Chapter Name: Morning Glory

Rating: T

Thank you to reviewers: Creddie fan addict, CreddieShipper, Princess7Strawberry, KeyLimePie14, mery, Thanh-Doan, Freddie is a G, iPepsi, and Drag0nL0rd.

I tried to straddle the line between M and T rating, I didn't want to go into full M, so you might need to use your imagination. Please R&R.

Flashbacks in Italics.

Carly peeked her head out, just in case anyone was up here, like Spencer looking through some of the rooms that he used for material storage, before grabbing Freddie by the wrist and pulling him over into her room, locking the door shut behind them.

Birds were chirping, a soft yellow light was filtering in through the window, casting a golden glow over Freddie and Carly, still sleeping. A light breeze wafted in, bringing with it the smell of a new day. Freddie's eyes cracked open, wearily adjusting to the light streaming in through the curtain. He looked over to the clock radio sitting on the table next to him, and saw that it was barely past 6am. Spencer wouldn't be up for hours probably.

He took a moment to readjust to his surroundings, and then another few moments to remember exactly how he came to be there. A wide smile, ear to ear, came over the boy. He looked back over the room, recognizing bits and pieces strewn around, thinking back to how they arrived in those places.

Carly's bra, which was hooked over a railing on her make up desk.

Freddie struggled with it, he'd never, ever, ever done this before, for real at least. The closest he came was one day at build-a-bra after Sam forced him to sit with them. Even then, without any pressure, he couldn't do it. Now, face flushed, cheeks burning, hands craving contact, Carly melting in his arms as they lay on her bed, he was no chance.

This was an area that Spencer would've had some expertise in, or at least he could've looked up on the Internet. He could take apart, clean and reassemble a computer in a couple of hours, but this flimsy garment was keeping him out. He felt like Sisyphus, trying, failing, starting again, trying, failing once more.

Carly, somehow, liked it. It made her feel far less panic over their respective experience. She took her hands off his face, broke their lip to lip contact, and reached behind her, quickly snapping the 'lock' undone. Freddie grabbed it, helped her out of it, and promptly chucked the cursed thing high in the air behind him. He lowered his head, and flicked his tongue over one nipple, with the fingers and thumb on his free hand teasing the other.

"Freddie that feels so good." Freddie smiled and continued.

His dark blue shirt, his black jacket, on the floor near the door.

Carly slammed Freddie into the door, her hands running through his hair, as she pushed her lips up against his, Freddie's head thumped into the door behind. He suppressed a groan and grabbed her around the waist, wanting to reach as much skin as possible.

Freddie lifted Carly into the air effortlessly, and switched positions, pushing her up against the wall. Kissing her mouth, cheek, neck, and starting to go lower, on her shoulders, he looked up at her with fire in his eyes. Carly was impressed at his strength and desire, and she pulled the jacket off him, where it hit the floor with a thud.

"How about we get that shirt off?"

"Well, if you insist." Freddie was trying to act nonchalant, but when Carly ran her hands over his chest, she could feel his heart racing through the light silk. Carly started opening the buttons on his shirt. After she popped each open Carly planted a kiss on the spot underneath. When they were done, he left the shirt alongside it's friend the jacket. Carly looked him over, and pushed her hands down his chest again.

Then she did something he'd never expected, as Carly leaned over and started licking his chest and nipples. That had come as a major shock, he'd never really considered that an erogenous zone, at least on a guy. He moaned, and Carly giggled at him.

Freddie loved that giggle, and the way her eyes lit up when she laughed. He smiled again, and turned to look on the other side of the room. Carly's skirt sitting on a chair.

It was almost inevitable. Freddie and Carly were both naked from the waist up, and they were kissing, touching, feeling each other. It was just natural, Freddie didn't even realize that he was doing it, but his hand crept down her stomach, until it was at the hem of Carly's skirt.

At that moment, signals from his hand to his brain finally caught up, and he pulled his hand away like it was on fire. That was nothing like kissing. It wasn't even like what he'd been doing since he'd pulled her bra off. It was the most private of areas, and so personal, Freddie couldn't help but shy away.

