Title: I'm Making Eyes at You

Rating: M

Summary: ...you can't just be with him when you know the difference between the way your heart skips with him and stops when you're with Carly.

Disclaimer: I do not own.

A/N: Thanks to all the people favoriting my work! Also, don't be afraid to leave a comment!

"What is that?"

You bite down on the thin yellow straw absently, squeezing the juice pouch it's jutting from just a little as your eyes flit over the huge white board taking up a good portion of Carly's bedroom wall and strawberry-kiwi flavored juice trickles into your mouth.

"What is what?" Carly asks absently, nose tucked into a book and all arms and legs and length stretched out on her narrow bed. She doesn't even look up as you meander into her bedroom, socked feet dragging against the pale green carpet.

"That." You gesture towards the board again while swallowing a mouthful of juice and Carly finally looks up, blinking from you to the white board you're pointing at before a smile splits her pink lips.

"That," she starts, bouncing off of her bed and you reach out as she bounds past you, smirking when she yelps. The electricity you've been gathering thanks to a brand new pair of socks on your feet and her fluffy carpet, transferring into her body. "Is my flow chart." She finishes, rubbing her arm and glaring at you little.

You collapse into the warm space she's just vacated while you suck in another mouthful of artificially flavored juice and frown, taking in the thick lines, perfect arrows and words that are all scrawled in girly, curly handwriting and multiple colors.

"That's how you keep track of your period?" You ask and Carly drops down hard on the edge of the bed with a laugh, jostling you so hard that your straw almost stabs you in the throat.

"No, Sam, it's a flow chart of my future." She explains in that very dramatic flare she sometimes has before reaching over to yank your juice pouch out of your hand. "I mean, after this summer life starts ya know, and it's never too early to make a plan."

Then she's shoving your bent and chewed straw into her mouth and sucking up the rest of your juice and you watch her, let your gaze seem less interested than it actually is while your heart pounds away in your chest and the metallic pouch collapses in on itself.

You drag your eyes away from the plastic straw and the way it's resting against Carly's bottom lip and back to the white board that holds her future. It's full of little boxes that say stuff like "graduate", "get promotion" but then your eyes follow the line that branches off, trace it until you get to the bright squares that say "Meet future husband" and "Get married" and your stomach sinks so hard that for a shuddering moment you think you're going to puke.

"What's wrong? You look weird." Carly asks after a moment, teeth working your straw now and you shrug, let your eyes settle on her mouth again before sliding them away and rolling onto your back, stretching your arms over your head.

"You drank my juice pouch." You sigh and Carly laughs that soft laugh that means you're acting like a little kid while moving on the bed so she's kneeling besides you before crumpling the empty pouch in her hand and your guts feel exactly like that foil bag thing right now.

"I can get you another. No need to pout." Carly grins tossing the juice pouch toward the trash can, leaning over you and suddenly you're staring up into dark eyes while her hair falls around you like a curtain, soft strands tickling your neck.

"I'm not pouting." You mutter and Carly's grinning at you, her hand coming up to touch your face and your toes curl in your high-tops when she traces your mouth with the tip of her finger, outlining your lips.

"Looks like pouting to me." She whispers, still smiling as her hand drops away and you lick your lips stupidly, wonder if the inside of her mouth tastes like strawberry-kiwi like yours does.

You're not stupid; you know what the feeling swirling and gathering in your torso is.

You've been dealing with it for years now, ever since Carly made you that stupid friendship bracelet that you wear around your ankle now and asked you to never take it off.

Though the way she looks at you, like right now, doesn't help at all. Like maybe it would be okay if you kiss her.

She's funny about that though, the kissing thing, because sometimes its like she wants to pretend that it doesn't happen, the kissing on the mouth but other times she looks at you like she wouldn't mind if you attempted to impregnate her right there on the spot but you figure it better to err on the side of caution.

There's a very unique kind of burn that comes with leaning in for a kiss and being rejected and you'd rather not experience it with her again. It took you a while to get over it the one and only time it happened. You're careful now.

So you don't but you think about it. You think about it while you look over your head, through the shiny strands of her hair and at the white board that seems to be looming over you.

You push up into a sitting position and Carly backs off, giving you space to hop off the bed.

"C'mon Shay, lets go get some smoothies." You suggest dancing a little before reaching out to help her up and for a second she just blinks up at you with the softest eyes.

You give her your arm but she takes your hand instead.

/

"It smells like hand sanitizer in here."

You stare up at the roof of Freddie's mom's Prius, the soles of your shoes pressed against the window as you stretch out best you can in a backseat that's tiny even for you.

"My mom says that steering wheels are a breeding ground for germs and bacteria." Freddie says from the driver's seat, reclining the chair a bit so your knee ends up hooked over the head rest and his hair is brushing against your skin through the rip in your jeans.

It doesn't get pass you how it would be easy and probably fun to just knee him in the skull right now but instead you close your eyes against the light streaming through the windows and revel in the hum of the air conditioner.

"No offense Freddie but your mom is a nutcase." You murmur and Freddie laughs, you feel the motion against your leg and you kind of hate how you have to fist your hands against the seat to keep them out of Freddie's stupid hair.

"How is accusing my mother of being mentally ill offensive?" He grunts and when you open your eyes to peek at Freddie his eyes are shut and for a gut fluttering moment all you can do is stare at the line of his jaw and how dark his eyelashes are against his skin.

And man, when did you get like this?

"You're right; it can't be offensive if it's true." You whisper and Freddie's mouth turns up like he might laugh and you click your tongue against the back of your teeth absently while your eyes look away from the mouth part of his face and back at the ceiling.

"So have you told your mom yet?" You ask, nudging the crown of Freddie's head a little.

"That I decided to go with you and Carly to Washington State?"

"No, that you finally decided to have that sex change operation." You bite out lazily and you're sure if you weren't so tired and it wasn't so hot outside, you could've delivered that line with way more venom but it's the middle of a summer day and the sun feels like its sucking up your energy. "Of course I mean that you're following me and Carls to WSU."

"I'm not following you guys to Washington State, I'm going with you." He clarifies and you shift your feet against the window. "And no, not yet." He grunts, fingers playing with the miniature bottle of hand sanitizer in his palm.

"Why Not?" You ask, watching him flip the cap on the tiny bottle over and over.

"Because she really had her heart set on my attending that all men's university and I'm not ready to crush her dreams."

"You should seriously think about going to that sausage fest of a school, I bet you could find yourself a real pretty boyfriend." You laugh and Freddie just grunts, rolls his head to look at you and you feel his eyes on your face before dropping your chin to meet his gaze.

"You know what, Sam? I know that you're glad I'm coming with you." He says it like a challenge and usually you'd take the opportunity to thoroughly destroy his self assuredness, crush it until its nothing more than tiny pieces in your proverbial fist but you can't deny that you're kinda, sorta, happy the Nub is joining you guys.

" Whatever, Fredward." You roll your eyes and can practically hear the smirk taking over his face as you let him have this one.

"Whatever, Sam." He laughs.

"Ya know, I gotta admit, I'm kinda proud of you. You're finally growing a pair and doing what you want despite you're crazy, over bearing, cuckoo mom."The heartfelt words spill free before you can put the proper sting and inflection on them to make them sound like an insult.

Freddie tips his head to look at you then and you try not to let the blush crawling up your neck, take over your entire face while he frowns thoughtfully at you.

"Thanks, Sam." He says softly and you swallow tightly against the feeling clawing up your throat.

And instead of telling him that you hate him or that his face is stupid, you shrug and shut your eyes while red, hot blood fills your cheeks.

"Geeze, how long does it take Carly to bail Spencer out of jail." You mumble, peeking one eye open to look at the very familiar front doors of the police station.

"I dunno. There's probably a lot of paper work to fill out when you're arrested for public indecency involving a small rodent."

/

You wake up drowning…sorta.

You bolt straight up in bed, sputtering and covering your face until the unexpected waterboarding stops and you're blinking up at one very pissed off, water bottle wielding, Carly Shay.

"Carly?" You croak, the skin of your split lip pulling tight. "What're you doing?"

"What am I doing?" She barks and then more water is pouring over your head and you cry out. "What're you doing?"

"I'm being tortured!" You yelp, pushing Carly away before wiping at the water in your eyes and you clench your teeth at the burst of pain that comes when you dig your fingers into the bruised, purpling skin of your right eye. "What're you doing here?"

"I'm here because everyone at the Groovy Smoothie is talking about how you got in a brawl with that jerk Stewart Papadopoulos and obviously it's not just a rumor."

She's probably referring to your busted lip and massive shiner your sporting and you sigh, throwing your drenched blankets off of you.

"If you think this is bad then you should see Papadopoulos. He won't be eating solid foods for at least a month." You mutter proudly to only hiss when more water splashes into your face. "Carls, please stop with the water."

"No!" She cries, splashing more water on your head. "Not until you tell me why you decided to fight a guy three times your size."

"Because," You grunt reaching out to snatch the water bottle from Carly's grip. "That stupid mutt was beating on Gibby and everyone knows that Gibby is my territory. I'm the only one giving that kid Texas wedgies."

"Sam…" Carly starts and you roll your eyes.

"I know. I know. Fighting is bad and if I get arrested one more time my scholarship is going to get taken away before I even make it to the university." I say for her before lifting the bottle and draining the rest o f the bottle onto my own head then crunching the empty plastic in my hand and tossing it in the general direction of the trash can near my door.

"That's not what I was going to say…or do." She grins and you push you push wet hair out of your eyes. "I was going to say it was really nice of you to protect Gibby."

You scoff loudly, "I was not protecting Gibby, I was protecting my property." You can't stress your point enough but Carly is still smiling at you all sweetly and you groan. "I wasn't."

"Well, either way I'm sorry for pouring water on you and yelling." She says, moving carefully across your cluttered room until she's pulling a bright red towel off of the back of your computer chair and making her way back to you. "I just don't want you to get kicked out of college before we even get a chance to get there. I mean, you worked so hard for that scholarship."

You watch her sit carefully on the drier part of the bed; avert your eyes when her skirt reveals too much pale skin for your senses to handle while she leans over and drops your towel on your head before dragging it over your hair and face.

She ruffles you like a dog and you laugh a little bit as she eases the towel back so you can see her face, her mouth twisted up into a smile that you mimic.

"You look nice today." You grin and she blushes a little in her cheeks.

