AN: This is a one shot for now. Hope you enjoy! Any and all mistakes belong to me, and iCarly to Nickelodeon, many thanks for letting me borrow them!

In the dead of night, 16 year old Carly Shay slept while unbeknownst to her, mere tens of feet away a certain rambunctious blonde was sliding her trusty lock picking tool into the lock of the door to the Shay loft. Sam grinned lazily when it clicked open and made her way into the apartment with surprising finesse, pure instinct guiding her through and around obstacles in the familiar darkened living room. She made a bee-line for the fridge sussing out her options for a moment before redirecting her thoughts.

'Bet Carls would make for a tasty treat', Sam thought to herself with a sly grin and a snicker, the pot she'd smoked not an hour ago rendering her a bit goofy even for her own standards and a lot mindful of a throbbing feeling in her heart and dipping down to her groin at the implication of the thought.

Abandoning the fridge, Sam crept upstairs so as not to wake Spencer. The image of Carly's older brother inexplicably dressed in his ducky boxers, antique looking football pads, a hard hat and wielding nun-chucks shouting, "Stop intruder! Or prepare to meet thy doom!' would forever be ingrained as an amusing if not slightly disturbing reminder of the time Sam had forgotten about the possible need for discretion at 1:30 in the morning. She'd always been a night owl and the fact that some people actually slept at night occasionally slipped from conscious thought.

Sam was relieved when her best friend's bedroom door handle turned easily and had one less lock to deal with. But, she mused, Carly was good about keeping it unlocked as it was. Carly had offered to make Sam a key so she wouldn't have to risk the possibility of getting caught picking the lock during her late night break-ins but the blonde had just smirked and reminded her that that would be no fun.

Carly never said anything when she woke up with Sam curled around her, an arm slung across her rib cage and their legs tangled together. She knew that Sam's step-dad was a dick and though she normally came off as indifferent when she'd talk about their latest blowout, Carly could see that it was wearing Sam down. Carly couldn't imagine what it was like to have your mom's husband treat you like shit while your mom can't or won't do anything about it. Once or twice a week Carly could count on waking up next to the blonde who spent almost everyday there anyway and Carly couldn't say she wanted it any other way because she loved Sam and she just didn't feel right on those rare days that she didn't see her.

Sam never let her problems overwhelm her completely and maintained her clever and abrasive attitude throughout the years. While she'd finally toned down the constant stream of insults directed at anyone on sight save for Carly, Sam still seemed to have a soft spot for torturing Freddie much to Carly's occasional dismay and hidden amusement. She wasn't as harsh anymore and she'd at least stopped being physically violent with him so that was enough for Carly's conscience.

Sam spied Carly's silhouette easily after entering her room and clicking the lock in place. She made her way over to the full sized bed silently kicking her shoes off along the way. Next was her jacket then her jeans which were both tossed in indiscriminate directions. Sam stared down at the brunette for a moment who was laying on her back, her hair splayed across her pillow, an arm tossed above her head and the other draped across her stomach. Her comforter stopped at her sternum giving Sam an unobtrusive view of Carly's thin, toned arms and collarbone and pale skin glowing almost ethereally in the moonlight.

Sam was hyper aware, the closer she got, of Carly's deep breathing and the way her chest rose and fell and she briefly considered that maybe coming here completely ripped in the middle of the night wasn't the greatest idea. Never one to be deterred, Sam made it to the bed and slid under the covers scooting close and tucking her face into Carly's neck.

Breathing in deep, Sam smelled coconut and strawberries and it was all she could do not to taste the skin that was so close and available to her mouth. Sam trailed a finger down Carly's neck and across her collarbone causing the sleeping girl to shudder. Sam filed the reaction away for possible future use.

"Carly.." Sam whispered flattening her hand on her stomach and shaking gently. "Carls."

Carly moaned softly but didn't open her eyes. She could smell the sweet and slightly acrid scent of smoke on Sam who for the most part avoided getting high before going to see her.

"If it is any time between 1 and 5 AM you are so dead Sam." Carly rasped out sleepily. She felt hot, moist air against her neck when Sam chuckled and said "my bad."

More awake now, Carly was aware of a hand tracing indecipherable patterns across her stomach and the low thrumming it was causing throughout her body. "You have no food in your fridge.." Sam said quietly with an audible pout.

"Your hunger must be insatiable with the added on 'munchies' effect." Carly teased twisting a blonde curl around her finger subconsciously.

Sam chortled. "You have no idea."

Seeming to have grown a mind of it's own, Sam's hand had dipped under the blanket and her fingertips were now brushing the skin exposed between Carly's tank top and pajama pants. Carly stopped breathing for a split second then concentrated on calm deep breaths. Meanwhile her heart was hammering in her chest as the touch burned pleasurably where it meandered. Sam's foot found it's way between Carly's and she trailed the top of it along Carly's ankle and calf.

"S-sam?" Carly stuttered as Sam's fingers trekked north across Carly's bare stomach bunching her shirt up slightly, her muscles clenching and unclenching as they went.

