Disclaimer: Don't tell Sam but I don't like Ham, oh and I don't own it or her or anything to do with iCarly.

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Chapter Ten


It was mid March for the group and Sam's birthday was getting closer. It was surprising how much had happened in the few short months. Even with those events this one seemed to strike a nerve with the web personality. The iCarly cast sat in the Shay's living room with a frazzled Carly, who kept shooting crazed looks at the pair.

"I still don't understand." Carly stated continuing to pace back and forth in front of her coffee table while her two friends sat together on the couch watching her.

"What don't you get?" Sam asked raising an eyebrow at her best friend who looked like she was freaking out. When wasn't Carly freaking out? Sam couldn't begin to understand why Carly insisted on always putting herself in other peoples business, she thought herself.

"It's pretty much self explanatory." added Freddie folding his arms and relaxing into the couch, even though he wanted to say more.

The blond headed demon and the tech producer with dangerous hormones looked surprisingly nonchalant about the whole thing. Carly smiled internally and continued to play up her dramatic surprise. She had to play it up so they wouldn't get suspicious of her. She knew that it was all going according to plan, she could tell just by the spark in Sam's eyes. It was undeniable when it was staring you right in the face. She could tell that Freddie had already progressed to the next stage, but Sam was fighting against it.

"How did this even happen?" she asked already knowing the answer that question. The two must have realized that the past few months they'd done a few things in front of their friend and she'd ask about the meaning behind it. What were the two expecting anyway? She'd seen them pawing at one another on Freddie's birthday for goodness sakes. If they thought she'd leave it alone forever, they were dead wrong. Carly Shay always got the answers, even if she had to shake a few people down, not that she would but still.

"Does it matter? Besides its not like we're dating." stated Sam; who looked bored by the whole conversation, even though she was slightly annoyed at being bombarded.

"Then what would you call it then?" she snapped at her best friend. Maybe she should look into acting school, she thought to herself.

The pair on the couch looked at one another and seemed to be in one of their little silent conversations. Freddie shrugged then and Sam did as well.

"We're good friends who occasionally make out."

"Don't you think that's a bit dangerous?" she continued with her angry Carly voice.

"We both agreed to it Carls, so I don't really see a downside to it." Sam stated looking more bothered than before. She couldn't understand why Carly even cared what she and the dork did with their free time. She got used to it and didn't want to attach herself, even though she sort of already did.

"Sam!" snapped the web personality. "Maybe once this whole 'making out' thing ends you guys won't be able to go back to being friends. Did you think about that?" She threw up her hands to express physically how agitated she was.

"Shay, chill, we've actually talked it all over and have it worked out. Don't worry your pretty little head."

Carly looked over at Freddie who was slightly frowning to himself. It was clear that he just wanted a chance to be with the blond and this was the only way he saw that he could be. It made her even more determined to go through with her plans. She gave herself a mental pep talk and got back into character.

"You guys are basically dating, if you think about it." she pointed out flopping in the chair to their right.

"No we aren't." argued Sam.

"Oh yes you are." smirked Carly. "You guys are always together, you text nonstop and what did you guys do after the show last week?"

Sam and Freddie looked at each other confused.

"You went on a date!" she shouted, spazzing out.

"No we didn't."

"Yes you did."

"No we didn't."

"UGH!!" growled the brunette throwing up her hands in frustration. "You both went together to some concert the other night, didn't you?"

"Yeah but as friends." defended Freddie. He was going against her cause and she couldn't help but glare at him. She was trying to help him out and he had the nerve to side with the very person holding up progress? That ungrateful little nub! Not that he even knew that she was trying to help them but why wouldn't he just agree with her and not Sam for now?

She turned her attention to him and shot a dark look in his direction, she didn't even know it was possible. Carly wasn't ever good at being completely scary or vicious, but he actually flinched under her stare.

"Oh no, mister, it was a date, you two went out somewhere together, probably ate dinner, dessert, and then Freddie you walked Sam back home and kissed her good night. It was a date!" she dared them to deny it. They looked at her like she as insane and probably wondering how she even knew that they kissed each other goodnight outside the loft. The two didn't ask though and just let it go, opting to try and reason with Carly.

"Well I bought an extra ticket for you but you said you had a date so we just went. Besides you hate Mae." Sam stated completely ignoring Carly's rant about how the other night was a date. She made sure that it couldn't be linked to that word.

"I don't hate them, I just haven't heard their stuff." pouted Carly, who was internally grinning at her acting, she so could win an award for this performance. "Besides if you had asked I would have gone."

Two weeks ago the pair kissed again in Sam's room and unbeknownst to them Carly had seen. The week previous to this 'intervention' Sam had bought tickets to the upcoming Mae show and made sure to get three, so that it wouldn't be weird for just her and Freddie to go. Right before she was going to ask Carly if she wanted to go she told them that 'Trig guy' wanted to take her out after the show. So Sam shut up about the Mae show and didn't bother to mention it to Carly until they got back.

