Disclaimer: iCarly is not owned by me or any of subsidiaries. Also, I don't have any subsidiaries.

I sit there and watch her. Just watch her sleep. And she looks so peaceful, hand curled under her chin, her breath slow and steady. And I bite my lip because I feel it again, that hot burst in my gut. I'm in love with her. I'm in love with Carly Shay. And admitting it doesn't make me feel better. It makes me feel worse, because she's my best friend and I shouldn't feel like this. But I can't help it. I can't help what she does to me. And I don't know whether it's better or worse that she doesn't know. Better, it's probably better that she doesn't. Yeah.

My eyes trace over her sleeping form. Her glossy brunette hair, her thick, black lashes. I linger on her lips, pink and full. And I know I shouldn't be watching her, even if it's just so I don't feel that churn in my stomach, but I can't stop. It's the only time I can look at her the way I want to, the way I need to. I shake my head, clearing my thoughts and sigh, moving to the bed. I lift the blanket, slipping under. I put a hand under my head, pillowing my blonde curls. I'm so tired, but I'm not sleepy. It's her, she makes my brain buzz, makes this thing throb deep inside me. She makes my eyes feel like hands. Even now I can smell her hair... coconut. And not too long ago I would've just thrown an arm around her and went to sleep. And it's not that I didn't feel it then, it's that I didn't realise that... it wasn't normal. It wasn't until I kissed Freddie that I started feeling this way. Because when I kissed him... I didn't feel anything. Nothing. And I started getting closer to Carly, and then she helped me get girly for Pete. And after I went on a few dates with Pete, I realised that I liked getting ready with her more than I liked going on the date. And it's like whenever I kissed Pete, I'd think of Carly. But I never put two and two together until recently. That, maybe, just maybe I was thinking of Carly because it was her I wanted to kiss... maybe it was her I wanted to go on a date with. And I realised that she made me feel more than anyone else ever did. I mean, sure, I didn't hate Freddie all the time, and I liked Spencer, but Carly made me feel good inside. Like I was worth something. She never looked at me like I was weird, or gross, or something she scraped off the bottom of her shoe. She looked at me like I was Sam Puckett, and that that meant something.

And once I started thinking about her like that... I couldn't stop. Things I'd never noticed before – like the way she'd toy with something on me, like my hair, or shoelaces, and it'd make my heart beat fast and my chest would feel all tight. All the little looks she gives me, to make sure I'm listening. The way her lips shine when she smiles at me. My heart beats so fast these days, I'm sure one day it's going to just pop out and splatter all over her.

I can't help touching her. Even if it kills me. I ease my body against hers, and I have to bite my lip when our bare legs touch. Her skin is smooth and hot, and it makes me shiver. My arm slides around her waist like it was made to, and my fingers brush her flat stomach. She stirs, taking a deep breath. "Mmm, Sam?"

I wish I hadn't woken her. Not when the feeling is so strong. Not when I've just been thinking about how I much I want her.

"Yeah?" I say softly, raising my head a little to look at her. She stretches a bit, making a soft sound that makes my heart stop, and then turns, rolling her body to face me. And her face is so close, so close to mine. Her lips part slightly, and I can feel her breath against my face and it smells minty, and all I can think is - how would she taste? She hugs me to her, snuggling her face into me, her hair tickling my chin, and I hug her lightly back. My breaths are short, and it's torture, but I wouldn't move for anything – not even a pound of bacon. My heart's pounding and I'm sure she must hear it, or at least feel it knocking into her head, but her breath slows again, and her hands relax around me. And there's no way I can go to sleep now. Not with this throbbing between my legs. Not with her breath pushing against my neck and her fingers curled around my waist.

I hate this. Everything's become so... so damn significant. It's like everything she does means something, when I know it doesn't. It's torture, but it's so sweet. It freezes me. I can't tell her. But I can't pretend I don't feel it. If I tell her it'll stop. Her touching me that is. Everything's so innocent and sweet right now. If I tell her it'll change everything. But what if... what if she likes me back? Wouldn't that be better? Wouldn't that be great? Yeah, but what if she doesn't? What then? She'll look at me like everyone else does. She'll flinch when I touch her, look straight through me. Like I'm nothing. And if she thought that – if she thought that about me...

I sigh. Everything's so complicated, and I feel like I'm stuck in this web, and if I struggle the spider'll get me, but if I just hang here, I'll starve. And Carly's the spider. I tighten my grip on Carly, touching the soft, smooth skin just where her shirt ends. Might as well enjoy getting no sleep.

