Disclaimer: iCarly was created by Dan Schneider and is owned by Nickelodeon. This story was written for fun and the author makes no claims of ownership of the characters or the setting, only the story itself.

Warning: Rated M for strong language and graphic depictions of sexual acts.

Author's Note: If you're one of my readers from With Benefits, you're probably wondering what this is because it's certainly not another chapter of WB and that's probably what you're really wanting to see. The story behind why there haven't been updates to WB for so long is a long one; the short version is that I've been struggling with the pacing of the next part of the story and with some conflicts between the story's framework and the scenes I want to show, and, quite plainly, that I lost interest for a bit. Never fear, though, WB is going to be finished... someday.

In the meantime, though, I'll be posting up some shorts I wrote for the tweendom_anon meme over at LJ.

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Night at the Shay loft.

The floor of Spencer's bedroom is littered with discarded articles of clothing: orange flats, white trainers, socks; an orange polo, a pink tunic, a blue button-down shirt; jeans, a skirt; a cornflower blue bra, a pair of blue boxers with an all-over print of Snuggly Bear, panties to match the bra.

The castoff clothes form a trail from the door leading to the bed, which is itself messier than the floor. The comforter has been pulled up and is dangling off one side onto the floor, while the straight sheet has been pulled up from under the corners of the mattress and thrown aside along with the comforter.

On the bed, Freddie and Wendy lay sprawled on top of each other.

Wendy's eyes are snapped shut, one hand thrown out to her side grabbing fistfuls of Spencer's tangled sheets, the other gripping the hair on the back of Freddie's head. Freddie is positioned between Wendy's spread legs, his arms on either side of her body supporting his own as he hovers above her. His back glistens with sweat and his toes are curled in pleasure.

His hips move and she bites her lip and moans deeply.

"Fuck, Freddie," she gasps as he bites the skin of her neck. Another moan. "Oh... Fuck me harder."

Freddie works his way up her neck and kisses her jawbone before raising himself up onto his knees. He pulls out of her for a moment and lifts her legs up so they're lying across his thighs. He positions himself at Wendy's entrance before thrusting the full length of his cock into her.

"Ah!" Wendy cries out as she feels him fill her again. When he is fully inside, Freddie bends down to hungrily kiss her lips before raising himself back up to kneeling. He lifts both her legs up and uses them to brace himself as he begins to furiously pump in and out of her folds. She cries out again as she feels the head of his dick hit her spot with each thrust.

A guttural grunt, followed by a throaty groan escapes his mouth, "Shit... ungh..." He stops momentarily, panting, and Wendy reaches out to pull him down to her. She kisses him forcefully, tongues and teeth and lips colliding in the heat of passion.

Wendy wraps her legs around his waist and pulls him into her. He smiles against her lips and begins thrusting again. They moan in unison as he does.

Wendy can feel the heat rising within her as her climax nears. Freddie is thrusting more quickly, more frantically, and she can tell he's getting close too. His forehead is on her cheek and she can feel his breath, hot and heavy, against her neck.

"Ungh..." he moans. "So... good..."

"Yes yes yes," Wendy pants, her voice rising, "oh God, more.."

Freddie moans again, deep and low in his throat. He bites the skin of her neck, just hard enough to leave a mark. "God..." thrust "fuck..." thrust "Carly..."

It feels as though all the heat has suddenly been sucked from Wendy's body. It takes her a moment to process what she just heard. Freddie is still thrusting into her; she reaches a hand to Freddie's shoulder and stops him. He looks up at her, a puzzled look on his face.

"What's wrong?" he asks, short of breath.

"What did you just call me?" she asks back. Her eyebrows are knitted and her voice is severe.

"Huh?" Freddie says, still trying to catch his breath. Confusion pervades his voice. "Why?"

"Because I'm pretty sure I just heard you call me 'Carly.' "

"What?" Freddie says, confused. His eyebrows cross and one raises up slightly. "No way, Wendy. Why would I do that?" He leans forward to kiss her lips, but she pulls her head back and stops him with a finger on his mouth. She pushes him back and they separate.

"Maybe I should go," she says, getting off the bed.

Freddie is flabbergasted. "No, Wendy," he says, crawling forward on the bed after her, "don't go."

But Wendy has already collected her clothes off the floor of the room and put her underwear back on. She slides into her skit and top and is out the door before he has the chance to even get to his feet. The door slams and Freddie falls back onto his heels, hands at his sides.

