencer's right down stairs." She whispers but her hands are gripping at the waist of your jeans.

"I'll be quiet." You whisper softly, pressing a smile into her neck and you feel her swallow, hard.

"Yeah?" She rasps, swallowing again and you lick a line up to her ear, nodding.

"Yeah, so quiet." you promise, scrapping your teeth over the shell of her ear and she groans, shoving her hands down the back of your jeans before catching your mouth with hers.

She pushes her way into your mouth and you slide your tongue against hers with a weak groan before pulling away and leaning back to catch the hem of the sort of ridiculously hot night gown she wears.

Carly lifts her hips, helping you, as you push it up over her legs, her butt. "Are you excited?" Carly whispers as you work the gown up her waist and you nod as her fingers twist in the edge of your tee shirt and pull and you have to abandon your work on her clothes so she can whip your shirt off.

And then suddenly you're sort of loosing the upper hand because Carly is twisting you underneath her slim form and yanking on the fly of you jeans until they give under her hands. She's kissing you again, deep and searching and you're absolutely throbbing with want and the way Carly is into this now.

She readjusts herself on top of you, trapping your thigh between both of hers and when she sort of rocks against you, you wonder if your legs weren't meant for anything else. If its her or the alcohol making the room spin.

Her mouth closes over your breast through your bra so you can feel teeth and heat even through your bright orange bra and you decide its definitely her as you arch and arch.

She grinds against you, hips rolling slow and smooth like you've never seen her do any other time except when you're like this, while she makes soft little sounds in the back of her throat and her fingertips burn their prints into your skin.

Her head drops then, her mouth near your ear as her breathing gets heavier and you really wish that you weren't wearing these stupid jeans, or any clothes really, because Carly's night gown is bunched around her hips and she's pressed against your thigh, wet and hot even through her panties and your denim and god, she's riding you and gasping with her hands curling into the sheets on either side of your head.

"Carls." you manage weakly as you grip her waist and she grinds you into the bed, not at all worried at the way the headboard is thudding against the wall.

"Fuck, Sam." she cries out softly and you wrestle one hand free to cup her breast, thumbing her nipple through the cotton while she moves harder and slower.

She kisses you suddenly, a fist clenching in your hair while her hips drag tight circles against your thigh and then she's shuddering in this hard, helpless, sort of endless way as she comes against you.

You stay like that for a moment, with Carly collapsed on top of you, sweaty and breathless, hips jerking sporadically and you kiss her softly, swallowing the soft, broken noises she's making

You're body feels tight and knotted and the alcohol is making you on the good side of dizzy as Carly finally moves, shifting to pull open the fly of your jeans and unceremoniously shove her hand inside of your underwear.

"God, you're so wet." She whispers like she's surprised and you would laugh if you weren't busy feeling her fingers against you and watching your vision grey at the corners but then she's pulling away and taking your pants and underwear with her and then she's shouldering her way between your legs and kissing your hip.

"Do you love me?" She asks thoughtfully, like she's wondering what day it is and not like she's sliding her fingertips through your wetness.

"Yeah," you rasp, tangling your fingers in her dark hair and she peers up at you with big, brown eyes. "So much." And you mean it.

She laughs a little and murmurs something you're drunken, horny brain can't decipher because Carly is kissing the inside of your thigh and making space and…fuck.

"Easy." Carly mutters as your hips buck just a little, her forearm pressing you down against the sheets and then you can't even think because there's wet heat and sharp teeth between your legs.

You cup the back of her head, feel her bob gently against you and the slide of her tongue against you makes your legs shake and your fingers curl.

You cry out, you must, because Carly lifts her head and shushes you a little before the burn of her mouth is back with the push and pressure of her fingers sliding inside of you.

You whisper her name over and over as she pushes you to that hot, scorching, tight place that's nearly painful and then your cracking an breaking and finishing against Carly's mouth with a gasp.

Either you pass out or die, you're not really sure but the next thing you notice is Carly lying down beside you, kissing you like she wants your attention and when she bites your lip she totally has it.

"Geeze," You breathe, pulling away and squeezing your eyes shut as Carly pulls the blankets around you and the entire rooms spins and spins.

"Are you okay?" She asks softly, scooting close and you nod, ignoring the buzzing in your ears.

"Yeah…" You swallow, looking at her and trying to blink away the haziness. "No…"

Carly laughs then, soft and comforting while she curls behind you in her bed, arms around your waist.

You're going to pass out as the alcohol and endorphins kick in and Carly's mouth settles on the back of your neck.

"I love you, Carly." you murmur and you feel her smile against your skin.

"I love you too."