"Thanks." She whispers, still attempting to dry your hair. "But you look like shit."

"Thank you." You laugh but the sound quickly turns into a grunt of pain when Carly traces your black eye with her fingertips. "Ow."

"He got you good, huh?" She murmurs more to herself and you nod, continue staring at her mouth some more while you decide against telling her how he hit you so hard you thought your eyeball fell out.

"He's a big guy." Is all you say and she hums in agreement while her fingers slip down to your mouth, her thumb brushing the skin just beside the split in your lip.

You swallow thickly as Carly pulls the towel off of your head slowly.

"I just don't want anything to go wrong before we leave." She whispers. "I don't want to have to go without you."

You give her your biggest, most reassuring grin. "Trust me, I won't let that happen.

Carly must trust you, which you're glad about; because she's leaning forward like she intends to kiss you and you're pretty much all for it until your bedroom door swings open and you both jump apart guiltily.

"Damn it, Sam!" Your mom cries, appearing out of nowhere and you blink at the naked creature in her arms that used to be your fluffy, three legged pet cat, Frothy. "Did you use my Nair on Frothy again?"

/

You cannot stop thinking about this stupid white board.

You stare at its shiny surface, tracing your finger over a lime green line that leads to a box that says ' find courage to dye hair blonde' before the sound of the bathroom door opening draws your attention.

"Carls, promise me one thing?" You ask, swiping your thumb over the words, erasing them. "Never ever dye your hair blonde."

"Because you're afraid I'll steal your thunder?" She asks as you smudge away the ink.

"How 'bout you just leave the blond-bomb shelling to me." You laugh turning on your heels to face Carly and you feel your eyeballs nearly fallout of your head because Carly looks freakin' hot. "You look freakin' hot."

Carly smiles at you, fingers reaching up to flit over the thin straps of her top nervously. "Yeah?" she questions. "You don't think it's too much?"

You're checking her out, you're very aware of it but you can't seem to stop it because Carly's wearing black jeans and boots and a top that's held together by threads and its just so…distracting. When you find enough strength to meet her gaze, she's flushing bright red high in her cheeks.

"Too much for a concert?" You grin slowly, shaking your head. "Nah, it's perfect."

If it's even possible, Carly blushes even more.

"Let's go, Carls, we gotta meet Freddie."

They didn't ask you where you got the kick ass tickets to the Cuddlefish/Yellow Day co headlining concert when you whipped them out despite the fact that they're the hottest ticket in town and were sold out.

You're sure Freddie just assumed you stole them or beat someone up for them and Carly probably thought you got them through some other equally shady means but was way too excited to actually care.

But you don't tell them that you've been saving up all your cash and all of Gibby's lunch money for them because it doesn't matter. It doesn't matter because the way Carly squealed and grabbed you up in a hug and the sideways smirk Freddie threw you made it totally worth going without beef jerky for two months and being accused of crimes you didn't commit.

It also helps that the concert is awesome.

It's packed with people, the audience is this giant moving blob, and the music is loud and throbbing. It's amazing.

You spend the first half of it head banging with Carly, screaming all the words to every song and on Freddie's wide shoulders, his hands wrapped around your ankle and Carly's fingers on your knee to keep you from falling while you flash the drummer.

There's an intermission so the band can break down their gear and the next band can set up theirs and Carly grabs your hand, sinking her fingers into the space between yours.

"Come with me." She shouts but you can only read her lips because the noise of the crowd is deafening. You nod anyway, elbowing Freddie hard in the ribs and gesturing towards the area where Carly is already dragging you. Freddie nods at you once and then you're turning to follow Carly through the maze of bodies and towards a hallway with a sign that reads "Restrooms" in flashing green neon.

"What's up? Gotta use the lil' rockstar room? I told you not to drink all of that Peppy Cola." You laugh once you enter the hallway where the sound is a little muffled and people are pushing past you to get back to the show.

Carly glances at you and you feel your smile falter because the expression she's wearing is not of a lady who needs to pee. You have the sudden urge to dig your heels into the gross, tiled floor and make Carly talk to you because your insides are flopping around like a fish out of water but you don't, instead you let her lead you outside, into a back alley where a few people are smoking.

"What're we doing back here?" You wonder aloud, glancing around. "Are you going to buy drugs?" And the words come out a little too excited, the prospect of Carly committing a crime, of partaking in an illegal activity, sending a thrill down your spine.

"Sam."

"Oh my god, you are going to buy drugs! This is the most exciting moment of my life!" You declare and Carly smiles then, slow and indulgent and you don't realize that she's herding you against the wall until you feel cold stone through your jacket and your hair is getting snagged on brick.

"Sam." She says your name laughing, like she wants your attention and you swallow hard as she edges closer to you, feel like telling her you don't think she's ever had more of your attention.

"Yeah?" You grin, blinking at the pink shine of her lips and the way her eyes look black in the night.

"You flashed your boobs at the drummer of Yellowday." She whispers, leaning in so her mouth is right against your ear and you choke out a laugh, twisting your face to press your nose to her cheek because she's warm and soft and the night air is cold and sharp.

"Yup, I did." You murmur proudly against her skin and your heart has taken up a pounding rhythm that is completely out of sync the music starting up inside the building.

"You flashed him and everyone saw." She exhales and you nod. "Even me."

You're smiling again, a smile that's too big and too bright. It's the kind of smile that looks like terror when it's captured on film.

"Nothing you've never seen before."

Carly pulls back a little to beam at you right before her hands sneak under your shirt, tracing up your ribs and under your bra and then her ice cold hands are on your breasts and you breathe out shakily before she leans in to kiss you.

You inhale sharply against her mouth, try to catch your breath because kissing Carly always makes something in your chest shudder hard.

You kiss her back eagerly, too eagerly, your mouth moving sloppily against hers because it's been a long time since you've done this and it's hard to be precise when Carly is fondling you.

Her teeth catch your bottom lip and you groan against her lips, leaning into her weakly.

You wonder idly, what your tonsils taste like because Carly is kissing you so deeply that she's has to know and you realize dimly that you could spend the entire night like this, with your hands tucked against Carly's skin and Carly's mouth hot on yours.

You don't get the chance though because three drunken girls with multicolored hair and too many ear piercings are stumbling out of the door, loud and obnoxious and music blares out of the open door for a moment before it swings shut again and you pull away to glare at them while Carly drops her forehead against your temple, exhaling ragged breaths against your ear, her hands still moving underneath your shirt and your sure that if the sparse number of people weren't so hammered they'd be more interested in the two teenage girls rounding second base.

There are words you want to say that feel heavy and important behind your teeth and there's complicated feelings tangling with the heat in your stomach and all you can do is blink up at Carly while her hands retreat down your sides, still safely tucked under your shirt.

"Spend the night at my house tonight." It's not a question but you nod anyway, tilting your face to kiss her throat.

"Okay." You press against her skin and she's pulling back to kiss you once more before grabbing your hand and dragging you back into the concert when all you really want to do is make out in the cold some more.

Though, in all fairness, the rest of your night turns out pretty awesome. You spend the rest of the concert as the sweaty meat in what is essentially a Freddie and Carly sandwich and the lead guitarist from Yellow Day hands you his guitar pick at the end of the set and yeah, it's a pretty fantastic night.

/

Your mom's dated two women that you know of.

One was some dumb chick whose name you can't even remember but whose monstrous boobs you do and who was only looking for a sugar momma which your mom definitely was not.

The other was Linda

You liked Linda a lot.

Linda kept her hair short and wore leather jackets with dresses. She taught you how to use a blow torch and how to properly put together a ransom note and she was just all around awesome.

But the way she took care of your mom was especially awesome. That was just icing on the Linda cake.

"Mom, whatever happened to Linda?"

Your mom watches you drop into the recliner across from her, balancing a plate of thinly sliced ham on your knees before dropping her crochet needles into her lap thoughtfully and the yarn twisted around her fingers unravels itself while the 'sweater' she's attempting to make for Frothy falls to her bare feet.

"Oh, Linda." Your mom murmurs dreamily and you arch an eyebrow, folding a slice of meat into your mouth. "Last I heard she was happily married in Canada."

"Hmm," You nod, chewing sympathetically. "Whatever happened with you two? I mean, she was so awesome and everything…"

"Yeah, she was awesome and you took such a liking to her." Your mom smiles ruefully. "And she loved you a lot."

"So what happened?" You ask, shoving more ham into your mouth. "You cheat on her?"

"No, no." your mom laughs, shoulders dropping tiredly. "I cared about Linda too much to cheat on her but I just…"

"Sucked in the sack? You where all about the teasin' and not about the pleasin'?" You're mom makes an exasperated sound and you blink at her expectantly. "What? I was just asking if you had trouble satisfying her…sexually."

"Why do you say things like that to me? I'm your mother." Your mom huffs out. "And I did not 'suck in the sack' as you so elegantly put it. I was just…young-."

"Young?" You smirk and now your mom rolls her eyes.

"Yes, young…and stupid." She sighs, tossing a ball of yarn at your head and it hits you in the ear. "She wanted things I didn't think I was ready to give her and I missed out on something great. I coulda been married to a hot lady in Canada with my bastard daughter."

"That," You say, standing with your now empty plate. "Sounds like you missed out on the American dream."

/

"Sam, what're you doing here?"

You give Freddie your best grin as he hauls open his bedroom window for you and you clamber inside, climbing down over his desk.

"What? Can't a friend come visit another friend?" You ask, glancing around the darkened bedroom and even in the pitch black you can tell his room is still as nerdy as ever.

"A friend can but you..." Freddie trails off, rubbing his eyes before folding his arms over his chest and his shoulders shift under the straps of his tank top. You roll your eyes and try to remember when Freddie even got muscles. "Sam, why're you here and why're you here at 3 in the morning?"

You shrug walking deeper into his room. "Just felt like it."

And really you don't even know why you're here because your phone is currently vibrating in your pocket with text after text from Carly, too fast for you to reply thanks to Carly's startling proficiency using T9, asking you to come to over and you walked all the way from your house to her building in the middle of the night and yet your in Freddie's geek dungeon instead of Carly's bedroom doing sweating, confusing things..

"So, where's your lovely mother?" You ask curiously because you're surprised she hasn't busted into the room screaming and trying to decapitate you yet.

Freddie laughs like he knows exactly what your thinking, the sound rumbling and low. "She's working the graveyard shift at the hospital tonight. She won't be back till the morning."

