A/N: One day Miss SquishyCool pitched an idea to Miss Lucy Carrigan about collaborating on some iCarly fanfiction of the Spam kind. Lucy Carrigan immediately agreed to it. The two fierce femmes brainstormed ideas until one night, Lucy Carrigan was watching the timeless teen classic She's All That and an idea formed in her head... Why not do a modern take on the traditional My Fair Lady concept but more differently and with an iCarly twist? Beaming with joy, Miss Carrigan rushed to her computer to pitch the storyline to Miss SquishyCool. They exchanged ideas planted on the storyline and with Miss SquishyCool's badass supreme prowess for editing and story development combined with Miss Lucy Carrigan's adoration for (somewhat) schmaltzy plots and screenplays... VOILA... A STORY WAS BORN!
Lucy Carrigan writes the odd-numbered chapters, and SquishyCool writes the even-numbered chapters.
& Yes, you will probably find plenty of references to other movies/TV shows over the course of this story.

Disclaimer: We don't own anything. As much as we wished we did, that most certainly could not happen. Karl and Bianca are our original characters (Fun Fact on Bianca: She's Lucy Carrigan's brainchild; a combination of Kim Kardashian and Vanessa [Ursula's human form] from The Little Mermaid).


Chapter 1

6:05 am.
The alarm clock blinked and buzzed in Sam's room, but she still didn't move. Originally, the clock was set to wake her up at 5:50, but she knew she could never wake up that early. Peacefully, Sam slept through the buzzing sound dreaming about ham sandwiches or pizza or possibly dreaming about the night before when she and Carly had lucked out at Inside Out burger being the 100th customers that day and winning free burgers and fries. Whatever it was she was dreaming about, it kept her in a heavily sleeping state.

The alarm buzzed a second time, now blinking 6:30 am.

"Shut up…" Sam moaned. She raised her head slowly, followed by a hand out from her blanket to turn off her alarm clock. After it was off, she turned it to check what time it was.

"AGH! I'M LATE!" Sam jumped out of bed and found whatever piece of clothing she could find and got dressed. She had fifteen minutes to get dressed and fifteen minutes to get to school. As soon as she was dressed for school, she went to her mom's room and knocked on the door.

"Mom, wake up! I need a ride to school!" she yelled, persistently banging on the door. "I'm really late!" she kept banging on the door until it opened.

Mrs. Puckett appeared in only a robe. "Girl, you know not to be knocking and yelling out like that, especially this early! Now what do you want?"

"I need a ride to school," she replied as she looked over her shoulder to see her mom's boyfriend, Karl, sleeping in her bed. "And what's Karl doing here? I thought you broke up with that dickface weeks ago."

Her mother gave her a smug look. "I took him back."

"Why? All he did was beat the crap outta you and make you his personal slave," Sam protested, distracted from being late now by the bad choices her mom was making.

"Why don't you quit asking those damn questions and get your ass to school, girl?" her mom snapped, fed up with being interrogated.

Sam sighed. "Yeah, well, that'd be a lot easier if I had a ride."

"Take the bus."

Sam arched an eyebrow. "I don't have money."

Then it was Mrs. Puckett's turn to sigh. "Do I have to do everything around here?" She grabbed Karl's wallet from the nightstand and handed Sam twenty dollars. "Here. Don't spend it all; it's gotta last you for the whole week."

Sam rolled her eyes, taking the twenty-dollar bill and turning to leave. "Later." She grabbed a packet of crackers from the kitchen and off she went. The bus came and got her and she arrived at Ridgeway High School with five minutes to spare. Sam walked up the front steps of the high school amongst the sea of teens loitering in the front.

"Hey Puckett, nice mustache. What's it made of?" a jock said to her as soon as she stepped into the building.

"Your mom's chest hair," she snapped back without a thought, walking into the hallway to get to her locker and leaving the laughs and snickers of the jock's friends behind her.

"Hey!" Carly Shay came up to her, clad in her cheerleading outfit she often had to wear to school. "I was waiting for you out near the back. Why're you so late?"

