Alright, you guys wanted me to update sooner so I am. If it's not as polished as usual it's totally your fault... I kid :P

This chapter is definitely not tame so younguns beware - I will recap the important part at the beginning of the next chapter so don't worry that you'll miss something if 'racy' is not your taste.


Last time:

Freddie gently took hold of her wrist so she couldn't retreat and watched as the lights from the TV bounced off the unshed tears in her eyes. Holding her gaze he leaned down to kiss her softly, whispering, "You're not nearly as irredeemable as you seem to think you are, Puckett."

Blinking away (non-existent) tears Sam studied the sincerity on his face, breath caught in her throat. The boy was killing her slowly and he didn't even know it…


Sam rose to her knees so that she was hovering above him, then, without breaking eye contact, placed the hand he wasn't holding captive on his neck and leaned down to kiss him forcefully.

The small part of Freddie's brain that was still functioning recognized a pattern: whenever things got intense emotionally she turned it physical; he knew he should just be grateful her attacks were now with fingers and lips instead of words and fists but he was more interested in the reasons behind it. He'd really have to come back to that later, though, because right now her nails were trailing across his skin and her tongue was running along his lips and he was fast losing the ability to focus on anything else.

For a few worrying seconds he didn't respond and Sam's stomach knotted with insecurity. When he finally let go of her hand to cup her cheek, drew her into him and opened his mouth to her, she allowed herself a small sigh of relief. This she could handle.

Freddie started to shift towards her, unhappy with the space still between them, but apparently she could read minds too (was there anything she couldn't do?) because before he was able to process the movement she'd thrown her right leg over both of his and was straddling him, still exploring his mouth. He definitely preferred her solution…

Abandoning his lips Sam marked her way down his neck to tongue his pulse point, nipping it just a little less gently than he had in the alley.

"Ay, Dios mío" Freddie breathed, closing his eyes and letting his head fall back against the couch to give her better access. Digging under the layers of vest and t-shirt he was rewarded with the warmth of her skin beneath his fingers.

"Better not let your mom hear you say that," she laughed throatily, turning her attention to placing kisses along his throat. What attention she could muster, anyway; his hands kneading her flesh were proving to be a bit of a distraction.

"Yeah," Freddie scoffed, "'Cause if she were here that's exactly what she'd take issue with…" When Sam stopped what she was doing he gave her a confused pout.

She fought a smirk, knowing by the lust in his eyes that she had him right where she wanted him. "You're right," she mock-sighed as she lifted herself off of him, "We should probably stop…."

Panicked, Freddie tightened his grip on her waist and pulled her back to him roughly. The resulting contact made him cry out.

Sam quickly muffled the sound by taking it into her mouth, suppressing the shiver that arched her spine to murmur "Ssh…" against his lips. If the boy couldn't control himself he was going to wake the whole house.

Freddie nodded distractedly. Freeing his hands from her clothes he tangled one in her hair and moved the other to her butt. You couldn't fit a sheet of paper between them but that didn't stop him from trying to bring her closer still, the pressure both frustrating and exhilarating.

"Your mom's at work, right?" Sam gasped. She was having control issues of her own – obviously she'd underestimated the effect this would have on her.

Huh? He was about to tell her that repeatedly bringing his mom up while they were doing this was just a little bit awkward when she started to move against him and all thought fled from his mind. "Huh?"

Ignoring the electricity flowing through her body (she'd be able to enjoy herself once she got him where she could 'have' him), Sam wrapped her arms around his neck and moved her mouth to his ear. "Empty apartment…" she whispered, flicking her tongue over his lobe. "No one to wake up…" She sucked it gently into her mouth. "No reason to be quiet…" she finished huskily.

"Sam…" he half-whined, half-growled, his jeans suddenly so tight it was bordering on painful. Even so, he dug his fingers into her skin and guided her movements against him.

Her name had never sounded so sexy, and for the first time in her life Sam was actually grateful for her mother's tendency to overshare; hours upon hours of listening to her chatter on about her dates in excruciatingly inappropriate detail were finally paying off. Pulling back to meet Freddie's eyes she ran a hand down his arm and, interlacing their fingers, made to stand.

