A/N: So, it's been a few.. months. I'm sorry! But anyway this is my first ever full-fledged sex scene, so PLEASE be gentle. I don't think that it's a big enough deal to change to a 'M' rated story but if you think so you can review and tell me! Once again, first time writing this type of thing so don't be too harsh but definitely R&R!


"You don't need nobody else it's all yours but you fail to see"- Submotion Orchestra

Freddie's POV:

"You need to go home" I said walking into my bedroom.

Sam who was sprawled across my bed sat up, "Excuse me?"

"You have been moping around for the past three days."

"So your way of helping me is to kick me out?"

I walked over to her and planted a kiss on her cheek, "Get out. Go home, get dressed and I'll be there to get you around eight." I handed her a ten dollar bill, "I called you a cab."

She stared at me intensely, "What are you trying to do?"

I pushed her towards the door, "See you at eight, your cab should be here by now, love you."

I closed the door behind her and started scrambling to do everything. I spent the next couple of hours on the phone confirming that all the reservations I had made were set.

I sat back on the couch, ignoring the looks I was getting from my mom. Things had still not gotten better between her and Sam. I had spent almost half of my savings on tonight, but it would definitely be worth it. It was for Sam after all.

Sam's POV:

I slammed my flimsy closet door in frustration. It was 7:45, my hair and make -up was perfect, and I had not a stitch of clothing on my body. I huffed and tightened by robe around myself. I grabbed my phone ready to call off this date with Freddie when I remembered Melanie.

Melanie had left home before high school and we did not get along. She thought she was so much better than me and was always throwing in my face how she was mom's favorite. I'm glad she wasn't home, just one less person to fight with. But she did leave behind a closet of clothes and hopefully a nice dress. I ran into her room, ignoring the nice computer and television my mother hadn't bothered to get me. As I opened her closet I couldn't help but grimace at the sheer amount of pink and frill on the hangers. I was about to leave empty handed when I spotted a deep purple dress in the corner. I snatched it and ran into my room, rushing now. The few times Freddie has been in my neighborhood he had never actually been inside of my house. I didn't want him to see that atrocity yet…or ever, really. I tugged the dress over my head and it fell a few inches above my knee. It was plain and flared out away from my body. I slipped on a blue floral cardigan that matched, sliver sandals and practically sprinted towards the front door.

The moment I stepped outside, Freddie pulled up in his mother's car.

"Why are you getting out of your car?" I asked, panicking a bit as I thought about the inside of my home.

He grinned at me, "I can't open the car door for you?"

I smiled at the sweet gesture and gave him a quick kiss as I got into the car.

Freddie climbed in and started to drive.

"Where are we going?" I asked nervously.

"It's a surprise." He said with a secretive smile.

I frowned, "You know how I feel about surprises."

"I pretty sure you'll like this one" He said as he the car slowed to a stop.

I looked around; we were in the industrial district of town and in front of a factory.

I whipped around to find Freddie to find him staring at me with a blindfold in hand.

I looked at it doubtfully, "What do you want me to do with that exactly?"

"Turn around and let me put on. Trust me it will be worth it."

I held on to Freddie as I stumbled over rocks until we reached a door. I heard our footsteps echo throughout what had to be a huge room. Then I smelled the unmistakable smell. I ripped the blindfold and almost passed out!

Freddie's POV:

I laughed as Sam ran around like a kid in a candy store.

"Oh my gosh! Freddie how are we even in here? When did they open a Fat Cake factory in Seattle?"

"Well technically it's not open yet, I pulled a few strings." I said nonchalantly

Sam ran up and practically tackled me, "Do you even know how much I love you?"

I smiled, "Come on, it's time for dinner." I said leading her into a table that was surrounded by boxes of fat cakes.

"Dinner?"

I rang the bell that was on the table, "Yes dinner."

The young waiter appeared with the appetizers that I had pre ordered. We ate our meal, just really catching up. While Sam was sulking around my apartment, that's exactly all she did: sulk. We didn't talk. I hadn't realized how much I missed her. Watching her down her entrée (basically an entire plate of ham) made me happier than anyone could believe.

Sam looked at me, disbelief written all over her face, "Why did you do all this?"

"Besides the fact that I love you?" I rang the bell again and this time the waiter came out with a fat cake that had a candle sticking out of it, "We missed our six month anniversary while we were fighting"

She gasped as she took a bite, "What is this? Is that bacon? And chocolate? Since when did fat cake have-"She looked up at me, "You did not somehow create a new flavor of fat cake?"

"It's called the "Bacon Laced Chocolate Fat Cake"."

"You created a new flavor of fat cake for me? How did you even-"

"Don't worry about it. Come on, our nights not over yet."

Sam chuckled, "I don't think I can handle anything else."

We started walking out when our waiter ran out after us, "Sir! You forgot!" He said handing me two large and heavy boxes and keeping three in his arms.

Sam looked at me confused.

"Well you didn't think I would just torture you with just one of those fat cakes, did you?"

Sam's POV:

"Where are we going now?" I asked not really expecting an answer.

