The next night around 2 AM, Fredward Benson tossed and turned under his dark blue sheets. He had only known her for a day, and he couldn't go two minutes without thinking about her. She was a few inches shorter than him, dark hair, blue eyes, and light skin.

"I gotta figure out a way to get this girl to go out with me." Freddie said to himself. "Roses? Girls like roses, right? Well, Sam doesn't like flowers, but she's... Sam." Freddie sat straight up in bed. "Chocolate! Everyone loves chocolate!" He smiled. "Now maybe I can get some sleep."

Freddie was not the only one tossing and turning. Lauren tossed and turned in Carlys bed. Ugh...Its 2 AM. Why can't I sleep..? I can't stop thinking about Freddie...Sam's not gonna be happy that I like him...she hates him... she thought.

"What should I do? I can't let my whole life go by asking "What if?"...I have to go talk to him, now. I hope he's not asleep..." She said to herself as she got up and made her way down the stairs, careful not to wake anyone up. She unlocked the door and opened it, walking across the hall. She began to knock, but stopped. She sighed mentally. I've come this far...no turning back. And she knocked on the door.

Freddie could have sworn he heard a knock at his door.

"I should get my ears checked... mom's always saying..." Freddie sat up in his bed.

"There IS someone knocking at the door." He was halfway down the hall when he heard the person lightly knocking once again. He mentally thanked himself for encouraging his mom to take that cruise with her girlfriends. She'd freak if someone was at the door at 2 A.M. He was almost at the door, when he passed by a mirror hung in on the halls wall.

"You didn't think to wipe the drool off your face," he looked down, "or throw on a shirt?" He sighed, running his fingers through his dark, shiny hair, trying to look somewhat presentable. He finally reached the door and opened it. He couldn't believe the sight before him. The girl that had been keeping him awake all night, the girl of his dreams, was standing before him, in...Girly Cow pajamas? Nice. Freddie thought, and chuckled inwardly.

Lauren couldn't help but stare at him. His hair was a little messed up, but somehow still looked perfect. Even through the darkness, his brown eyes darted at her. He was so perfect to her...even if he was drooling a bit. For a minute she just looked up at him, trying to open her mouth. After many efforts and her cheeks turned red, her mouth finally opened.

"Um, I'm sorry if I woke you...I just...I don't know. I kind of...was thinking about you, I-I guess." she managed to stammer out, looking down at her feet, brushing her long dark hair behind her ear.

Freddie couldn't believe his ears. So about that hearing problem. He thought. First, he wasn't sure he heard the knock at the door, and now, he's KNOWS he couldn't have heard this right.

"You..." He points to Lauren. "Were thinking... about... me?" He points to himself, raising his right eyebrow. Lauren could only smile and nod. She didn't dare make eye contact with him. "Okaaay. Um, I'd invite you in, but mom isn't home. It could get weird in a hurry if someone found out you were in my apartment..." Freddie was cut off. Lauren looked up into his eyes.

"Alone with you." She half grinned. "I get it. Thanks."

There was a short pause. "Well...what about Spencer's apartment? We have to be quiet though...everyone's asleep." She said. Freddie nodded, and they made their way back into Spencer's place. They sat on the couch. "So you were up too Freddie...? You didn't take long to answer the door..." She whispered, looking him in the eye now.

"I was up. I've got a lot on my mind tonight." Freddie ran a hand through his hair.

"Well, do you want to talk about it? I'm a pretty good listener." Lauren smiled.

"I don't know, you may laugh. If you were Sam Puckett, you'd beat me for the thoughts I'm having." He shrugged.

"I won't laugh, and I'm not Sam. I'll take you seriously, Freddie." There was an awkward pause where the two looked anywhere but at each other. Freddie finally rose.

"I should, I should go. Its 2:14 and... well, I don't have to be up early tomorrow, but I should just go." He started to leave. He froze when he heard his name being called.

"Sit down Freddie...please don't leave. Tomorrow is Saturday, and it's summer. Either way you look at it, there' nothing to do tomorrow...for now." She said quietly. He turned around. Freddie seemed to be pulled in by her blue eyes, and he couldn't stop. He sat down.

"What's on your mind...?" He said. He couldn't see, but her face blushed a deeper shade of red.

"It was you, like I said. I kept thinking about how you helped me...you're good to me. Not to mention your smart, and funny, and I get lost in those brown eyes of yours..." She glanced up at him, but couldn't read his facial expression. She jumped a little, wondering if he was creeped out, so she sealed her fate. "Despite what my cousin thinks of you...I...kind of...really, really like you."

Freddie just stared at her for what seemed like an eternity. Lauren was in agony. "Please say something... anything." She pleaded. He didn't move, just stared. "Okay, clearly you don't feel the same, and I've freaked you out." Lauren smiled sadly, trying to be brave. Freddie snapped out of his daze.