The entire week after that the two seemed closer than ever; it was hard not to notice the glances they passed each other in the halls or the secret smiles. Yet they still held up their circus act for the rest of the world. It was almost perfect, right down to pranks that were pulled between the two.

Carly knew of course, she was there when they were chewing off each other's faces. But it was so easy to see if you knew the two well enough. They were good though and not many people had caught on to them.

"Just give it up Carls!" snapped Sam who was giving her friend a dirty look. Someone was sure defensive.

"No." the brunette stared her blond friend down. "I don't think I will." she glared.

"I don't have to sit here and listen to you go on about something that is nothing. Especially when it's not even any of your business!" snapped Sam who stood and headed for the front door.

"Hey! We aren't done talking." snapped Carly. "Get back here!"

"Oh yes we are, I'm out." then the door slammed leaving Freddie all alone with the dreaded Carly Shay. When had Carly ever become 'dreaded'?

"Why did you go and do that Carly?" Freddie gave her an angry pout, which he was quite famous for. She could remember a time when he wouldn't get upset with her for snapping at Sam. But now he cared for Sam and was quick to defend her. It would have been cute if not for the fact that he was messing with her plans.

"You two are the most ridiculous pair I've ever known! You love her don't you?" she asked looking as though she were about to rip out her hair.

"I never said anything about love, what's with you Shay's and love anyway?" he was blushing though, which was a dead giveaway at least to her.

"You love her and you know it!" she grinned wanting to do a victory dance right then and there.

"I so don't want to have this conversation with you." He tried to brush it off but knew she wouldn't have any of that.

"I thought we were best friends." she pouted and batted her eyelashes in mock innocence.

"That's not going to work on me lady." he glared at her and squished his lips together.

"Darn, where did the good ol' days go?" she sighed and slumped back down into her chair. She used to be able to him to agree with her on anything and now he was his own 'man' and didn't have to.

"Why don't you just let us deal with our own problems?" he asked after she started to zone out. "We'll get where we need to be, it's just going to take some time."

"What about your feelings? Can you really just sit back while she says those things?"

"Of course not, but if I can have this part of her then it's worth it. Don't you understand?" he looked at her, begging her to understand.

"I'm trying Freddie but it just doesn't seem fair to you. Can you just be her 'toy' and 'friend' all in one and not feel like you're being used in some sense? Don't you want all of her and not just a little piece?"

"That's all I want! What do you think I should do?"

Yet again Freddie was played like a fiddle, Fiddle Freddie! She giggled manically in her mind and sighed outwardly. This wasn't the time for crazy sauce.

"Do you really want to know what I think you should do?" she raised an eyebrow. This was what she wanted to hear and he was eating right out of her hand. Brilliant!

"I asked didn't I?" he countered getting annoyed by her little games.

"Look Freddie, you're playing on Sam's turf now. So you need to play as dirty as she does when she wants to 'win'." she smirked and Freddie was growing concerned for the girl. Was it even possible for Carly Shay to seem….sinister? She had her moments when she'd cave and get underhanded, but this was against her own friend! Had the pair driven their poor friend insane with their constant fighting and their weird friendlastionship?

"What do you mean?" he looked like a lost puppy, a really cute one who just needed someone to walk him and pat his fluffy head. She giggled to herself at this and got back to her point.

"Do you remember when you handcuffed Sam to Gibby?"

"Yeah?" it sounded more like a question, as if it was insignificant to their current conversation.

"What did she say to you before she left?" she prodded.

He seemed to be in deep thought for a moment.

"She doesn't play for revenge, she plays to win." he muttered out with wide eyes. He could still remember that confident look in her eyes, the mischief behind them grinning at him with unspoken promises.

"Exactly, so you've got to play to win. You can't play on her terms otherwise you'll get nowhere. This isn't about being 'content' it's about being filled up completely and you can't do that by allowing her to use you."

"I suppose you're right."

"Sam has a jealous streak that most people don't know about. When it comes to friends it's mild because she's secure enough not to care, seeing as how she's got a limited amount of people she considers friends." she paused for a moment and took in his undivided attention. It was almost as though he were taking mental notes. "But with boys she's quick to assume that no boy would want to look her way. She's terribly unsure of herself when she takes notice of a guy. Like with Jonah, she couldn't believe he actually wanted to hang out with her. She thought he had some mental meltdown or something. When she started liking Pete she didn't think he'd like her how she was, which messed with her head. So she figured she'd turn into a Carly clone, which is something I feel terrible about."

"Why's that?"

"Because she has it in her head that I'm 'perfect' and that she somehow can't live up to that or be that, whatever that is. But honestly Sam is special and you know she is." she smiled at him and got this weird look on his face as he smiled. "If only she could see that for herself."

"She's not like other girls." he laughed at his memory of saying this at another time.

"Exactly!" she grinned. "But she can be a bit abrasive which puts people, especially males, off. She knows this but can't change who she is even if she tries."