"A hotel."

I was shocked and now panicked. A hotel. Does that mean he wants to have sex? I was so unprepared for this. I didn't have condoms and wasn't on birth control. My bra and panties don't even match!

And then there was the last time we tried to even get close to doing it and I almost cracked Freddie's skull. As much as I'm all over Freddie, I don't know if I can actually do it without freaking out. I'm so messed up.

As if he could read my mind Freddie said, "Relax, we don't have to do anything you don't want to. I just didn't want you to leave me yet an I know you and my mom are…" he trailed off.

I sighed; Freddie was a sweetheart and didn't really deserve to deal with all my drama. Tonight was the night. I wasn't going let my past stand in the way of me and Freddie. Tonight I was going to have sex with Freddie Benson if it killed me.

Freddie's POV:

I glanced over at Sam who seemed to be in her own little world. I truthfully didn't mean anything by the hotel. I really chose the hotel because room service was the best in Seattle and it was right by the mall. I planned on spoiling her a bit tomorrow.

I hoped she didn't feel pressured about having sex or anything. I was willing to wait however long she wanted me to. I was almost positive she wasn't ready to actually do it. While nothing has been as severe as the time she pushed me from her, mainly because I haven't tried to go so far since, she still tensed up whenever I tried to make moves in that direction. I looked over at Sam and her face was looking increasingly more worried.

"Sam!" I called, trying to break her out of her stupor as we pulled in front of the hotel and were waiting for the valet.

"Huh?" She said looking at me, her emotions splayed all over her face.

"Relax. It's just me."

We walked into the impressive lobby, all gold and white with large chandeliers hanging from the ceilings and I looked over at Sam who was looking around in pure awe. I smiled I loved shocking her since it was not an easy thing to do. I checked us in and we rode the elevator up to our suite.

Sam walked in still not looking quite like herself. I walked into the bathroom about to use it when I noticed there was not any toilet paper; I walked out annoyed and mumbling to myself, "For what I'm paying you would think I could at least have some damn-"

Sam launched herself onto me kissing me almost frantically. Her lips touched every speck of exposed skin. My face, my neck, my collarbone. I wrapped my arms around her waist pulling her close to me.

"Sam I-"She cut me off with a kiss, and grabbed my hands dragging me to the bed. She threw me down, climbed on top of me and continued to kiss my neck whilst her hands roamed under my shirt.

I frowned slightly not liking the way she was completely ignoring me.

"Sam-"I moaned as she bit into my neck then blew on the slightly sore spot. I was trying desperately to remember why I was trying to stop her in the first place. She moved her hands down to my belt buckle, unbuckling it quickly and attempted to yank down my pants.

I took a deep breath trying to will myself to tell Sam to stop what she was doing. When she started tugging at my boxers I took another deep breath and pried Sam off me as gently as possible.

She looked at me confused, "What are you doing?"

"No, what are you doing? "

"I'm trying to have sex with you so if you could just cooperate we could get this over with and-"

"What do you mean get this over with?" I sat up and put more space between Sam and myself, "Why are you rushing this? I tell you all the time I don't care about waiting. I just told you that tonight!"

"It doesn't matter!" she got up from the bed angrily, "You sit there and you say sex doesn't matter and we all know it does! How long are you going wait for me to be ready? You have no idea what I've been through! I don't know when I will be ready to have sex but I know I'm not ready to lose you. I've made my choice; I'm not losing you again."

I ran my hand through my hair in frustration," Since when have I ever made you feel like you had to choose between sex or us? When have I ever been any less than patient with you?"

"Just because your patient now doesn't mean that-"

"Shut up!" I moved in front of her and forced her to look at me, "I am not going anywhere. All I do is fight for you! I don't mind waiting at all! You're right I don't know what you've been through and I'd rather find that out than force you into something you're not ready for. Talk to me, Sam." I said gently, sitting on the couch and pulling her down with me.

Sam's POV:

I felt the tears start to flow the second Freddie sat down. He wasn't going to give this up.

"Sam?" he prodded tentatively.

"I-" I paused and cleared my throat, "My mother has always had terrible taste in boyfriends. But usually none of them even acknowledged me our Melanie's existence. Except for this one guy when I was 13. He was always looking at us and buying us stuff; my mom liked him because she thought we were going to be this big happy family. Until one night I was coming home late from Carly's and heard Melanie screaming." I took a deep breath trying hard to keep it together, "I ran into her room and her was on top of her, touching her, trying to-"A sob escaped my throat.

"I mean I know we don't get along and didn't long before that happened but that's still my sister. All it did was drive a bigger wedge between us. Her and my mother both blamed me for it and mom treated her better because of it. Said if I was home more, more a part of the family it would have never happened. It took a long time for me to not think they were right, some days I'm not so sure."

"Sam-"

"Let me finish." It was easier to just get it all out at one time, like ripping off a band-aid, "Jonah. He tried to rape me. He bust my lip and gave me a black eye in the process. I told you that I had just got in a fight, and my mom didn't care. The only one who knows about any of this is Carly and Spencer."

