A/N- Yes, I did borrow the character of Jonah from the episode "iHate Sam's Boyfriend". Yes, I turned him gay. Does it surprise you? I didn't think so.

A/N take two- If the story seems rushed in parts, chillax because that's just my writing style. Hopefully you enjoy anyway. R&R, and the wait for the next chapter won't be as long (sorry, I was on vacation XD)

Sam stared at the sparkling tube of lip gloss in her hand. Its color was somewhere between peach and pink (or at least that's what Freddie had said as he had handed it to her.) A makeover, he had said, was simply a last resort for Sam to get in touch with her feminine side before the dance. Sam wasn't quite sure how this related to impressing Carly, but at this point she was willing to do anything to wow the brunette.

Freddie was rummaging through Sam's closet, trying to find the perfect outfit. "Jesus, Sam," he grumbled, getting down on his knees to search her closet floor. "Not only is your closet a total mess, but you have about five million flannel shirts."

Sam blushed. "Just keep looking…I think I have something girly way in the back."

Freddie scoffed. "Hey, are you testing the makeup like I told you to?" Freddie had now completely disappeared into the ocean of clothes spilling from the closet.

"Yeah, yeah. You know I don't look good in makeup." Sam abandoned the lip gloss and started to apply a thin line of eyeliner to her upper lids.

"That's not true," Freddie said. "Aha!" he exclaimed triumphantly, pulling a green miniskirt out of the closet.

"What?" Sam said, turning around. "Oh, that. That's Carly's. She must've left it here a while ago."

Freddie pouted. "It'd look great on you! Just try it on, please." He did puppy dog eyes, and Sam grinned.

"Homo," she laughed, grabbing the skirt and heading for the bathroom.

Freddie stood there, shocked, then laughed. "I wouldn't be talking, honey."

"Ooh, that stung," Sam deadpanned from behind the bathroom door.

When Sam finally emerged, Freddie whistled, much to her embarrassment. Sam had never realized how good her legs looked. Freddie high-fived her and wheeled back into the bedroom.

"Now that we're on a roll," he said brightly, "try these on." He seemed to have magically found an array of brightly-colored, low cut tank tops. Sam looked at the tank tops, then at her chest, and then at Freddie skeptically.

"Hey," he said, grinning and practically shoving Sam into the bathroom, "you have to use what you've got."

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The gym seemed to have completely transformed for the dance. The walls were covered in black crepe paper, and colored lights flashed to the beat of the music. Fall Out Boy blared from the speakers, and chaperones scanned the writhing crowd of students for what they routinely and embarrassingly referred to as "inappropriate touching".

Suddenly, the door opened, sending a wave of brisk air into the stuffy gymnasium. People looked to see who the late arrivals were, and gasped when they saw Samantha Puckett, looking completely different. She was wearing the green mini with black leggings (which had been a compromise between her and Freddie) as well as a tank top which, in the words of Freddie, "made her boobs look huge." Her hair was totally up, which it rarely was. Finally, she had allowed Freddie to apply blush, eye shadow, and just a hint of peachy pink lip gloss.

"Hey there, sexy," a voice purred in Sam's ear. She turned around with a start to find Dylan grinning at her. The brunette was wearing a black tank top, tight jeans, and vivid red lipstick.

"Hey," Sam said half-heartedly, glancing across the room at Carly, who was dancing with an admittedly cute tenth-grade boy.

"Wanna dance?" Dylan said suggestively, grabbing Sam's hands. Sam shrugged slightly before allowing Dylan to pull her out onto the dance floor.

For a moment, Sam felt herself being sucked into the chaos of dancing students. Dylan put her hands on Sam's hips quite roughly and pulled the blonde toward her. Dylan smelled vaguely of lavender, and Sam instantly thought of Carly's lavender perfume. Guiltily, she looked once again across the dance floor at Carly, just in time to see the tenth-grade boy grab her ass.

Sam shook her head, willing herself to concentrate on Dylan. Dylan yelled above the music, "I'm going to get some water, k? I'll bring you one." With a wink, she disappeared into the throng. After a few moments, Freddie danced by, his arms around the neck of a boy named Jonah who sometimes sat with Sam, Carly, and Freddie at lunch. They looked pretty cozy, and Sam hated to ruin the moment, but…

"Hey!" Sam hissed, elbowing Freddie just as he looked like he was about to close the gap between himself and Jonah. He looked annoyed for a moment, then said, "What?"

"This," – she pointed to her clothes-"is attracting the wrong person."

Freddie shrugged. "If you want something, you have to work for it," he said simply, before Jonah pulled him into a kiss. Sam noticed Miss Briggs giving Freddie and Jonah the evil eye, and she coughed to warn Freddie.

The DJ played several more fast songs before changing the mood and switching to slower songs. The flashing colored lights were changed to light blue, making the faces of the people in the crowd ethereal and, if possible, making Carly look more beautiful.

Dylan still hadn't returned from her water expedition, so Sam made her way over to the refreshment table. To her surprise, Dylan was talking to a pretty ninth-grade girl and twirling her hair around her finger. Strangely, Sam didn't feel any pangs of sorrow, at least not the same kind as when Carly had rejected her.

Sam reached for a bottle of water. As she did so, a hand brushed hers, causing her to start. It was Carly, who had been leaning against the table. There was no sign of the boy she had been dancing with, and the brunette had an odd, lonely look on her face.

Even though Carly had broken Sam's heart, Sam instantly felt concern for her friend. "What happened?" She asked, having no trouble speaking over the soft music and low voices of the crowd.

Carly shrugged, not looking at Sam. "Boys, you know?" Carly said, with a sad-sounding laugh.

Sam nodded. "Yeah." The moment was incredibly awkward, and she was torn between wanting to stay and comfort Carly and wanting to be as far away as possible.

"Sam, why did you do this?" Carly said finally, making eye contact with Sam for the first time. When she saw mild confusion on Sam's face, Carly gestured to Sam's outfit.

"Oh, this." Sam was beet red, negating any need for the blush Freddie had applied delicately earlier. "I-I just thought it was, you know, time for a change."

"You did this for me, didn't you?" Carly said cockily, a hint of a smile playing on her lips.

"No!" Sam said indignantly, before breaking into an embarrassed half-smile. "Okay, yes."

One of Carly's hands reached out to touch Sam's cheek. The blonde flinched initially, but immediately relaxed as Carly's smooth fingers brushed the side of her face.

"Why didn't I notice before?" Carly murmured. Sam's heart skipped a beat.

"N-notice what?" Sam stammered, her heart pounding in her chest. The light made Carly look angelic.

"How beautiful you are." Both of Carly's hands seized Sam's face. "Sam, forgive me. Please." Carly lightly pressed her lips to Sam's.

Sam smiled into the kiss. She put her arms around Carly's neck and pulled the slightly taller brunette closer to her. Carly peppered Sam's jawline with light, fluttering kisses.

Suddenly, Freddie approached the drink table, Jonah fixed to his arm. Grabbing a water, he winked mischievously at Sam, whose knees were growing weak as Carly's kisses moved to her neck.

"I told you it would work, Blondie," he said with a grin. "This place is turning into a friggin' gay bar."

Sam laughed slightly before deepening the kiss between herself and Carly. After several more blissful moments, she turned around just in time to see Miss Briggs bearing down on them.