"But she doesn't need to." frowned Freddie. He couldn't believe that it took him this long to realize that she was perfectly imperfect and he still had strong feelings for her.

"I know, I love Sam just as she is." smiled Carly, who practically glowed from saying this. "She's my soul sister." she mumbled. "She deserves someone who can love her just as she is. I just wish she could love herself enough to see how amazing she is."

"So what should I do?"

Carly frowned and felt her eye twitch. Had he completely missed her point from all the ranting she'd just done?

"Isn't it obvious?"

"Well not really…"

"As lame and cliché as this sounds you've got to make Sam think you'll move on, notice other girls, even if you don't really want to. She'll either pretend to not care or freak out or beat the crap out of the girl or you."

"Gee thanks! That's so helpful!"

"Do you want Sam to be yours?"

"That would be nice."

"Then you've got to play to win!" she shouted like a pumped up football coach.

Freddie wasn't sure how he should feel about this Carly sitting across from him. Part of him was just plain scared, the other was surprised by her advice. He decided to listen to whatever she had to say, if it meant winning over Sam. Then again he needed to talk to Spencer and get a male perspective on it.


The blue pickup truck pulled into a familiar residence. The blond driving stepped out and headed down the sidewalk towards the recording studio. She didn't have to work that day but she wasn't prepared to deal with Carly Shay quite yet. Her plan wasn't to come here at all but she couldn't find Spencer and he wasn't answering his phone. She needed to unload the problem known as Fredward Benson onto someone and Roger Puckett seemed just right. He wouldn't tell anyone what she said and she didn't really need to protect her reputation with him either.

Once inside she greeted the security guard and headed toward Roger's office. Since it was Sunday and about noon he would be eating lunch. How she would explain this to him, she didn't know but she had to try.

She didn't bother to knock when she reached his office door; she just walked right in and plopped down into the chair in front of his desk. He didn't look too bothered by this act either, since they usually shared meals in his office in the afternoons on the days she worked.

"Hey kid." he said after swallowing the BBQ wing he was munching on. She reached over and grabbed a few and started to eat as well. "So what do I owe this random visit?"

"Oh you know, in the neighborhood." she shrugged.

"You live twenty minutes away."

"So, can't I be in the neighborhood?" she frowned.

"I guess." he sighed and went back to eating. He could tell that she wanted to say something but needed a moment to pull it all together. He knew this because he was the same way. It was unlike her though to come to him if she had a problem, so this was a rare treat.

"I need to talk to someone and it can't be Carly or Fredley." she finally said putting the remains of the BBQ wings on his plate.

"I'm all ears." he made sure to look at her face so she knew that he was focusing on her. Eye contact was the best way to let he know that he was focusing just on her.

"I just want to say this out loud and get it out of the way, you know? I want to know that I made the right decision."

"What about?" he was really curious about what she needed to say, if it was what he thought it could be.

"You know about Freddie and me right?" she clearly was uncomfortable saying that in the same sentence, she cringed toward the end of it.

"Not really, I see him around here a lot more but I didn't think much about it." he shrugged.

"We're friends, well best friends, but don't tell anyone I said that. See he wants to be more than friends and trust me I want the same thing."

"So why not date the boy?"

"Because!" she snapped throwing her hands up in the air and huffing.

"That's not a good answer."

"I know but I can't be his anchor."

Roger sat there and looked into his daughter's eyes. The same blue eyes as his, with little bits of Sarah there as well. He could still remember when she was little and always seemed to get herself in trouble with Marissa. Or her and Freddie getting into all sorts of wacky situations, that were just too adorable.

"How on earth would you be his anchor?"

She ran a hand over her face and then looked down at the desk.

"Something I don't think you know about Fredward Benson is that he has a plan." she started and looked up. Roger seemed to be processing all of this. "He's worked for years to get the best grades and pretty much loaded that large head of his with as much crud as he could. He even got accepted into a bunch of universities, the really good ones." she prattled, privately proud of her little nerd. "Just like he always planned."

"So what does this plan entail?"

"Going to the best school, getting through collage and having an amazing job and one of those families with the white picket fence and 2.5 kids, whatever that means."

"What does that have to do with you kiddo?"

"I don't fit into that plan at all and I can't."

"Why not?"

She growled at this and tightened her hold on the sides of her chair. Why couldn't he just agree like he should and leave it at that?

"I'd be the anchor." she stated again as if it were the most obvious thing in the world.

"I don't understand what you mean by that."

"Are you serious? That's an old saying for cheese sakes!" she collected herself and tried again. "I mean that I'd just hold him back and I just know I will. He has to leave and go find himself, away from crazy Mrs. Benson." he smiled at this, he knew how Marissa could be but couldn't imagine her any worse than years before. "Don't get me wrong, I love tormenting the little nub, but I'm not going to hold him back. Our lives are going to be different and I'm going in a different direction."

"Have you bothered talking to him at all? If you could have a chance with the boy wouldn't you want to take it?"

