A/N: It's been a while, but I gotta finish.

"I think it's time we had that talk now Freddie. Don't you?" God dammit. I took a couple of breaths before I had the nerve to stand up straight and face my accuser.

"Hey Carly," I said with false cheer, and a strained smile. "How are you?" Stupid question, Benson. I turned towards the cart that had the rest of my groceries and added the can of frosting I'd just taken off the low shelf. I was hoping that in the few seconds doing that gave me I might come up with a way out of the situation. I didn't.

"I'm doing very well, thank you for asking." Her light tone turned sharp as she continued. "Look at me when I speak, Freddie." Apparently, I was back in second grade.

"So, how's Spencer doing today?" I asked as I turned around, determined to play ignorant to Carly's impending interrogation.

"He's doing just fine Freddie," she said in a clipped voice. "Have you seen Sam today?" Not very subtle, I thought, but pretty passive aggressive. It was one of the reasons I liked Sam the way I did; she didn't do subtle, and was never passive. If she had a problem with anyone, they knew it. Of course, it didn't hurt that she was so full of spontaneity that a simple walk around the block was more fun than a full weekend at an amusement park, or that she was drop dead gorgeous.

"Sorry, no." I turned away to pick up some candy canes. "I'll see her later, when we all get together to make the gingerbread house." I noticed that Carly's cart was full with her supplies. "You go ahead and check out; I wouldn't want to keep you from decorating your apartment." I tried to get away as fast as I could, but Carly moved with me.

"Oh, I don't mind. I can do it later." I closed my eyes and begged for any and all higher powers to help me escape. There was no immediate response, but I kept on hoping for some kind of Christmas miracle.

"Alright, then. Suit yourself." I noticed a slight edge in my voice as I said it. It really was too early for me to get accosted and interrogated. I walked down the aisles until I found my favorite kind of marshmallows and threw a couple bags into my cart.

"This conversation is going to happen Freddie. You can ignore and evade me all you want, but I won't stop until you answer my questions." We kept walking, side by side, as I took a deep, calming breath.

"Okay. Sounds like a plan," I responded through gritted teeth and kept moving.

"No, damn it!" Carly stopped in the middle of the frozen foods isle, grabbed a fistful of my shirt, and forced me to face her. "You're going to answer my questions! After all the years we've been friends, I think I've earned the right to some honesty and respect!"

I had never before been so close to completely losing my temper. I placed my hands on her wrists and pushed her away. "Enough, Carly. I'm tired of this. You. Need. To. Stop." I glared at her as I said it, hoping that she might actually leave it alone. She didn't.

"No," Carly answered forcefully. "I'm not stopping until you're honest with me. What's going on between you and Sam? What are you doing behind my back?" She pulled her hands out of my grip, and just looked at me expectantly.

I took another calming breath, and tried once more. "Sam and I are not together. We are not doing anything behind your back. We're friends. That's it. Now, drop it."

Carly stared at me intently for a second before scowling. She scornfully retorted, "Jesus Fucking Christ! I'll buy that you're not going out. Yet. But you want to. And what do you call spending the day together without me? Because to me it sure sounds like going behind my back!"

I was about to blow up right then and there if one of the supermarket's employees hadn't interrupted. "Hello," said the acne-ridden teen. "Uh, d'you think you could take this outside? We're getting some complaints from our other shoppers. And," he continued sheepishly. "I'm sure you don't want to air your dirty laundry here." He was right. I didn't even want to be having the conversation, much less have dozens of people overhear it. I took a couple seconds to calm down and smiled stiffly at the guy.

"You're right," I told him contritely. "We're sorry for making a scene. Goodbye." With that I turned away and headed for the check out registers. Behind me I heard Carly say pretty much the same thing and hurry towards me. She caught up to me, but we didn't acknowledge each other; something I was extremely grateful for. We didn't say a word to each other as we paid for our things, and the stony silence continued as we left the supermarket and walked across the parking lot.

As we walked, I considered our outburst. It didn't make sense. Carly may have been prone to overreacting, but not public screaming matches. She preferred to keep things like this private. But then why did she start one in the middle of the store. There was something else going on. There had to be a reason for her to blow this out of proportion. I glanced over at her. "This isn't normal for you. You're not just doing this because you think me and Sam are lying to you. What's really going on, Carly?"

Her lips thinned, as she looked over at me. "I don't know what you mean, Freddie."

"Oh, don't give me that crap. You said it yourself; we've been friends for years. We know each other too well to really lie convincingly to one another. There's something else going on. What is it?"

"So you admit you were lying, earlier."

"Carly," I answered in exasperation. "Me and Sam went out for breakfast and a movie. We didn't tell you because we knew you were with your new guy. We weren't going behind your back, we just didn't want to take you away from your boyfriend." We'd reached my car. I popped my trunk and started loading by things into it.

"As if," she scoffed bitterly. "If you had texted me what you guys were doing…if you guys had just let me know, then maybe I'd believe that you two weren't going behind my back. But you didn't. You just left; you guys went out and had your fun and couldn't be bothered to let anyone else know." It took me a second before I could respond.

"It's not like we set out to do that Carly," I said. "I forgot my phone, and Sam had hers turned off. We didn't intentionally keep you out of the loop. Now, you said you wanted the truth. Will you listen to me as I tell you?" Carly leaned back onto the side of my car and nodded.