"Those food dreams kill me, Carls…" Sam shoved books into her locker, shaking her head. "Plus, my mom didn't want to give me a ride to school this morning…"

"Karl?" Carly assumed.

"Yup…" Sam replied in a disappointed tone.

"That's crazy. Why didn't you call me? Spencer would have picked you up on the way, too…" the girls began to walk down the hallway, side-by-side.

"Because I ask nearly all the time… I'm pretty sure your brother is sick of driving me around," Sam replied, juggling books and steadying them in one arm.

"He's not. He really doesn't mind. But hey, pretty soon we probably wouldn't need any of them to drive us around. I'm getting my license next week!" Carly announced excitedly with a grin.

"Awesome, Carls! Oh my God, that'll be a lot easier…" Sam beamed, letting out a sigh of relief.

The girls walked down the hallway to get to their class. It seemed like only yesterday that they were still doing the webshow that they created when they were in middle school.
Now, iCarly was on hiatus. The trio were already seventeen and in their senior year of high school, and found themselves juggling more than just tons of homework these days. Between the years, a lot had changed for Carly: she joined the cheerleading squad and student council. Sam, however, remained the same. Carly had tried to get her to join the squad, but it just wasn't her style. Sam loved her Bermuda shorts, sneakers, and t-shirts. Plus, she'd rather beat up cheerleaders than be one.

"Hey ladies," Freddie greeted with a confident smirk, walking up beside the girls. "You're looking mighty fine today, Miss Shay."

"Thanks, Benson," Carly replied as she smiled, used to accepting the compliments by now.

Sam cleared her throat. Freddie and Carly had been making googly eyes at each other for way too long. "Hey, I didn't disappear…"

"Oh. Hey, Sam," Freddie greeted flatly. "Well, I'm gonna get to my class. Catch you guys later."

Once he had walked far enough away, Sam spoke up, shaking her head and watching his confident stride. "I can't believe that little nub acts like he runs this place…"

"Let him have his moment in the sun," Carly replied, still tired of the way Freddie and Sam never gave up their bickering.

Freddie Benson… It was amazing how he went from invisible dork to established campus hottie. Puberty slowly kicked in during their freshman year and as sophomore and junior year passed, he had transformed into a handsome young man. Pretty soon, girls, including Sam, started to take notice, and he had plenty of new friends ever since he tutored the football team and got them all passing grades.

Sam used to taunt and tease Freddie. But every time he walked by, she went weak in the knees. Who would have thought that Freddie would be the object of affection for so many girls, including her? But she knew Freddie could never be interested in her, even after all these years of being friends. He was way more interested in girls who acted and dressed the way they should… girls like Carly.

After school, the girls walked to the Shay loft. On the way, Sam kept her head down, staring at her shoes.

"Sam, we're almost there, and you haven't said a word. Why do you keep looking at your shoes?" Carly inquired.

Sam looked up to meet Carly's eyes. "Am I pretty?"

"Oh god, here we go again…" Carly rolled her eyes. "You're very pretty. And who cares if Freddie doesn't think you're pretty? He's just a regular high school guy. You'll eventually find someone who likes you for you…"

The girls continued to walk and minutes later arrived at the Shay loft. As they got through the door, they found Spencer on a ladder working on a sculpture. "Hey, girls," he greeted, carefully turning around to glance down at them.

"Hey," the girls replied in unison as they dropped their bags near the door and settled on the couch.

Sam jumped back into her and Carly's conversation, not caring if Spencer heard her or not. "I don't want to like anyone else… I want to like Freddie. And I want him to like me back." she crossed her arms. "You don't think guys go for girly, prissy girls all the time, do you?"

"Well, lets ask a guy…" Carly turned to Spencer. "Hey, Spence, do guys always want a girly, prissy girl?"

"It depends on the guy," Spencer admitted, slowly climbing down from his ladder. "I would say that that's normally what a guy would like, but I, on the other hand? I go for the simple girls…"

There was a knock at the door and Spencer rushed to get it. As he opened the door, there stood Bianca in all her mini dress, high heels, dark skin, and heavily made up sultry glory. "Spencer!" she called out in that annoying high-pitched voice. "I'm sooo not happy with you right now…"

"What's wrong, babe?" he asked nervously.

