All day long she has been off.

She barely said a word as you all walked to school. She didn't even scold you when you yelled at Fred-dork to shut up; she just hunched her shoulders as if trying to hide inside her jacket from the cold morning air. She kept her face down, studying the sidewalk, her eyes obscured by the dark hair whipping about in the wind.

At lunch she forced a smile when you told her how you booby-trapped Ms. Briggs' chair, said little besides 'Yeah' or "I guess" when you or Freddy asked her anything. Several times in your afternoon classes you caught her with a wistful look as she stared off out the window, her dark eyes focused on some faraway place only she could see.

Freddy stayed after school for an AV club meeting, so it's just you and her to walk home in the weak afternoon sunlight. You walk quietly alongside her. The truth is, you have loved her for a long time, so you are happy just to be with her even if she is being moody and distant. She gets that way sometimes, and you know that if you just give her the space and time she needs she'll come out of it. People think that you are the tough one, and that she is the weak, girly one, but really you are far more emotional. You cry sometimes, though she is the only one you'll let see you do it, but you've hardly ever seen Carly cry; she is stoic, and will just clam up and not let anyone know what's going on inside that beautiful head.

So you are walking slightly behind her, waiting for those moments when the wind catches her hair and exposes the pale length of skin along the back of her neck, when she finally says, "Let's stop at the Groovy Smoothie."

She gets a blueberry smoothie, and you pay for the both of you, because you do that sometimes despite your reputation as a moocher, and you know she needs someone to do something nice for her right now, even if you don't know why.

You finish your smoothie by the time you walk through her apartment door, but she is still shoveling the remnants of hers into her mouth with the end of her straw, and you think it's so cute how her tongue and lips now have a bluish cast.

"Get a snack," she says softly, dragging her backpack along the floor. "I'll be up in my room."

"Okay, I'll be up in a minute," you say. You watch her go up the stairs, and as your eyes flit across her backside you feel the first stirring of desire low in your stomach. It's everything about her - the fit of her jeans, and just seeing her body in motion - that turns you on, but you quickly suppress it. She is your best friend, after all.

You turn your attention to raiding her fridge and find some leftover chicken fingers. You warm them in the microwave, and eat them with a half-empty box of Fudge Balls, then take your time washing it down with a Peppy Cola. You sit and sip and wonder what's bothering her today, because she is the most important thing in your world; and even though these physical urges have been getting stronger lately, even though some nights you sit close to her watching Girly Cow thinking of nothing but how badly you want to lean over and lay your lips along the pale skin of her forearm and taste the little peach fuzz hairs growing near her elbow, what you want first and foremost is for Carly to be happy, always.

So you finish your drink and make your way up to her room. Finding the door slightly ajar, you push it open and see her sitting on the edge of her bed with a framed portrait in her lap, her delicate fingers skimming over the glass. That's when it all makes sense to you.

"Today is the anniversary, isn't it?" you ask softly.

She looks up at you without expression, dark eyes guarded, and simply nods. A moment later you can swear you see something change in her eyes, like the guard has come down. She attempts a smile, and gestures for you to sit next to her.

You sit, lean into her shoulder and look down at the handsome, dark-haired woman in the picture. You never got to meet her, but you know from Carly's stories that she was amazing. Heck, you know she must have been amazing to have produced a daughter like Carly, so beautiful inside and out.

"I miss her," Carly whispers. Her fingertips are going crazy on the glass, as if trying to wipe away ever last smudge or trace of dust.

"I know you do, Cupcake," you say as you lay your head on her shoulder. You could kick yourself for forgetting what this day is to her. On their mom's birthday, Spencer and Carly always take flowers to her grave site - they even took you once - but this day, this anniversary, is something neither one of them likes to even acknowledge.

"I really didn't even know her," she continues. Her forefinger has found its way into one of your hair curls. "I just think about everything that could have happened in the last eight years, you know? How things would've been different if I'd had a mom."