You nod slowly, picking up what looks like a toy gun and Freddie is quick to yank it out of your hands. "Easy, Benson." You mutter.

"Sorry, it's just that…this is a collector's item and you are a very destructive girl." He says, replacing the toy gun on its stand before dropping to the edge of his bed.

"Aw, shucks." You whisper and Freddie looks up at you with bed head and his face covered in strange shadows and you look back, accept the fact that he looks hot right now.

"So…" He starts, eyebrow arching. "What're you doing out so late?"

"Carly wanted me to crash at her place."

"And?"

"And…I don't know." You finish lamely, dropping beside him on his bed. "I thought I'd bless you with my presence for a while."

"Well if you don't have a reason for being here, I'm going back to bed." He yawns, stretching.

"I'm pretty beat too. Maybe I can join you. You don't mind if I crash here, do you?" You ask, blatantly flirting with him and in the darkness of his room you can see him flush bright red and looks so terrified that you have no choice but to laugh at him.

"I..uh, you…I don't." he chokes and stutters and you laugh some more.

"Don't worry; I'm not after your precious virginity." You whisper through your smile. "I just…"

"No, yeah, its fine. We'll just, ya know, sleep head to toe." He clears his throat twice before standing and pulling down the other side of the bed for you.

"Ya know, even if we sleep head to toe the good bits still meet in the middle." You point out, leaning over to tug off your shoes and Freddie blushes hard.

"Man, do you ever shut up?" He laughs, tossing a pillow at your head and you catch it against your body.

"No, not really." You grin. "And don't worry; I'll be gone before your mother gets back in the morning."

You climb into bed with Freddie, making sure to kick him in the stomach as many times as possible while the two of you get comfortable and this so isn't as awkward as it's supposed to be.

You arrange yourself on your side, your head resting on the pillow you've decided to place on Freddie's feet and Freddie's torso is contorted so he can look down at you.

There's a long time where he just looks at you, eyes dark and unreadable and you stare back, smiling a little.

"You and Carly totally made out in this bed." You grin. "Maybe on these very Galaxy Wars sheets."

"How does that make you feel?" He asks, tucking his arm under his head and instead of telling him that it makes the back of your neck feel hot in a weird way you just grin at him and dig the toes of your foot into his chest.

"It doesn't make me feel anything, Nub." You whisper softly, tearing your eyes away to play with the hem of his pajama pants. "You have very hairy ankles btw."

"I can thank the very violent onset of puberty for that." He laughs then winces when you pluck out one of his many many leg hairs. "Ow."

"Isn't it weird that puberty turned you into this giant, hairy ape man but the only thing puberty gave me was an awesome rack and a tendency to bleed once a month?" You mutter, dragging your nail over the tendon at the back of his ankle.

"It is awesome."

"Menstruation?"

"Your rack."

"I am aware."

"So…" Freddie starts, wriggling his toes beneath your pillow. "What're you doing here? Really?"

You think about lying to him or just kneeing him in the groin and going home but instead you just roll your eyes and open your mouth. "Carly has this stupid whiteboard in her room and it's got, like, her entire life charted out on it."

"So?" Freddie questions quietly and you can't even really articulate what you're feeling. "We both know how Carly feels about planning."

"I dunno, its just bugging me. She's got all this stuff she plans on doing and…"

"None of it involves you?" He finishes for you and you shrug, staring at the shadows that bend across his walls.

"Something like that, I guess." You admit weakly, tracing an invisible line as far as you can up his calf, beneath his pajama pants.

"There's something going on with you two, huh?" He whispers and you turn your face into your pillow, contemplate smothering yourself but that seems like it takes a lot of effort so instead you just nod.

"Yeah." You croak into cotton and feathers. "There's something."

You peak at him guiltily because you don't even know if he's over Carly but he's smiling at you reassuringly and warm and something in your chest releases a little bit.

"You know what Freddie, you're not the complete waste of a human body that I originally thought." You whisper and Freddie smirks.

"And you're not the she-demon I always accused you of being."

You shouldn't feel so good about the pseudo compliment but you can't help it.

Somewhere in the night, between demanding that Freddie tell you who the last girl he hooked up with was and explaining to him how you managed to get Mr. Howard's car on the roof of Ridgeway, you fall asleep.

It's not for long, maybe a few minutes or maybe an hour or two but when you slip back into consciousness with an exhale, Freddie is staring at you and its still dark outside.

"Creepy." You swallow and when he apologizes he doesn't seem sorry at all.

And you don't mean to kiss Freddie, in fact you're not even sure how it happens or who moves first but you're on Freddie's nerdy space movie sheets with his mouth on yours, his hand on your hip and …it's not the worst thing ever.

His mouth is sweet and minty when you press your tongue past his lips and his cheeks are rough against your face.

It's a lot different from kissing Carly. It's not as hot and burning or consuming and mind altering and you can actually act instead of only being able to react. You still have control.

It's pretty nice.

He makes a funny sound when you inch your fingers under his shirt, a noise that's somewhere between a gasp and a hiccup but its also signals some sort of horny flip switching inside of him because it feels like you go from just kissing Freddie to hardcore making out with Freddie in the time it takes for that sound to reach the air around you.

You find yourself pinned under Freddie, his mouth moving hard over yours and his left hand under your tee shirt, touching your breast with fumbling fingers.

"Is this alright?" He asks against your mouth because even fooling around and being relatively hot, he's still Freddie.

"Yeah," You groan, pushing him back enough so you can whip your tee shirt over your head and Freddie's eyes go wide before he drags his shirt over his head too in an attempt to keep up with you. "Just shut up and take off my bra."

"Yeah, okay." He grunts softly before doing it with surprisingly steady hands and you look at him a little bit in awe as his hands drag up your stomach.

You're a little nervous because this is you and Freddie and even though your relationship is…intense, it's never been this intense despite the way you've been flirting with this for as long as you can remember.

Then his mouth is on your chest and your legs are winding around his waist while his fingers fumble with the fly of your jeans and its getting hard to think.

It's hard to think because you like Freddie's mouth so much more when its occupied and not bubbling over with geek slang but not so hard that you don't realize how absolutely fucked you are when Freddie's bedroom door swings open, light bursting to life and it's his mom.

His fucking mom.

"WHAT THE YUCK?"

You and Freddie jump apart so fast that he goes right over the edge of bed while you reach desperately for your tee shirt, yanking it down over your head just as Mrs. Benson charges into the room.

"What goes on, Mrs. B?" You greet awkwardly, shoving your arms into your sleeves and you're met with a crazy eyed glare.

"Freddie!" She cries and he staggers to his feet, wide eyed and guilty.

"It's not what it looks like! We were working on a project…for school!"

You throw him a disbelieving glance before untangling your legs from his sheets and jumping to your feet.

"School project? It looks like you were attempting to fornicate with this-this…delinquent!" She screeches gesturing at you and you roll your eyes while you hold up your jeans and curse yourself for putting your shirt on inside out and backwards.

"I think I should probably go." You shout awkwardly and then you're making a break for the door which is hard when your pants are falling off and Marissa Benson is far more agile than you'd ever suspect and soon she has you by the back of your shirt and is hauling you through the apartment, towards the front door screeching and sobbing about premarital sex and STDs and virtue while Freddie yells for her to let you go.

She tosses you out into the hallway and you nearly fall flat on your face before spinning on your heel to give her a sarcastic smile.

"Thanks for the assistance."

Then she's lunging for you, arms outstretched like something out of a horror film while this awful sound passes her lips and you only have time to shriek before Freddie is between the two of you, his mother clawing at you over his back.

"Mom! No! Stop!" Freddie bellows, trying to hold his freakishly strong mother back. "Calm down!"

"Yeah, calm down!" You add, sticking out your tongue and Freddie glares at you.

"Not helping." He grunts and you hold your right hand up in apology, the other still holding your pants up.

"Sorry."

"Mom, go back inside!" Freddie groans, bare feet digging into the floor and finally his mom relents with a cry.

"You stay away from my Freddie." She screams and you wince a little at the piercing sound as she points at her eyes with two fingers before directing them at you in the universal gesture of 'I got my eye on you'. Then she's slowly backing into the apartment and Freddie gives you a helpless look before disappearing too and shutting the door.

You stare at the door for a moment, rubbing your lips together in the silent hallway and wondering what the hell just happened but the door swings open again and a still shirtless Freddie peaks out, holding your shoes and bra, grinning.

"Here." He whispers and you can't help but laugh, stepping closer to take your stuff and he catches your wrist in his hand, pulling you into a quick kiss.

"I have to go before your mom murders me." You laugh and Freddie glances over his shoulder, rolling his eyes right before the sound of someone coming down the hall catches both of your attention and sure enough Spencer Shay comes skipping down the hall, keys in hand and lips pouted in a whistle and he stops short at the sight of you and Freddie disheveled in the hallway and too close to be doing anything innocent.

"What're you guys doing?" He half laughs, brow creasing in confusion. "Another Wake Up Spencer?"

"Uh." You start, desperately praying for your lying skills to kick in but before you can get anything else out Freddie's crazy mom is back, snatching him up by the ear.

"She was trying to de-virginize my little boy!" She wails over Freddie's pained gasps and Spencer looks from you, to Freddie and back again. "I am calling your mother, young lady!"

You sure hope not because you really do not want your mom to force you to listen to your 80-year-old Rabbi talk about the birds and the bees again. You won't be able to hold in the violent projectile vomit this time.

"I didn't…" You exhale shaking your head and Spencer looks between you guys again and with his head moving like that you get a glimpse of the massive hickey on his neck. "Is that a hickey?"

Spencer's keyless hand flies to his neck and Mrs. Benson makes a disapproving sound.

"When did this building turn into a modern day Sodom and Gomorrah?" And then she's disappearing back inside, hauling Freddie behind her by the shell of his ear and Freddie gives you a little wave before the door slams shut and you turn back to Spencer slowly.

"So…late night hook up?" You ask and Spencer flushes bright red.

"Sam…"

"Look, can we just keep this our little secret?" You ask abruptly because the very sudden, very possible notion of Carly finding out what just went down in the hall literally makes you sway on your feet with nausea. "You don't have to tell your sister what happened tonight and I won't tell anyone I saw you doing the walk of shame."

Spencer shakes his head a little and you give him your best pleading look before he sighs. "Fine, Sam but you need to go home. I'll give you a ride."