Whimpering in protest Freddie resisted, seeking out her lips once again. He didn't know how much more he could take but that didn't mean he wanted to stop…

Sam couldn't blame him – the thought of breaking contact was distressing to her too. "Está bien," she soothed, giving him a quick kiss before pulling him up with her.

Freddie followed her on auto-pilot, somehow thinking to close the door as she led him into the hall. His brain briefly registered the movie still playing in the background then disregarded it.

Finding the Benson's apartment locked Sam turned to him expectantly; the boy was obviously off in La-La Land though because he was returning her stare with a blank one. Locking her smoldering eyes onto his she pressed herself up against him and gently patted down the front of his jeans. This was probably the only time she'd ever pass up an opportunity to flaunt her skills at B&E…

By the time Freddie realized what she was searching for her hands were wandering along his thighs and he had no intention whatsoever of helping her. Even if she was groping him in the hallway at going on one o'clock in the morning… Wrapping an arm around her he tangled his other hand in her hair and tilted her head to the side. He took a shuddering breath before bringing his lips down on her exposed skin.

Okay, Sam needed to get them inside quick or she'd lose all self-restraint and take him right then and there. Finding the outline of what she was looking for she slid her hand into his left pocket and retrieved the key, making sure to brush against him as she slowly withdrew her prize.

Gasping into her neck Freddie loosened his grip just enough to let her turn around to unlock the door. If he let go of her now he thought he might die…

The combined sensations of his warm breath on her skin and his hardness pressed up against her made Sam's knees buckle. Luckily he held her up, hand splayed across her abdomen, while she opened the door with a shaky hand. As soon as they were in the living room she spun in his arms and attacked his mouth.

Freddie kicked the door closed behind them and responded with equal fervor, cupping her ass-cheeks and lifting until she got the idea and hopped up to wrap herself around him. Finding his balance he carefully picked his way to his bedroom; he couldn't see where he was going through the blonde waves that surrounded his face but her tongue was doing wonderful things in his mouth and he refused to break the kiss.

Sam ran her hands through his hair, wondering when the boy had gotten so freakishly strong. Not that she was complaining, mind you; as much as she loved being in charge him taking control was a complete turn-on. Mostly because she liked to think it was her years of torment that had toughened him up…

Standing at the foot of his bed Freddie tried to figure out the logistics of getting them onto it without separating. Or crushing her. Finally he turned around and backed up until his legs hit the mattress, then sat with her in his lap.

When the action caused their noses to bump Sam took the opportunity to break away enough to reposition herself so that she was kneeling. Going to kiss him again her brow furrowed when he pulled away. "What's wrong?"

Freddie brushed her hair behind her ear. "I want to look at you for a minute," he whispered, trying to calm his wildly-beating heart. She was stunning in the soft glow of the night lights – lips slightly parted and eyes hooded with desire – and he wanted to commit the image to memory in case he never saw it again.

"'Cause that's not creepy," Sam teased, ignoring the flip-flop her stomach made. He was looking at her with such adoration that it would be so easy for her to pretend…

"You're just so…" He wanted to say beautiful but was afraid of how she'd take it. "…hot. Your cheeks are flushed…" Running the pad of his thumb over her cheekbone he sighed, "…and your lips are all swollen." He swiped his thumb slowly across her bottom lip.

Sam darted her tongue out to meet it; watched his eyes widen in surprise then flutter closed. Holding his hand to her she sealed her lips over his thumb and twirled her tongue around it suggestively, the heat mounting between her legs when his eyes rolled back under their lids. The only thing better than what this was doing to her was the effect it was having on him.

Freddie's eyes shot open and he pushed up against her, growling deep in the back of his throat. She'd never done that in his fantasies before – granted at this point in the fantasy she was usually mocking him for thinking she was attracted to him or beating him up for daring to touch her… Even so, he wasn't sure his imagination could have come anywhere close to the reality: she was barely touching him, just sucking lightly on his thumb, but he thought he might explode from the implication.

His primal noises, rough movements, and wanton look did Sam in. Releasing his hand she unbuttoned her vest, shrugged it off and dropped it to the floor behind her. Then she grabbed the hem of his polo and tugged upwards until he reluctantly took his hand back to raise his arms. His shirts quickly joined her sweater on the floor. "Move up," she ordered huskily, lifting her weight so he could move but keeping her hands on his bare chest. She licked her lips in anticipation as she traced her fingers over his skin.