It takes a few minutes for Freddie to pull himself back together enough to stand up and get off Spencer's bed. He begins making his way around the room, picking up his discarded clothes and gathering them into a pile. He has his back turned when he hears the door open.

"Wendy?" he says, his voice hopeful. But when he turns around, the face he sees is not Wendy's, and the brief lift he felt in his chest instantly drops.

"Nope, just me," Carly says.

It takes Freddie a moment to remember that he's still entirely naked and that that's the reason Carly is smirking and eying his waist. He blushes furiously and hides himself with his boxers. "Ahh, uhm, sorry," he says, averting his eyes from her gaze. "Wendy and I were just... uh..." He can't think of a way to phrase 'fucking in your brother's bed' delicately.

"I know," Carly says knowingly. "I could hear you two all the way up in my room."

Freddie blushes again. "Yeah..." A nervous laugh. "Sorry about that."

Carly has been walking towards him this whole time and Freddie is feeling increasingly uncomfortable. He takes a step backwards, only to run into the edge of the bed, forcing him to stay put.

"I also heard why she left," Carly says, still smirking, continuing to walk forward.

"Uh, wha-what?" Freddie stammers, feeling himself quickly becoming hard again as she approaches. Carly stops less than a foot away from him and his heart is pounding in his chest.

Carly reaches an arm forward and slides her hand onto his shoulder. Freddie immediately recoils, falling back onto the bed and his pile of clothes. He has to throw his hands out behind him to catch himself, revealing his erection. Carly looks down, and Freddie immediately pulls the boxers back over his crotch, trying to push his hard-on down between his legs.

"Why did you call her 'Carly'?" Carly questions. Her tone is innocent, but her face is pulled into a wry grin.

"I-- I, uh..." Freddie stutters. He is feeling lightheaded and Carly's gaze has him transfixed and he is unable to look away.

Carly steps forward so she is straddling his knees. She looks down on him, lowers her voice, and asks, almost playfully, "Were you thinking about me, Freddie?"

"I, uh... I-- I..." He swallows hard.

Carly leans forward, putting her hands on Freddie's shoulders and sliding them around to his neck. She brings her mouth right up to his ear, and he shivers as he feels her breathe. "Do you want me, Freddie?" she asks.

Freddie can barely muster enough energy to mumble, "Uh..."

Carly repeats her question. "Do you want me?"

"Y-yes," Freddie says back, weakly nodding his head.

Carly smiles. "Good," she says, bringing her head back around to look him in the eye. "'Cause I want you too."

She kisses him forcefully, pulling him into her with her hands on the back of his neck, before breaking off just as roughly. She pushes him onto his back on the bed and straightens up so she is now towering over him.

"I want you," she says, a tinge of lust coloring her words, "all to myself." She quickly sheds her shirt and pants, revealing her red bra and panties, before leaping on top of him.

She kisses him and the heat of her lips threatens to make Freddie pass out. She runs a hand down his chest to touch his own, which is still holding his boxers over himself. She grasps the wrist and moves the hand away and quickly brings her hand back to wrap around the center of his hardened member.

Freddie gasps as he feels Carly begin to jerk him off. Carly chuckles lightly, feeling Freddie shiver under touch.

"You like that?" Carly says softly.

Freddie nods his head and mumbles. Carly smiles.

Letting go of him, she rights herself and begins moving them more onto the bed. She kisses him again, laying him down on Spencer's pillows. She kisses his jaw and his neck, biting the flesh very lightly; she kisses his collarbone, and down his chest, stopping to lick and bite his nipple; she kisses down his stomach, inching ever so slowly to his crotch. Freddie cranes his neck forward just in time to see Carly take of hold of the base of his cock and experimentally plant her lips on the glistening tip.

His breath hitches and he throws his head back. He brings his head back up just in time to watch Carly slide the tip and the first few inches into her mouth, forcing him to throw his head back again and moan deeply.

Carly sucks him expertly, swirling her tongue around the tip. Freddie moves his hand to the back of her head, guiding her pace and slowly pushing her down. She takes him fully into her throat without the slightest complaint.

"Oh, God..." Freddie breathes as Carly works him. Her mouth is so warm and so wet and her tongue is so soft and agile, Freddie feels like he might lose it right there. He bucks his hips weakly as his fingers fist her hair.

