Hey, so this is not my first fanfiction, but it is my first one I have written for iCarly. Hence my username, I have been mostly in the Sonny With A Chance stuff so I am excited for a change. I hope you guys like it. I got this idea after watching the Root & Berry episode.

I do not own iCarly or rights to Twilight, for my little refrence to it.

That'll be the day...when I own Freddie....

Yay, the Root & Berry retreat was everything she had hoped it would be and more! Yeah…not s'much….

The kids, besides Freddie and Gibby, who she had joined on the trip were a bit sketchy. And considering they all had to sleep in the super-sized tent in the middle of nowhere, Carly wanted to keep her distance from the others, as far as sleeping arrangements went. In fact, she was pretty far from even Gibby.

But not from Freddie, he was the only person she felt comfortable around in this situation. Still, to divert from awkwardness she kept a wee bit of distance between them.

A wolf howled from a high perch outside, echoing in the tent. Carly had a real problem with stuff like this. She referred to it as her scaredy-cat paranoia.

She always had a strange feeling in the pit of her stomach that someone was going to break into her house and come and rape her or something. And now, in the middle of nowhere, with her freaky science teacher, and off-beat classmates, the sweaty feeling in her palms and on her forehead was getting worse.

The frigid temperature outside was less than helping her in this state.

A shake of her head was in confusion on why Spencer had ever signed the stupid permission slip to let her go. She stole a glance over a Freddie to the right of her. His blanket was only resting on his waist. How is he not freezing? she thought.

Maybe he was just naturally really warm all of the time? The feeling of my body being blanketed with goosebumps blinded her from her conscience telling her not to do what she was about to do. That and the fact that she heard the wolf again. And, thanks to her paranoia, she thought she heard it was closer to the tent than before.

Carly scooted over to Freddie without getting up off the floor. Her blanket helped her slide over the bottom of the tent. She curled up in a ball, clutching her legs and blanket to her, against Freddie's back. Sure enough, I am pretty sure my hypothesis was correct. Freddie was just naturally warm.

Freddie was startled, but not at first, it took his reflexes a minute to wake him up and come to reality with the disturbance.

As far as Freddie knew, Carly was two feet away, sound asleep. He was proved wrong as reached his hand back behind him. Had he rolled over onto a root? Nope. A shocked smile crept across his face when he felt Carly's hair between his fingers.

Carly didn't wake at this, she was relived to be warm and feeling safe and had immediately fallen asleep. (A deep sleep, at that.)

Freddie turned his back a little to look at her position and to deicide on how to turn himself all the way around the best way without disturbing her. He knew about her "scaredy-cat paranoia."

He lifted her shoulders up farther on the mat she lay on. By doing this he was able to move himself to face her. Surprisingly, she did not wake. (A/N: weird…they both do that)

Freddie observed her when she slept. But not in the creepy way that that Edward guy did in…what book was that? he thought to himself. It had been one of Carly's past obsessions.

He tried to match the rhythm of her breathing with his own. Freddie eyed a piece of hair that floating up and down with every soft breath she took. Freddie sighed, he had gotten this opportunity only once before when him, Carly, and Sam had decided to watch Braveheart. Sam fell asleep first, her head falling on Carly's lap. Carly was left with nowhere else to sleep except his shoulder. Freddie didn't blame them, it's a 3 hour movie.

Freddie was so distracted by his reminiscing of memories, he didn't realize Carly had began to awake from her sleep. Probably, on a count of the loss of heat from Freddie's back.

Her eyes fluttered open as they adjusted to the darkness. But, not because of the temperature change, instead her dream had awoken her. Her breathing became a little heavy. Freddie was confused, had he done something wrong?

Carly tried to scramble to get up and out of the tent. Freddie stood on his knees and caught her arm before she even had time to grab at the zipper to the tent "door."

"Carly?" he whispered, as not to wake the others, "what are you doing?"

She rubbed her head, "I don't know," she mumbled as she climbed back under her blankets.

"I think you had a nightmare."

"Yeah, I did. Damn, I wish this paranoia thing would go away. I am sorry to disturb you." She cried a little as she faced away from him, the nightmare had really freaked her out.

"No, Carls. It's okay really, I don't min-" Freddie was cut off by another elongated howl from the wolf again.

Carly shot herself into Freddie's chest. Freddie was a bit alarmed, he had no idea that her paranoia was hard for her. He felt bad. There were certainly things that scared him too, like his love for Carly.

Freddie was, at first, unsure of what to do. Deciding that he better do something, he wrapped his arms around her arms and body, pulling her closer, while soothing her back to normal breathing speed by rubbing her back with his hand.

He desperately wanted to say something, anything, to calm her down and make her feel secure without sounding like an advantage-taking twit or too cliché.

"Nothing is going to hurt you. No wolf, no masked murderer, no…mutant box of crayons," he laughed to himself, wow that was stretching it. "Not while I am here."

Though there was no response, he continued rubbing circles in her back. He lay his head on top of hers after kissing the top of her head. If only they had this Root & Berry retreat more often….

"I am almost positive you arent asleep yet," he whispered into her ear, "So tell me, tell me about this paranoia of yours? I want to know, so I can best help you, at least, get through the next couple of nights."

Carly sighed, "I don't know how it started…it just did. And I hate it." She started to get a little worked up, small silent tears. "I hate having to deal with it. And when Spencer is away at conventions for the night, it gets worse, because there is no one there." She rambled on.

Freddie was silent for a few moments before clearing his throat to speak, "I am always right across the hall."

"Thanks, Freddie."

The wind picked up speed, causing the illusion of pounding on the tent from outside.

Carly practically jumped up to the tent ceiling.

"Carly, calm down. Its just the wind, just the wind. Shhh…try and fall back asleep…." Freddie sat up and motioned for Carly to sit on his lap. At first, she hesitated.

"I don't want to create awkwardness."

"Trust me, it wont." he replied with his crooked Freddie smile. Carly got up and sat on Freddie's lap, she was still wrapped in her blanket.

Freddie wrapped his arms around her once mor, clutching her to his body. She snuggled into his sweatshirt. Slowly and with very little movement, Freddie rocked her back and forth, almost as if he wasn't at all, but just enough to soothe her back to sleep.

But, before he could let her fall back into slumber, Freddie had to do what he had always wanted. Freddie had a very serious, but soft, look on his face as he reached under her chin lightly to pull her face up to face his.

"Not even a box of mutant crayons…"

Freddie lowered his lips to hers, grazing them before he kissed her. They both closed their eyes, putting their delicate teenage hearts into it. Freddie never wanted this to be sucking face at all or raunchy make out, this is how he had pictured it. His lips leading Carly's in a gentle motion, pulling her emotions to the surface.

After they pulled away, not a word more was said. Freddie kept his eyes closed and Carly wrapped her left hand around his neck. Freddie lowered them back down to the ground, without moving Carly one bit.

And there they fell asleep, Carly snuggle on top of Freddie after a very confusing night. Before, he officially went to sleep, Freddie sighed once more and stroked her hair, making sure she got to sleep well before he even thought about it himself.

The night seemed perfect, despite her dream and the confusingly sweet kiss, except for the fact that their teacher, Mr. Hennings, had been awake the whole time.

Sorry about the last part being in all italics...that was an accident. Just imagine it....regular..... Anyway, I hope you liked it! Please Review!

If reviews are love then,

Thats all I need!

All You Need Is Love...doo doo doo doo doo!

I love the Beatles!