A/N: This was written for a prompt over at tweendom_anon: Carly/Freddie: What happened during the root and berry retreat? Note that this takes place sometime after the episode ends, where we see the interactions, the shirtless, digging Gibby... and the panflute.

Roots and Berries

Carly convinced herself the trip wouldn't be so bad. No way could it be that bad... Besides, she wouldn't be enduring it alone - Freddie would be there, too, to join in her misery. She talked herself up about it and finally thought to herself, It won't be that bad. It'll go by in a flash and then I'll be home again.

She didn't know it would be raining the entire time.

After Mr. Henning finally went to sleep, the remaining kids who were awake (a majority of them had been bored to sleep by the panflute) laid down and went to sleep as well. The tent was good sized, so there was plenty of room for everyone to have their own space.

The sound of the raindrops hitting the tent should've lulled her to sleep, but instead, it kept Carly awake. She rolled over, laid on her back, laid on her stomach, even counted sheep, but nothing would put her to sleep. Every time she thought about what could be outside, she got a little more scared. She kept thinking about how she was probably lying on top of a ton of worms at this very moment, nothing but a few layers of fabric coming between them.

Finally, frustrated, exhausted, and cold, she scooted over to get closer to Freddie, who seemed to be sound asleep. She brought her blanket with her, still wrapped around her, and pulled up the edge of his blanket, throwing the other half of his blanket and the other half of her own over their bodies, so there was nothing in between them. She then pressed her body up against his back and laid her her head right behind his, taking in the smell of his hair. His body was emitting a comforting warmth, and she snuggled her face into the side of his neck that was facing her, her lips right against his skin.

"What're you doing?"

She jumped a little, startled at the sudden break in silence. It was a hushed whisper from Freddie, who hadn't rolled over or turned around to ask her the question.

She shrugged against him, scooting in closer to him and pressing herself even tighter up against his body before whispering back, "I couldn't sleep. It's cold and I keep thinking about the worms outside..."

She heard a low chuckle come from his throat and smiled to herself, the sound of the rain hitting the tent harder now resonating in her ears. A loud crack of thunder echoed around them, and she jumped, gasping.

Freddie quickly rolled over to face her and wrapped an arm around her, pulling her closer into him. "You okay?"

She nodded against him. "Yeah, just scared me..."

He rubbed a hand across her back soothingly as she silently marveled at how much he'd grown in the past year or so. He was no longer the little Freddie Benson she'd always been slightly perturbed by... He was more of a... a man now. His chest was broad and strong, and his arms were large and comforting around her. Even in a whisper, she could feel the deepness of his voice echoing in his chest.

They laid like that for some time, the rain not backing down above them. It only came down harder and harder, more cracks of thunder coming more consistently. Only a few kids stirred in their sleep, though.

When Freddie's breathing had steadied and his body had relaxed around her, Carly had assumed he'd fallen asleep. She found her arm to be in an uncomfortable position, so she gently pulled it out from underneath Freddie's larger arm and slipped it around his waist instead, digging her fingers into his lower back just slightly. He flinched and she froze.

His body went back to relaxed again, though, so she relaxed as well and slipped her hand up the backside of his shirt, wanting to feel the warmth and softness of his skin. She gently ran her fingers up and down the expanse of his lower back, taking in the feel of the tiny hairs and smooth skin on her fingertips.

He stirred under her touch, and before she even realized it, his hand was on her thigh, his thumb stroking her skin. A tingle went up her spine and goose bumps formed up and down her leg, but she didn't move his hand. She was kind of... enjoying this. The closeness and the body heat and the... feelings.

She continued the steady motion of running her fingertips up and down his lower back, using it to calm herself as she felt his hand inch down farther and farther, more towards her inner thigh. She shivered underneath his touch and he paused for a moment before continuing.

A jolt of electricity shot through her when she felt his fingers finally reach the heat between her legs. He slowly started rubbing her with 2 fingers through the fabric of her pajama bottoms and her cotton panties. She shivered again, unable to hold back as her hips bucked forward just the slightest bit, her body begging for more contact. Her fingers dug into his lower back now to steady herself as his hand movements became faster and rougher.

He finally slipped his hand underneath the waistband of her pants, then underneath her panties, until his hand made contact with the smooth, warm surface hidden by fabric. His finger slid down to her clit, where he massaged it in slow circles.