In truth, Carly didn't know what she wanted to ask. 'What are you doing?' was the most obvious question on Carly's mind but also, 'Why are you doing it?' and 'Why does it feel so good?'. Carly had never actually entertained the idea of anything sexual between Sam and herself but as Sam's hand inched up her side, her thumb grazing her breast, Carly began to consider that her body was ahead of the curve of that particular thought process because it was reacting exponentially to Sam's touch that was getting more bold by the second.

Sam's bare leg slid between Carly's, her knee high between Carly's thighs but not yet putting pressure anywhere.

Sam's lips, which had been precariously perched just inches from Carly's jugular, finally gave in and tasted the sweet, salty skin of Carly's neck. This time Carly gasped, her neck straining to allow Sam better access which the blonde made certain to take advantage of.

"Sam." Carly breathed, no longer a question but a statement of the effect Sam's ministrations were having on her. Sam felt a jolt go through her body when Carly said her name like that; all lusty and breathy and just so ri-god-damn-diculously sexy. Sam's fingertips edged up and over the mound of Carly's

bare breast, twitching just slightly when met by Carly's hardening nipple. Carly swallowed hard, her shallow breaths now audible in the quiet room as Sam's hand covered Carly's breast, the nipple tightening even more against Sam's palm. Sam trailed kisses down Carly's neck scattering more against her collarbone, tongue darting out occasionally and tasting skin.

Despite her seemingly knowing advances, Sam's heart was tight in her chest at the sensation of the object of her mostly clandestine desires quivering beneath her so willingly. She flicked her thumb across Carly's nipple causing a beguiling keening sound to erupt from the back of Carly's throat and Sam's eyes to flutter closed for a few seconds while she inhaled shakily.

As turned on as she was before she'd even started touching Carly, the sounds the brunette was making now were driving her mad and Sam couldn't help the whimper that escaped her lips when Carly arched into her hand.

Sam rolled on top of Carly then, her thigh snug between the brunette's and took this opportunity to gaze into rich chocolate brown eyes. Carly snared her bottom lip between her teeth when Sam's normally bright blue eyes met her own. Sam's eyes were now several shades darker, her pupils so wide the murky blue was hardly visible.

"I want…" Sam began, trailing off suddenly shy.

"What?" Carly asked breathlessly, not sure she could deny Sam anything in this moment.

"Can I kiss you?" Sam asked softly, eyes trained on Carly's. The brunette's fingers curved around Sam's slender neck toying with the baby hairs she found there.

"I think I'll die if you don't." Carly admitted with a shy smile. Sam's grin was wide, her eyes growing impossibly darker as her tongue flicked out wetting suddenly dry lips.

Sam dipped her head down and stopped a breath's width away from Carly's lips and hung there for just a moment before Carly surged forward surprising the blonde who moaned into Carly's mouth and reciprocated the kiss heartily. Carly's hands buried themselves in Sam's curls holding her head in place.

Carly opened her mouth to Sam's probing tongue and then it was dueling with her own while Sam's hands roamed frantically seeking Sam didn't know what. Skin? Solace?

Carly's hands were starting to catch on and slid down Sam's sides and up and over her ass squeezing lightly and grinding Sam's hips into her own. Sam wrenched her lips away for a moment trying desperately to catch her breath as her body buzzed before capturing the brunette's lips in another heated kiss that Carly felt absolutely everywhere.

The blonde's hips pressed into Carly's and fit so perfect that Sam pondered momentarily how realistic a lifetime between Carly's legs would be until Carly pushed back and suddenly thought wasn't as prevalent as the white heat building and shooting down to her toes.

Sam met Carly's ministrations and soon their bodies were moving together as one. Sam could feel every inch of Carly's skin that met her own, so heated it felt scorching and still Sam could not get enough. Carly wrapped her legs around Sam's hips and Sam bit onto Carly's shoulder to muffle her helpless moan.

Carly's breathing had grown erratic and Sam could feel that she was close. Sam's own body was lost to the rhythm, her entire body pulsating and following Carly's lead. Suddenly Carly thrusted back, uncontrolled and frantic and then "Oh fuck, Sam."

It pushed Sam over the edge and Carly immediately followed, arched and frozen against Sam as her last breath came out in a low cry. Her body trembled afterward and Sam's shaking fingertips grazed her cheek as she placed a gentle kiss on Carly's lips.

Sam moved just slightly so that she was still half on top of Carly, and arm and a leg slung across the brunette. Their chests were still dragging in air and Carly let out a startled, "Wow."

"Yeah.." Sam replied, sounding both a little smug and tired.

"We just…"

"I know." Sam's eyes opened and she lifted her head slightly. "I.. I mean. Are you okay?"

"Of course." Carly kissed Sam lightly. "Let's go to sleep and over think this in the morning hm?" Sam grinned lazily and returned to the comfort and warmth that was laying wrapped in Carly Shay's arms.

"I like the way you think cupcake." She kissed Carly once more whispering a sincere "I love you."

"I love you too." Carly murmured in reply before sleep took them both.