Carly felt him caress the skin around her waist, then suddenly jerk his hand away.

"Freddie, it's okay. I... want you to."

Normally Freddie would've asked to be sure, but well, Carly invited him up, and Carly just told him it was okay, so he proceeded. He reached under the skirt, and was drawn down to the spot. If the bra had posed a problem, it was something like 2+2 = x, and knowing what to do, where to touch, was like algebra, and Freddie didn't have a calculator.

Freddie moved his fingers around, touching, feeling, learning. When Carly started making little panting noises, gasps, cries, and even called his name out a few times, he became bolder, faster, more confident. Freddie watched Carly's every move, her head tilting, shaking from side to side, he began to zero in on exactly how and where to touch to make Carly quiver.

When Carly reached down and grabbed his wrist, Freddie thought he'd done something wrong, or hurt her, and a frown appeared on his face. "Are you alright Carly?"

Carly saw his expression, and quickly reassured him. "Freddie, it's great.. I just ah.." Carly couldn't say it out loud, so she leaned into his ear and whispered it to him.

Freddie looked back at her shy, timid face blushing like crazy. "Really?"

"Yeah. I'm kinda curious about what it feels like." Carly leaned back again, allowing Freddie to remove the skirt. He went back up to her mouth, and kissed her lips, her neck, her breasts, her stomach and belly button, and along down to her black panties. Freddie paused, because Carly was practically naked before him, and if he did what she asked, she would be. Carly watched his eyes fall level with his, and nodded slightly, giving him permission to continue.

For Freddie, it was actually easier than just using his hands. Freddie could actually see what he was doing, he'd asked Carly to tell him if he did something she liked, or disliked, and he concentrated on pleasuring her, making her feel good, and he succeeded.

Freddie looked around the room for his jeans, but couldn't find them. Then he noticed them on the floor, through a reflection in the mirror.

Carly and Freddie lay together, Carly panting, slowly getting her breath back, and Freddie just glad he'd done well. A few minutes passed, Carly wondering if Freddie would ask, or if she'd have to push him.

Carly turned to him, with lust in her eyes. "You know Freddie, I don't think it's fair that you've seen me naked, but you still have your pants on. Take them off."

Freddie tugged them down, and kicked them off the end of the bed.

"Love heart boxers?" Carly laughed.

"Come on, it's for good luck."

"Cute. Really."

"You're cuter."

Carly rolled her eyes. "Oh Freddie." Freddie was amazed. In the position they were in, after what they had done, Carly was still perfectly capable of brushing off his compliments as if they meant nothing. He sighed involuntarily.


"Don't worry." Whatever the problem was, it wasn't going to be revealed here, so Carly decided to change tack, and get back to having fun.

"I think I know what the problem is. You're pretty much bursting.. how about I take care of that for you?" Carly's hand tickled him, down his chest, towards the top of his boxers.

"You don't have to, you know, just because I did it for you. You don't have to do anything you don't want to."

"Freddie, it's okay to want something, I had my fun, now it's your turn. Just lie back and enjoy." Freddie did as he was told. Carly scooted down his chest, and gingerly pushed her hand inside his underwear. Freddie thought this couldn't get any better. It felt amazing.

But it did get better a few minutes later. "Let's see if you enjoy this." Carly said with a gleam in her eyes and a sly grin on her face. Internally, Carly was somewhat apprehensive, scared even, but she pushed the feelings of weirdness at what she was about to do, and just went for it, as Freddie had done to her.

The boxer shorts were pulled down and Freddie's eyes rolled into the back of his head a moment later when Carly made contact with him, "Oh fuck Carly!" Carly smirked, looks like Freddie was a bit of a dirty talker. He almost never swore even with his regular male friends, and Carly had only heard him swear about half a dozen times over the entire course of their friendship.

"Looks like you do." Carly giggled again.

