A/N: Thank you so much for the reviews! I love you all. To my reviewer AIDANNE who guessed that Annie was based on Annie DeFranco, the answer is no, but you do still receive brownie points for guessing. Another hint: Yes, the woman Annie is based on is in fact named Annie, but she's not bisexual/lesbian.

The scent of vanilla surrounded me, and completely overtook my senses. Annie's hands were winding through my hair and as her lips moved against mine, I moaned softly. Kissing Annie was more amazing than I could have ever imagined, and I never wanted the moment to end. Sadly, the moment was ruined for us when an exclamation of surprise caused us to break apart.

"Oh, I'm sorry. I didn't mean to interrupt."

The look on Carly's face said she'd rather be anywhere but here. Annie smiled at her, and though it was meant to be comforting, I knew it was only making Carly more uncomfortable. Carly had been trying over the past two months to come to terms with Annie and me, but it wasn't easy for her. I had to give her credit for trying, though.

"Hey, Carls. Sup?"

Carly wrapped a strand of dark hair around her finger, a sure sign that she was nervous, and sighed.

"Can I talk to you, Sam?"

I nodded.

"Go ahead."

"I meant alone."

"Oh."

Annie got the message and before I could stop her, she had stood up and began walking away. I tried to call after her, but she was already gone.

"Rude, much?"

"Sorry, but this is important. I've been trying to think of a way to say this for the past two and a half months."

My heart sank as she spoke. I knew what was coming. She wasn't able to cope, and was telling me that we couldn't be friends anymore. Though I'd seen it coming, it still hurt.

"Sam…the reason I was so uncomfortable around you and…Annie, wasn't because it was gross or anything."

I frowned. Maybe this wasn't going where I'd originally thought after all.

"Okay. Then what was the reason?"

Carly stared at the ground, and I wanted to wrap my arms around her. Even after everything that had happened, a part of me still loved her and didn't want to see her in pain. I fought it though, and waited for her to continue.

"The reason was because…I—"

She paused, and I could see the tears falling down her face.

"I feel the same way about you."

Holy hell. What kind of sick joke was this?

"I—I was scared to admit it to myself, but especially to you. After the way I acted, I knew you'd never understand."

I laughed and it came out more bitter than I'd intended.

"Carly, of course I understand. I know what it's like to lie to yourself about things that you don't want to face. I did it for years about you. I just wish you could have told me. I'm your best friend."

I wrapped my arms around her in a hug, and even though I knew it was wrong, I kissed her. When she kissed me back, I couldn't describe the feeling that raced through my body like wildfire. I broke away, and her brown eyes were staring into mine so intently that I wanted to melt.

"Carly…before we do this, if it's what you want, there's something I have to do."

Carly nodded and before my courage left me, I walked away in search of Annie. This was going to be so fucking hard.

"Annie?"

She turned, and I was once more struck by her beauty. Why did this have to be so difficult? Annie was such a great person. She didn't deserve this.

"Yeah?"

"We need to talk."

Hadn't that been the exact same thing Jeff had said to me? Oh, the irony.

"Don't. You want to be with Carly. Right?"

I nodded, not trusting my voice.

"How did you know?"

"Sam, I saw the way she was looking at you. I know that look. And I know how long you've loved her. I can't compete with that."

Annie's voice was calm, but her eyes told a different story. The pain that was reflected there was almost enough to physically knock me over.

"I understand. Don't worry about me."

She moved closer to me, and when her lips met mine, I could taste the salt of her tears. She pulled away and met my eyes briefly.

"If you change your mind, you know where to find me. It's been great, Sam. I'll miss you."

Her voice broke slightly, and she walked away before I could say another word. I felt absolutely terrible for hurting her. But I couldn't risk losing my chance with Carly. I just couldn't. I stood there a moment staring after her before I finally began walking back to where I'd left Carly. At least one good thing had come from this. That's what I was trying to tell myself, anyway.

"Hi, Sam."

I froze. I hadn't heard that voice in almost three months. I turned around and was completely speechless.

"Annie? Is that…you?"

She nodded, and I couldn't believe the difference in her. She was paler, her eyes seemed dimmer, her hair had gotten somewhat longer (but not much) and she was thinner, if that was at all possible. What in the world was going on? Carly walked up behind me and laced her fingers through mine, smiling at me, completely oblivious to Annie. When she did finally see her, I could almost feel the shock radiating from her.

"A-Annie?"

"Hi, Carly. I see you two are still together."

It was a simple statement, and Annie's voice held no resentment.

"Yeah. How—how have you been?"

She shrugged, the bones in her shoulders showing even through her shirt. It was painful to watch.

"I'm okay. I should be going, though. It was great seeing you guys."

She waved and as she walked away, I looked at Carly to find her eyes inches from my own.

"This is my fault."

"Sam, no."

"Carls, did you see her? She looks terrible."

"Baby, it's not your fault. You made a choice, and she's made hers. You didn't force her to become this way."

Carly put her hands on either side of my face, forcing me to look at her.

"It's not your fault."

"Is there some way we can help her?"

Carly was silent. I knew that no matter what she wanted me to believe, what had happened to Annie was my fault. I had to fix this. I couldn't let Annie lose herself to her pain. I would do anything to help her. Somehow, I had to help Annie find the strength to love herself again.

A/N: Review?