"No, I already decided for the both of us. Besides he needs a girl more like 'Carly', it's how he functions."

"Maybe you should talk to him; it isn't just your decision to make."

"Aren't you a bottle full of wisdom today." if it were at all possible her hands were tighter than before.

"I'm just trying to help you out. But you do what you think you have to and then talk to me when you realize you've made a big mistake." he gave her a bored expression, which she knew wasn't really so much bored as tired. She got that way after eating a lot as well.

"I just needed to say it to someone."

"Well glad it was me." he smiled.

"It was either you or Spence and I couldn't find him anywhere." she rolled her eyes.

"I feel special." he smirked.

"You should, I don't usually share things like this with people."

"Did it help at all?"

"I think so; well I'd better get out of here. I've got bid'ness to take care of."

"When don't you have 'bid'ness'." he laughed.

"We still on for Tuesday?" she asked heading for the door.

"Yep, got everything set up."

"I'll see you tomorrow. Later." she said and left his office.

Roger waited until he couldn't hear her footsteps anymore and picked up his phone.

"Hey, when's the next meeting?" he asked into the receiver. "I have something to tell you that might be helpful."


Freddie sucked in some air and then proceeded to knock, Spencer had returned an hour ago and he needed to talk. It wasn't as though he could go talk to his mother that would just be wrong. She would and try to reason with him that Sam was not the right girl for him. He wasn't about to let that woman ruin his hopes like that.

Carly had left after she got done lecturing him, in-depth on what he should do. But what he needed was someone like Spencer to set him straight and to understand Sam better, even though Carly knew her well enough. The whole situation needed a male perspective on it.

He had gone home after she left to hide, basically. He'd never admit that out loud but that's what he did. He had heard Spencer joyfully singing some random song about forks and spoons as he opened the front door.

Now that he stood outside the door waiting for the classic 'come in' from inside, he wondered if this was a good idea. It was too late though and Spencer's voice called out to him to come inside. It was almost like he was psychic or something; he always knew that it was him.

"Freddo!" he grinned as the young man walked in.

"Hey Spence, what are you workin' on?" he asked stuffing his hands into front pockets of his jeans and trying to seem casual about his visit.

"A sculpture made out of broccoli. I need to have it done within then next few hours or all the broccoli will go bad."

The tech producer just nodded as though understanding and leaned against the back of the sofa.

"Spence." he said after a long silence.

Spencer glanced up mid-molding and raised an eyebrow at the young man.

"Yep?"

"Can we talk?" he started getting a little nervous, all his past conversations with Spencer coming back to him. Awkward! "You know, about private stuff that I can't talk to other people about." he coughed and glanced around.

"You want to have the 'birds and the bees' talk kiddo?" Spencer put down the bowl in his hand and came over to where Freddie was standing.

The young man's face lit aflame as he recalled this talk with another person, his mother. Cringe. There were even charts and technical names as well as gruesome photos of the downside to sexual intercourse. He shivered as he thought of that time when he was just barely eleven.

"No!" he stated shaking his head. "I know enough about that." Too much in fact.

"Then what's on your mindo, Freddo?"

"It's about a girl." he struggled.

Spencer smirked, giving Freddie his all knowing look.

"Freddie, I am all knowing." he started striking a 'cocky man' pose and stroking his chin. "And my guess is that this girl is none other than a certain blond we all know and love," he grinned. "Some more than others." he winked.

"I wish you guys would stop using love so much. Geez!" he threw his hands up in the air and huffed.

"How do you know that you don't love her?"

And there was the million dollar question.

"I uh…" the puzzled look on his face gave Spencer his answer.

"See, you do love her! Just admit it and you'll feel better."

"But I don't know if I love her. That's my point. That's why I need to talk to you." Spencer went back over to his brocco-statue and continued to work. Freddie took this as a sign to continue. "Do you know what's been going on between us?" he asked working his way over to Spencer and sitting down in a table chair.

"I know that you two are pretty much doing what people in relationships do, but Sam insists that its 'not like that'."

"Yeah, that bothers me a lot but what can I do about it?" he rubbed his face and continued. "Carly says I should play to win, it's so weird hearing her talk like that."

"That is a little weird. What did she mean by that?"

"She thinks that I shouldn't give into Sam but fight against her. You know, try to make her jealous. I don't think it'll bother her as much as Carly thinks though."

"I think it'll work, Freddo." Spencer looked up and nodded. "Sam is secure enough with her friends to not worry about losing them unless there's a reason to worry. But I'm guessing she has problems dealing with guys she actually likes. Just look at her other relationships. She puts up a front, being all tough but she's still a teenage girl with feelings. I just know that she's got some sort of feelings for ya, but for some reason she just can't bring herself to allow those feelings to exist."

"You sound just like Carly." he grumbled.

"Is there a girl at school that Sam hates and will get her riled up that you can flirt with?"

