A/N: thank you for all the reviews so far! and here is chapter three. so i think i might be updating this story frequently since i have a lot of time on my hands right now. oh, and warning: there is a lot of emo!Freddie in this so bear with it. enjoy!


CHAPTER THREE

"Ughhh, my head…" Carly woke up just an hour after Freddie brought her inside. She looked around. Freddie's living room. She looked at what she was lying down on. Freddie's couch.

"Oh great, you're awake." Freddie came from the kitchen with some orange juice and handed it to her.

Carly took the juice "Thanks" she said holding her forehead "Wait, why am I here?"

"You were laying outside in front of your door last night. I saw you and carried you in here before Spencer could see you…" Freddie replied sitting next to her.

"Oh shit…Spencer…god, he is never gonna let me go out…"

"Relax. I told him that you called me and said that everyone was wasted and you couldn't get a ride home so you stayed there. He wasn't pissed."

"Aww, Freddie…" Carly kissed him on the nose "You deserve it. I mean, what would I do without you?"

"You'd be helpless I guess." Freddie was blushing from the kiss.

"Man, do you have any asprin? My head is killing me! Wait, where's your Mom?"

"She's not awake yet so you should get a move on soon." He went to the kitchen and came back with an aspirin and handed it to her.

Carly took the aspirin and and drank the juice.

"So how was your first official hangover?"

"Terrible. Remind me never to party like that again…" Carly got up from Freddie's couch still a little wobbly and made her way out the door. Freddie sat there. Another deed going un noticed. He loved the kiss though. But he wished that she had thanked him more.

When Carly got inside her house, Spencer was on the couch having breakfast "Hey kiddo, how was the party? Oh, and I'm not mad. Freddie told me you called him and explained everything to him. I don't know why you could have called me…"

"Oh, cause I was afraid that you would you be mad…"

"Of course not. As long as you're honest then we're okay." Spencer smiled that huge smile of his which made Carly hate herself for lying to him.

"Great. Um, I'm gonna get upstairs and shower alright?"

"Go ahead. Oh, and Sam came by again last night. You ladies still fighting?"

"Sams' dead to me…" Carly went on her way to bathroom.

On Monday, it was like Carly had came to school a different person. She was dressed just like Shannyn and the lemmings wearing short skirts, tight little tops, and high heels. Carly was a new lemming. She hung out with Shannyn all the time.

Carly went to her locker and saw Sam by hers. She knew Sam wanted to talk but she proceeded ignoring her.

Sam looked at Carly's new look "Look at you…" she was less than impressed.

Carly still ignored her grabbing books out of her locker.

"Um, ha ha? That was a joke…"

Carly looked at her and then rolled her eyes "Look Sam, save your nonsense for your new friends alright?" she left to get to her class.

When she got to class, she took her seat next to Freddie "Hey" she said.

"Oh, I brought you this" Freddie took a bottle of orange juice and handed it to her "Just in case you head still hurts."

"Aww, thank you." It made Carly smile as she took the juice.

Freddie eyed Carly's new look. "New clothes?"

"Yeah. What do you think?"

"Um…" Freddie wasn't used to it. He was used to Carly in jeans and layered tops "Its new. But I like it…"

"You're cute"

Sean came into class all eyes on Carly "Hey Carly! Are you alright? I'm sorry we didn't get to talk much at the party…"

"Yeah I know! Bummer!" Carly all of a sudden forgot all about Freddie.

Freddie watched the both them chat. His heart was sinking lower and lower into his stomach. And it stayed like that for a long time. When he got to lunch, he found Sam sitting all by herself.

"Hey" he came to sit across from her.

"Hey" Sam replied and rolled her eyes.

"So where did your new group of friends go?"

"I told them I wanted to be alone." She looked at Freddie signaling him to leave.

"Oh" he didn't get the message.

Sam just rolled her eyes and then looked at Carly over there with Shannyn and her lemmings "Have you talked to Carly? God, she just seems so different now a days. She's…a lemming…"

"No she's not. Yeah, she wears different clothes but she's still Carly. And yeah, I still do talk to her. Still Carly…"

All Sam could do was sigh.

And for the past few weeks, Carly was officially in with Shannyn and the lemmings. She walked the hallways with her head high like she had owned the school. Freddie and Sam noticed not only the change in her wardrobe but in her attitude. Even Spencer noticed that something about her was off. He never questioned it but he figured that it was a phase that she was going through.

And Sean, Carly had been having on going flirtation with Sean. It was obvious that he was into her and she returned the admiration. That was the only thing Shannyn hated about Carly. She was so innocently cute and that's what Sean loved about her. Shannyn was determined to turn Carly upside down.

On a Saturday afternoon in the iCarly studio, Carly got a call from Sean asking if she wanted to go to the movies. She was cool and calm when she spoke to him but as soon as she got off the phone she started screaming. As she was getting ready for her date, Freddie came upstairs.

"Hey hey" he said.

Carly was brushing her hair "Oh, hey Freddie. What are you doing here?"

"Just, um, just wanted to return your book. Thanks for letting me borrow it."

"No problem"

He looked at Carly in her polka dotted skirt and pink tank top "You know, Carls…we don't hang out much anymore have you noticed?"

"True" she was applying lip gloss and then turned around "How do I look?"