/

The next time you go to Carly's apartment, a week later, you practically run over Spencer when you bounce into the house. He immediatly blushes bright red when he sees you and you give him a smile.

"What's up, Spence?" You ask, frowning a little at the way he wont really look at you.

"Oh nothing, I'm just heading over to the junk yard for some art supplies." He says haltingly and you frown more.

"That's cool." You mutter, eyeing him. "You're acting weirder than normal."

"No, I'm being perfectly normal." He scoffs and you roll your eyes.

"Is this because of the other night? Because there's nothing wrong with a little late night loving. In fact, if anything you should be concerened about the time Freddie and I went to do a Wake Up Spencer segment and instead got video of you banging the waitress from BF Wangs." You offer and Spencer makes a terrified, womanly sound as you bound up the stairs.

Carly is asleep when you finally make it up to the sanctuary of her bedroom, clicking the door shut just as Spencer slams the front door downstairs on his way out.

You stare at Carlys unconscious form, at her long limbs sprawled on top of her bedspread and the way you can make out the back clasp of her bra through the cotton of her tee shirt. And she looks so pretty with her dark hair everywhere and her face half hidden by pillows, that you fight the immediate urge to pounce on the bed, jostle her awake and make her buy you expensive, fancy frozen yogurt.

You consider crawling in bed with her instead, sharing the rest of her mattress, but you feel strung tight like one of those old school wind up toys. So instead, you meander around her bedroom, eyeballing the looming white board until you come upon a basket of clothes.

You're not sure what possess you to sit yourself Indian style on the floor and dig into the mountain of clothes because you don't even fold your own clothes but Carly's smell clean, like an artificial spring breeze and before you know it, you're contemplating the best way to properly fold a long sleeved tee shirt.

You're ¾ of the way through the basket, clothes folded in neat stacks around you, when Carly's soft voice startles you.

"Are you stealing my underwear?"

You jump a little, meeting Carly's heavy lidded eyes, her mouth muffled by the pillow she's still tucked into and you smile and shake your head.

"No and I'm offended by your accusation."

Carly just laughs, low and sleepy and you clutch the tee shirt you're holding tighter in your fingers at the way everything in your chest warms and bubbles.

"So, you just decided to fold my laundry?" She's grinning at you and you shrug, folding the shirt in your hands.

"Well I was very bored and you were rude enough to be asleep when I got here so it was either fold your laundry or go set things on fire with Wendy."

"Then thank you for staying here instead of going out and committing grand arson and I apologize for rudely being asleep when you arrived."

"You're welcome and I forgive you…this time." You grin, tossing another clean shirt at her face because the way she's looking at you, with her brown eyes all dreamy, is making your neck blush.

Carly giggles, turning onto her back and hurling the shirt back at you and you watch it sail right over your head. "Hey, you should come up here and lay with me."

Carly stretches then, arms over her head and toes pointed and you take it all in with a hitch in your chest.

"Should I?" You breathe and she nods once which happens to be more than enough to convince you to pop to you feet and flop onto the mattress beside her.

You're sure that Carly is about to you use you for her own, sick cuddling needs and fall back asleep and you're prepared to stare at her ceiling for an hour and let her when she twists to lie on top of you.

"I know."

You blink up at Carly stupidly as her fingers snake around your wrist to pin your hands to the mattress and you feel your mouth twist up into a confused smile.

"You know what?" You ask as Carly forces your arms wide before adjusting her hands so her fingers fit in between yours. "Carly?"

"I know about you and Freddie." She murmurs like it's not a big deal but you feel like you can barely breathe. You twist up against her, struggling a bit and she shifts forward to put more of her weight on your arms. "Sam."

"Nothing happened." You huff out, going limp underneath her and she's peering down at you with concerned eyes, her brow furrowed.

"You're lying. Spencer told me he saw you, Freddie and Mrs. Benson…" She starts and you roll your eyes.

"Ugh! I knew he couldn't keep his mouth shut!" You groan, squeezing your eyes shut and realizing thats probably why he was acting so strange. "Did he tell you that he was creeping back in after a late night booty call when he witnessed all this?"

"No, he thankfully left that part out." Carly mutters and you sigh, gazing up at her and the way she's all soft and pretty practically makes your eyes hurt. "So, you and Freddie hooked up."

"It depends on your definition of hooking up." You mumble but the way Carly is looking at you makes you exhale tiredly. "I mean, I didn't have sex with him or anything. We just fooled around."

She looks relieved which you hadn't really expected. "So you and Freddie, like, like each other then?"

And you really wish she hadn't asked that. You consider not saying anything or just changing the subject but Carly is gazing at you with this look in her eyes. "Yeah, I guess. A little." You grind out pass clenched teeth.

"Oh." Carly exhales and you know that sound. That is not a good sound.

"I'm sorry." You mumble and Carly shifts, sitting up and sliding to your side, releasing you from her grasp but you keep your arms right where they are. "It's just…easier with Freddie. And he's so not ugly anymore."

"No, no, I get it." She mumbles, picking at the threads in her bed spread, hair half covering her face and you push yourself up slowly, reaching out to push her hair out of her face.

"But I like you a lot. Like a lot." You admit and she looks up with her eyes soft and shining like a cartoon deer and you can't help but smiling a little.

"I like you too." She breathes and you feel your smile falter and your heart skip a couple of fairly important beats because she's never said that before. Sure, you've gotten the general impression from the way she likes to kiss and grope you but its different hearing the words from her pretty mouth.

"Yeah?" You ask and you have no idea what your face looks like right now but Carly is looking at you, eyes darting across your face like she's realizing something and her spine is straightening.

"Of course." She whispers, scooting closer to you on the bed so her knee is digging into your hip. "I mean, I know I don't say it but I do. Like a lot."

And she leans over to kiss you like she's making sure you know, soft and square on the mouth. You let her, keeping your eyes open until you can't anymore.

/

"So, who's the guy this time?"

You lean against the door jam idly, picking your fingers aimlessly through your hair, half heartedly searching for the gum you'd been chewing 5minutes earlier but is now mysteriously missing from your mouth.

The bathroom is full of wet air from your mom's recent shower and she stands in the middle of the square room in just a towel, clean faced, wet hair pulled back and more beautiful than she will be in 20 minutes after she puts on layers of make up for a guy who she hopes is 'The One'.

"His name is Seymour. Seymour Butts and he's a professional…"

"Porn star?" You interrupt, watching your mom brush one cream after another on her face with one of those squishy white sponge wedges that you hate because you once mistook them for triangular marshmallows. "Because I'm pretty sure Seymour Butts is a porn star name."

"It is not!" Your mom says and you cock an eyebrow, twirling a curl of your hair around your index and middle finger. "What do you know about porn stars anyway, Sam?"

"Mom, I'm 17 years old." You point out and she sighs, leaning over the sink and closer to the mirror, eyeliner poised between her fingers and you remember when she grounded you for an entire weekend when you used her eyeliner to draw a goatee on yourself. "And besides, I know about those videos you keep between your mattress and box spring."

You're mom freezes, blue eyes meeting your reflection in the mirror and you give her your best smile despite the fact that over your lifetime she's become totally immune to it.

"Stay outta my room, Sam."

"I can't do that Mother." You sigh, pulling a curl of hair straight before letting it bounce free. "So…can I ask you something?"

"Is it about porn?" She asks and you shake your head, pulling a strand of hair across your upper lip, contemplating how you would look with a mustache.

"It's about relationships." You start and your mom laughs a little, nearly blinding herself while applying eyeliner.

"Are you sure I'm the one you want to be asking about this?" She chuckles, setting the eyeliner on the corner of the sink and blinking at herself in the mirror. "I mean, my track record isn't really all that great."

"Yeah but I need adult advice and all of the other adults I know are either asexual, have weird shrines to American Idol judges in their apartments or are Spencer." You sigh and your mom grins, picking up a triangle sponge and dabbing it with foundation.

"Well when you put it that way, how can I resist?" She smirks. "Alright, lay it on me, kid."

"So you know Carly?" You ask dumbly and your mom nods.

"I know this Carly that you speak of."

"Yeah, well she and I…we…" Your words stall a little bit, all sticky and thick and your mom is watching you in the mirror patiently, makeup set aside for a moment. "I like her a lot. A lot more than just a friend and I'm pretty sure she likes me like that too, I mean, if the way we keep kissing is any indication..."

"That's nice, Sammy." You mom murmurs warmly and you blush and shake your head. "It's so nice."

"No, mom, don't get all sappy on me." You groan because your mom's eyes are filling with tears and her bottom lip is quivering just a bit. "I need you to focus."

"What? Can't I be happy that my little girl is in like with someone?" She asks and you groan again, louder. "Someone as sweet and pretty as Carly?"

"Mom, c'mon! Pull it together!"

"Alright, I'm sorry." She sniffles, dabbing at her eyes. "I'm sorry."

"Okay." You say warily, "Carly and I have this thing but it's secretive and intense and scary but I don't think she wants it to be more than this."

"How do you know that?" Your mom asks, picking up a tube of lipstick and twisting it to the top while you sigh.

"She has a white board and a flow chart."

You match your mom's questioningly arched eyebrow perfectly.

"It's this huge white board on her wall and she drew a flow chart of her life, like she what she wants in the future. Like, find a boyfriend and get married and have lots of kids and a white picket fence and all that other cheesy junk and I don't know if you noticed but I am not a boy and thus cannot be a boyfriend or knock her up."

"Did you just say 'thus'?" Your mom asks and you blink and shrug. "Where did you learn to use that word? And by the way, thank god you're not a boy. The last thing I need is for you to be traveling across Seattle, spreading your seed."

You roll your eyes at your mom as she smears pale pink lipstick on her mouth just as your phone goes off in your pocket.

"Also, that reminds me…don't get pregnant."

"Speaking of that…" You pause to yank your phone free and glance down at the text message from Carly, your mouth lifting in a smile. "There's more."

"More?"

Your mom goes a funny shade of white and you shake your head. "Whoa, hey, I'm not knocked up. It's that Freddie and I kinda hooked up but don't worry because no matter what Mrs. Benson says, there was no penetration."

"Oh thank god." She exhales, slumping forward against the sink before looking up at you. "Freddie? The kid with the camera?"

"Yeah, I kind of like him too. I mean, it's not as much as Carly or even the same as how I feel about Carly but its still there…like herpes."