So I lie there, trying to ignore the feelings she stirs in me, because no matter how much I might want her... no matter how strong the feelings get, I won't let myself lose her.

Despite myself, I manage to fall asleep. I wake up to Carly giggling at me, shaking my shoulder lightly. "Sam, you're drooling!" She grabs my hands and pulls me up and I wobble, the cold air hitting my legs and arms and making me shiver.

I wipe my mouth, grinning back, "What am I supposed to do when Spencer's making bacon?"

Carly gives me a light push, "Uh, I dunno, maybe wake up first? You almost ate my pillow!"

I stretch, feeling the sun start to warm my bare skin. "Mmmm, well, you shouldn't have made your pillows so tasty."

Carly giggles again, turning away, and I'm stunned as always at how bouncy she is in the morning. I feel like the living dead... actually, brains don't sound too bad right now. My stomach rumbles in agreement and I pat it sympathetically. I look up, just in time to see Carly's shirt come off. My stomach rumbles again, and I shush it. Her back is so smooth and creamy, the skin flawless. And then she's putting on her bra, and I catch a glimpse of side-boob. I swallow hard. This isn't right. I tear my eyes away with difficulty, picking up my pants from beside the bed and shimmying them on.

Carly's hand touches the small of my back lightly and I jump, whirling around. Carly. Naked. Bra. Boobs. It's literally all that's running through my head on an endless cycle. And then my brain is screaming Look at them! Look at the Carly boobs!, and there's a rational part of me that's saying, No, don't look at them! Don't do it! And neither part is winning, so I'm just standing there, hands on the waistband on my pants.

"What do you think?" I bring my eyes to Carly's face, and she's smiling.

"Wha- what? What do I think of what?" I swallow hard, my mouth feeling dry. I wipe my hands on my pants, my palms sweating.

Carly gestures at her chest, her brow getting that cute little furrow when she's thinks I'm being thick on purpose. My mind is racing, What? Does she want to know what I think of her boobs? I mean, I think they're awesome, but what the hell is going on here! Quick, answer her!

"Ah... um... bwaaa..." Smooth. Real smooth. I'm leaving.

She giggles, rolling her eyes. "My bra! I went to Build-A-Bra last week. What do you think?"

I can't seem to unglue my eyes from her chest. It really is a very nice bra. Really brings out her—assets. Quite the brassiere. I lick my lips. "Um... nice! It's really nice! I like the way it... cups." I almost sob the last word. Damnit! Why do I always go to pieces around her? I'm just lucky she's thinks it's adorable. And that it's just Sam being all goofy again.

I become aware she's giving me an odd look, flicking glances at my waist and back up at me. She sighs. "Here." She grabs hold of my pants, buttoning them and running the zipper up smoothly, and my hips jerk towards her. I feel my stomach muscles twitch when her hand brushes them, and I bite my lip, trying to think unsexy thoughts. Powerlines. Old nuns. Freddie. I relax. That last one did it.

She frowns at me, the edge of a smile in it. "What's with you this morning? You're all... jumpy."

I put a hand to my chin thoughtfully, "I'm thinking of being a kangaroo. Y'know, hippity hop."

She laughs, pulling a shirt on. Her head pops through and she looks at me seriously for a moment. Christ she's beautiful. "You're sure you're okay?"

I nod eagerly, rubbing the back of my head, "Yeah, sure. I... I just had a bad dream, is all."

Carly makes a mock sad face, "Aww, did big, strong Sam have a bad dream? Was I in it?"

"You're always in my dreams." Shit. Did I just say that out loud? Fuck.

Carly looks at me oddly, tilting her head. "Really?"

I swallow hard, avoiding her eyes. "Yeah, I mean, we spend so much time together and... y'know."

She looks away for a second, eyes flicking back to me, "So does that mean you dream about ham as well?"

My stomach growls loudly and I nearly collapse in relief. For once my appetite was going to save me. Carly laughs and pats it. "I'll take that as a yes."

I follow her downstairs, still feeling where her warm hand rested on my stomach.

A/N: So, I wrote this ages ago, around the time of my first fics... but I never published it because I got all caught with other stories. I've only written a few chapters, but hopefully this'll whip me into writing more. So please, review! Whip me!

...And I mean that in a completely non-sexual way. 0_0

...

Oh, who am I kidding? It's me we're talking about. Of course it's sexual!

But in a tasteful way, like glamour photography.