Doing as he was told Freddie held her to him so they wouldn't completely lose contact. When they were settled nearer the head of the bed he pulled her into a needy kiss, replacing the tongue on her lips with his own.

Sam broke the kiss to push him back onto his elbows. Faking a confident smile she leaned down to nudge his face to the side with her nose and, starting at his neck, leisurely kissed and licked her way down his torso. There wasn't much that scared Sam Puckett – much she'd admit to anyway – but with her plan at the 'make it or break it' stage she was terrified. Terrified that she'd ruin their first time, or he'd refuse to go through with it, or worst of all, that he'd see through her and she'd be humiliated. It was usually so easy to hide her emotions but here, now and like this, it was taking all of her acting skills to not give herself away.

Freddie held her hair away from her face so he could watch her every move. When she looked up at him, determination flashing in her eyes, he realized that this was it: she was going to go through with it. The thought was both thrilling and horrifying. He knew there was a good possibility that after tonight things between them would go back to the way they were before and he wasn't okay with that. As much as he wanted her (and God did he want her) he wasn't willing to trade whatever they were right now for one night; he was a teenager with crazy hormones but he wasn't stupid. "Sam, wait…" Her tongue was circling his belly-button, her hands unbuckling his belt, and he scoured his brain for an excuse to stop. "We don't have any protection…"

Straightening to reach into her pocket Sam pulled out the condom she'd taken from her backpack earlier when getting the movie. She tossed it onto the bed next to him with a self-satisfied smirk. Mama came prepared.

"What if that one's broken?" he stammered, a little panicked. He tried to sit up but she held him down with a hand on his chest.

Sam rolled her eyes and took three more out of her other pocket, displaying them for him before dropping them on the bed with the first. "And I'm on the pill." She wasn't leaving him any excuse to back out.

Freddie blinked up at her incredulously. "How long have you been planning this?"

His voice had reached a decibel only dogs could hear, and it would have been amusing if Sam didn't feel the mood quickly evaporating. "Relax, Freddie – I've been on the pill for years; my mom took me to the doctor as soon as I hit puberty." Why did he have to be so difficult?

Seriously? "She couldn't take you to the dentist but she's got you on birth control you don't need?" Well, hadn't needed…

"She didn't want me repeating her mistakes," Sam shrugged. When he gave her a disgusted look she defended, "Hey! It's the one thing she thought to plan ahead on…" And she was actually grateful for it – she didn't want to turn into her mother, either.

He couldn't believe she'd justified her mom calling her a mistake; he knew his mom had had a hard time getting her nursing degree while raising him on her own but she'd never even made him feel like a mistake, much less called him one to his face. That Sam just shrugged it off showed how completely warped her view of family was. Or how deeply she'd buried her resentment…

Taking a steadying breath she climbed back up him and pressed her body to his in a fresh attempt at seduction. She had too much riding on this for him to get all noble now…

"Sam, stop," he whispered into her hair. He didn't want to offend her but if he'd been torn before he was certain now: he needed more time to get to know the real Sam, not the facade she put on for everyone. She wasn't listening though; her nimble fingers had unbuttoned and unzipped his jeans and were making their way into them. Thinking fast he flipped them so that she was on the bed and he was over her, staring into her smoky eyes.

Sam covered her surprise (and disappointment) with a sultry smile. Snaking an arm around his neck she pulled him down to catch his lips in a sensual kiss and grabbed his free hand to bring it to her breast. This was her last-ditch effort – if there was one thing (two things?) boys couldn't resist it was boobs.

Mind a lust-filled haze it took Freddie a minute to realize she was purposely distracting him. Reversing her hold on his hand he pinned it to the mattress beside her head, then undid her hold on his neck and pinned her other wrist as well.

Hot tears of frustration filled Sam's eyes before she managed to will them away, arguing tightly, "You agreed to this…" Apparently she'd forgotten he wasn't a normal boy.

"You said we could wait, that it didn't have to be soon…" He wanted to let her wrists go but was scared if she touched him again he wouldn't be able to stop.

"Why wait?" Sam wrapped her legs around his waist and guided him against her, purring in his ear, "I know you want me…" The words were a million times more self-assured than she felt.