"This is all very complicated." Your mom exhales and you nod.

"Tell me about it." You groan. "So, any advice?"

"Can I have some time to think about it?" She asks and you shrug, straightening.

"Go for it, I gotta go anyway. Carly says the city pool is open and she wants me to meet her and Freddie there." You grin and your mom smiles back. "Thanks for the talk."

"Anytime, Sammy." She grins before spinning around to face you. "So how do I look?"

"You look hot. I hope Seymour puts out." You laugh and your mom blushes.

"Me too." And with that puke inducing visual you turn to head for your bedroom to search for your bathing suit. "Sam, honey?"

"Yeah, mom?" You answer, stopping in the hall but not bothering to head back to the bathroom.

"Just be honest with them, okay? Just tell them how you feel."

"Thanks for the painfully generic advice." You call out and you hear your mom moving around.

"You're welcome, Sweetie. Let me know how it goes."

/

"Ready. Set. Go."

The cold water envelopes your head and instantly the roar of the other kids in the pool is silenced by the water filling your ears.

You let yourself drop down, down, down until your feet find the bottom of the pool and you open your eyes, blinking against the burn of chlorine and for a moment all you can see are the blurry legs of the people at the surface, endless blue and bubbles but then there's Carly, moving through the water towards you like a mermaid with legs.

Her skin looks ghostly thanks to the water and her hair looks like ink swirling around her head but her lips are still bright pink and she looks pretty even underwater. You grin at her, swimming a slow circle around her and she turns around to watch you with a bubbly smile before grabbing you and twisting her body around yours.

Your lungs are burning a little as Carly snags your waist, pulls you up against her and you glance up at the shimmering sky for a moment, longing for a breath of that poor quality Seattle air but Carly is still beaming at you through the water like she knows you need a breath.

Her skin is warm against your palms, even underwater, and you link your hands together around her back while she tangles both of her legs around one of yours and you can't help but think that if you drowned right now, it would be kind of perfect.

She leans in close, brushing her mouth over yours and you have to refrain from deepening the kiss though you have to admit that it would be worth going belly up in this pool to slip Carly the tongue right now.

Except, your lungs are really burning now and your heart is pounding desperately in your chest and you have no choice but to swim out of Carly's arms and propel yourself upwards towards the shimmering plane.

You gasp as you break the surface, the noise of too many kids at the pool rushing back to you and you dig your fingers in your eyes in an attempt to rub away the blinding brightness that comes with chlorine burned eyeballs.

Carly surfaces with a laugh, loud and bright and you blink at her while she reaches out to push your hair out of your face.

"I win." She giggles, smoothing her hair back too and you roll your eyes.

"You totally cheated." You point out. "Under normal circumstances I can totally hold my breath longer than you."

"Whatever. You don't have the stamina." Carly grins, licking at her wet lips and you're totally aware of the way that she's baiting you, at the way that your hands are playing with hers just under the surface of the water, of the way she's flirting with you and you like it a lot.

"I think I do." You say and you can clearly remember situations with Carly that required going without oxygen for extended amounts of time and all of them include oral contact and groping…well most of them…one of them involved a giant gelatin mold and Gibby.

"Hola ladies." Freddie's booming voice makes you and Carly wade apart in an instinctual way that you hate and you peer up at Freddie where he's looming at the poolside.

"What up Fredweenie?" You ask, shielding your eyes to peer up at him and then you notice the giant, billowy ball of cotton candy in his hand. "Where did you get that?"

"Come with me and I'll buy you one." He grins, extending his hand and you reach out to take it thoughtlessly before glancing over your shoulder at Carly whose face makes something in your gut twist and you would totally stay and frolic in the pool with her if Freddie weren't promising you a cloud of blue cotton candy and standing there all shirtless and muscely.

"Do you wanna come?" You ask even as Freddie squats down to grip your hand.

"Yeah, c'mon Carls, they've got popcorn and Peppy Cola." Freddie singsongs, "You love Peppy Cola."

"No, I think I'm just going to keep swimming." She sighs, leaning back in the water.

"Alright, I'll be right back." You mutter and then Freddie is hauling you out of the water and onto the hot pavement. "So are you going to willingly give me a piggyback ride or is this going to get violent?"

Freddie looks you over head to toe and you're suddenly self conscious about the way you're standing in front of him, dripping wet and in a bikini but it passes when Freddie turns around.

"Hop on Puckett."

You do so happily, the bare skin of his back hot against your stomach and you tuck your face into his neck.

"Giddy up, Benson!"

It takes longer than you expect thanks to the endless list of fried foods on the menu and Freddie's insistence that you get whatever you want and when you finally make it back to the pool Carly is laying out in the sun in a lounger and you plop down in the chair next to her, sideways with your feet on the ground so you can look at her.

"Did you know that you could deep fry oreos?" You ask softly to get her attention and even though her eyes are hidden by dark sunglasses, the tilt of her head gives her away.

"That's disgusting." She murmurs, tipping her chin towards you a bit more.

"Or amazing." You offer and you see the way her mouth curls upwards just a bit. "So, how come you're not in the water anymore?" You ask, frowning at the boy across the pool who is so obviously ogling Carly.

"I'm trying to get a tan." She sighs, turning her to look at you fully and you lick your lips, wiggling your toes against the hot pavement.

"Why? I like you all white and pasty." You offer and Carly just laughs softly and you like the way it sounds amongst the noise at the pool.

"Well, I'll probably just end up burning anyway." She smiles, "So I hope you like me all red and raw too."

"I don't mind it." You say while you pluck at the thick, horizontal strips of plastic on the chair. "Are you using sunblock?"

She hands you a bottle and you grin as you read the label, "What is this? SPF one billion?"

"Shut up, Sam." She laughs. "So where'd Freddie go?"

"I don't know. Some of his nerd friends came along and I had to ditch him before my reputation got destroyed."

"You know, I get so jealous when you do that." She starts quietly. "When you and Freddie go off, just the two of you and you leave me behind."

Suddenly your heart is thumping in your ears and you gaze at her through the sun. "You don't have anything to be jealous of." You croak.

"Yeah, I do." Carly breathes softly. "I do."

Your stomach swims a little because she's right

/

"Iwanthtotakyouow."

You stop trying to force Freddie's own fist into his mouth long enough to peer down at him where he's sprawled underneath you on the iCarly studio floor.

"What did you just call me?" You hiss, sitting up straight and making sure your knees pin Freddie's shoulders to the floor.

"Ugh, I didn't call you anything!" He grunts, twisting under your weight. "I said I want to take you out."

His words catch you off guard and it's the only reason that he manages to pry you off of him and push himself up into a sitting position.

"Take me out?" You ask, sitting back on your butt and Freddie mimics your position, his face bright red.

"Like on a date?"

"A date?"

"I am speaking English, right?" Freddie's thick eyebrow arches playfully and you roll your eyes and pick at the rug underneath your legs.

"I don't know if that's a good idea. Last time you and me were together, alone, at night, your mom tried to rip my face off."

"Sam," Freddie starts, leaning back on his hands. "You can deal with my mom, easy."

You shrug a little, remembering a time when you're red hot hatred of Freddie would be enough to jack slap him just for asking you out but now the only thing stopping you is Carly, Carly who always seems to be on your mind.

"Is it because of Carly?" Freddie wonders and your hand automatically reaches up to touch your ear because maybe the thoughts are leaking right out of your head for Freddie to see. "Sam?"

"Maybe." You grumble dropping your chin into your palm, eyes focused on Freddie's neat and clean sneakers. "I guess."

"Look, I don't know what is going on with you two," he starts and you wince, guilt slicing sharp and unfamiliar through your mind. "But I do know that I like you…a lot."

You reach out, unlacing his pristine, white shoestrings. "I like you too."

You don't look up as you knot his left lace with his right but you can feel the way he's looking at you, can feel it in the heat crawling up your neck and bleeding into your cheeks.

"Let me take you out?" He asks again and you look up at him.

"I dunno, Dork…"

"C'mon Puckett." He's doing that charming, handsome guy smile thing and you roll your eyes. "Me…you…unlimited chili fries."

You don't want to laugh at his waggling eyebrows because it makes him look like a puppet and its ridiculous but this whole situation is ridiculous and you're grinning at him helplessly.

"Unlimited chili fries?" You ask and he nods, leaning forward towards you with a crooked smile.

"As many as you can put in your weird bottomless pit of a stomach."

"Are you trying to seduce me?" You laugh but the way Freddie is looking at you makes you sober right before he leans forward and kisses you.

His mouth moves over yours with soft, sweet pressure and you acknowledge the way it makes your stomach flutter. You also acknowledge how the feeling is nice but not the tight knots in your gut that you get with Carly.

"One date." You mumble against his mouth and you feel him smile against your lips before he pulls back. "But, just so you know, I plan on eating my own weight in chili, cheese and potato."

"Hot." He grins, reaching down to struggle with his shoelaces. "I'll be sure to bring the forklift."

You reach out to trace his knuckles absently and his hands give up on his knotted shoestrings to clutch yours. "This is a little weird, right? You and me dating? Considering a year ago I hated you with the passion of ten thousand suns?"

"Oh, you never really hated me." He laughs, squeezing my hand. "You just didn't know how to express your feelings for me so you punched me a lot."

"Which reminds me…" You smile before pouncing on him and he makes a squeaking sound when you knock the air out of him.

And of course, because you're you and this is just how these things tend to work for you, the elevator hums to life and Carly exits it to find you choking Freddie…with your legs.

"What's going on here?" She laughs awkwardly and you wince as you look up, unhooking your legs and ignoring the way Freddie gasps for air.

"She's trying to kill me!" he cries and you throw him a dirty look as he rolls away.

"I am not!" You argue back pushing to your feet and you wait for Freddie to get halfway up before giving him a shove and he tips over thanks to his linked shoes.

"Oh." Carly murmurs and you give her a weak smile that she returns slowly.

"Alright, I have to get home." Freddie grunts, unknotting his laces before popping to his feet. " My mom and I have a dance class."

You can't hold in the explosion of laughter that bursts out of your chest. "What kind of dance class?"

Freddie glares at you before withering. "Hip Hop for beginners."

"Aw." Carly coos sadly while you laugh so hard that it feels like your guts are going to explode.

"Oh shut up, Sam." Freddie groans. "I'll see you later, Carly and Sam I'll see you Friday night."

