Heya! I tried to get this up before they cut the internet at my house, but it didn't really work out. So thank my buddy for letting me use his internet.

This chapter is a little sad. Poor girls. I don't own em, I just write em. I love you guys when you encourage me with the comments and favs and watches and what have you. The next one I think I have to up the rating. [And there's your hook ;)]

Freddie's mom had come over around 11 and told him to come home. When Spencer got worked up about it, she gave him a hug and actually tried to comfort him. And it worked. She reassured him that Carly and I would be in the apartment and that she and Freddie would be right across the hall. It was the least weird I ever saw her be.

After Freddie left, I was starting to feel tired, but Carly didn't want to stop chatting or watching Girly Cow or whatever she kept trying to get me to do. Eventually around 1 am, Spencer was tired enough to walk like a zombie to his room. Carly seemed to still be very awake. I had to bring her upstairs and basically tuck her into her bed. She held onto my hand and talked to me until her words got jumbled and she drifted off.

By then I was exhausted by staying with her and having to continuously refuse her when she asked me to stay with her all night. I was trying to be respectful and good. I was trying to separate whatever I feel for her from what she needed me to be just then. I went downstairs and looked at the clock which told me that it was now 2:45 in the morning. I fell onto the sofa and pretty much passed out.

I had Carly next to me. We were in her bed and she was staring into my eyes. She silently mouthed 'I love you' over and over while stroking my face, but I couldn't feel her touch. I started to feel it harder and harder until her hand started to feel like sandpaper. Her mouth morphed from the 'I love you's to her whispering my name very loud.

I gasped and knocked my heard into something as I tried to get up to avoid the creepy dream. I opened my eyes as I clasped my forehead in my hands. I squinted while my eyes were adjusting to the dark. The red numbers of the clock were the first things that I could see. They 3:47.

"Daaaaaaamnit!" I whined to no one in particular. Then I noticed the sniffing figure sitting on the floor in front of me.

"S...Sam?" She spat out meekly. I turned towards her and felt around with my fingertips until I found her face. I held onto her jaw and felt the sticky lines of drying tears.

"Carls, its like the middle of … are you ok?" I was still half asleep, but trying to be sensitive.

"I..." She felt for my hand and I gave it to her. I could hear her voice catching in her throat. "I don't want to be alone." She placed my palm to her chest and held tight. I sat up and carefully pulled her up onto the sofa with me and all the while she gripped my hand. I shimmied to face her and started stroking her hair. I leaned in squinting a little trying to look into her face.

"What happened, Carls? You were fine when we went upstairs earlier."

"I.. my dreams... I couldn't..." She hic-ed and stopped trying to talk. I saw her face scrunch and move around after she stopped talking. Her breathing was out of whack and I could feel her starting to panic. I pulled her to me and I held held her tight as I waited for the shaking to calm down.

"I'm sorry." I heard muffled from my shirt.

"No prob." I tried to sound alert, but I was so worn out.

"I should act like an adult and suck it up."

"No, Carly. You just had something majorly tragic happen. You can be as scared as you gotta be." I rubbed her back and never let up on my grip around her.

"How about we go back up to your bedroom and I stay with you?" I felt her hug tighter.

"I thought you didn't want to. I thought you wanted to be by yourself."

"No, Carls! That was never it, I promise. I just...I don't want to, like...take advantage of you or anything." I tried not to sound like the monster I was beginning to sound like to myself. She nuzzled my hand with her cheek.

"I'm tired." She said softly.

"I know." I started to get up and had her follow me. I held her close and she clung to me all the way up the stairs to her room. I was able to get us to the bed by the soft lights from the street lamps. I laid her down and she nudged over for me to get in. She still refused to let go of my hand. I closed my eyes as she hugged me close with clenched hands. I stroked her back to try to get her to loosen up a little. I had almost dosed off when she spoke out of no where.

"This is kind of funny." I blinked myself back into the waking world and processed what she had said.

"What do you mean?" She was only holding on loosely by then which made me relax myself.

"Usually its you who sneaks up on me late at night all crazy and looking for someone to sleep next next to." I chuckled lightly.

"You're not crazy."

"I feel crazy." I heard her voice drop into that depressed, unhappy thing that made me feel really horrible.

"Well, you're not. That's my thing." In the dark, I could make out her little grin forming at the comment. She shifted so that her head was resting against my neck and I heard her sigh. Again, she startled me when she spoke suddenly after silence.

"Why do you think that you are gonna take advantage of me?" I was searching for an answer that was reasonable. This was not time for me to become the center of attention.

"Well, its just with what usually happens when you're not happy..." I trailed off. I hoped that it was a good enough answer that she didn't bother asking anything more.

"I wouldn't though."

"You kind of already have been." I blurted out without thinking.

"What do you mean?" She sounded a little angry or offended or something. I was suddenly awake as I tried to think of a way out of the hole I had dug.

"Well, I mean...you've kind of been all around me most of the day." I tried to stop the word vomit, or at least sound less idiotic, but I didn't seem to be able to.

"Well if you didn't want to be around, you could have left!" She sat up and sounded on the edge of crying, but she was so angry.

"I didn't-that's not what I meant!"

"What then?" She was screeching and could see the tears starting to fall down her cheeks again. I clawed at my head in frustration.

"I'm afraid that if you want to do things with me that I wont be able to help myself, okay? I'm afraid that this is going to to from me being a good best friend to me being a forget-fuck! I just...I want to be a good friend right now, and I can do that better without having to have the thoughts of you naked!" I thought that I was sounding more and more stupid with each word. I was trying not to sound like I was angry with her because I wasn't. The problem was that I was getting frustrated and it sounded like angry. She had started to sob out loud and I could feel my stomach knot up. She sat away from me and cried into her hands.

"Carly..." I reached to put a hand on her shoulder, but she flinched when I touched her.

"I'm so stupid." She choked out. I put my hands on her knees.

"You're not. You're Carly Shay and you're the smartest person I ever met. You're even way smarter than Fredness." She sputtered a quick crying laugh. She threw her head back then and groaned.

"I feel like I'm going insane!" She fell back and bounced on the mattress as she landed. I cautiously laid beside her and turned her head to look at me. I laid my hand on her cheek.

"It'll get better." I tried to reassure her. She sighed and put her arms around me.

"Don't lie to me." She said starting to sound tired.

"Mama don't lie." I smiled and saw her crack a smirk.

"Goodnight." She said softly. I kissed her nose and saw the smile come over her face as she closed her eyes. I closed my own eyes and luckily, fell asleep right away.