Carly's breath hitched in her throat, and she pressed forward into him even more now, unable to hold back. Freddie's nose nudged her forehead, and she brought her face away from his chest to look up at him in the darkness. He closed his eyes and pressed his lips to hers, causing her to do the same. She kissed him hungrily, the fingers that were dug into his lower back pulling him and urging him closer to her.

He obeyed and let her wrap her leg around the top of his so she was more easily accessible, their chests and stomachs pressed together now. He started rubbing her clit faster, building speed the more she bucked into his hand. Their kisses became more ferocious and lust-filled, and he finally pulled away from her lips to kiss her jawline, then her neck, where he started nibbling at the skin. She let a small moan escape her throat, but quickly scolded herself for it, remembering to stay quiet because of the other people around.

Freddie's fingers drifted from her clit to her folds, massaging them faster and faster until he reached her entrance. She pressed towards him, but he teased her, pulling his fingers away at the last moment each time. He finally gave in, though, and inserted one finger, feeling her muscles tense up and eliciting a gasp from the brunette. When she relaxed again, he slipped in another finger, eliciting another gasp and more tightened muscles. He pushed his fingers in halfway before wiggling them around inside her, causing her to squirm underneath him. Her mouth found his neck and bit into it. He gasped, but recovered, quickly kissing her neck in response.

He moved his fingers around inside her, trying to remember some of the things he'd learned from the internet as he did so. It seemed to be working, because his long-time crush was turning to jelly right in front of him, her hips bucking over and over, begging for more and more. He shoved his fingers in farther, until they wouldn't go any farther, and moved them around a little rougher. Carly gasped, but quietly moaned in her throat, waves of pleasure hitting her. She grasped at Freddie's skin, gripping onto him for dear life.

He could feel the tightness of his pajama pants now, his erection throbbing beneath the fabric. He needed her, and now.

"Take off your pants," he whispered in Carly's ear breathily.

She quickly nodded and released the skin of his lower back, slipping her pants and panties down her legs and off completely. On instinct, her hands then shot to his pants, tugging on the waistband and getting them only part-way down.

Freddie slipped his fingers out of her warmth and quickly jerked his pants off the rest of the way until they were both exposed from the waist down. He grabbed Carly's hand and guided it to his hard cock, wrapping her thin fingers around the throbbing shaft. She tensed up, but tightened her grip on it and stroked at a steady pace. He had to hold back the moans that were threatening to escape his mouth, bucking his hips up into her hand. She quickened her pace, feeling the moist precome on her hand already.

Unable to take it anymore, Freddie gently climbed on top of Carly, positioning himself at her entrance and balancing himself above her using both elbows. The blankets covered their bottom halves as the wet tip of his dick slid with ease into her waiting pussy. She was already wet and on the edge from his fingers. She gasped when he entered her, her tight walls contracting around his throbbing erection. He gasped as well, shocked by the new sensation. She wrapped her arms around his neck and he leaned down, hastily pressing his lips to hers as she slowly went in and out a few times, building a steady rhythm and readying them both. He built speed, and finally, he was going at a rapid, steady pace in and out, both of their crotches covered in her juices.

She bit down on his neck again to stifle her moans, and he gritted his teeth to hold his own moans back from the mix of pain and pleasure. He thrust into her over and over, getting rougher each time. She only pressed into him for more, their hip bones bumping now and again as she pleaded for more with her body.

He started to feel that familiar sensation in the bottom of his gut and his breaths became shorter and raspier. By the way Carly was moving, he guessed she was getting close, too.

A few more good, hard thrusts into her tight, wet pussy, and he was on the very edge.

"Carly," he gasped out in a whisper. "I-I'm gonna..."

She nodded against him and bucked into him for more, trying to juice the moment for all it had. Freddie finally gave one last, hard thrust into her before releasing, tingling sensations running all throughout his body as his come emptied out into her. Her walls tightened and clenched like never before around him and she let out a small whimper as she, too, rode out her orgasm.

When they had both come down, Freddie slowly and gently pulled himself out of her and lay down beside her, his face covered in droplets of sweat and his breathing heavy. Carly relaxed underneath the blanket, breathing heavy as well.

"Wow," he muttered quietly.

She only nodded, blinking a few times.

After a few moments of silence, the only sound being the rain still hitting the tent, Carly wriggled around, feeling something oddly-shaped underneath her back. She reached behind her and pulled out a root, which she had apparently been laying on. She sighed, holding it out to Freddie.

"Root?"

end.