"So, what's Friday night?" Carly in a way that is supposed to be nonchalant but definitely isn't and you stand slowly, brushing off your pants.

"Oh you know, me and Freddie are just gonna hang out together Friday night." You shrug, walking over to the car seat where your blue remote is resting on the hood.

"A date?" She asks softly and her voice makes you wince guiltily.

"Some people would call it that." You mutter glancing at her over your shoulder, "I mean, not me people but other people might…probably."

She's moving closer, you can feel her orbiting closer and you turn to face her in time to meet her lips head-on.

She kisses you so hard that your teeth hurt and your nose hits her cheekbone so hard that tears spring to your eyes but you still open your mouth to her probing tongue as that feeling, that overwhelmingly desperate needy feeling springs from your chest while you kiss her back impatiently.

You let her walk you back into the wall, your head thudding dully and you can hear the iWeb award wobble on its stand and feel the flashing walk sign dig into your shoulder painfully but all you can do is gasp into her mouth while her hands slip under your shirt.

You gather enough brain mass to realize why Carly is currently attempting to fuck you against this wall and you push her away gently with your hands on her slim hips.

"Why did you just do that?" You blurt when your mouth is no longer being occupied by Carly's tongue and she huffs out a breath.

"Because I wanted to." She whispers, eyes soft and there's something there that makes you want to let her kiss you but you know that she's just doing it because of Freddie and that doesn't sit very well in the bottom of your stomach.

"I need to go." You whisper and Carly sinks into you a little bit so you kiss her once more before twisting away from her and unsurprisngly it hurts a little bit. She gives you a small wave that you return before you disappear into the elevator and as soon as the doors shut you scream as loud as you can.

/

"I'm going to miss you Gibby Gibson!" You grin into the lip of your can, wincing as the bitter taste of beer hits your tongue while you watch Carly wrap her long arms around Gibby's thick form. They immediately loose their balance and some of the girly, fizzy, fruity drink Carly's holding spills from its red cup before splashing onto the linoleum kitchen floor. "And you have awesome hair!"

"So do you Carly, so do you!" Gibby sobs into Carly's shoulder as they tip into the stove with a crash before over correcting and stumbling into the refrigerator door.

"What is happening here?" Freddie practically drawls against your ear and for a second the low rumble of his voice drowns out the thump and boom of the music. You glance at him over your shoulder, the alcohol shining in his eyes and then down to the bottle of beer dangling lazily between his fingers while something like pride wells up in your chests at the sight of a corrupted Freddie Benson.

"Carly and Gibby appear to be having a moment." You laugh watching Carly brush her hands over Gibby's spiked hair, "A drunk moment…Gibby might be getting lucky tonight."

Freddie laughs, low and warm and too close and you drink more cold beer to fight the blood rushing up your neck.

"Hey," Freddie starts, pausing to drain the last of his beer like a pro and you blink at the way his throat works, hard and rhythmic before turning to watch Carly lick her fingertips and attempt to style Gibby's hair. You hear the glass bottle clunk onto the countertop before Freddie finishes his sentence. "Come dance with me."

His fingers hook in the belt loop of your jeans, tugging you backwards against him a little and you let yourself fall with a sigh.

"Carls," You call, already letting Freddie tug you out of the kitchen and Carly stops grooming Gibby long enough to focus on you, then on Freddie's wide hands around your waist. "I'll be right back. Don't have sex with Gibby while I'm gone."

"Sam, wait." Carly calls out, shoving Gibby away who immediately clamps onto the nearest innocent bystander. "Where are you going?"

You feel Freddie groan, the sensation rumbling from his chest and up your spine. "Me and Fredward are gonna go shake our booties."

Carly smiles at you, brittle and tight and you feel dizzy and guilty and drunk as you watch Gibby make his way back towards Carly, plastering himself to her back.

"I wouldn't mind getting' my groove on." Gibby declares and Carly gives you a lopsided grin.

"Me and Gibby will dance with you guys."

"Cool." Freddie rumbles and then he's clearing a path to the living room, your hand wrapped up in yours while Carly's finger curls around a loop in your jeans so you don't get separated.

The music is a slow, heavy pulse and you let Freddie pull you into his arms, your hands hooking around the back of his neck while you sway to the rhythm and his hands wander deep into the back pockets of your jeans.

Freddie smells good, like the perfect amount of cologne and he feels good, all solid heat around you and you could get lost in this hazy moment but then your eyes find Carly's and you're getting lost in the browns of her iris instead.

You let your thumbs slip over the fine hair at the nape of Freddie's neck as you watch Carly watch you and the two of you may as well be touching because her gaze is strong enough to feel.

You feel Freddie pull you even closer and you feel his lips press against your temple, murmuring words you can't even pay attention to because Carly's eyes are dark and heavy on you even as Gibby slips away from Carly to disappear in the crowd but Carly just keeps dancing, swaying all alone and you curl you hands into fist against Freddie's shoulders to keep from reaching out for her.

/

"So," You huff, pressing the phone tight to your ear so it doesn't jostle while you continue jumping on your bed. "Got any advice?"

You hear your sister laugh over the squeaking of your mattress and the thud of your backboard against the wall, "No, not really."

"Mel, c'mon, you're my older sister. You're supposed to help me with junk like this." You say, your calves and thighs burning as you bounce over and over again.

"Sam, I'm only older than you by eight minutes and besides, I'm pretty sure there's no chapter on how to deal with your sisters weird love triangle or its lesbian overtones." Melanie sighs. "And what the heck are you doing?"

"I'm jumping on the bed in my unmentionables, what's it to you?" You grunt, trying to touch the ceiling with your free hand.

"You sound like a hippo giving birth." Melanie says, "And have you talked to mom about this?"

"Yep."

"What she say?" She asks and you can hear her moving around on the other side of the line, you can imagine her at her desk, hunched over a book with her phone squashed between her ear and shoulder.

"She said 'Don't get pregnant' and told me to 'follow my heart' or some other crappy generic advice like that."

"Well that sounds like pretty good advice to me." Melanie decided and you roll your eyes and jump as hard as you can.

"Geez, neither of you are any help, ya know that?" You groan and Melanie laughs in what may be the world's most annoying way.

"Sam, this isn't something that mom or I can decide for you. You're the only one who really knows what's in your heart. Mom was right, you have to follow your heart."

You make loud, over the top vomiting sounds into the receiver and you can almost perfectly picture Melanie rolling her eyes. You know Melanie is right, her eight extra minutes of life making her wise but you can't let her know that.

"Whatever, Sam." Melanie's voice is irritated and you grin.

"Well, thanks for trying Mel."

"You're welcome, jerk." Melanie sulks. "I think I'm gonna go be for you make me come all the way home and kill you."

You laugh brightly and hear Melanie chuckle a little too. "Alright. I think I need to dance this situation out anyway. See you at Thanksgiving?"

"You know it."

"Hey Mel, I miss you." You admit quietly and you can practically hear your sister grinning at your show of emotion.

"Aw, I miss you too." Melanie giggles and then there's a click on the line and you toss your phone across the room, stopping bouncing long enough to reach over and flick your stereo on and then rock music is pouring through the speakers, rattling the walls.

You're so busy perfecting your air guitar that you don't even hear anyone knock on your bedroom door or push it open so you don't even realize Carly is in your bedroom until your mid head bang and she's shutting the door behind her.

And being caught rocking out wouldn't be so bad if you weren't doing it in just a tank top and underwear, not to mention braless, but Carly is watching you in this amused way that says she's not going to stop just because you're in your underwear so you ignore the blush blossoming across your chest and shoulders and keep jumping on your bed, heels digging into the mattress while you rock out.

You mouth the words, some guy with a raspy voice crooning about a girl and stop strumming your faux guitar long enough to reach out for Carly, gesturing her closer and she does so with a little reluctance in her posture but she takes your hand when you offer it and lets you haul her up with you.

You resume jumping on the bed, kicking your legs and screaming the words and ignoring the burn in your thigh muscles while Carly coyly takes up playing air bass.

Unsurprisingly it's hard to jump on a bed with another person but you guys manage, bumping into one another while you sing and you fumble the imaginary chords as you burn your way through a guitar solo when she brushes up against you and sings too close to your ear.

The song ends and then its just you and Carly standing in the middle of your bed and you laugh breathlessly while Carly's hand curves around your hip, pulling you close and the mattress dips awkwardly under your bare feet.

Carly's eyes are bright and shining and you grin at her as she threads her fingers carefully through your disheveled hair, tugging gently and you can't resist kissing her smiling mouth and you hear her inhale shakily, feel it against your lips just as the next song starts up.

The music is a loud and crashing thing and it rattles all the thoughts from your brain as Carly kisses you hot and slow, her lips sticky sweet thanks to the girly lip gloss that she likes to wear because it makes her mouth even prettier than it already is.

She pulls away from you and you follow her eagerly, cupping her face in your hands and she laughs against your lips, you can taste it, as her own hands move to brush over your chest and you make a sound that the music swallows at the jolt of sensation that whizzes through you.

She says your name, pulling away a little, you can't hear it but you see her smiling lips part around the syllables and then she's reaching under your tank top purposefully, hands smoothing up your stomach, thumbs tracing across your ribs and your breath hitches a little as her warm hands curve around your breast.

Her smile falls away and you know it's because of the way your looking at her, you are aware of how desperate and needy you probably look when you lean in to kiss her hard. Your heart is pounding so hard that Carly can probably feel it against her palms as the two of you fight to keep your footing on the bed, the mattress rolling awkwardly under your shifting weight.

You decide that trying to stand on a messy bed while making out is ridiculous and you remedy the situation by tugging Carly down on the mattress, yanking off her shirt in the process and then you fumble around a bit until Carly is hovering over you on shaking arms.

"Sam." You hear her loud and clear this time as you guide her down on top of you with a hand in the small of her back, the music fading out into nothing for just a moment.

You give a reassuring smile even though your whole entire body is trembling and lean up to kiss her. You kiss until your body feels swollen and weak, like your blood is too thick for your veins and your brain is too big for your skull while the music shifts from one song to another.

Carly eases away again but she's beaming at you, moving back to kneel between your spread legs and her hand trails over the waistband of your underwear while she stares down at you for a moment before sitting back on her heels and you watch her unbutton her own jeans with shaking hands.

