A/N: My one and only disclaimer; I do NOT own any of the characters in the story expect (Jake, Dean, Audrey, and Ray [all of which you'll meet later]). Thank the lord for Dan and his beautiful mind to give us such great characters to work with. Enjoy the story. :D

Chapter 1: After Math

I had never seen her look so broken before. I mean, never in my life; not when her dad left, not when her sister left, or even when I left. But now that her best friend had left, I realized it was the first time I ever saw her cry. There she laid, in a fetal position, holding herself together like any second now she was going to break apart. Her hair was a mess of tangled blond curls as her cheeks were soaked from tears. I had only stepped out for no more than 5 minutes to get her a peppy cola.

That's when I saw the trigger; my laptop. There clear as day, my desktop was of all of us at the beach last summer. Carly, Sam and me: front and center. In the back Gibby was forever pointing at Spencer as he was being buried in the sand by Guppy. T-Bo had done a great job with the photo, it was my favorite.

Sam must've moved the mouse to find the picture waiting for her. I stared in shock because I didn't know what to do. Carly or Spencer always took care of her. I just stood out of the way, but Carly wasn't here now, so I knew I had to do something.

"Sam?" I almost didn't hear myself, but I knew Sam had because her sobs softened a bit. I took a step forward as I left the peppy colas on the dresser. "You okay Sam?"

"DO I LOOK OKAY?!" She shouted. I knew I walked into that response. Of course she wasn't okay, but I didn't know what else to say.

"Sorry, stupid of me." I smiled but she was staring at her phone, taking no notice in my lame attempt at comfort. On the lock screen I could make out an image of her and Carly staring back.

"What else would I expect from you, you're the stupid one." Sam bit back. Her words were harsh, but I knew it was her only defense. She wasn't used to me seeing her so vulnerable, but neither was I. I walked back to the dresser to receive the drinks.

"Here" I handed her the drink which she sipped and placed on the floor by her feet. She was now sitting with her knees into her chest and her chin on her knees as she continued to hug herself. I felt a tug on my stomach as I watched her. "You wanna talk about it?"

"No." she answered flatly. I knew not to push the subject because Sam packed one hell of a left hook. I for one was not cursing for a bruising tonight. We sat there for half an hour sipping our drinks in silence, staring into space. The silence wasn't as awkward as I expected, it was more of a sad silence. I kept thinking about how now Sam had no other friends but me. I was a nerd, so I had some AV friends like Brad, Dean, and Jake. Gibby was there, but he didn't really hang with anyone at school, he just walked around. But Sam, she didn't like people. Carly was her only tie to the social world. I felt bad as I thought about it. Maybe, I thought, Sam was missing Carly so much because she knew she had no one else. That's when I mentally slapped myself, of course Sam knew that. She missed Carly because of way more than that. My thoughts began to race about Sam having friends.

"Freddie." I heard her whisper. I looked up as I pulled myself from my thoughts.

"Yeah?" I raised an eyebrow.

"Wanna make out?" She kept looking at her shoes as my jaw dropped. I had to cover my mouth from shouting yes! I knew she was only asking to humiliate me or to feel contact. Either way, I knew I couldn't say yes, that wouldn't be fair. If Sam was going to make out with me it was going to be because she liked me. I didn't want to be used. But the thought of getting to touch those surprisingly soft lips didn't escape my mind.

"Sam….I" before I had a chance to say I don't think that's a good idea, Sam's head flung up as she tackled me to the ground, capturing my lips in one leap.

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I started this damn sculptor a week ago, it should be finished by now, but I couldn't place what was missing from it, but I knew something was missing. I stared at it for another hour before I gave up and went into the kitchen. The apartment had been so quite since Carly had left a little over two weeks ago. Sam and Freddie didn't come by anymore and even though Gibby did come by a few times, it wasn't the same. I didn't have the motive to go out either. I just sat at home attempting to do something with myself and it wasn't going good.

"BING!" the elevator opened to a very amused Gibby.

"OY! Spence guess what?" Gibby stood there in those horrid pants that almost cost us everything at the Jimmy Fellon show and a regular blue penny tee that said "What Gives?"

"What Gib?" I asked with not much interest. I began to wonder why Gibby kept coming by. No one was ever here and I was so boring now.

"I got some tickets to the circus; wanna come with me and Guppy?" I didn't want to say no because he looked so enthusiastic but I didn't want to actually go either.

"When is it?" Now why I asked I had no idea.

"Tomorrow night. I was gonna invite Sam and Freddie too." He said with a smile that should have made my day, but it didn't.

"Yeah, okay." I realized then that I was looking for an excuse to see the old Fredster and Samminator.

"YEAH BUDDY! GIBBBBEEEEEEYYYYYYY" He threw his hands out in the air. "Where is Sam anyways? I haven't seen her lately and Freddie won't answer my texts."

"They both hadn't come by since she left so I have no idea." I hadn't said Carly's name out loud because I was afraid I was gonna cry any second after the word left my mouth.

"Really? I know Carly's gone but I mean, they were you're friends too." I looked at Gibby oddly because I couldn't figure out how he was so cool about Carly leaving. But then I remembered Gibby wasn't like us. He functioned on a different wave length, that's why Carly liked him so much. He made her laugh like no one else because he was different.

"Maybe they are just attempting to deal with her absence differently. Alone perhaps." I suggested

"Or maybe alone together!" Gibby's mouth opened wide. I ignored he last comment.

"Want some Yahoo Punch?" I offered just to change the subject.