"What's with you Shays? Look I don't want to play dirty with Sam, it's not my style and it really isn't hers either. There's got to be another way to get her to return my feelings."

"Play hard to get."

"I don't know."

"Just try it. You are allowed to see other girls, even if they are just friends. It's really the only way to get through to Sam."

"But what if that doesn't work?"

"If you love her you'll have to find a way. Otherwise this thing, whatever you call it, will end badly and you'll lose a friend. Can you live with that?"

The prospect of losing Sam was too hard for him to deal with, not seeing her for days was bad, forever was….well forever! He frowned and stood up.

"Thanks for the talk." he mumbled and left.

Spencer stopped what he was doing and made a call.

"Yo! Hey bro, the meeting is set for tomorrow, yeah bring the socks. Thanks, yeah." he hung up and grinned to himself. Poor Freddie, he thought and got back to his work.


Monday morning came quickly and Sam was rushing around that morning. She'd had a lot on her mind the night before and couldn't sleep. She was surprised to see both her friends downstairs and ready to head to school while she was stuffing her school things into her bag and carrying her shoes. It was a clear indication that she was a mess, just by looking at her reflection in the mirror.

Carly wasn't talking to her; she was doing the same as well. Freddie frowned as they made their way to his car and got in. The silence was so ridiculous to him. Sam fiddled with the radio but decided to put a CD she'd just bought, though it was a few years old. It was by the band that Roger had been managing. It happened to be the first CD they'd ever made and she'd been curious about it.

The female lead singer was hilarious and she did an amazing job on their first album; in her opinion.

Even though Carly was just acting, she could tell that she'd really upset Sam and wanted to apologize. But knowing of her own plans she couldn't, not until this was finished. Sam was the only obstruction in the operation. What she couldn't seem to understand was why Sam got so defensive and upset about her asking about their 'relationship' or lack thereof. This was going down in the book as well, Carly thought to herself as she watched Sam through the side mirror. Her friends face was set in a blank expression but there was so much more going on in that head of hers.

Once they reached school Carly headed off to give the two their alone time, which she figured they needed after yesterday. That was the least she could do for the two, after all she'd caused some sort of rift in their 'thing'. She could tell that Freddie was still on the fence about what to do with Sam and he needed the time too.

After Carly left the two sat there in his car for ten minutes, not speaking or moving as other students started heading in. The silence was getting to Sam though, he could tell.

"Why are we sitting in your car?" she asked finally fiddling with a loose string on her sweater. It always helped to distract herself like this, even if it seemed pointless.

"We usually sit in here." he shrugged, feeling strange still after what happened the night before.

"Yeah but we aren't usually just sitting. Is something up?" she glanced over at him and he looked conflicted. Usually they'd kiss, while no one was in the parking lot then head inside. But not this morning, he was just silent and looked like there was a huge elephant in his brain.

"Just have a lot on my mind I suppose." he mumbled softly looking down at the steering wheel.

"About what Carly said yesterday?" she frowned. "Look Benson, we can just end this if you're going to get all mushy." she started to get agitated about having to go through with this conversation.

"I never said that, oh just forget it. Let's get inside before the bell rings." he sighed and got out of the car. He wasn't sure how he'd deal with this girl but there had to be a solution to winning. He couldn't just tell her everything that had been on his mind since last night. Talking to both Carly and Spencer had left him unsure of what he should do, if he should go through with what they suggested. He wasn't that type of guy who would use another person just to get at someone else. But he wanted to be more to Sam than what he was at the moment. He wanted her to look at him with feeling and dare he think, love. Sometimes when they kissed he thought he could feel other emotions from her, like it was going to be the last time that they'd ever kiss. She wanted it to mattered, at least that was his take on it.

When they were at the concert that one night they were so wrapped up in each other's eyes that it didn't even seem like they were at a concert. They danced through most of the songs together, which involved a lot of flailing limbs and hip movements. He'd never laughed so hard in his life.

He made it half way to the door and stood a few feet from it; waiting for the blond. Sam joined him as they headed to the front doors of the school. It was so strange to be in school and being 'involved' with Sam, in some sense. Carly's words were still with him though as he reached his locker while she went to hers. This gave him a moment to collect his thoughts and figure out what he should do. He couldn't just go up to some random girl and 'flirt' that would be too weird. Sighing he put his stuff away and grabbed his English book. He really didn't want to do this, it just wasn't him. But he sucked in a breath and talked himself into being as causal as possible.

Sam felt like banging her head against the front of her blue locker. She could tell that Freddie was a bit off, he didn't even kiss her good-morning, not that she cared, and no she didn't care at all! Foolishness, that's what it was, on her part. She wasn't supposed to be getting all 'girlfriend' on him and wanting all the 'lovey dovey' things from the nub. It was in way he'd hold a door opened for her or bring her food whenever she wanted it. Or even how he'd just brush off her harsh words most times even though she could tell they bothered him.

