and all she does is smile.

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"Carly, I like you. A lot."

"Carly. I kind you. Again. No. That's stupid."

"Carly, I know that maybe you don't want to hear this because of our past, but..."

"Carly. I'm in love with you."

A few petals fall to the ground. He's had the flowers out of water for too long.

It's not that he's anxious, really. He just can't breathe or think or eat, that's all, and the flowers are wilting. Gingerly, he places them back in the vase and sighs.

Freddie Benson is at a place he never thought he'd be again. Honestly, now that he's here, he's not sure he ever left. He's back to her. Back to soft glances and pretty brown eyes when his mind wanders.

It feels like he's waking up.

So he wants to tell her, tell her for real this time. Maybe she'll give him a chance this time around. He's seen something in her eyes that he can't quite decipher and sometimes he thinks she's in the same place he is.

Spencer's hanging with Socko. Sam's tied up with other plans. It's tonight or who knows when. Freddie fishes the flowers back out of the vase, then thinks better of it. He should just tell her, not make some grand show of it.

She doesn't seem surprised when she opens the door to his knock; if she is, it's just because he knocked at all.

"Hey. I didn't know you were coming over," she says, sounding somewhat pleased, at least. He swears she gets prettier every time he misses seeing her, even though it's only been since school that morning.

He spreads out his arms, trying to appear casual. "Well, it's Friday night, and you said you didn't have any other plans."

"I don't."

"Now you do. If that's okay, that is."

"Of course." Carly closes the door. The air in the apartment calms his nerves. The scent is so familiar, how could he possibly feel nervous here?

He realizes she's standing there expectantly. He clears his throat. "Well, uh, want to see a movie?"

"You mean like, go out, or watch one here?"

Freddie can't tell which answer she wants from him. "Whatever you want. I heard that new movie with uhm...Allison...whatever, I heard that's pretty good."

"I don't want to go anywhere. I look junky." Now she's pouting and sitting on the couch. He takes the seat next to her.

"You look great. But, if you don't want to go anywhere, we can always watch something here..."

She sits up a little straighter now. "Hm, okay."

He wonders how she'd react if he put his arm around her, but he's not brave (or stupid) enough to try it. "What do you want to watch?"

They flip through the channels and paw through the movies, finally deciding on some romantic comedy that Carly seems embarrassed to love. It's not too bad, especially with microwave popcorn, root beer, and her sitting next to him. Some of the jokes fall flat, but one time he almost snorts the root beer through his nose. She looks at him then, and starts giggling so much they have to rewind the movie, having missed five minutes, at least.

The credits are rolling when Freddie thinks, could we just be like this all the time?

He realizes quickly that he did not think this; evidently, he said it. She looks shocked and he feels like shoving his head inside the empty popcorn bag (but he hates it when his hair feels greasy, plus it really wouldn't help the situation—so he doesn't).

Then she looks at him, really looks at him.

She looks at him, and it means everything.

"I'd like that," Carly gets out finally, and he blinks at her for several long seconds.

He's not sure who makes the first move, but before he knows it they're kissing. It's not like their "last first kiss" at all. That note of urgency, secrecy, is gone. Now it's gentle, chaste. Her breathing has become very steady, and vaguely Freddie observes that the movie has returned to the menu screen.

They break apart. "You're blushing," he says, rather surprised.

And all she does is smile.