A/N: I own nothing unfortunately. Just bear with me though....I have a plan....read and review :)

"And I'm on my way to believing." - Only Exception, Paramore.

Samantha Puckett is all about the mixed signals and mysterious smiles. Freddie knows this; he knows her and in a completely contradictory way, he thinks, he does not know her at all. It's an unsettling feeling, one he is not comfortable with but is getting used to.

Watching her – that's another thing he's getting used to. Maybe it started when he first met her, maybe it started when he felt the need to watch out for the next punch, or maybe it started with their first kiss. Or their second. Or third. All he knows is that now, he's getting very used to watching her. She knows it too. She loves to catch him in the act, often smiles, sometimes scowls, but very rarely does she not later force him into a quiet corner and kiss him until he thinks he'll never breathe again.

She's such a woman now, he thinks. One day he just turned and saw it. It was three days after her 17th birthday, it wasn't a particularly special day, nor was she doing anything different. He rounded the corner and saw her stretched up to her locker, struggling to squeeze he oversized backpack inside. And he caught a glimpse of skin. A creamy expanse, lying exposed where her top had ridden up and her trousers had slung low revealing the band of her girl boxers. It wasn't that he hadn't noticed Sam before, or how pretty she was – he was a healthy teenage boy after all. But never before had he felt compelled to the feeling. He had never before wanted to so badly reach out and touch her. And he knew if he did he'd lose his hand, and perhaps his balls. So he pushed the feeling down, right to the pit of his stomach that now growled an empty feeling which he simply could not put down to missing lunch.

He didn't actually work up the nerve to touch her until three months later when he caught her out on the fire escape at 3am, sipping a peppy cola (which he now highly suspects was mixed with perhaps a tad bit of vodka). They talked – gentle banter, a few good natured insults and then she stood to leave, tripping on her own feet. She fell right into the hard of his chest, bracing one hand on his shoulder to steady herself. And then she looked up. Freddie to this day cannot explain the look on her face. It was wide eyed, uncomprehending and sultry all at the same time. Innocence tainted with lust.

She leaned in and whispered that another one of her Uncles had tried to touch her. He clarified "try" or "did", to which he got a simple shrug. She told him that she wanted someone who still thought she was innocent to touch her.

He thought she was innocent.

She pressed her lips urgently to his, fighting with her tongue for access. Somewhere in his head was telling him to stop, that it was Samantha Puckett and this was a very bad idea. But he couldn't resist the feeling of her tongue gently darting over his lips, coaxing them open, and then once inside struggling for dominance against his own lapping tongue. He remembers pushing, shoving and eventually forcing her against the stone cold wall. He remembers consciously, albeit reluctantly keeping his hands clamped around her neck, his thumb caressing a particularly sensitive part at her collarbone. He remembers the noise she made; this little whimper came from the back of her throat as she bit down on his lower lip. When they pulled away he can still see her large, blinking eyes, meeting his in a clouded gaze. He also remembers the punch to his gut and her smell as she escaped in the window and out of the building.

But anyway, that's how he got here, watching Samantha Puckett all the fucking time. It drives him mad. He's never in control, she decides where and when. Much like the other aspects of their friendships he supposes. She catches him, and does that flirty little smile and eye thing she does oh so well.

Game on.

She makes an excuse to Carly, something about needing the toilet, watching him all the while. His gaze follows the path she makes downstairs, and he too mumbles something of an excuse to Carly, Gibby and Spencer. Blindly, he follows, searching her out and instinctively going to the kitchen. She stands against the counter, leaning back, hair tossed. He lets his eyes trace up her slim legs that disappear under a short denim skirt. Another thing that's new on top of his new found voyeurism. Sam's turned into quite the seductress.

"You following me dork?" she says, her voice barely a whisper. He licks his lips in such a way it makes her visibly shiver. He advances, catching her in a hard kiss, pushing her back into the counter. She puts an equal amount of force in, clumsily kissing his lips and jaw line before his head disappears into the crook of her neck. It elicits the softest of gasps and her hands tangle in his hair, keeping him there. He feels her hands drop, suddenly caressing his torso, heading lower until she ever so lightly traces the tip of her finger along the waistband of his trousers. Alarmed, he screws one eye open. This was certainly new territory. In fairness to two randy 17 year olds, they had kept it PG until that point. He was now thinking, in the most terrified and elated fashion that he may have to bump up that rating. She feels the sudden change in his kisses and she too opens her eyes, smirking against his lips.

"Ok Benson?" she lets out.

"Um...er...yeah."

Way to be cool, man, way to be cool. The image of Miss Briggs in health aid class putting a condom on a banana flashes in his mind, and he suddenly panics realising he didn't pay the slightest bit of attention in sex ed.

"Sure?" she whispers.

"Guys!" Spencer's voice cuts through the kitchen and Sam pushes him away like a woman burnt.

"Yeah Spence?" she asks, smoothing down her blonde hair.

"We're ready for the experiment," he tells them, bouncing excitedly on the balls of his feet. "Come on!" With that he prances off, up the stairs. Sam throws one more glance at Freddie, cocking her head a little to the side, before sighing gently and following Spencer with a little jog.

He watches her go. Fredward Benson really hates watching her.