Disclaimer: Sadly, I do not own any any of the characters in this story, except for the ones I make up.

This chapter is just flashback.

Carly sat on the couch, next to Tony and across from Jay, sipping on the beer that was in her cup. It was her first party, her first time drinking, and she was already on beer number four. She could feel it hitting her slowly. The music was loud. It was Jay's fourteenth birthday and since Tony's dad was away, they decided to party. The guys had partied before, a couple times, but she never did, not until now. She looked over to where Stacey was standing. She and him had kissed a few times since last summer, but not much. She wasn't really sure if he was interested in her or not. She looked back over to Jay who chugged his sixth beer of the night.

"Hey, Car, can wanna go talk?" he slurred a bit.

"Sure" she said, needed air.

They got up and walked outside and sat on Tony's porch, alone. She sat down on the first step, and Jay sat next to her.

"You know Carly, you are really pretty" he said slowly. She smiled and shook her head. He was drunk.

"Thanks Jay. And Happy Birthday" she said, knocking her beer against Jays beer. He smiled. Then he did something Carly wasn't expecting at all, he leaned in and kissed her. She was a bit taken aback from this. Jay's lips tasted like beer. Hers probably did too. She couldn't believe he was kissing her, but she didn't stop him. He pulled away from her first.

"I'm sorry. I just..I've kinda wanted to do that for awhile" he said, not looking at her. Carly bit her lip. She wasn't really sure how she felt about the kiss.

"Its okay" she said. He suddenly graabbed her hand and pulled her up.

"Can we talk?" he asked, walking back into the house. Carly didn't really get it. They were already alone, couldn't they talk outside? Jay pulled her into Tony and his sister Kathy's room. He sat down on the bed. He hit the spot next to him, silently asking her to sit. She did.

"What's up?" she asked. Jay turned and looked at her.

"I meant what I said. You are really pretty" he said directly, staring at her. She couldn't look away. She studied his face. Jay had always been her best friend. He was just the guy she hung out with everyday. She had never really looked at him before. This was the first time she noticed how good looking he was. He kissed her again. She kissed him back. He pushed her gently back onto the bed, running his hand up under her black t-shirt.

"Jay.." she said, in between kisses. He stopped and looked at her.

"Don't you want to?" he asked. Carly though about it. The more she did, the more she wanted to kiss him. But it wasn't right. He was drunk. She was a little drunk. And then there was Stacey. A boy she really liked. But did he even feel the same way? Carly pulled Jay down and kissed him forcefully. Jay lifted up her shirt over her head. Then Carly all of a sudden pushed him off. She put her t-shirt back on.

"I can't do this. you are my best friend Jay. I don't want to ruin this" she said, staring at the floor. She leaned down and kissed him on the cheek.

"It's okay. I get it" he said, getting up and leaving. Carly sat down on Tony's bed and started crying. This was getting too complicated. Then Tony walked in, with some random girl. He saw Carly sitting on his bed and turned and whispered something in her ear. She sighed and left.

"Car? Whats wrong?" he asked sitting down next to her. She didn't say anything. She just turned her body towards him and he hugged her, letting her cry.