Carly began to make her way into the studio one last time, before leaving her high school life for Italy. As she was walking, she was remembering all the good times throughout the years. Would she ever random dance again? Or meet a guy with a collect of billions of plush animals? Probably not. She grinned as she opened the door and saw Freddie putting away his video camera.

"Hi.." She mused sadly. This would be the last conversation with Freddie. Her boy best friend, who protected and loved her no matter what. The boy that made Sam happy. She had heard Sam cry in her sleep about Freddie when Sam managed to sneak in her apartment to sleep there, but she secretly hoped that Freddie would get her back.

"Oh…Hey..How goes it?" Freddie said back, trying not to cry. His first crush. She was leaving for ITALY. He loved her like a sister, and he couldn't imagine how Spencer was feeling at the moment. A few minutes ago, before Carly came in, he was packing up all of his A/V equipment, remembering how Sam always used to tease him. He wasn't sure why he blurted out the "Get Back Together" thing on the phone to Sam, it just came out like word vomit. He did miss her though. Her lips, sparkly eyes, her courage and strength. Also the kisses, but those weren't the most important. Freddie knew he'd been acting weird around her lately, but he didn't know what to do. He kept trying to hold the question back. But now Carly was here, in the room, alone with him, and some part of him, wished it was Sam.

"I'm leaving in a few minutes." Carly replied. God, was she gonna miss this room. And of course Freddie, but the memories in this room were infinite.

"Yeah I know, better not be late or your Dad is gonna be wazzed off." He began to feel a bit cornered and uncomfortable. He knew he was safe with Carly, but he wished somebody else was in the room with him.

"Ya know, you don't have to take all your tech stuff home tonight." She said back as Freddie began to pack all of his things away.

"Yeah but…I figured I might as well get a head start. Tomorrow I promised Gibby I'd help him do some research on the Proper Care and Feeding of Weasels, so, I figured the sooner I get all the equipment out of here, the sooner I could take it down t-"

Freddie was cut off, startled. Carly had placed her hand on top of Freddies. Uh-oh. He didn't want this to happen this way.

"Freddie…I…I'm gonna miss you. And…I just remember the day in the Studio, alone with you, when you kissed me one last time…you said that we could try it again..maybe..Listen. Freddie I just don't want anything unanswered between us you know? I just. I don't want you to keep this thing for me the rest of your life. Do you want me to kiss you? Because this is for you. Not for me. I just want you to be happy." , Carly said with a sad smile. She looked into Freddie's eyes. Shock was expressed.

"Carly…I..Carly. I've had a crush on you forever when I was a kid. But..I don't think I want that kiss. If anything, it would complicate things. I've moved on I think. I just love you as a sister. Can I have a hug though?" He began to tear up, and started to choke on his words.

"Freddie, whats wrong?" She asked as she held him in her arms. "You'll be able to text me and video chat with me everyday if you want. It's okay."

"No..No I know that..I messed up, Carly." He clutched his arms around her harder and sobbed into the sleeve of her shirt.

Carly was so concerned for Freddie. What was this about? She had never seen somebody this upset since..the breakup..

"Is it about Sam?" She asked as he pulled away.

Freddie wiped his eyes, his face beet red.

"Yeah..I..I just want her back. I'm afraid I've ruined everything. If the breakup wasn't enough, I have been so mean to her. I don't even know why. I have just been a big…."

"Fred-wiener?" Carly smirked while saying it. Sam always had made up nicknames for him.

"Yeah that." He said with a half-smile.

Carly sighed. "Well Freddie…you still have a chance. It might be small. But you never know how Sam will react. You know that about her."

Freddie nodded. "Thank you so much Carly. You have been an amazing friend."

They hugged, and Carly hoped Freddie could make it up to Sam. He helped her bring her bags downstairs, and was sad, but happy that Carly could finally spend some time with her father. He just didn't know what to tell Sam…

Carly stood in the elevator with Sam, not wanting to leave her best friend behind.

Sam tried to keep her cool, she did not like to cry in front of anybody. The only times she did was when she was sure nobody could hear her.

Both standing nervously, Sam pulled the famous blue remote out of her back pants pocket. She didn't have anything else of the iCarly studio, but Carly had been such a good friend through thick and thin, she felt like She deserved it.

"Why don't you take this with you. Just push a button..If you ever need a laugh..cheer..random dance.." She mused trying to keep her tears under control. She took a deep sigh and held it out in her hand to Carly.

Carly took the remote in her hands and looked at Sam, who she clearly knew was on the verge of tears. Heck, Carly couldn't control her tears either.

"Oh..Sam.." She said with tears in her eyes as she hugged her best friend for the last time, clutching her back. She prayed Sam would be okay. Spencer had given her that motorcycle, and she was really worried that Sam wouldn't follow the traffic laws and get in a crash. Sam had promised her beforehand though, so Carly knew she wouldn't ever betray a promise like that. They small talked as Sam walked her out of the lobby, to Colonel Shay's car. She watched as Carly got in, and Sam waved silently as the car drove away into the night. Abandonment struck her. It was a feeling she got often.