"Alright, well I dropped by the apartment after escaping another of my mom's rants. When I went inside, I saw that she was alone. We talked, and argued like normal. And then I invited Sam out for a late breakfast." I paused, deciding how much more I should divulge. "I did it to distract her. I found Sam, alone with her thoughts. Not good ones, either. She was moping about Jimmy, and her roommate. I couldn't just leave her there; I'm her friend and I tried to cheer her up. That was it." For the most part. "The only time you were brought up was when Sam was telling me that you'd spent the night with your boyfriend." Carly's shoulders seemed to wilt a bit then. "When we left, we didn't call, or leave a note because we, at least I, didn't think it was that big of an issue for me and Sam to go out on our own." As I finished talking, Carly's eyes started to moisten. She stood up and turned away from me. I went around to face her, wondering what had upset her.

"Carly? What's wrong?"

She brought a hand up to cover part of her face and shook her head. "Nothing." Her voice was quiet and sad, tinted with pain.

"Carly, we just went over this. You can't lie to me. What's going on?"

"I…I just…I just don't want you and Sam to abandon me!" As soon as she admitted it, tears started streaming down her face. She just cried silently, as if she was a little kid and couldn't find her way home. She wasn't going hysterical, but it was just as bad. I was taken aback. It made absolutely no sense for Carly to be afraid of Sam or me bailing on her; we might as well be family for all that we've dealt with together. And families stuck together.

"Geez, Carly," I told her as I enveloped her in my arms. "Haven't me and Sam earned some kind of credit? We've been your friends for years. After all the crap we've been through, do you think either of us would leave you now?" I rubbed her back, held her tight, and tried everything else I could think of to comfort her. After a while, she calmed down enough to talk. A couple of tears still leaked out of her eyes and down her cheeks.

"I'm…I'm sorry," she murmured before pulling away. "I didn't mean to get all hysterical on you, but I just…it all…" she heaved a frustrated sigh and began once more. "I love you guys. You've been my best friends forever, but I just feel like lately I've been getting edged out. It feels like you guys don't…don't want to be my friends anymore. Her head drooped, and her shoulders slumped. I didn't understand what was going on.

"Carly, what are you talking about? Me and Sam would never try and do that. I don't know where all of this is coming from, but it ain't right."

"But that's just it," she responded. "You guys don't even know you're doing it. You –"

"What? What are we doing, Carly?" I racked my brain, trying to guess if, when and how I had made Carly feel like that. Nothing I came up with made any sense.

"You guys promised you wouldn't keep secrets from me anymore, but then I find out you two kissed at the Winter Ball and that you two broke into a store and stole something. When we Skype, it's you, me and Sam and we have a lot of fun talking, except it's the only time I hear from you. Every once in a while Sam will mention something you told her in an e-mail or text or call. And then on the drive home, when Sam got dumped you comforted her. You held her, and whispered to her. But that's not all you did. You breathed in the scent of her hair. You held her gently, tenderly. And you look at her differently than before. It's…it's a lot like the way you used to look at me."

It took me a while before I was able to formulate anything to say. I took a deep breath, and blew it out. I'm sorry, Carly. I never wanted to make you feel the way you do. I…You're right. I'm into Sam; have been for a while." A couple of seconds passed while she digested that.

"Do you, you know, love her?" Carly finally asked, somewhat timid.

"In a friend sense, the way I love you, yeah," I responded after a beat of consideration. "All three of us have been through too damn much for me not to love you guys. But romantically? No. At least, not yet. I mean we've kissed twice over however many years? We haven't been together for me to find out. And I guess I've been afraid of what might happen if things go wrong between us."

"What do you mean?"

"You know me and Sam. We've never been stable friends. It's always been dynamic, crazy even. Sam isn't gentle like you, she's…vibrant, fiery. Anything that happened would irrevocably change us. We'd never be able to just be friends again, regardless of the outcome. I don't know what I would do if I lost her."

"And you've just been carrying this around?"

"For most of the time I tried ignoring it, but that didn't work. Not for a second. And then that idiot dumped her, and I saw how much it hurt her. I simply couldn't keep myself from comforting her. I still couldn't say anything though. I mean, to drop this on her when she was obviously incapable of dealing with it; it would have been wrong, just plain wrong. So yeah, I'm staying quiet, trying to distract her, help her forget the bastard.

"And when she's over him, I'll talk to her, see if she might give me a chance." Carly looked at me like I was an idiot.

"Of course she'd give you a chance, moron. It's barely been two weeks since they broke up and every day she looks better. She owes that to you. To the days out that are pretty much dates. Jesus, you don't know how intense you two look at each other, do you? Half the time I catch you at it I almost expect to see a piece of furniture burst into flames. Tell me, how many times have you two almost kissed since I caught you out in the hall?" I hesitated, wondering if I should say anything.

"There have been a few close calls," I eventually told her.

"Then there you go." She was almost back to her old self, and it confused me. Women were certifiably crazy, I swear.

"Carly, not ten minutes ago you were crying because you thought Sam and I might abandon you. Now you're all jazzed over me asking her out after I confirmed that we were keeping some things away from you. What's the deal?"

She smiled at me. "I was afraid Freddie. I didn't know what was going on or if I was imagining things. I let my fear consume me. Now, I know the score. Everything makes sense again. I'm not losing my best friends. I hope you two will get together and I want both of you to be happy." She hugged me tightly. When Carly pulled away she said "I'll see you back home," grabbed her cart and headed to her car.

A/N: Only one chapter left.