She could take what Roger had advised to heart and just tell him what she thought. But it wasn't who she was at all, she couldn't explain to a boy who'd always been her punching bag that she was just looking out for him. He had such potential to do great things with that brain of his; she'd always known it and maybe felt a little jealous also. Not that she cared at all for school and the like but recently she had thought about it more and wondered where she'd be headed if it were different. She couldn't see herself in some stuffy office working for someone she hated everyday. There was no way she'd solve any great mystery or make a cure cancer.

If she had buckled down and gave a damn about school work and such, then she wouldn't have to ponder that. It wasn't as though she was stupid or anything, in fact secretly she had a love for Physics, but no one knew this, except her Physics teacher. Surprisingly her two best friends got that class out of the way and didn't want to take it again. They also stopped asking her about her grades as well as her classes she didn't have with them. It made things easier to hide. Since the year before she'd started to privately work a little harder toward raising her grades, not by much but just a little, to pass. She could at least have something so she could get into community college. Though her dream was to go to a culinary arts school and learn to make food beautifully as well as delicious.

Physics though was her best subject, besides home economics. Her Physics teacher always collected her homework after everyone left the room, she was just too awesome. She also never mentioned Sam's work out loud; they seemed to come to an understanding to that as well. Ms. Lewis for some unknown reason liked Sam and knew how she functioned outside her class.

She was the best student in that class and Ms. Lewis wanted her to stay, so she kept Sam's amazing brain a secret from the student body.

She grabbed her Physics book and her History and made sure to cover up the Physics cover. Not even Carly knew of this and no one would ever. She'd been asked by a few kids once, such as Gibby, who had seen her going to the 'Honors Physics' class. She informed him that time that it was more or less a punishment and a requirement that she had to take this class, which she was 'failing' or so she said. Of course she made sure to inform Gibby to keep his yap shut and to never mention what he say, otherwise he'd find out why she'd been arrested.

Her eyes scanned the hallways and landed on Freddie, talking with some girl, who kept giggling like an idiot. It wasn't as though it really mattered to her if he talked to other girls. It was his right and it was bound to happen sometime. What they had wasn't anything, she made sure to remind him of this as much as possible. Watching him give someone that flirtatious smile made her nauseous and angry though. She knew that Fredward could be quite attractive to the female students at their school. Heck even she could sort of admit that he was attractive in a nubbish sort of way. Yet he insisted on following after her when he could have just about any girl in that school. The boy really did enjoy pain; otherwise he would have given up a long time ago.

The girl, who she'd seen hanging with the other AV Club nerds was actually really cute and a pretty cool chick, once she stopped being a dork. Sam never really had the urge to hurt her either, which was strange for her. Though now there was a slight tickling in her fist to just punch her in the face for giving Freddie that look. Then after she finished off that girl she'd make sure to maim Freddie for wiggling his eyebrows and smiling flirtatiously at her.

She pushed those thoughts away and continued to watch from a distance, making sure to not draw too much attention to herself.

Whatever Freddie was saying she was eating up and pushing his shoulder in a playful way.

Sam felt her left eye begin to twitch though and her hands were leaving indents in her two large hard cover books. She turned away from the scene and headed for Physics, her first and favorite class of the day.

Freddie smiled as he watched Sam walk away in a hurried fashion. Natalie Rodriguez was his other female friend, who he talked with on occasion in the AV Club meetings. She had made his 'plan' easier; she just walked right up to him and asked him about what she had missed in the last meeting. It seemed that she had some sort of appointment that day and she had to miss it. From what he could tell she must have had her braces tightened. It must have been a pain to have to get those; right before senior year.

He didn't mean to say anything funny but apparently she found it hilarious and couldn't control herself. He made sure to subtly glance at Sam and could tell that she was annoyed by him talking to Natalie. He wasn't sure if he could keep it up though, it just felt so wrong.

He continued to nod and laugh though as Natalie explained what had happened the other night with two other guys in their club. It was apparent to him that even 'nerds' knew how to have a good time.

Once she left he headed for English class and wondered briefly why Sam had two books with her, which he had noticed when she turned to leave.


At lunch Sam was nowhere to be found and Freddie was really worried that he had messed up. He looked around and saw Carly chatting it up with 'Trig guy' in the lunch line. She waved over at him and he gave a half hearted wave back at her. She could tell that he wasn't as enthusiastic and realized why. Sam was nowhere in sight, she frowned at him then and gave him a look that said, 'where's Sam?' He shrugged and returned his attention to the lunch he had packed himself, which was new to him.

His mom had been gone a lot more then he could remember; it was very unlike her. It was almost as though she were avoiding him, or Sam. He wasn't sure which of them she couldn't face. But he'd had so much freedom over the past few weeks that he was started to miss her overbearing behavior.

Carly and the Trig guy came over and sat down at the table with Freddie, who was frowning down at his sandwich. Maybe it was a bad idea to 'seem' like he was flirting with Natalie. His blond demon never missed lunch, not even if she were physically disabled or detained in the principal's office. Nothing kept Sam from lunch hour. Especially when he brought her snacks!