"I'm sorry. I spaced, huh?" Lauren smiled. "I like you too, a lot." Freddie grinned from ear to ear, his eyes growing wide.

Lauren looked at him with that deer-in-the-headlights look for about two seconds, then smiled and giggled.

"Wow, that's a relief..." She said, holding onto her heart so it wouldn't burst out of her chest. She scooted a little closer.

"So Fredward..." she giggled. "Are you just gonna sit there and look cute or are you gonna ask me on a date?"

"I'm cute?" Freddie smirked, and raised a brow.

"See that there...?" Lauren waved her index finger around Freddie's face. "That. The smirk and brow thing. That's cute." She batted her eyelashes and smiled. Freddie just chuckled.

"I was wondering..." Freddie took Lauren's hand in his own. "If you, Lauren Cutiepants, would like to go out with me? On a date. As a couple. Just so there's no confusion." Freddie squeezed her hand a little.

"Well, I don't know Fredward, I have things to do." She paused, looking down for a moment. "Psh, yeah right! I would LOVE to go out with you!" Lauren practically jumped.

"Sweet. Until tomorrow then." They both stood, unsure of what to do. Lauren rocked back and forth on her heels. Freddie whistled. "'Kay, bye." Freddie said, and gave her a little peck on the top of the head, before practically running out of the Shay apartment.

Spencer lay in bed wide awake. Why do I feel like I'm 16 again? I've liked girls before...so I should be used to this. But this girl...she's just different. She's beautiful.....Since when am I so deep? Spencer thought to himself. I wonder if she likes me the same way...Should I ask her out? He tossed and turned. He nervously brought a banana from under his blanket and began to eat it. Should I make her a sculpture? Or maybe just a date... He chewed on his banana anxiously.

He knew he wasn't going to get any sleep tonight, so he grabbed his blanket and walked into the living room. He saw the remote laying on a couch cushion and decided to watch some TV to take his mind off of... things.

"Girly Cow...MMA…that Shelby is tough…hey, Drake and Josh." Spencer made his selection and snuggled up to his blanket.

"I don't want to go back to jail. The toilets are made of metal, and it's so cold." Josh said, Spencer laughed out loud.

He felt something under the couch. Spencer wiggled a little bit, and then reached down to see what it was. It was his magic meatball.

"Oh, it's you." he said, staring down the meatball. He looked around. "...Should I ask Heather on a date?" He said and shook it. The meatball lit up.

"Affirmative." it said. Spencer grinned.

"Yes! ...Oh, now I'm hungry." He said as he got up, tripping on his blanket and falling. He rolled over off of his back. "The floor hurt my back bad." he said frowning to himself.

Heather came rushing downstairs, having heard the "THUD" Spencer made when he fell. She helped him up.

"You have a banana." She frowned.

"Um, yes Heather, I'm fine. Thanks." Spencer rolled his eyes and walked into the kitchen.

"I'm sorry. Are you hurt?" Heather asked. Spencer rubbed his back.

"I fell."

"I know what happened, I was there. Lemme check you out. I mean, uh, to see if you have any bruises." Spencer moved closer to her and lifted his shirt. She inspected his back closely, but found no sign of bruising. "I think you're good." Heather said.

"Thank you for checking. Carly would have just pointed and laughed." He gave a weak smile.

"Aw. Well, I want to take care of you." Heather blushed. "You know what?" Spencer shrugged.

"What?"

"I really wish I had a banana."

"But it's the last one." He replied. After a long pause, Heather sighed.

"Man, a banana would really hit the spot right now. You know what I love? Bananas. I would wash Sam's feet for a..." Heather was cut off.

"Fine! Take your banana!" Spencer tossed the banana to her and ran into the living room. Heather giggled.

Heather followed him into the living room.

"Why're you up anyway? Something on your mind?" she said, sitting beside him. He looked down

"Oh, just...stuff. Like how you took my banana." Spencer said, turning to her and frowning. Heather giggled again.

"Your funny...me likes." she smiled. He smiled back at her. "You have amazing eyes." She surprised herself at her boldness.

"Really? Thanks. You do too." He grinned. "I was wondering..." He began, unsure of how to go about this.

"Yes!" She beamed. "I mean, yes?" Spencer chuckled.

"Well, I like you, a lot. I was hoping you'd go on a date with me." Spencer smiled.

"I would love to go out with you, Spencer. I was hoping you'd ask." Heather put her hand over his, squeezing lightly before removing it and resting it in her lap.

"So, I guess we'll get the details straightened out tomorrow?" He questioned.

"Sounds good." Heather grinned, giving him a quick hug and going upstairs.