A/N – I began writing this in September of 2014 in the notes application on my phone. I've updated it here and there over the past year or so, usually when bored, and was surprised when I learned I'd surpassed 8,000 words. I miss Cam fanfics and I miss waiting for the next installment of my favorites, so I'm posting this for nostalgia's sake. I've done next to no editing for content, continuity, or grammar, and don't plan to.

As always, I own nothing.

Chapter One

"What are you doing?" Carly Shay's voice was slow and slurred. She'd been asleep just moments ago - before the loud THUD of her windowpane shutting closed awakened her. Her brain hadn't quite caught up to the rest of her senses. Although it was dark, she didn't fear the sound or the intruder who was now standing in her bedroom. She knew who it was, and she'd also learned long ago not to be scared by strange noises in her room at odd hours of the night.

"I can't sleep." A quiet, disembodied voice replied from the darkness. As Carly's eyes adjusted, the form of her best friend began taking shape. Even in the darkness, Carly could tell she looked sad.

"What's wrong, Sam?" She asked as Sam stood rubbing her arms and twisting her hands together like she always does when she's nervous. Or when she wants to say something but can't find the courage. It took Sam a beat to reply.

"I don't know." She choked out, throat tight from the tears threatening to spill.

"Come here." Carly told her softly. Sam readily obeyed. She always does when it comes to Carly.

She slipped into the bed and lied down as Carly snaked her arms around the shorter blonde. This was becoming routine. And though Carly never minded, her quiet concern for her best friend grew more and more each night.

"Tell me about fourth grade." Sam requested in her voice reserved just for moments like these, the ones under the sheets. It was quiet and childlike, soft and slightly sad.

"You know about fourth grade." Carly gently laughed. "You were there."

"I know, but I wanna know what YOU remember. It's all a blur to me."

Every time Sam had come to Carly's late in the night, she'd asked Carly to tell her about her life pre-Sam. It'd started when Sam was upset about her mom's absence. Sam's mom was an on-again-off-again alcoholic and was notorious for leaving Sam alone for days - sometimes weeks at a time at their apartment.

"Tell me about your mom." Sam had asked. And Carly, not one to drum up old feelings of grief and loss and sadness, finally realized she was at a point in her life where talking about it was okay. At least with Sam.

She'd recalled the best few memories she had of her mother, before the breast cancer surfaced and she was taken away. Carly was young, only 7, but it hurt all the same.

Later, Sam had asked more about Carly's life. "Tell me about your favorite vacation." "Tell me about your best memories of childhood." "Tell me about your favorite moment with Spencer." "Tell me about your dad." This went on until Sam began on school years.

"Tell me about your first year of school."

"Well, I don't really remember much. It was kindergarten." Carly had laughed. "But, umm... Oh! I remember when Joshua Mooney pushed me into the dirt and I cried for so long he started feeling really bad and gave me his jumbo crayons to make it up."

"I also remember Mrs. Kimble and her sun dresses. I always thought they were so pretty." Carly's stories had a calming effect on Sam. More calming than any of the anti-anxiety medicine she'd been prescribed in the past. Carly continued her recollections. She really enjoyed reminiscing.

"I remember..." were usually the last words Sam would hear before drifting off, mind finally at ease. These stories continued all the way up to the year Carly and Sam met.

"The fourth grade was the best one yet." Carly told her friend as they faced another, wrapped up in each others arms. She softly rubbed circles into Sam's back, something Carly's mother used to do to calm her when she was young. "That's when we met." They held each other's gaze, barely visible in the night.

"You knocked me out of my seat and stole my tuna fish sandwich."

"But you stole it back." Sam grinned, remembering the best day of her life; the day everything changed for the better.

"You can't steal what originally belonged to you." Carly smiled and lightly jabbed her finger into Sam's side, making her point. Sam, secretly ticklish, grabbed at her fingers on instinct, laughing softly.

"Stop...you know I'm... ticklish...there." She wheezed out between laughs. Carly joined in before realizing their volume and shushing them both before Spencer, who was probably still up working on his latest sculpture, heard and came to investigate.

As they wound down, Sam held firm onto Carly's fingers, slowly slipping her own in between until her hand gently gripped the brunette's. They'd held hands before, but never like this. Never so intimately.

Carly let Sam bring their hands up to Sam's chest, where she held onto her friend like a security blanket. Carly could feel the heat radiating off of Sam and it felt so... safe. She'd grown really fond of their late night slumbers together. She misses Sam's presence deeply on the nights the blonde doesn't come.

Sam's body relaxed and her eyes grew heavy as Carly watched her best friend drift to sleep.

"Sam?" She asked softly.

"Mmm?" Sam answered.

"Tell me your favorite memory." It only took a few moments for Sam's sleepy voice to reply.

"You." She mumbled out, half asleep, but still alert enough to respond. "They're all of you."

She let go of Carly's hand as she turned onto her other side, adjusting herself for a more comfortable sleep. Carly watched the back of her head, listening to the change in Sam's breathing as she fell into a peaceful slumber. She waited for a few more moments before wrapping her arms around Sam's middle and hugging herself close to her friend. In her sleep, Sam held onto Carly's hands and they both left reality behind in favor of dreams.