She seems not to notice the single tear that is trekking down the side of her face. God, you are fighting so hard for control right now. She's wearing that little blue baby-doll shirt with the short sleeves that shows off her arms, and the flimsy cotton lets the warmth of her thin body radiate against yours. You notice the smell of the shampoo and soap she used that morning - ugh, here she is confessing her feelings about her dead mother, but all you want to do is kiss her.

But this is not lust - this is a new kind of desire. This is a desire to comfort her, as if your kisses might soothe her pain. This is a desire to transmit every ounce of love from your soul to hers, to blot out her pain and let her know the purity with which she is loved, to use your body and hers to bring her peace. You burrow yourself closer against her.

"Aww, Sam, you're crying," she says. She sets the portrait aside on the near dresser and turns her attention to you.

Your arms go around her shoulders. "I just hate to see you sad."

"It's okay. I'm just... I didn't want her to die, of course, but..." She bites her lower lip and goes quiet for a minute. "Then we never would've moved to Seattle, and I never would have met you."

And you just cannot help yourself. You kiss her arm, up near her shoulder. The pale skin is so cool and soft under your lips.

Her hands are in your hair as you start to draw away. She holds your head and forces you to look into those mysterious eyes that you can never truly read; even now you're not sure what she's about to do. Suddenly her lips are against yours.

It's just a few quick pecks at first, then the hesitant explorations of her tongue. Each becomes deeper and longer than the one before, and you can taste the sweet blueberry flavor still lingering on the soft tissues of her mouth. Somehow your hands end up on her ribs, sliding down along the soft curve of her tummy, over her hips. One of her soft hands is on your neck, the other at your knee and creeping up.

You don't know how you both ended up laying on your sides locked at the mouth, with your hands under each other's shirts. You don't know how her shirt worked itself up, or when your mouth left hers to kiss a trail down to her cute little innie belly button. She mews like a kitten as you kiss your way back to her mouth, and you don't remember unsnapping the button on her jeans or working her zipper down, but you must have, because now your fingers are skirting along the edge of her panties.

Her mouth breaks from yours. "Do it," she pleads with a whisper.

Warmth, slickness.

The length of her body burns against yours. She buries her head against you, her breath ragged and jerky and oh so warm against your neck. You lose all sense of time as you focus on translating your love into her pleasure. You don't know how long it takes, but all too soon her every muscle clenches up, her breath goes rapid and shallow. You feel a quivering around your fingers as her body brims over with pleasure. She buries a long, low moan into your skin as she rides the wave; and when it is over - after her long, deep sigh signals the end, after you've withdrawn your hand - she lets her head sink into the pillow and lets her body go totally limp. Every muscle is drained of tension, you can tell - you've never seen her look so relaxed, so open, so content. Her eyes are closed, but she sports a dreamy smile.

Now you wait. You were always scared that acting on your feelings would change things between you. What will she say when she comes out of her pleasure induced haze? How will she react? Will everything be awkward and weird from now on?

"I'm sorry," you blurt.

A confused smile crosses her face, and she lets out a chuckle. Without opening her eyes she begins to walk her fragile fingers up your back, tracing outlines along your spine.

"What are you sorry for?"

You don't even know. You can't put it all into words - it's just a mess of love and fear in your heart and in your head that have now become a knot stuck in your throat, unable to get out. All you can manage is a weak shrug.

"It's okay, Sam." She opens her eyes, and this time there is no doubt what you see in them. They've never been so warm and honest. "It's good to be reminded that...." She pauses, searching for the words. "Maybe we all just need to be reminded sometimes that we;re still alive... that life can be so amazing."

You nod, and kiss her once more, and rest your forehead against hers.

And a few minutes later, once she has recovered her strength, you feel her fingers grazing your tummy and exploring under the waistband of your shorts. You know that, yes, things will be different from now on, but that's okay.

That's definitely okay.