"Maybe she got into some trouble before lunch." Carly suggested, noticing the worry sketched over his brow.

"She would have still made it to lunch." he said sadly looking down at the fat cake he'd brought.

"I know I was trying to make you worry less." she said sadly and picked up her apple and took a bite.

When lunch ended they headed off to their respective class, which was History. The only other class they had together was Trig and that was the third class of the day. Sam seemed fine while she sat in the back and scribbled in her beat up notebook. She was pressing pretty hard into the paper, if he remembered correctly.

Was that the reaction he was looking for from the blond girl? Was this considered a success? Had he really made Sam jealous and just from talking to a friend? He knew that his intent was to seem like he was flirting but this sucked. He'd rather have her there punching him for his pouting and telling him to 'man up'.

He took his usual seat off to the right and noticed that Sam was sitting in the way back with her book opened, nose stuffed in it. He'd hardly ever seen her do this outside of school, it was like a miracle. He continued to gaze at her and finally she glanced up and gave him a thoughtful looked and raised an eyebrow at him.

His brown eyes grew wide as he noticed that she was trying desperately to cover up something. It was in her eyes, he could spot it a mile away. She chose to break their eye contact and get back to whatever she was looking over; it didn't look like their history book though.

Carly took the seat on the other side of the room and waved at him and then waved to Sam who glared at the girl. He assumed that Sam was still not over Carly butting into their business. It seemed weird to him that she'd react this way. He started to wonder if there was more to her reaction then he could see.

The trio departed from the school parking lot with full bags of textbooks and heavy minds. Carly was still trying to pretend that she was upset with Sam while Sam clearly was still mad. Freddie knew that Sam wasn't going to tell him what was bothering her, she never did. In fact every time that he attempted to confront her about 'emotional' subjects she'd block him or kiss him, to distract him from bothering her further.

Once he parked and they got into the elevator things were still tense. Sam and Carly headed for her apartment while Freddie went to his to drop off his things and start on some homework. Sam would be leaving in thirty minutes to go to work. It was still weird to say that, even if he thought it. Sam and work were just too weird to put together. Or the fact that she was still working and hadn't quit yet.

He decided to go over before she left and see how things were. He didn't bother to knock, Spencer wasn't home, and he and Socko were off at the junk yard collecting things for another sculpture.

The living room was vacant of the two so he quietly headed upstairs and could hear yelling coming from the studio. The door was opened but he chose to stand off against the wall.

"You don't understand at all do you?" shouted Sam, who was moving around, from what he could see from his position. She looked like a caged animal pacing like that.

"I really don't. I was just trying to look out for the both of you." Carly tried to reason sounding strained by her friend's anger.

"No Carly, that's not it at all. Think about it." she stopped for a moment and leaned against the car while Carly stood near his tech cart, which he forgot to take home the other night. "Every-time I end up with someone or even take an interest you get involved somehow. I mean it's not like this is effecting the show in anyway, yet you still feel like you have to be involved. Just look at what happened to all my other 'relationships'"

"Are you blaming me for your bad relationships?" shrieked Carly clinching her fist to her sides.

"Jonah, even though he was with me he wanted you. Can you even come close to understand what that's like? To know that you'll always be second..." she trailed off. "I can't be like you Carly, all fluff and perfection. It just isn't me. But I just wish that for once I can be first to someone rather than having to be some consolation prize to you." she rubbed her face and he could hear her voice waver for a second before she collected herself. "Don't get me wrong, I love you so much Carly, I really do. You are the greatest best friend a girl could ask for. I don't know where I'd be without you there to keep me on the right path, but seriously can't you see what you do sometimes? Sometimes I wonder if you actually reach out while you're inside your little Carly bubble and just look around. There are other people around here too and not everything is about how they might affect just you. I'm sorry that I said that but…" she trailed off and looked down at her shoes.

Carly froze where she stood and looked at Sam, Freddie couldn't see what her face looked like but he guessed shock. Her head dropped and she was shaking all of a sudden. He felt bad for Carly for just a second but could understand how Sam felt about her best friend at times.

"You're right Sam; I don't understand how you feel. But I wasn't trying to come between you guys; I just want you guys to go about it responsibly. Is that so bad? You guys are so important to me and I don't want to think about what would happen if..."

"Carly, you want to know the real reason why I won't date the nub?" Sam stated looking her straight in the face.

Carly's head shot up.

"That would be very helpful." Carly found herself saying, she couldn't believe this conversation was happening. At first she had been acting but somewhere along the way it became a real talk with real problems. Her best friend actually thought she was self-centered, maybe she was but she never noticed.

Sam sat at the tip of the car and lowered her head so that Carly couldn't look into her eyes.

"You know that Freddie's going to end up going to some fancy school where he'll probably meet the right girl for him. Maybe someone like you, who he can have the whole package with."