You pull Carly back on top of you, kissing her hard while the two of you struggle with her jeans and then Carly holds perfectly still, mouth unmoving against yours while you tug off her panties with your hands and feet.

You've only had sex once before, if you can even call it that because in all actuality it was more eager, horny fumbling than anything else right at the beginning of this thing that started consuming you two whole at the tail end of junior year, you estimate that's about the time hormones started kicking in full force.

But In a move that even surprised you, you were the one to say that you couldn't do it again until you got everything figured out because the idea of loosing Carly because you couldn't stay out of each others pants made you physically ill but it feels like pressure has been building since forever and kissing her, touching her, having her touch you, is like relief.

And really, who are you to make up rules. You're way better at breaking them anyway.

Carly's hands help you out of your tank top and she smirks a little as she runs her fingertips over your breast, watches the way you react to her touch before leaning forward to paint a hickey on your collarbone.

You register the last song of the CD coming to an end and Carly's eyes are dark and clear as she lets her hand slip under the elastic of your underwear and you swear quietly, hear the tight breath Carly drags in as she touches you.

She moves carefully, kissing you and swallowing the sound you make when she presses two fingers slowly inside of you. Carly isn't the first person to be inside of you, that honor goes to Prescott Cohen who you lost your V card to last summer on a row boat, but it feels a lot better than it did that first time and you exhale shakily against her.

You don't last long because its Carly twisting her fingers inside of you, mouth wet and hot against your ear and what she lacks in general sexual experience she more than makes up for in enthusiasm.

Before you know it, you're arching as much as you can beneath her body, pleasure pulling so, so tight that you can barely breathe.

"Sam," Carly murmurs your name right against your ear as your body arches underneath her weight, your thighs clamping tight around her narrow hips until you come apart underneath her with a cry that doesn't even sound like you.

You shudder when Carly slips her fingers free, pulling back to watch you with wide, dark eyes and you squeeze your eyes shut and swallow, trying scrape together enough brain power to do more than tremble helplessly underneath her.

"Holy chizz." You croak as Carly leans down to mouth the curve of your jaw and you tip your face to kiss her lips.

"Was that okay?" She asks softly against your mouth and if you had more energy, you'd laugh but instead all you can do is cling to Carly.

"Are you sure that was your first time fucking a girl?" You ask, blinking up at her blearily while Carly trails her fingers over your chest, down your stomach and between your legs again absently, like she just wants to touch you.

"Yep." She murmurs proudly and you lean up to kiss her again.

You kiss her hard and hot and try to tell her how you feel right now, sweaty, wet and all tangled up with her, with just your lips, tongue and teeth and you think she gets it if the way she's shaking when she straddles your thigh is any indication.

"God, I'm so…" Carly trails off, breath hitching as she thrusts against you and she's so beautiful, all dark hair and pale skin. "Sam."

She only lasts six more thrusts, you count them as she moves on top of you and then she's finishing silently with your hands on her breast and your mouth open against her shoulder.

Carly slides away with a weak sigh and you roll onto your stomach with a groan, hugging your pillow a little but you keep your eyes on Carly, on her panting chest.

"You're such a pillow princess." Carly rasps, eyes squinting in amusement. "Who knew?"

And you roll your eyes while she grins at you, mouth reddened.

"Who knew that Carly Shay liked to top?" You shoot back and Carly blushes all the way to her ribs, dark eyes watching you reach out and trace the flushed skin.

Carly scoots closer, curling herself against you and you smile a little into your pillow. "Sam, I don't know what this means."

You wish you did but you don't either.

You know what that feeling, like your heart is swelling, is and you're familiar with the wanting feeling under your skin despite what you and Carly have just done but you don't know how it all fits into the big picture of things.

So instead of answering you watch Carly until her eyes flutter closed.

/

"Sam, what're you doing here?"

Carly doesn't sound happy to see you at all, it's the voice she uses when she finds out that you've done something illegal and for a confusing moment you wonder if maybe you did do some illegal activity yesterday that you just can't remember but yesterday was yours and Freddie's date and you spent most of the day with your hand tucked in his, perusing the Meats of the World exhibit at the Seattle Art Museum.

"I dunno, I just came to hang out." You shrug, playing with the doorknob of her bedroom door idly because suddenly you can't find the courage to step into her room and Carly doesn't look really look at you, just keeps lying on her bed like a corpse or something. "-but I can go if you don't want me here."

She exhales, slow and drawn out, eyes staring up at the ceiling. "How was your date?"

Your stomach lurches violently and you grip the wood frame of her door with the hand not on the doorknob to steady yourself. "It was fine."

"Just fine?" She moves now, rolling onto her side so she can stare you down and you shift your weight nervously.

"I mean, it was fine. We went to the museum, ya know, to get a little cultured and then we went to Chili My Bowl and I ate Freddie's weight in food." You mumble while she blinks at you in this totally unnerving way.

"What about after?" She asks softly, hands tucked under her pillow and you lean against the door jam.

"After?" You repeat dumbly even though you clearly heard her because you don't really know what she's getting at. "Nothing, he took me home."

"Did he kiss you goodnight?" She breathes.

"Yeah." You don't bother lying and Carly looks away from you, eyes focusing anywhere but you but you keep watching her.

"Did…anything else…happen?" She's frowning now and it hits you that this is Carly jealous, this is Carly curled in bed in her pajamas after noon because she's depressed over you and you've never seen her like this.

"Why does it even matter?" You ask softly and when Carly looks at you this time, her eyes are glassy with tears.

"It just does." She answers thickly, "I stayed up all night thinking about you and Freddie. I wanted to call you so badly, to just talk to you."

"You should've called." You murmur and Carly shifts a bit, her bare feet sliding against the sheets.

"I couldn't." She whispers and something like anger flares bright in your chest because you wish that Carly would just tell you how she feels, that she would stop fighting whatever this is.

"Why not." You demand and Carly rolls back onto her back.

"Because…" She starts; jaw working over words that she won't speak. "Just..because…"

"Because isn't an answer." You bite out in frustration and Carly sits up to face you, hands curled around the edge of her mattress, toes digging into the carpet.

"…Sam, I like you." Her voice sounds like you've never heard it and it makes you wince, the way there's something helpless and apologetic ringing in her words and you breathe shakily, try to name the feeling twisting in your stomach like slippery eels and can't. "I more than like you. I'm in…"

"No, you don't." You interrupt abruptly and Carly watches you with big, brown, red rimmed eyes. "No, you aren't."

"Yes, I am." She whispers firmly and that hot, sickening sensation in your stomach makes you slide down the wooden door frame till you're sitting, pulling your knees to your chest. "I am."

"No. You're not." You say, harder this time because she sounds so final, so resolute about it but she also sounds sad and defeated about it, like loving you is the worse possible thing that could happen in her life. "You like kissing me and you like touching me but you're not..."

"I.." She starts carefully, tipping her gaze upwards to the ceiling. "Like the way you sometimes smell my hair when you think I'm not paying attention. I like that sometimes, when you're thinking real hard, your forehead gets a little wrinkly and I think it's the most adorable thing in the world."

You can feel hot tears prickling at your eyes and you blink hard, looking away from Carly she sits hunched over at the side of the bed, shoulders slumped and spine curved.

"I like that you try not to do bad stuff in front of me but then you always tell me about it later and I like that you do stupid, girly things that you hate just because you know that I like it. I would buy you every single strip of jerky if I could because of the way your face lights up when you see dried meat. You're completely insane and I love all of it."

"Carly-." You croak, pressing your face to your knees because tears are breaking free and there's a shuddering in your chest that you can't stop but Carly just ignores you, keeps talking.

"I do like when you kiss me because it's like the best thing in the world and whenever you're not kissing me I wish that you were. I think about the times we were…together and the way you say my name when I touch you, that's why I like touching you. I like everything about you, even the obnoxious things, that's how I know chances are pretty good that I'm in love with you."

"Stop it." You finally manage, digging your fingernails into your leg because it feels like you're going to explode. "Why're you saying this stuff? What does it even mean?"

Carly is silent and you look up at her, watch her swallow.

"What does it even matter? Because I don't fit into one of those stupid little squares on that stupid whiteboard!" You gesture at said board and Carly glances at it quickly.

"It isn't stupid!" Carly interrupts and you roll your eyes, laughing dryly.

"Yeah it is! It's a big stupid list of stupid things you want but you're not going to get because your sitting here telling me that you-you are in love with me and if you hadn't noticed I'm nowhere on that big, jank, ridiculous board! I'm not some beautiful boy here to sweep you off your feet." You cry tearfully and emotions are squeezing their way up your throat, pouring out of the crack in your chest that you've been trying your best to conceal. "You say you have feeling for me like I'm some kind of disease but you can't choose who you fall for. It's not my fault that you feel this way."

"Yes it is!" Carly sobs suddenly, hands fisting against her thighs. "You don't treat me the way you treat everyone else, you don't look at me like you look at everyone else. I never stood a chance."

"Well I'm sorry for making eyes at you. I'm sorry for having feelings for you and making you all gay with my devious ways."

"Sam, stop it!" She spits angrily and you shove two fingers through the whole in the knee of your jeans, curling them until the denim tears more. "That's not…"

"No, I get it Carls." You breathe. "I get that you didn't want to fall for me, that I'm not what you wanted. You want a guy who will marry you and knock you up and you got me instead but you've always been what I wanted."

"You're not being fair. You've been dating Freddie, if you were so sure that I'm what you want then why…"

"I'm not dating Freddie." You bite out carefully. "Freddie and I are just friends…"

"Friends that kiss?" She asks, anger hardening her words.

"Dude, you and I are friends who kiss." You point out quickly. "And I'm sorry for wanting to hang out with someone who isn't ashamed of caring about me."

"Whatever." She mutters, tears still spilling down her cheeks.

For a long time you sit in silence and you claw at your legs absently because you don't know what to do with yourself beside listen to Carly's soft crying and your own wet, worn out breathing.

"Carly, I love you like I've never loved anyone or anything." The words explode out of you and if there was any chance for either of you to stop crying, it's lost in this moment. "Like I've never even loved ham and I love ham, Carly! In fact I couldn't love you more even if you were made of ham." You admit, hiccupping a breath then another. "And I don't want you to be miserable and loving me makes you miserable." You're choking on your own words and Carly's crying so hard now.

You push to your feet slowly with a hand to the wall, all of you muscles trembling like gelatin and your breath coming hot and ragged.