"Sure." Gibby walked to the kitchen. I was so amazed at his calm exterior. I wondered how he was dealing on the inside.

"KNOCK KNOCK!"

"IT'S OPEN!" I yelled at the door.

"Hey Spence, come on. This is a tiny apartment not a train station." Gibby covered his ear as if I had purposely yelled into it.

"Sorry." I looked up to see T-BO. "Hey T-BO. What can I do for you?"

"Oh nothing man, I just wanted to get out of the Bensons' apartment: Marissa is cleaning the kitchen." All three of us shivered a bit. The woman was a nut ball and none of us wanted to deal with that.

"I wonder how Freddie's been able to live with her for so long."

"To be perfectly honest Gibby: he doesn't deal with her." Gibby and I looked up at T-BO with interest. "He's always in his room with his headphones on. Especially since Carly left. Marissa can't get a word to him since she left, he's been ignoring her at top speed, more than usual." I looked down at my punch as T-BO got himself a cup and Gibby offered a circus ticket to T-BO too. I sat on the couch as I thought about what T-BO had said about Freddie. I was a little worried at the way Freddie seemed to be handling the leave. If Freddie was ignoring his mom, what was Sam doing with herself and her new bike.

"Hey T-BO?!"

"Yea?"

"Did you see Sam's bike in the garage when you came up?" I just had to know.

"Yea, as a matter of fact I did. Is she here?" Gibby answered instead of T-BO.

"No she's not." I rolled my eyes. "Maybe she's talking to Freddie."

"No way man, Marissa won't let her into the house without a tick bath." T-BO offered.

"Alright let me go check upstairs, maybe she came up and I didn't hear her. You guys make yourself comfortable. T-BO can you order some pizza I'm hungry." I suddenly didn't want them to leave for reasons unknown even to myself. I walked up the stairs first into the guest room where Sam always liked to sneak in from the window by the fire escape. "Sam?" No answer so I moved onto Carly's room. I opened the door slowly seeing as I hadn't been in the room since she left. "Sam?" I asked without really looking in. "If you're in here Sam, T-BO and Gibby are down stairs and we're ordering some food if you want to join us." I left the room when no one answered back and headed to the studio. Another room I hadn't entered since Carly's departure. I walked in and looked around at the emptiness of the room. It was still and dark, looking like a simple storage room that hadn't been used in years when it had only been weeks. "Sam? You here?" I almost cried as I wished for her to answer me back. "No I didn't think so." I said as I left the room and headed down stairs. It was then I realized how much I wanted her to have been here. She was all I had left of the little family I had, her and Freddie and now they were gone too.

As I got closer to the living room I could hear Gibby and T-BO laughing at Girly Cow. I almost told them to leave so I could cry alone but Gibby's voice made me stop.

"You okay Spencer?"

"Yeah did you find Sam?" T-BO added.

"I'm fine Gibs, and no I didn't find her." I answered as I sat down. "Did you order the pizza?"

"Yeah, it should be up in a few." T-BO handed me a beer, something that I rarely drank, but tonight, I knew would be a long night.

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I needed this. To feel something other than the sadness that filled me making me feel empty. How that was able to occur, I wasn't sure, but I knew I didn't like it. I could feel he wanted to fight it, but I tried hard to make him want it was much I did. I don't think I could handle rejection tonight. However, I wasn't expecting Freddie to overpower me in one scoop. He was suddenly on top of me and he was no longer kissing me. He was panting hard with so much lust in his eyes I couldn't understand how he had the power to stop.

"Sam no!" He said as he sat up and moved away from me. I felt the tears being again and I really wished they'd just go away.

"Why the hell not!?" I demanded. Freddie looked away from me as he tried to compose himself. "You can't tell me you don't want me Benson!" I knew he did and I would use it as much as I could to get what I wanted tonight. Some feeling for crying out loud that wasn't depressing.

"Because Sam! If you think you're feeling like crap now, if we do this, imagine the crap you're going to feel tomorrow morning." I looked at him in confusion, what he was seriously on about escaped me.

"What are you on about?" I huffed clearly annoyed.

"Regret Sam! You don't want to this because you like me, you're doing it for contact and it's not fair for me to take advantage of that or for you to either." It was obvious that Freddie had already given this thought.

"Yeah so?" I didn't know why I had answered like that, but I could see the anger being to rise in him.

"Damnit Sam!" He stood up as he started to pace the floor.

"Freddie? Are you okay? Who's in there with you?" I heard his mom shout. She had no idea I was in here, Freddie snuck me from the fire escape like he always did.

"Go away Mom. I'm fine." He's frustration was strong in his voice.

"But whose voice is that?" Freddie pinched his nose and shut his eyes.

"Mom….GO AWAY!" Freddie shouted. I could hear his mom begin to cry.

"Okay. I love you." She spoke softly into the door as she walked away. Freddie looked so bothered by what he had just done.

"Great. Just what I need." He mumbled.

"Well all you had to do was go with it and this yelling could have been ignored." I threw at him. The next look he gave me almost scared me.

"Just go Sam." I was taken aback because Freddie had never actually kicked me out before. I always left when I knew it was time. This was a first and I honestly didn't want to be alone. "Seriously Sam." He inched on when I didn't move. So I got up and started to walk to the window that led to the fire escape.

"Fine." I said was I jumped out into the dark.

A/N: End of chapter 1. Tell me what you like about it? Let me know what you hate about it? I'm down for what ever you've got to say. Just so everyone knows, I wrote this story while I was listening to Hold On To This by Jocelyn.