'I didn't last very long.' Freddie thought to himself. But really, he was still young, still learning to understand his body, and well, it was Carly doing it to him. It was further than he'd even thought about in his fantasies. But that wasn't surprising, his fantasies mainly revolved around Carly declaring his love for him, or defending her honor at school, and at most, he'd only got to first base in them. In reality, he'd smashed first, rounded second and ended up at third in one night.

Now he looked down at Carly. She had rolled on her side in the night. Freddie reached over and stroked her hair lightly. "Is that all I am to you Carly? Number 753?" Freddie sighed.

"What if Austin wasn't such a fool? Would he be here instead of me? I am just a backup?"

"Did we only do this because you thought I'd have got what I wanted and I'd let go?"

"Are we even going to tell Sam and Spencer? I don't want to keep anymore secrets." Freddie continued to stroke her hair, wondering what their reactions would be. Would Spencer freak and flip out, would Sam immediately start beating him up? God, how would his mother react?

"We can tell Sam when we see her at school. We don't have to say anything to anyone else, not if we don't want to."

Freddie pulled his hand away in shock, like he'd been caught doing something wrong.

"Carly... you're awake? How much did you hear?" Freddie looked down in shame.

"I heard enough Freddie. No, Austin wouldn't be here." Carly then rolled over, on her other side, to look at Freddie.

"Then why me? We aren't girlfriend and boyfriend now right?" Freddie said softly, easing the question that had been running through his mind that morning into the conversation. Carly didn't answer, but the look in her eyes told him. No. They weren't.

"Oh. It's okay. I shouldn't have been stupid enough to think any other way." His voice got lower, "is this some kind of one-night thing? Am I the first guy you have done this with?" As soon as it left his mouth, he knew he'd said the wrong thing. "Car-"

"You think I'm a tramp?" Carly looked up at him, fixing him with a glare. Carly wasn't exactly angry, because it was only natural for Freddie to be curious. Carly wasn't even sure about how she felt about what they did either.

Freddie's face went red. "Carly, I don't think of you like that. Please believe me! It's just, I dunno, weird. I mean, you weren't even my date. It's just strange, I've never done this before, you know that, I'm just trying to figure out what it all means."

"Well, we did say no secrets, so yes, you are the first guy I've done anything like this with. The furthest I've been with a guy before was Griffin, and that was only making out." Freddie's eyes narrowed at hearing that name.

"I was good right?"

Carly paused, looking back and forward, as if she was deep in thought, teasing Freddie. She watched Freddie get anxious, and just before he went to say something else, she interrupted him. "Yes. You were quite sufficient."

"Sufficient?" Freddie huffed.

Carly just giggled again, and playfully hit him on the shoulder. "I'm just kidding, it was amazing."

Freddie blushed, "I just listened to what you wanted me to do."

"You do listen to me don't you." Carly sat back, reflecting on her thought.

"It's pretty obvious, but you were great as well."

"Why thank you. I was just hoping I wouldn't break it or something."

Freddie laughed, "I don't think you can break it.. can you? I'll look that up. But yeah, no-one's ever made me feel like that before. Carly, you, and what we did, that's special to me."

"Oh, Freddie." Carly spoke the same words, but she didn't roll her eyes this time.

Freddie picked up on this, and decide to chance his luck. "Carly, you don't have to answer this if you don't want, but can I ask you why we did this? I think I know you pretty well, and I know sometimes how you act when you like a guy, Carly, did you maybe feel something for me last night?"

Carly sat back again, thinking to herself. 'It does fit my pattern, I went from hating Griffin, and his obnoxious behavior, to making out with him in like 10 minutes. Is this the same? Instead of hate, I went from being best friends with Freddie, to kissing, touching, making out and everything we did last night.'

Carly reached over and took his hand. "I think I did Freddie. Even though you rejected every guy that went over to you, except for that guy who smelled like old people, I didn't mind, because you were still there with me, and at the end of the night, all you wanted that dance for was to make me happy."

