It was the middle of summer and even though she had the air conditioning cranked, Carly Shay was still overwhelmed by the heat. It seemed probable that she would never leave her couch, as moving only made it worse. If only she could be at a cottage like Spencer, swimming in the nice cool water...

"Carly!" Shouted Sam, as she opened the door. "Help me with this!"

It took a lot of will strength but the star of ICarly managed to make her way from the couch to the doorway, which Sam was struggling to pull a crumbled bunch of blue plastic through.

"And just what is that!" Carly exclaimed.

"It's a mini pool! We can set it up and get some relief from this heat." The blonde replied as she gave another tug to the bunched up plastic.

Carly gave her consent and the two of them managed to drag it inside the apartment. After moving some furniture around, they had set up the pool and were taking turn emptying buckets of water into it. As they neared the halfway point Sam suggested that Carly get into her swim suit. "I am wearing mine underneath my clothes." She told her.

Recently Carly had purchased a new bikini. It was a bit more revealing than her previous suits had been, but recently she had more to reveal. It was a luscious black bikini, that showed a good amount of cleavage, and would scrunch into her cute bum as she walked. Checking herself out in the mirror she realized that it may be too much. She probably wouldn't feel comfortable wearing it at the local pool, but because it was just Sam, she decided to try it out. It was also the kind you couldn't do jumps off the diving board because the top would probably fall off. Ss she walked back down stairs, she thought of how Sam would be impressed with her showing some skin.

As she reached the bottom step she shouted: "Tada!" and did a twirl to show off everything. What she hadn't noticed were the second pair of eyes tracing her body as she spun. Freddie Benson sat on the couch craning his neck back along with Sam to marvel at the sexiness of the girl before him. While Carly was taking her time to change Freddie had come over, Sam had explained what was going on, he had gone to grab his swim suit, and now he was sitting on the couch with Sam drinking juice.

A spark of red sprouted of Carly's cheeks as she noticed Freddie. Freddie, at this point, was trying desperately not to get a boner. It was hard enough, as a teenage boy to contain a boner, with Sam showing most of her boobs off in a bikini top and boy shorts, but having Carly in a flimsy bikini was an even more difficult struggle. His mind flipped from his grandma, to kittens, to Carly's nipples that he could barely make out through the fabric, and to other things

"Dang girl! You look hot!" Sam said in a black accent.

Carly composed herself and tried to act natural. "Thanks. Hey Freddie. I didn't know you'd be joining us."

"Sam just told me about it two minutes ago." His eyes tried desperately to stay on her face.

"How are we all going to fit?" Carly asked. The pool seemed like it was small enough for two teenage girls.

"Oh, we'll squeeze in if we have to." Sam, who seemed oblivious to the sexual tension, replied.

And squeeze they did. Carly sat next to Sam on one side on the circular pool with Freddie on the other side and his feet in between them. The water was cold but it was a great was to get out of the heat that hung above them. They tried to splash water over themselves so that their upper bodies got the relief too. Sam and Carly had put down some towels underneath so as to protect the floor but she had made it clear that excessive splashing was prohibited.

As she flipped water onto her chest, Carly felt her nipples harden. She gave a downwards glance at them and felt the horror of knowing that it was definitely noticeable. Freddie would definitely see them. She hoped that he wouldn't use this to jack off to later, though knowing that he probably masturbated while thinking of her made her kind of horny. Only recently had she started playing with herself, though she had never gone all the way to orgasm.

Freddie on the other hand was fighting a losing battle with his male teenage hormones. He had noticed Carly's nipples hardening and it was straining his composure. The two pairs of developing breasts right in front of his face were causing his dick to stir. More than stir as it was. It was rising. He tried desperately to position himself in a way that would hide his ever growing boner, but there was not enough space to move. The water was the right level so that his dick just broke the surface. It was blaringly obvious to everyone in the pool that Freddie had a hard on.

Sam sprung on the opportunity. "Freddie! Is that a snake I see!"

The blush on Freddie's cheeks was enormous. Carly was staring at the snake with lust but his attention was elsewhere.

He stumbled on his words. "I, uh."

"If I can touch it, you can touch Carly's breasts." Sam offered excitedly.

A shocked Carly turned to Sam. "Sam!"

Sam's hand rushed forward onto Freddie's cock. "Too late! I've already touched it, now it would be unfair not to allow him to feel your breasts."

In Carly's state of mind this logic seemed almost reasonable. Her female hormones were gushing as Freddie moved forward unsteadily with his hands, all the while still having his dick held by Sam, as he grabbed a hold of her boobs. The first touch was rough but he softened his grip and caressed them. Freddie felt like his boner was growing even larger. Only in his dreams, and in certain kinds at that, did he imagine that he would holds these beautiful breasts in his hands. Sam started stroking him up and down through his suit.

"But what about me?" Asked Carly playfully.

Sam took off her bikini top. "You want to play with these?" Sam asked as her breasts came into view. Her tits were also jutting out from her chest.

"I have an idea." Carly replied as she slid one hand into her best friend's swim trunks and let the other one fondle her exposed boobs. She started to rub Sam's clitoris with her hand, and Sam groaned.

After a few minutes of Freddie staring at Sam's chest, Calry felt that she would like a bit more of his attention.

"Why don't we all get naked?" She proposed.

"I don't have a problem with that." Sam answered and slid out of her trunks. Through the clear water is was easy to make out her cleanly shaved pussy.

Carly decided to stand up, then turned around so that they could see her butt, which was alreadly mostly exposed, due to the fabric crumpling into her crack. As she pulled down her bottom, she leaned forward and spread her legs so that they could have a full view of her shaved pretty pussy. She then turned back around and freed her breasts from the fabric constraining them. Freddie felt like he was in heaven. Two beautiful girls were fully naked in front of him. The problem was he was still in his bathing suit.

"Need a hand with that Freddie?" Sam said motioning at his lower half. "Why don't you stand up and we will help you out?"

As Freddie stood up, Carly and Sam took to their knees. They reached out and at the same time pulled down to set free the biggest boner Freddie had ever had. It sprung forth and stood as straight as it could.

"It is so big..." Carly said in awe. This was the first dick she had seen other than the pictures in sex ed. She reached out with one hand to grasp the handle. Sam put her hand around it as well and they started stroking it. Carly could the pleasure on Freddie's face, she decided to put her lips around his throbbing member. She brought her head up and down, Sam leaned forward and started licking his balls. At this rate it didn't take too long for Freddie to reach climax.

"I'm going to..." He managed. They pulled their heads back and went back to stroking, though this time more vigorously.

He exploded in front of both their faces, spraying cum onto their chests, faces, and hair.

"You liked that?"

All Freddie could do was nod.

"Why don't we go to the shower and you can return the favour?"