"Are you insane? How can you possibly think that far into the future? You guys haven't even started 'dating' yet; don't you think you should do that first before you start jumping to conclusions?"

"I'm not jumping to conclusions. Sure I'm thinking too much into this but if we get emotionally attached and he has to leave and I have to leave for my own thing, we won't be able to stay friends. It'll be harder to give him up if I give into being with him; I know I won't be able to. I'll be selfish and make him stay even though I shouldn't. We'll be worse off if there's feelings attached, do you get it?"

"I get that you're an idiot." blotched Carly.

"Look, I won't be the reason that he fails at his 'master plan' for his perfect little life. He at least deserves to get away from here and find himself and not have to deal with his nutcase of a mom. If he feels like he has to stay then it will be my fault."

"Are you telling me that you actually....care?" she sounded genuinely surprised. She expected a lot of things from Sam but not that she'd be so selfless towards Freddie like this, that she'd hurt herself just so he could be happy.

"I never said that." Sam said quickly. "I mean I love messing with the dork, but I'm not going to ruin his entire life. I do have my limits." she smirked.

Carly moved closer to Sam and looked her in the eyes.

"Oh my gosh...you...you...." she couldn't even bring herself to say the words that had just formed into her mind.

Sam's eyes were wide then and she covered Carly's mouth.

"Don't you dare say what you're thinking of saying? If you say it then it becomes real and that's what I'm trying to avoid here."

"Sam, why don't you just give up on this whole thing and just be with Freddie like a normal person would?"

"Because we aren't normal, don't you know this?"

"Do you know what he wants?"

"Somewhat, but pretty soon it'll get out of his system and he'll be able to move on from this, that's just how it has to be."

"No Sam, this isn't some fling and you know it."

"Sure it is, we're friends and we fool around. That's just how it is and pretty soon we'll go back to just being friends once he realizes that this was just physical."

"Was that all it was to you too?" Carly asked in a low voice as she stared Sam down.

"Just leave me alone, Carly. I've given you my reason so just drop it."

Sam pushed past Carly and went into her room to gather her belongings for work. Freddie took this as his cue to get back downstairs and out into the hall. When Sam came out she was still a bit flustered from her talk with Carly. With what he knew he found it hard to not fidget while she stared him down, daring him to say something stupid. He tried to pick up on how she felt though her eyes, but she was blocking him out. Yet he could still feel her words rush over his ears and he wasn't sure how he felt about everything he'd heard.

"You want me to drive you to work?" he asked pushing himself off the wall. She froze at the front door and just stared at him. He could tell that she wasn't expecting him to be there.

There was something off about this boy and she wasn't sure what, she thought to herself.

"You don't need to." she stated closing the door to the loft. He pouted for a moment, which made her smirk at him a bit. She walked over to him and ruffled his fluffy hair. She'd grown accustomed to its new length. Mrs. Benson still had problems with his slightly longer hair, it wasn't very long but it was noticeable if you knew Fredward Benson.

She ran a hand through his hair and he sucked in a breath at the contact. It was a heck of a lot gentler than it normally was. He did something that always seemed to shock her; he pulled her into a hug. Not the kind you give a friend you haven't seen in a long time or your brother after he gives you a birthday gift. This hug spoke volumes to her as he held onto her and rested his head on her shoulder.

This was part of the problem for her, when he did things like this it made it so much harder to detach herself emotionally from him.

She pulled away and lightly smacked his left cheek.

"Let's go Benson; you are buyin' me some food."

He whined as he followed her out of the building and into the cool March afternoon. He didn't mind though, if it meant he got to spend another day with her. All the information he'd gathered from earlier was stored in his 'Sam' bank in his mind. He'd have to go through it when he got home later and figure out what it all meant.

It did give him a little hope for them and their future, if only he could convince his little blond demon. He really liked thinking of her that way too, it made him smile.


Panda Note: Okay people I know that it took me forever to get this one out but I've been super busy and now my laptop is being a mega jerk again. So if I do any writing it'll be on my dad's iBook, which is where I am now. So I won't be doing much writing this weekend. Boo....Sorry guys, but I will work on it Monday, we'll see how tomorrow goes first.

Let me know what you thought of this chapter, REVIEW!!!! Yes you, the one with the shocked and drooling expressions on your faces, do it, think of the children!

Thanks to all the awesome reviewers as well, I got like 22 reviews for the last chapter, thanks!!

Oh and who's excited about the new episode coming on July 11??????? OMG I'm so jazzed! They kiss again!!! AH!!!!.....take that Creddie fans...no offense sorry!

Also since I can't reply to you privately I will do it here:

terri: welcome back!! Thanks! I'm glad you are enjoying it and it's great to hear that you guys all like this story! :D

carly chattw: what does that mean? kak? thanks for the review though!

ChelseaC: oh you know it! Thanks! I love being complimented!! :D

Marisa: Thanks!!! I blush lol I will try, hopefully you and everyone enjoys this, it took me longer than I wanted to finish.