"You promised to drive me to the mall and here you are still working on that dumb giant cookie thing…" Bianca said, giving a loathing look behind Spencer to the sculpture he was working on.

"Well, I don't think I could go today, babe. I really have to work on this. My deadline is tomorrow…" he explained quietly.

"Fine." Bianca pouted angrily, crossing her arms. "Then I don't think I could buy that silk negligee I was gonna wear for you tonight…"

Spencer felt himself almost melting. "Alright. Um, why don't you go get dressed and I can drive you? I'll just wake up really early and finish working on it, I guess… It's only due in the afternoon…"

"That's a good boy," Bianca's face lit up with a pleased smile as she kissed him on the cheek, then turned and went on her way. Spencer closed the door and turned around dejectedly to find Carly and Sam looking at him with raised eyebrows.

"Wow… Simple girls, huh?" Carly stated.

Bianca Stepp was a new girl who had moved into the building just months prior. Spencer caught his first glimpse of her while he was doing laundry. He was all alone in the Laundromat when a pair of nice legs in daisy dukes walked in. He found the top half to those nice legs wearing a low cut and almost see-through top. It drove Spencer wild; he could never resist girls with supermodel looks. He spent a great amount of time trying to impress her and ask her out on dates, but she always declined.
Then, finally, Bianca had read in her Cosmopolitan magazine that it was trendy to have a dorky artist boyfriend, and she promptly decided to take Spencer up on that date.

Spencer was happy for a while. But now he was beginning to want more than just sex in their relationship. Sure, it was great, and her attractiveness added wonderfully to it. But he wanted to be serious; he wanted someone he could talk to honestly for more than 5 minutes at a time; he wanted someone who could appreciate what he liked and what he did for a living… He wanted someone that thought for themself. He wanted to change Bianca. But he wasn't sure if he actually could.

"Okay, so she's not everyone's idea of simple. But I like her. She has a good heart," Spencer made his usual excuse, heading back over to the ladder and starting to put his tools away.

"Yeah, underneath those fake boobs," Sam retorted. The two girls laughed as Carly got up.

"I'm gonna go check the mail. I'll be back." she said, leaving the loft and closing the door behind her.

Now Sam and Spencer were alone. Sam looked at Spencer, watching him stare long and hard at his sculpture and wondering what he could possibly be thinking that hard about. "I think I'm gonna have to ask for an extra day to finish this thing…" he finally sighed.

"Why don't you just tell Bianca that you can't take her to the friggin' mall today? Get up in her face if you have to. She's gotta understand…" Sam suggested.

"Yeah, well, it's not that easy, Sam. She'll throw one of her crazy hissy fits, and then it'll take me days to make her happy again," Spencer explained.

"I don't understand why you're with her," Sam said bluntly. "Okay, yeah, she's super hot… But you two are complete opposites. You deserve someone way better, who actually understands you and listens to you and all that junk."

Spencer looked at Sam for a minute. She was right. But he couldn't leave Bianca for the life of him, and he wasn't completely sure why. "I don't know… I just keep thinking she's one of those people that get better the more you get to know them, or the longer you're with them…"

"I'm not really trying to tell you what to do with her… Buuut I am saying that you should dump her. You might have already found someone who's perfect for you that you don't need to wait on changing or whatever, and don't even know it, because you're too busy trying to keep Miss Prissy Pants happy twenty-four-seven…"

Spencer smiled at Sam for a moment, knowing she was right, and unable to resist liking how she always stated everything so simply. Just before he replied, his phone rang.

"Hello?" he put it to his ear, listening. "Hey, babe… Okay, I'll be there in a few…" he hung up and grabbed his jacket. "Alright, well, I need to get going. Later, Sam. Tell Carly I'll be back by dinner."

Sam watched Spencer walk out the door, leaving her alone in the loft for the time being. She shook her head. When will men know what's good for them?

to be continued…