Freddie did his best to minimize the contact but she had thighs like a vice. "Sam, you need to stop," he gasped.

"I've already told you more than I've told anyone that wasn't court-appointed," she growled, dropping her legs to the bed. "What the hell else do you want?"

Taking the opening she gave him Freddie admitted quietly, "I want you to promise me we won't go back to the way things were. That you won't shut me out anymore…"

"Whatever." She had no intention of following through; as soon as they were done those walls were going back up. With grout, mortar, and crazy glue.

"I need you to say the words, Sam," he begged, resting his forehead against hers. "Please…" If she'd just promise him…

Turning her head to the side to break the contact she sighed, "What does it matter?" He was supposed to be begging for sex, not intimacy; how did they get so far off track?

Her shirt shifted when she moved, and Freddie's eye caught the flash of a silver chain he'd been too preoccupied to notice earlier. He let go of one of her hands to follow it, breath catching when his fingers came into contact with the pendant, and he pulled it from behind her neck to study it as though for the first time. When he'd seen the pillow charm in the store he'd known it was destined for her, and it had burned a hole in his pocket for two months until her birthday finally came around. He'd told everyone it was for her love of sleep but truthfully it was because it reminded him of 'Wake up Spencer,' the first thing they'd ever done together without Carly. In the month since he'd given it to her he'd never even seen her wear it.

That god-forsaken necklace was the whole reason Sam was in this mess in the first place, and she mentally cursed herself for forgetting to take the damn thing off. For years she'd managed to keep her feelings for Freddie under lock and key but as soon as that stupid chain had come out of its box so had they. It had made her feel closer to him, touched that he cared enough to get something that suited her so well, and try as she might for the last month she couldn't undo the massive damage that little pillow had done. A tiny fucking pillow.

Freddie placed the pendant on her chest and gently forced her to look him in the eye. Two weeks ago he'd swallowed his pride and asked her if the reason she never wore it was that she didn't like it; she'd shrugged and said it reminded her of him. It had hurt like hell – that something that meant so much to him could mean so little to her – but the fact that she was wearing it now showed him that his weren't the only feelings that had changed. Closing the distance between them he closed his eyes and placed a feather-light kiss on her lips.

This kiss felt different somehow, Sam thought, and when he opened his eyes she immediately knew why: he was giving her a look she'd seen him give before, though it hadn't ever been directed at her. She tried to draw him into another kiss but he pulled out of her reach.

"It does matter, Sam," he told her softly, brushing the back of his hand across her cheek. "I think I love you…"

Sam closed her eyes and took a breath to harden herself before opening them again. Shaking her head she told him decisively, "No, you don't."

He'd known better than to expect reciprocation; what he hadn't expected was the apathy that had completely overtaken her features. Good or bad (usually bad), she always had an opinion. "I do. Sam…"

"Take it back." The interruption was smooth, even, but what she really wanted to do was scream and cry and hurt him the way he was hurting her.

Freddie avoided her cool gaze in favor of watching his fingers tease her blonde curls. If he wanted her to be honest with him then he needed to do the same, even if it was something she didn't want to hear. "I can't," he whispered.

Only through sheer force of will was Sam able to keep the tremor out of her voice. "Why are you doing this to me?" Of all the ways she'd imagined tonight ending this hadn't even crossed her mind.

It was practically a plea, and when Freddie finally dared look at her face it was pained. Was it that bad, him loving her?

"Get off me, Freddie." She was about to lose it, physically and emotionally, and if he didn't let her go now she was going to hurt him.

Her tone was deadly serious, scary in its own right, but he couldn't just let her leave. "No. Sam…"

His blatant defiance broke her composure. "GET OFF ME!"

He was so shocked by the intense hatred that he recoiled, and before he could recover she'd scissored him around the waist and thrown him off. Eyes wide he hit the edge of the bed then rolled off it onto the floor.

The dull 'thud' he made hitting the ground started the tears flowing; not bothering to wipe them away Sam jumped off the bed and ran out the door as fast as her unsteady legs could take her.

Ego bruised and mind boggled, Freddie laid there staring at the ceiling guiltily for what felt like hours. So much for not opening the can of worms…