a/n: This chapter is Creddie and contains sexual content. If you are not a fan of either topic, I suggest skipping this chapter.
No flames from Seddie shippers please.

Chapter Six

Freddie and Sam were eating his Dorskitos when there was a loud calculated knock on the door.

"It's Carly, can I come in?" she asked loudly.

Freddie opened the door and laughed when he saw Carly standing there covering her eyes.

"It's safe to look," Freddie told her, "we're fully clothed."

Carly slowly opened one eye first, then both glancing cautiously into the room before crossing the threshold.

"So, ummm how was it?" she asked timidly.

"Orgasmic," Sam replied with a mouthful of food.

"That's good," Carly tapped her fingers against her sides apprehensively. "So I guess, it's our turn," she said to Freddie.

"Yep," Freddie grinned already undressing her with his eyes.

"Give me your keys and ID," Sam said to Carly, "I'll go hang out in your room for awhile."

"Ok, but don't eat all my food," Carly warned her, handing over the items.

"Have fun," Sam told them as she left the room toting a backpack full of beer.

"Sam, seriously – don't eat all my food," Carly yelled down the hall after her.

"You know she will," Freddie laughed as Carly pursed her lips together.

"Sooooo…," Freddie wrapped his arms around Carly's waist. "Are you ready?"

"Ummm, about that," Carly took his wrists and brought his arms back in front of him. "I think we should talk first."

Freddie sighed aloud. Carly was having second thoughts. Fucking great.

"Carly it's my birthday," he retorted, "and Sam definitely fulfilled her part of the deal…"

"I know, but that was just a blow job," Carly twirled a lock of her hair around her index finger. "This is sex and …well, you've been my best friend forever and …, ummm, I just don't want things to get weird between us."

"No weirdness," Freddie made an "X" with his forefinger over his heart. "Promise."

"I'm serious Freddie," Carly crossed her arms over her chest. "Because you are really important to me and I don't want to mess up our friendship."

"I'm serious too," Freddie replied. "Should we ankle swear?"

"You and me, Ankle Swear?" Carly grinned. "Do you even know how to do it?"

"I've been watching you and Sam for years, I think I can manage," he smiled back.

"Ok," Carly agreed. "No weirdness between us after we, ummm…," she paused.

"Have insanely hot birthday sex," Freddie finished.

Carly raised an eyebrow. It was damn near impossible for her to imagine 'insanely hot sex' with Fredward Benson, the guy who had an acute case of "Average" but anything was possible, right?

Now Freddie had done another shot with Sam, mostly because Sam wanted to "wash the taste of Nerd Dick out of her mouth" but also because he was a little nervous about having sex with Carly. He'd had intercourse a whopping six and half times in his entire life (the 'half' involved a Liberal Arts major, a box of whole grain cereal and glitter body paint). He knew he wasn't as experienced as the guys Carly usually dated. And we all know alcohol is the cure for insecurity.

Anyway…

When he leaned forward to grab Carly's ankle his equilibrium didn't cooperate and he tumbled to the floor, taking Carly with him. Fortunately, due to the amount of beer and liquor in their bodies, neither felt any real pain as they fell to the barely carpeted cement floor of the dorm room.

"Carly, are you alright?" Freddie asked as he rubbed his elbow.

Her high pitched giggling was the response.

"You are sooo drunk," she laughed.

"You're drunk too," he pointed at her. "And you haven't done ANY shots!"

"I'll do a shot," Carly announced loudly.

"Alright," Freddie helped her back to her feet and prepared a full shot of whiskey for her. He was about to hand her the glass when he suddenly had a much better idea. Setting it to the side, he took off his shirt and tossed it on the floor.

"Freddie, what are you doing?" Carly asked, a hint of alarm in her voice.

"Body shots," Freddie winked as he sat on the floor leaning against his bed, holding the shot glass between his pectorals.

"You have body hair," Carly stated, her nose wrinkling at the thought of running her tongue over the fuzz that had accumulated on his chest since high school.

"You said you'd do a shot," Freddie gave her the eyes; the big, puppy dog eyes that she hated – yet was unable to resist.

"Fine," Carly moved forward kneeling down in front of him, assuming a position similar to the one Sam had been in not too long ago.

"One, two…," Freddie began the countdown, watching as Carly's mouth opened. Her pink tongue made an appearance, moving closer to his chest. "Three," he finished, tipping the glass just enough to let a few drops hit his skin. He was going to milk this for all it was worth.

Carly's tongue caught the drops right where they landed and Freddie let a few more fall. He watched as her tongue slid sideways to catch the newly fallen whiskey, leaving a wet trail over his breast bone. His skin tingled where the warmth of her mouth had once been and he tipped the shot glass again, until a light trickle ran down to his body.

Carly adjusted her position, placing her hands on his hip bones and tilting her head to the side. She lapped up the liquid, almost greedily, adding a few kisses much to Freddie's delight.