Freddie smiled, and thought he could push his luck further, "Carly, hypothetically, if I say, asked you out sometime in the next week or two, would you say yes?"

Carly smirked, "well Freddie, I don't deal in hypotheticals, so I think you'll just need to ask me and see what I say."

"So that's a yes?"

"Maybe." Carly chuckled, happy at Freddie's eagerness.

"I don't know if I can wait a week."

"Just make sure you do it right. I'm not going to say yes if you ask me in the middle of lunch or when we're watching TV or something!" Carly instructed him.

"Yes Miss Shay." Freddie was already trying to figure out how and where, and had already decided he needed flowers, and a reservation at an high quality, romantic restaurant.

Freddie looked back over at the clock, and saw the time. "I should probably leave now, I need to get ready for school."

"You're going to walk me right?"

"Of course. What kind of gentleman would I be if I made you walk without an escort?" Freddie said, putting on an air of nobility. Freddie leaned over, and kissed Carly on the cheek.

"You can do better than that."

Freddie leaned back in, and gave Carly a kiss on the mouth, running his tongue over her lip, and lingering there. Carly pushed back, as Freddie's hands roamed across her body, again finding their way under the shirt Carly had put on before falling asleep.

Carly moaned, "Freddie, your hands, they feel so good, I want you to touch me again." Freddie responding by tickling her sides, making Carly explode with laughter. "No, please, Freddie oh god, Freddie please.."

Freddie stopped, and so did Carly, who stopped throwing herself around trying to get away from Freddie's tickling. He looked down at her, then threw the blankets over them both. Carly laughed, and would have shrieked out loud if Freddie hadn't covered her mouth with his, and swallowed the noise.

20 minutes later, Freddie was putting his socks and shoes back on. Carly was still lying in bed, contented but exhausted. "That was great Freddie."

"I know." Freddie looked back at Carly through the mirror, one eyebrow raised and a smirk on his face.

"Not just then, but everything. I never really thanked you for what you did last night, for making me feel better after what happened with Austin, I really appreciate it."

"It's okay, you thanked me enough last night anyway. And again this morning." Freddie chuckled.

Carly's face went redder than it was already. "Freddie!"

"Seriously, I like being with you Carly, no matter what we do." Freddie got up, and opened the door to leave. "By the way, who uses the word 'tramp' anymore?" He closed the door behind him, and heard a 'Hey!' come behind it. Freddie smiled.

Carly threw herself back, in the middle of the bed, closed her eyes and spread her arms wide. She felt the side of the bed Freddie had slept on, his warm body heat starting to dissipate, and was already longing for his touch. Carly moved over, and fell asleep again on 'his' side of the bed. The alarm wouldn't go off for another hour or so.

Freddie started walking down the stairs, the smile having since become one of complete and utter delight, he walked down the staircase quietly, not wanting to wake Spencer up. Then he froze. Sam was coming out of Spencer's bedroom. He thought about moving back up, then back down, but before he could do anything, Sam turned, and was looking him straight in the eye.

She was wearing the same clothes she had the night before to the dance. Sam saw him, and stalked right over to Freddie, who had finally walked down the last of the stairs. They both walked into the kitchen silently, not wanting to wake either Spencer or Carly.

"What are you doing here Benson?" Sam hissed at him.

"I er, just had to get some homework."

"Cut the crap Fredelilah, you're wearing the same clothes as last night."

"How do you know what clothes I was wearing last night?"

"I saw you and Carly dancing doof. I should go and check on her, she's probably sick from it. You still haven't answered my question."

"What? Oh. Um. I slept with Carly last night. Well, not quite 'slept with her' slept with her, but I was in the same bed. Austin was a jerk, Carly threw him out, I asked her to dance, she kissed me, and we came back here." Freddie thought they were going to tell her anyway, it might as well be now.

Sam started laughing. "I'm sure you did. Jeez, I don't even care, that excuse was dumber than the homework one. Carly wouldn't sleep with you in a million years."