Sam sat on the steps of the fire escape, sobbing. First her Dad, then Freddie, now Carly? She couldn't take anymore abandonment. She glared out into the sky as she cried. She tried to remember all the random dances, all of the laughs, the smiles, but it was so hard to do it like this. She wiped the tears away as they fell, and she made up her mind. She was going to get out of this town. There was nothing but old memories now, and it would kill her to stay. She was going to get on her motorcycle and just ride to wherever she ends up, and start her life there. Her sobbing got more extreme the more she thought about it, and she lowered her head into her folded arms.

Suddenly, she felt a hand on top of hers, and she looked up into a familiar face. It was Freddie.

Freddie saw her face, beet red and mascara running down her face.

"Uhm. Fredward. Yeah. I was just. Ya know, I just chopped some onions and.." She got up and paced away, embarrassed as she wiped her face, and turned her back to him and looked over the edge of the escape.

"Sam..I'm sad too. It's okay to cry." He put his hand on her back as she looked at all of the buildings lit up like a Christmas tree.

"Freddie..I'm leaving Seattle." She blurted out sternly, still looking out into the city.

"What? You're going too?" Freddie yelled. He clenched his fists together and felt the flood of tears going up into his neck area.

Sam turned to him and began to speak,

"Yeah. I need to get out of here. Start a new life. A new beginning. You know me, I'm a busybody. I do what I need to do. And now I have my bike and everything, and I can go wherever I end up." She noticed that a tear fell from his eye.

Freddie didn't say anything, he didn't know what to say or do.

"Oh c'mon Freedo, why are you crying now." She looked into his eyes as he turned his head away. Sam was concerned, but she didn't know how to be..well..non-sarcastic. It had been so awkward between them lately, she didn't even know how to be.

"I..I'm sorry Sam." He looked into her eyes and held her hand. Sam looked up at him confused.

"Sam, I just..I've been so mean to you. I don't know why. I didn't mean what I said at the Pear Store, I was just…I don't even know..confused? Angry? But I didn't mean it. And then with the whole…band thing..I just..God…It was so stupid Sam. So stupid. And I'm sorry about leaving you alone with Gibby in the restaurant while I went up with Carly. I just don't want you to leave because you think you don't have anybody that cares about you anymore, you know? And..God..I'm gonna miss you Sam. How couldn't I? You were my…first kiss."

Sam was taken aback. The feeling that she felt when Freddie said those words were the same feelings she got at the lock-in after the kiss. Butterfly's went pulsing through her veins.

"I'm gonna miss you too Freddie." She whispered sincerely, "I'm gonna miss you too. And I forgive you. Thank you for apologizing. But…I'm still gonna go. It's time for a new story. Miss Sam Puckett isn't a webstar anymore. Time to make something out of myself."

Freddie nodded. God, he was gonna miss her.

Sam put her hand up and slightly waved it as a goodbye, as she grabbed her helmet and goggles on the fourth step of the stairs, and walked back into the building.

"Sam. Wait." Freddie yelled. He wasn't sure why he yelled it, but he felt like he needed to.

Sam turned around and looked at Freddie through the slider window.

"What." She said sternly but concerned. She did want to hear what he had to say, but it was killing her to be here with him at the escape. Too many feelings.

"I was just gonna say…." He started to speak but was at a loss of words.

Sam got a huge grin as a memory paced through her mind.

"…That we should kiss?" She responded. Freddie jerked his head up and got a smirk on his face and shook his head.

"You're gonna break my arm now right?" He played along with her.

"No." She responded as he got closer to the window, hands in his pockets.

"Well…should we? Just so both of us can get it over with?" He said as he touched her hand which was sitting on the ledge of the window.

"Hmm…Just to get it over with." She smiled back as she held his hand.

"Just to get it over with." He repeated with a whisper, as he stared into her eyes.

"And you swear we go right back to hating eachother as soon as it's over?" She questioned with an even smaller whisper.

"Oh…TOTALLY…and we never tell ANYONE." He yelled playfully with a chuckle.

Sam giggled, "Never!" She yelled back.

They looked into each other's eyes as Freddie swallowed and blushed, and Sam's eyes darted away.

"I believe you said…'Well lean..' next." Freddie whispered with a sad tone.

Sam swallowed and looked into his eyes.

"And then we kiss." She said with a smirk on her face.

"Kissed." Freddie corrected. "It's past tense not-"

Sam grabbed his face, brought her lips towards his, and kissed him. She felt the sparks ignite and blow into a million pieces in her stomach, as the tears rolled down her face.

Freddie stood outside in the fire escape as he held her hips through the window and brought her closer and closer.

They let go, and said nothing, just smiled sadly. Sam let go of his arm she had been clutching, and began to walk away. She couldn't bring herself to say the words "Goodbye."

Freddie watched her walk away and called after her,

"Hey!"

She turned around and looked at him through the window as he climbed out into the hallway.

"I love you." He said softly, with his hands in his pockets. He was confident that he would see Samantha Puckett again soon.

She felt the words fall inside of her.

"I love you too." She said with a smile as she continued to walk down the hall. Even though she was going to start her brand new life, she was sure that Fredward Benson was going to be a familiar thing she would see and have in her new journey.