He and Carly had partied together so much that he knew her drinking habits as well as he knew his own. There was a very fine line between drunk-horny Carly and drunk-puking Carly and he had a feeling they were approaching that line. He put the glass to his own mouth and finished the last bit.

Carly's mouth was still on him, and so Freddie set the glass on the floor next to him and gently cupped her face. "Carly," he licked his lips, barely tasting the once bitter whiskey.

"Ummm," she replied, as their eyes met over the drunken haze.

Then Freddie's hungry gaze dropped to her mouth, her lips, her tongue before summoning the courage to bring her face up to his. There was a moment of hesitation on his part, but not on hers. Carly's lips pressed against his, her hands swept up his bare chest to his shoulders.

It was their first kiss.

Freddie lost himself in that kiss for a moment. Carly was entirely different than Sam, though each girl was amazing in her own way. It wasn't a competition. He couldn't necessarily say that one of them was 'better' than the other. But maybe it was because of the ultimate goal of the evening that Carly took their kissing to a higher intensity than Sam had.

There are only so many ways to describe a kiss, and this one left Freddie breathless. To the point where he had to break away, leaving Carly to nibble along his jaw toward his earlobe. She didn't say a word. Her soft exhales tickled his ears, sending shivers down his spine all the way to his dick (which responded immediately, despite the amount of alcohol in his system).

Her mouth trailed down his neck, lightly sucking along his collarbone. Freddie's hands dropped past her shoulders to her chest, where his fingers tentatively circled the tips of her breasts. Descending further he took the edge of her shirt and began to pull it over her head.

There was a moment where depth perception seemed to be an issue, on both their parts. The shirt tangled between their limbs with a slight stretching (not quite ripping) sound. It was met with a "we're really drunk" and a light laugh before Carly began kissing him again.

Somehow they made it onto his bed. Carly was lying on her back, her red lace bra replaced with a sheer black one. Freddie slowly unfastened her jeans, knowing the underwear would be just as black and just as sheer. And he was not disappointed. The low cut panties were indeed see through and tied on with ribbons. The silky black bows sat on her hips, begging to be unlaced.

He felt like an ass for wearing his Spiderman boxers. Sam spit in the last decent clean pair he had. Hopefully Carly wouldn't think he was that much of a geek. It was their first (and probably only) time together and he was wearing Goddam 'My spider sense is tingling' boxer shorts. What the fuck was he thinking? He should have just gone commando. No wonder he didn't have a girlfriend.

Freddie unbuttoned his jeans and in a split second decision, slid the embarrassing underwear down along with his pants. He confidence was about to return when he heard Carly gasp.

"Oh my God, you're naked!" Her head snapped back against the mattress and her eyes fixated on the ceiling.

Freddie wasn't sure how to take that comment, and even with the alcohol (like any other guy) he had a sensitivity about what girls thought of him naked.

"You kinda have to be naked to have sex," he said as he crawled onto the bed over her.

"Maybe we should get under the covers," Carly said as she swung her forearm over her face, covering her eyes. "This is getting weird for me."

"Why is this weird?" Freddie was on all fours on the bed, each arm/leg pair on either side of Carly.

"I saw your penis," Carly said sucking in her breath.

"Carly, you've seen a lot of penises," Freddie reminded her.

"What's that supposed to mean?" Carly snapped.

"Huh?" Freddie squinted as his brain cells struggled to interpret the female mind.

"You think I'm a ho-bag don't you?" Carly whined. "Oh my God, my best friend thinks I'm a slut," she sniffed and rubbed her eye.

"Carly I don't think that at all," Freddie leaned down and kissed her forehead.

"You mean it?" Carly asked.

"Definitely," Freddie lowered himself to his elbows as he kissed her lips. He stretched his legs back until he was resting on top of her. Their skin touched in places it never had before. Carly's body felt so warm and soft under his. He reached up to her shoulder and slid the bra strap down, his mouth following its path. Cutting inward once he was aligned with her breasts, he used his teeth to lower the bra cups. At least he tried to.

After a couple futile attempts, Carly laced her fingers together and cupped the nape of his neck. "Freddie," she whispered gently but firmly urging his attention back to her face. "Let's get under the covers."

He pushed himself back until he was sitting on heels. Carly slipped out from under him, turning down the striped comforter and sheet that was underneath. He slid underneath and covered his lower half, waiting for Carly to join him.

She stood next to the bed with her back to him, her hands reaching behind her to unhook her bra.

"I can do that for you," Freddie offered.

"I got it," Carly replied.

Freddie watched as all evidence of the bra disappeared. Only the bare skin of her back was visible. She sat on the edge of the bed, still facing away from him. Freddie sat up moving closer to her. Without hesitation he peppered kisses along her shoulders, sweeping her hair off to the side as he cleared a path up her neck.