"I know you love me but I want you to want me." You admit tiredly, licking your dry lips. "If that's what you want…" you say pointing to the board again. "Then I'm not gonna be a monkey wrench in your plans." And then you're walking away, acknowledging that the emptiness in your chest is the spot where your heart used to be and ignoring the tearful way Carly is calling your name.

You make it out of the building, you don't even get harassed by Lewbert in the lobby and once you push through the buildings front door you run.

You run as hard and as fast as you can because if you don't your going to cry and fall apart so you keep going, arms and legs pumping down crowded sidewalks and between busy people until your pushing through the gate surrounding your front yard and it feels like you're going to die.

"Sam, I'm glad your home. I found this rash on my thigh…" Your mom's words die as you push through the front door struggling to breathe because your lungs are spent and because all of the emotion you've been fighting is pushing up through your torso. "Sam, baby, what's wrong?"

And then it's like an explosion and hard, painful sobs are ripping you apart and all you can manage is Carly's name against your mom's shoulder as she pulls you up into a hug.

You're mom keeps telling you to breathe and stroking your hair and all you can do is cry.

You're not sure how long you stand in the foyer, with your mom murmuring soft words into your ear while you clutch at the back of her blouse but eventually your tears stop only because you don't have anymore to cry.

"Oh,Sammy." Your mom coos even though you've told her a billion times you hate it when she calls you that, pulling back a little to brush her thumbs over your cheeks and you wince because your face feels hot and raw. "It's gonna be okay."

You shake your head because you don't think it will be.

/

It's the middle of the night when you hear the soft tap at your bedroom window and for a heart pounding moment you think it might be Carly but as soon as you climb out of bed on shaking legs you see that its Freddie perched awkwardly on the roof outside of your window.

"Fredward, what're you doing?" You laugh tiredly; hauling open the window and Freddie looks pale and terrified.

"You wont answer any of my calls." He swallows as you grip the clammy skin of his arm and yank him into your bedroom. "So, I waited for my mom to go to work, snuck out and came over. Also, that was very high."

"Well don't puke." You offer taking in his pale face. "And I lost my phone." That parts a lie because your cell phone is currently in a shiny broken pile in the backyard.

"Good, I thought you were avoiding me." He grins in the darkness and you wait for your heart to skip a beat but it doesn't.

"Not you I'm avoiding." You murmur heading back to sit at the side of your bed and Freddie follows, stumbling over a few random objects on his way.

"Carly?" He asks softly, sitting beside you and you nod a little reaching out to take his hand clumsily. "I heard you guys had a fight."

"That's an understatement." You sigh, leaning into his shoulders and his arm goes around you easily and you really, really wish you felt for Freddie what you feel for Carly because its nice to have someone who actually wants you but you can't just be with him when you know the difference between the way your heart skips with him and stops when you're with Carly.

"Well I figured you'd be kinda bummed so I got something for you." He whispers into your hair playfully and you smile against his chest.

"Cash?"

"No, two tickets to the meat festival next week." He laughs and you lift your head to peer at him in the dark.

"Dork, why're you so nice to me?" You ask curiously. "I mean, I've spent years torturing you. Why do you keep doing nice things for me?"

"I dunno, maybe deep down I'm some sort of Sadist that gets off when you're cruel to me or…" He pauses to push your hair out of your face. "Or I just really like you."

You kiss him because he's sweet and dorky and Freddie and because this should be perfect but it's not because all you can think about is Carly and your heart sinks.

You keep kissing him, trying to drive away thoughts of Carly with his taste but as soon as he lays you down on your messy bed, weight settling on top of you your crying, pulling your mouth away with a sob.

"Shit." You hear Freddie mutter as he moves quickly to your side and you roll towards him, burying your face in the curve of his neck as tears you didn't think you had left break free. "Sam, did I hurt you? I'm so sorry."

"It's not you." You choke out weakly and Freddie hugs you to him gently. "You didn't hurt me."

"Then, please tell me what's wrong." He breathes and you just cry a little harder, fighting to breathe through your hot tears. "Sam, please."

"I can't…I'm not…" You try but the words keep getting stuck in the tightness in your throat.

"Sam."

"I want to be the girl for you." You hiccup, "but-but I'm not."

"You don't know that." He whispers softly and it just makes you cry hard because you do know it. "I mean, yeah, you get me in trouble constantly and we got arrested that one time but it was worth it."

"Freddie." You sob softly, "I'm in love with Carly."

You feel his arms tighten around you for a moment and he releases a soft shaky breath and you expect him to shove you away, to get up and leave but he just tucks his nose against the crown of your head and says "I know." so, so softly.

For a while Freddie just holds you, arms warm and secure and you know that if it weren't for Carly hijacking your heart and your brain you could've let yourself be with Freddie.

"You know," Freddie starts after a while. "My mom is totally gonna have a reason to hate you now. You know, since you broke her little boy's heart and everything."

You smile a little against his collar. "I didn't think she could hate me anymore than she already does."

"Hmm, you're probably right." Freddie chuckles lowly. "You know she has a nickname for you?"

"What is it? Slutty devil child?" You wonder, tucking in closer to Freddie and he shifts to accommodate you.

"…okay so she has two nicknames for you. Slutty devil child and Brandy Alexander."

"Brandy Alexander?" You laugh and he squeezes you just a little, laughing too.

"Yeah, you know, like the alcoholic drink because they get you into trouble and they, uh, they go down easy."

You laugh, loud and bright and for the first time in days and it feels good. Freddie laughs with you until the humor kind of dies out and the two of you are just breathing quietly.

"I'm really sorry." You whisper and Freddie moves back to watch you through the dark.

"It's okay, Sam. "He says firmly. " I knew what I was getting into all along." And for some reason that breaks your heart.

"You know I'm going to hate every single girl you ever date, right?" You mutter, "With like, a fiery passion."

"Yeah, I know." He murmurs. "And I'm still taking you to the meat festival next week."

"Yeah?"

"Yeah, nobody will really appreciate a festival surrounding meat like you will."

"That's very true."

There's more silence and you try to shift away from Freddie, not because you want to but you don't want him to feel obligated to hold onto you longer then he has to but his grip on you tightens when you try to wriggle away.

"Is it…is it alright if I just hold you a little while longer?"He questions quietly and you sigh thankfully, edging in close again.

"You're such a sap, you know that?" You ask even as you fist your hands in his shirt and he hums absently.

"Yeah, I know."

You fall asleep in Freddie's arm and the both of you wake up at 4 am with a yelp and a gasp as your mom dumps a bucket ice water on both of you, ranting about how she's not gonna help raise any bastard kids that you two make.

/

The meat festival is glorious.

There are all sorts of cuts of meat from all kinds of animal and if it were possible you'd want to pack up everything you own and travel with the meat festival.

You grin as you watch Freddie chew on something that may or may not be platypus meat when you hear Carly say your name and a soft hand on your shoulder.

You twist around and Carly is standing there looking ridiculously pretty and you're fairly certain your heart stops beating for a moment.

"What're you doing here?" You ask softly and you feel Freddie watching you silently from the platypus meat booth.

"I need to talk to you." Is all she says and when you glance over your shoulder, Freddie is staring at both of you with an expression that's all confused eyebrows.

"How did you know where to find me?" You question, turning back to face her and she tucks her hair behind her ears.

"You're mom told me."

"Narc." You mutter absently while you eye Carly who stares back at you expectantly. There are bells and whistles going off in your head but some are telling you to go with Carly and talk while others are screaming at you to run away as fast as you can and it's all very confusing but your heart pounding in your chest is giving you a clear signal.

"What goes on?" Freddie asks softly, coming up behind you and Carly glances at him, something strange in her eyes.

"I just need to talk to Sam for a minute." She says softly. "Could you give us a moment?"

Freddie doesn't move until you give him a reassuring smile. "It's okay."

Carly watches Freddie move away and you watch her watch him before her dark eyes are on you again.

"So?" You ask and Carly swallows thickly, shifting her feet nervously before speaking.

"So…I'm sorry." She murmurs, brow furrowing. "I'm really, really sorry."

"For what?" You breathe, meeting her gaze and she smiles sadly.

"For being a coward." She offers with a self deprecating laugh. "Loving you doesn't make me miserable, Sam. It makes me warm and happy and my insides all bubbly. Being scared makes me miserable and I think I'm done being scared."

Your heart is pounding so loud that Carly should be able to hear it and you try to breathe. "What're you saying, Carls."

"I'm saying that I'm in love with you." She laughs again but this time the sounds is bright and pure like just saying the words out loud without fear feels good. "I'm saying that I love you like I want to be loved. Like I think you love me."

Relief comes in the form of tears and Carly looks confused at the way you're crying. "Sam?"

"What about your white board, all that stuff you want to do." You whisper and Sam rolls her eyes, moving closer to you so her forehead is pressed right against yours and for a moment all you can smell is her shampoo and barbecue ribs.

"That white board was a lame attempt to stop what I feel for you." She admits and your curl your hands over her hips, fitting into the space like they were made to go there. "I mean there are things I still want, like graduate and get a good job but I don't want a husband or a baby daddy, all I want is you."

"It was pretty lame." You laugh tearfully and Carly just grins brighter, her hands finding your face.

"I'm sorry for everything I put you through." She exhales and you lick your lips, squeeze your eyes shut. "I want to be with you."

"My mom is going to cry when I tell her about this." You giggle and so does Carly, her nose brushing softly against yours.

"I'm gonna kiss you now, okay?" She murmurs and you nod, tilting your chin upwards to meet her halfway.

It's most definitely the best kiss of your life and it is interrupted by a grumpy old lady.

"Get a room!" The old lady hollers and you glare at her before Carly's hand slips into yours, tugging you away from the confrontation and you don't even wonder where you're going until you see Freddie.

You stay quiet as Carly comes up behind him, calling his name to get his attention.

"Freddie, is it alright if I hang out with you guys for a while?" Carly asks carefully and Freddie's dark eyes bounce from Carly to you then down to your clasped hand, mind working before he's looking at you again, questioningly.

You nod a little and Freddie smiles, corner of his mouth lifting gently. "Yeah, of course. There's a snake meat booth over there that Sam and I wanted to try."

There's more relief and you lean into Freddie's side thankfully, as all three of you walk side by side, Freddie's arm over your shoulder and Carly's fingers laced with yours.