"Spence?" Freddie looked a little pale.

"He's taken me to the hospital a few times. Look, I know you must hurt I haven't told you any of this, but in my mind telling you this would make me different to you. Used or something."

Freddie pulled me into his lap, "You were right. I had no idea. But nothing has changed about how I feel about you. I still think you're the strongest girl I've ever met. I still think you're the sexist girl alive. And I'm still willing to like I've always been to wait for you as long as you want me to. Okay?"

I threw my arms around his neck and buried my face in his neck inhaling his cologne.

Freddie's POV:

I tightened my hold on Sam wanting to protect her from all her pain. Sam tilted her head and meet her with a kiss. I kissed her slowly and passionately the exact opposite of how she kissed me earlier. I was trying to pour all my emotions and all my love into that kiss. Sam gasped and broke apart. She stared at me looking almost confused before smiling slightly and kissing me. Sweetly at first before it turned into a fiery battle of us fighting for control. Sam rearranged herself so she was straddling my lap. I gripped her waist tightly as she ground her hips into me.

"Sam-"I asked warningly. I have no problem waiting; it's just significantly easier to do when she's not grinding on me, "Sam, I'm going to need you to stop now because I don't know if going to be able to later."

"Maybe I don't want to stop."

I pulled back and looked at her, "Are you sure about what you're saying. Because I don't want you to feel pressured or anything. I'm perfectly capable of-"

Sam leaned forward and kissed me lightly, "You talk entirely too much."

I stood up and led us back over to the plush, king sized bed, "Well since someone has already stripped me of all my clothing, I think it's time to return the favor."

I bent down to kiss her neck, and started working on unbuttoning her cardigan. She came up off the bed in an attempt to kiss me and I softly pushed her back down.

"You attacked me earlier. It's my turn to be in control."

I quickly shed her dress and smirked at her under garments.

"Girly Cow underwear? Really?" I kissed down her neck to her collar-bone, playing with the waist band of her panties.

"Shut up" She moaned as I slipped my hand past the waistband, "Are you sure you never done this before?"

I moved my fingers faster, loving hearing her moan.

"Freddie-I'm- You-"She gave up on words and pulled me down in a kiss, effectively distracting me enough to flip us over.

"Hey!" I said in protest, "This night is about you"

"It's as much about you as it is about me." Her hand trailed further down my torso, "It's my turn to hear you moan."

I gasped as she took me in her hand, her slow uncertain movements driving me crazy.

"Am I doing this right?" She asked shyly, not meeting my eyes.

I pulled her up and kissed her, "A little too well if you want to do this tonight." I looked her in the eyes and moved so I was back on top of her, "You're sure about this, right? Because I can stop now if you want and we can just –"

She laughed at me, "You're nervous aren't you?"

She could always read me so well, "A little."

"Relax" I smiled, knowing she was going tell me my own words, "It's just me."

I positioned myself, "Last chance to back out?"

She thrust her hips up, taking away the choice from me.

"Are you okay?" I asked biting back a moan trying to gauge her reaction.

"Yeah it doesn't hurt, it's like weird"

I rolled my eyes, "Well thank you for describing sex with me as 'weird'."

Sam's POV:

I smiled up at him sweetly, "And how else would I describe it?" I took a deep breath, "Can you get the worst part over with, please?"

He leaned down and kissed me while thrusting into to me fully breaking the thin membrane. I broke apart from the kiss and sunk my teeth into his shoulder wincing against the sting of pain.

"Sorry" he whispered in my ear, hesitating to move. Hesitating a little too long.

I sighed impatiently and moved so I was right by his ear, "Make love to me, Freddie Benson."

He groaned almost painfully and began to move inside of me faster and faster until I moaning continuously, my hands roaming his body.

I moaned embarrassingly loud and clamped my hand over my mouth. Which Freddie promptly ripped away.

"You have no idea what it does to me to hear all those little sounds you make." He growled in my ear.

He held onto me tight enough to leave bruises and I scraped my fingernails down his back. We were going look like we were in one hell of a fight.

I held on to him for dear life, gasping for air as the last wave of pleasure hit me. Hard. Freddie jerked my head up and kissed me passionately to which I responded just as fiercely.

Freddie tried to roll out of bed but I clung to him, "Don't go!"

"Trust me you'll thank me in the morning when you're not as sore." He said peeling me off of him. He walked into the bathroom and soon after I heard the water start to run in the bathtub.

I smiled and closed my eyes reliving every glorious moment of the night. Despite everything going on at home and with Carly, I felt like the luckiest girl in the world.

"Freddie!"

He peeked out of the bathroom, "Huh?"

"I love you."

He smiled and moved back out of view.

"Hey! I just told you I loved you and-" I screamed as I saw Freddie running at me full force and tried to hide under the blankets. He flopped on top of me, knocking the breath out of me and pulled the covers from my face. He placed his hand on the back of my head and kissed me, knocking the breath out of me in an entirely different way.

"I love you, too"