"Carly, I'm gonna..." he groans. Carly gives him one last, hard suck, hollowing out her cheeks before pulling off. Freddie, breathing heavily, props himself up on his elbows to look at Carly. There is a mischievous grin on her face and a strange glint in her eye as she kneels in front of him.

Freddie eyes her suspiciously and sits up. "Carly, since when did you--" he begins. But his words fail him as Carly pushes back her hair and reaches behind her back to unclasp her bra. The red fabric glides smoothly off her shoulders revealing her breasts, the pink nipples standing taut and erect. She shimmies forward and pulls him into her, pressing their lips together. Freddie can feel the heat radiating from her body and the pounding of her heart against his chest.

Freddie moves his hand to cup on her breasts, eliciting a moan in response. He slowly massages it, squeezing it gently and teasing the pink nub with his fingers. Carly moves his other hand to her waist and slides his fingers underneath her panties. Freddie finds her crotch already wet and begins massaging her there too.

Carly soon slides her panties off as well, giving Freddie full access to her body. He continues to rub her, experimentally sliding one finger into her. Carly moans and thrusts her hips against his hand, so Freddie continues to slide it all the way in. He moves the finger in and out of her a few times before adding another.

Freddie moves to kiss her neck and shoulder as he positions his thumb over Carly's clit. She calls out as he begins to work the small mound of nerves, continuing to pump his fingers in and out of her.

"Ohh Freddie..." she moans. "Faster, faster..." Freddie obliges and increases his pace. Carly's whole body begins to shake as Freddie works her, until finally she lets out a deep moan and collapses against him.

"Fuck, Freddie," she says, breathlessly into his ear. "I want your cock inside me."

Hearing the words come out of Carly's mouth is perhaps more shocking than anything else that had happened that night to Freddie. But he doesn't have time to think about it as Carly grabs him by the shoulders and flips them around. She is now lying under him, in much the same position that Wendy had been not too long ago.

"Carly... are you..." Freddie says, pausing and momentarily regaining himself.

Carly nods forcefully. "Yes," she says. "I want you, Freddie. I want you right now."

Freddie swallows hard before sliding forward between her spread legs. He positions himself at her entrance and slowly pushes in. Carly groans as she feels Freddie slowly fill her, and Freddie groans as Carly's heat envelops him. When he is fully inside, Freddie leans over her and kisses her passionately.

Freddie starts slowly at first. Carly can tell he is trying to hold back, trying to savor this moment.

"Let it go, Freddie," Carly whispers into his ear. "Don't hold back. I know you want me too."

Her words are like fuel to his fire. Freddie immediately picks up the pace, thrusting faster, harder and deeper.

"God you're so good," he says. His low grunts and guttural groans are accented Carly's high moans and sighs.

As Freddie begins to feel himself approaching his climax, Carly stops him. She flips them over so he is now the one on his back and she is above him, straddling his legs. She flings her hair over her shoulders and runs her hands across across his chest, flushed red from the exertion and arousal.

"You close?" she asks him.

"Unh," Freddie grunts, nodding.

Carly only smiles in answer. She lifts herself up and positions him again at her entrance. They moan in unison as she lowers herself down on him. She takes the tip inside first, before stopping momentarily, and then roughly pushing the rest in and beginning to rock against him.

Freddie groans, feeling himself build quickly as Carly rides him. He grabs her hips, using them as leverage to thrust into her, matching her rhythm. Carly moans as he does.

"Ohh... Fuck, Carly..." Freddie moans.

"Mmm, yeah... yeah..." Carly responds.

Freddie's thrusts become faster as he inches towards the edge. He can feel Carly's movements become more frantic too as she begins to clench around him.

"Carly, I'm gonna-- oh man, I'm coming... oh God!" Freddie says, giving one last, deep thrust.

"Mmm, me too!" Carly says.

Freddie feels Carly tighten around him as his climax washes over him. They both moan loudly again, continuing to move together as they ride out their orgasms.

After a moment, Carly slowly slides off him and falls down the bed beside him. He reaches an arm behind her neck and around her shoulder, leaning his head against hers. Their chests heave in unison as they catch their breath.

"So," Carly says, after a long moment. "Was it everything you imagined?"

Freddie smiles and lets out a deep breath. "And more," he says. "And more."