Freddie just glared back at her, "What were you doing here anyway Puckett? Wait. Don't answer that. You were sleeping on the couch, then had to go the bathroom. So you went to the one in Spencer's room, because it was the closest. Yeah. Simple. You're okay right?"

Sam's eyebrow shot up. "Yeah. Something like that Freddork. Why wouldn't I be okay douchelord? I'm not prissy girl like you."

"You saw us dancing? Why didn't you say anything?"

"You guys looked so happy together, I didn't want to ruin your moment. I'm sure you would've cried about it in that pretty pink love diary you keep in the jewellery box. I got rejected by Gibby, so I came here and talked with Spencer about it."

"You got rejected again?" Freddie stifled a laugh, because the last thing he wanted was to get a punch in the face before school.

Sam punched him in the gut and he doubled over. "He already had a date or something. The girl said his mom was there, but I don't believe her, whipped cream and strawberries? I'll get Gibby eventually, no-one rejects Sam Puckett and gets away with it! I'll make him beg for me."

"Sam Puckett, always the romantic." Freddie said, getting upright again. Hmm, whipped cream and strawberries might be an interesting desert choice, he thought to himself. Or strawberries and melted chocolate.

"Whatevs, I'm going home to change, then get some food before school. If you know what's good for you, you'll have some bacon ready for me by the time I get there, probably around 10. I hate math and I ain't goin'." Sam pushed Freddie over, and stomped off. Freddie got up, and followed her out.

Freddie opened the door to his apartment, and walked in, Ms Benson was already busy as a bee, preparing Freddie's breakfast and lunch, and getting ready for work.

"Fredward, how was your little sleepover? I just saw Samantha leave."

"Yeah, it was fun." That was understatement of the year, Freddie thought.

"I'm going to run a tick bath before you get ready for school."

"Can't I just have a regular shower?" Freddie whined as he sat down in front of a plate of bacon and eggs, making sure to save the bacon for Sam.

"Fine. Never mind what your mother says, she's only keeping me insect free. You better have one after you get home today."

"I will." Freddie droned back.

"So, tell me all about your little date. Are you going out with that wizard girl again? You never called me to pick you up." Ms Benson swept up a collection of items from the kitchen table and put them in her work bag.

"I don't think so mom, and she arranged her own transport home." Freddie said between bites of his breakfast.

Ms Benson walked over and gave her son a hug. "Don't worry Fredward, I'm sure a girl will find you attractive eventually." Freddie let the comment slide.

"How is dear Carly, did her date go better?"

"Well, not really. He was a jerk. She ended up screaming at him and telling him to go away."

"That's not good. Why can't she just find a nice boy, who will treat her right, like you do. Is that why you stayed over with her? So you could make her feel better?"

"Something like that. Carly's feeling much better this morning." Freddie smirked. Ms Benson just kept rushing around the apartment, oblivious to the sudden change in the relationship between her son and the girl next door.

"Very well, you're a good friend to her Fredward. I'm going to work now, behave for the teachers, be nice to Samantha, and make sure you have that tick bath when you get home." She came over to Freddie, and kissed him on the forehead. "Be good. I'll see you later tonight. I love you."

"Bye mom. Love you too." Freddie said, and he finished his eggs, put the bacon in a bag, and started getting ready for school. The birds were singing, the sun was shining, there was nary a cloud in the bright blue sky, nothing in the world could bring Freddie Benson down, no, not on this day of days, and Freddie prepared to meet it head on with a smile on his face.


AN: That turned out a bit longer than I thought it would, and took a little longer, I thought about splitting it again, but decided to just put the whole thing up now, make up for the longer time.

I tried to straddle the line between M and T rating, I didn't want to go into full M, so you might need to use your imagination. Please R&R. Thanks for reading.

Unused chapter names for this story:

Bust a Move.

Good Lovin'

Cherry Pie

Sex Bomb

When I Get You Alone

The Touch (You got the POWER!!!!!!!!!!!)

Sexual Healing

Good Vibrations

Pump It