They'd had many conversations about sex, confiding in each other as friends do about the good, the bad and the abnormal things their respective partners had done to them. From time to time Carly would mention things that she particularly enjoyed and Freddie had always intended to try them with his next one (or more) night stand. He never thought he'd get the chance to do them to Carly.

One thing she liked was being kissed around her neck. There were certain spots that were more electric than others. Freddie knew he found one of them when the goose bumps began forming on her arm. He grazed his teeth up and down the groove, sucking just hard enough to avoid leaving marks.

Her head fell against the opposite shoulder as her hand raked its way through his hair. Freddie leaned on one arm, wrapping the other around her midsection while his hand caressed the top of her thigh.

Her hand brushed his, as did the last article of clothing she wore. She turned her head sideways, nudging Freddie's head away from her neck. Sliding her knees onto the bed, she traced a single finger down the length of his torso.

Freddie's eyes closed and his breathing hitched. This was really going to happen.

Then Carly was beneath him again, his hips were nestled between her thighs. His sense of touch was solely in his groin. She was kissing him again, her tongue swirled around his. He fought against the mattress to get his arms around her.

While he held her, she wiggled beneath him raising her pelvis, rubbing herself against him. Carly's hands were on his waist, holding him in place as she moved under him. He felt the tip of his erection sliding along her wetness, and the anticipation was intense. He wasn't sure what to do – stop and get a condom now or wait for her to say something.

Then it happened.

Penetration.

"Oh fuck, Carly," Freddie muttered as their bodies joined together. He ceased all motion, holding both their bodies in limbo afraid of cumming that very second.

"What's wrong, Freddie?" Carly panted into his ear.

"uh…uh…," he tried to make words, but all the blood had rushed south.

"Is it too weird for you?" Carly continued, her tongue circling along his ear.

"No….," he found his voice. "You?"

"mmmmm Freddie," she moaned, kissing down his neck as her hips rolled up against his.

Fuck…

Freddie buried his head into Carly's neck, quickly assessing the situation:

Carly was on birth control. He watched her take it everyday at breakfast. His mom made sure he was vaccinated for everything from the Flu to Feline Leukemia. And most importantly, it was his Birthday –

Just fuck her already! His libido cried.

"Freddie," Carly's lips found his again, her tongue enticing its way into his mouth. Her hands rode over his ass, pulling him into her. He didn't resist.

Carly set the pace which was painstakingly slow. Feeling every centimeter as her tight insides pulsed around his cock was more than he could take. Freddie was trembling as he fought the urge to just fuck the hell out her.

"Carly, please," he begged as his erection came almost all the way out of her, the tip barely holding on at her entrance.

"please what?" she whispered through half closed eyes.

"Go faster," Freddie answered.

Her tongue emerged from her mouth and ran along her upper lip. She leaned up toward him, soliciting another kiss. Freddie took that as a yes, and began to thrust hard into her.

Their motion rocked the bed, causing the cheap dorm frame to squeak obnoxiously. Freddie was vaguely aware of that noise, but the sound that mattered to him was Carly's loud declarations of pleasure. His fingers dug into her shoulders as he pounded into her. He was fully in control now, but Freddie knew he wouldn't last very long…

When Carly's legs wrapped around his waist, it was over. He held her against him, as if it was possible to get any deeper inside her. Freddie was panting hard, trying to regain his breath when Carly giggled. He looked at her in exasperation, what could possibly be funny?

"I never saw your cum face before," Carly grinned as she brushed her fingers against his cheek. "It was kinda cute."

Freddie smiled and rested his forehead against hers. She ran her thumbnails along his spine, down and back up again.

"I told you it wouldn't be weird," Freddie kissed the tip of her nose.

"We'll discuss that tomorrow, when we're sober," Carly kissed him back lightly.

"Maybe we should just stay drunk," Freddie suggested.

They laid together for awhile trading kisses, until certain secretions made it uncomfortable and they were forced to get up and change the sheets.

While Carly packed his laundry bag, Freddie sent Sam a quick text. He was fighting the spinning sensation, and his vision was far from 20/20. He knew what he meant to say, but he had a feeling his spelling was way off. He looked at the clock, the numbers were a red blur. He tried to remember how many shots he did. There was ten of the half shots, then seven to get his wish. Seventeen. Then one more with Sam. Eighteen. Then half with Carly for a grand total of eighteen and half shots.

Not Bad.

And he still had more Birthday fun to look forward to.

Carly and Sam had no idea he found out about the Surprise Party they were throwing for him on Saturday night. He'd been working on Carly's computer and she left her e-mail open, more specifically a new message from Spencer.

Operation Stripper 4 Freddie – Accomplished.

You and Sam owe me $200

He curled up in his bed next to Carly with a smile on his face. This was going to be a good weekend.