A/N: Carly struggles with the idea of Sam and Freddie as a couple, but not because she's jealous.

Third

Carly POV

I'm going to be happy for them. I'm going to be happy for them; at least, I'm going to try. It's not that I'm jealous (seriously, I'm not) I had my chance with Freddie and once I realized that I wasn't actually in love with him, I never felt romantically inclined towards him again. I love Freddie, and I love Sam and it's not that I don't want them to be together it's just that I'm worried.

I'm worried that they won't work out.

I'm worried that they'll leave me behind.

I'm worried that I'll become the third wheel.

I wonder how Sam felt when she had to put up with me and Freddie for that brief period of time.

She never complained, aloud, to me, anyway.

Then, I wonder if she liked Freddie even way back then. I feel bad, because I do want them to be together and preferably together forever, but I'm scared, because I don't want to be the single girl with the two best friends who are dating. I want to be, Sam, Freddie and Carly not Sam and Freddie with Carly. I don't want things to change.

So, when Sam comes running up to me, grinning from ear to ear, and saying that she didn't want to tell me, but now she does because she remembered no more secrets, I fear the worst. My fears are confirmed.

It's official, my two best friends (who are opposites, and "enemies") are dating. Then Sam notices me struggling to smile and she immediately asks me, "What's wrong?"

I bite my lips as tears start to fill up my eyes and Sam's wrapping me in a hug and whispering, "Oh, Carls, don't cry, just tell me,"

I can't help it, I burst into loud sobs, and start to mumble incomprehensible words between the sobs, "You… Freddie…me…third…don't…change…"

Sam looks at me confused, "I'm sorry Carly, I didn't quite catch that."

I take a deep shuddering breath and try again, "I want you and Freddie to be happy. I want to be happy for you. But I don't want things to change. I don't want to be the third wheel. I don't want to be left out. I don't want to lose you to Freddie and I don't want to lose Freddie to you."

"Oh, Carly," Sam smiles at me, "Listen to me kid, you're my best friend in the whole wide world, and I love you, okay? I'm not going to ditch you because I just might love Freddie too. Freddie's not going to leave either. We're still your best friends first. We will never leave you out. I need you in my life more than you know."

I wipe my eyes and sniffle I'm so touched by what Sam said about I barely register that she just admitted she loved Freddie, "But, what if you guys break up? What will happen to us then? What will happen to iCarly?"

"Carls, calm down," Sam continues, "Freddie and I talked about this-"

"You guys talked about breaking up?" I interrupt.

"Sort of, we decided that we should always be, and this is killing me to say this, but, we should always be friends first, and nothing is going to come between us. We might fight – but heck, we fight all the time now, and so what's really the huge difference?" Sam finishes.

"I am happy for you Sam. You do deserve the nicest guy there is, and Freddie's got to be the nicest guy I know. If he ever hurts you, he's in trouble… and vice versa," I decide.

"Carly, I can take care of myself, Freddie on the other hand, he needs some help." Sam jokes, then becomes serious again, "Tell me if you ever feel like a third wheel, please, I'll stop it. I don't want you to feel awkward around me and Freddie, because I'm just as scared as you are, and I need my best friend."

Suddenly I feel as though a huge weight has been lifted off my shoulders, and I'm smiling from ear to ear because no matter what, I now feel assured, that I will always be in Sam's life. "Sam, let's go grab a smoothie."

"Just you and me?" She asks, and I shake my head.

"Nope, go ask your boyfriend too. I'm just going to wash my face; I'll meet you outside Freddie's apartment."

"He is not my boyfriend," Sam declares, and then I raise my eyebrows, and she sighs, "Fine. I'll go get him. You okay Carls?"

"I'm fine now. You're my best friend and I love you, you know that right?"

"Right back at you Carls and that's something that you can be sure will never change."

A/N: oh, it's so fluffy. But it's not even Seddie fluff. It's just Carly and Sam friendship fluff.