"You look great…but you could do without the short skirt and tight clothes. You're beautiful, Carls…"

Carly turned and looked him in the eye "So you think I should change clothes?"

'No, that's not what I'm saying…I'm saying that you look good in anything you wear. But I like the simple Carly better. You were gorgeous like that…"

Carly smiled a little "You mean it?"

"Of course I do. I've meant it for so long…"

All of a sudden, Carly was seeing Freddie in a new light. They stared at each other for a long time. Then it was about to happen. Carly moved her face closer to his as he did the same thing. This was it. A real kiss. And Freddie was ready for it.

"Hello hello? Anyone in here?"

Carly turned around to see Shannyn standing near the door "Shannyn? What are you doing here?"

The sensation was gone. If there was anyone Freddie hated at this moment, it was Shannyn.

"I heard about your date with Sean."

Hiding out in the corvette, Freddie over heard it. There went his heart sinking again.

"Really? How?"

"Well, Sean told Blake and Blake told Brenda and then she told me. Don't you think that was a really shitty thing for him to do? What a skeez…"

"Um, well, I don't know…"

"Ugh, whatev. Anyways, I'm here to help you prepare for your date. This is probably your first date right? And you must be getting some pre-date jitters…"

"Well yeah, it is my first date but-"

"Great!"

"Hey Carly, I better be on my way…" Freddie came out.

"Uh, what are you doing here?" Shannyn eyed Freddie.

"He came to drop off my English book. And now he's leaving…"

"Later, Carls…" Freddie hung his head in shame. One tease after another.

As soon as Freddie left, Shannyn went down to business. "Alright, so you need to…you need to be aggressive. Act like you don't like him all that much…"

"What? That would just make me seem bitchy."

"No. Not at all. Sean likes that. And trust me, I know Sean. I've known him since preschool."

"Okay…"

"Oh, and If he tries to like…make out with you and touch you. Let him do it."

"What? Okay, now, that I won't do…"

"Carly, do you want him to tell his friends about what a horrible time he had because you wouldn't fool around with him?"

"No…no I don't…" despite what Shannyn had said, Carly still wasn't going to do it.

After a few minutes of advice, Carly was finally ready to go on her date. She and Shannyn walked downstairs where Spencer was washing some dishes.

"Later, Spence. I'm off to meet Sean." Carly yelled.

"Later!" Spencer yelled back. Then the door closed. Spencer continued to wash dishes thinking that he was completely alone.

"The way you wash those dishes is so…hot" Shannyn said from behind him against his ear.

Spencer was startled. He stopped what he was doing and turned around "Uh, Shannyn…um, you really don't get it do you? Me, adult. You, teenager. If I touch you, I go to jail. Then who's gonna take care of Carly?"

"Don't act like you don't want this…" Shannyn took her top off to reveal her bra. Her body was very much that of a woman.

"I can't. Okay?"

"But you want to…" she clutched at his shirt attempting to kiss him.

Spencer was struggling to keep her off him. The door opened. "Hey Spencer-" Freddie called out but saw Shannyn on him. "Whoa…"

Embarrassed, Shannyn got off of him and put her top back on. She made her way out the door passing by Freddie with a dirty look on her face and went on her way. Freddie watched her as she walked out and then looked back at Spencer "Dude, what was that all about?"

"Its Carly's friend Shannyn…" Spencer walked up to him "She just…she won't stop trying to fool around with me."

"She is bad shit. I say you should tell Carly to stop hanging out with her. Ground her!"

"Freddie, you know I can't do that."

"Why?? Of course you can. You're her big brother. Her legal guardian!"

"Well, she's a teenager. She's old enough to decide if Shannyn is a good friend or not. Trust me, she'll dump Shannyn eventually…"

"I hope so…."

Meanwhile, Carly sat across from Sean at the Cineplex food court. They were having dinner first before their movie.

"So uh, how are you liking high school so far?" Sean asked.

Shit, shit, shit…try your best to act obnoxious, Carly…ugh. I can't do that. He's really sweet Carly thought as she was smiling at him "Oh, haha, you know…school is school…"

"Yeah, but, you're a freshman taking Advanced English. That's gotta be quite a rush, right?"

"Well, I'm not the only one…Freddie's in the class, too."

"Yeah, about that, what's up with you and Freddie? You're always sitting next to him and you're always walking home with him. You guys used to date or something?"

"No! God, no. He's like my best friend! Oh, and he lives right across from me, too…"

"Cool. Cuz…I don't know…I had a feeling that I was coming between you two."

"Nope. Not at all." She smiled nervously at him.

"Lets go see the movie" Sean and Carly got up from their tables and went to the theater. They had gone to see a horror movie. Watching the screen, Carly felt Sean's arm hovering over her. It went over her head and now it was officially around her. She looked over at him and smiled.

He smiled back at her and then continued to watch the movie. Carly took a deep breath. Its not that she was uncomfortable, she was just remembering what Shannyn said and tried to be cautious.

Sean's hand squeezed her shoulder and Carly jumped "Stop!" she yelled. People in the theater were disturbed.

"What's going on?" Sean asked.

"I gotta go get some air…" Carly walked out of the theater and outside of the Cineplex with Sean following behind her.

"Carly, what's wrong? You don't want me to touch you?"

"I just…I got a little startled when you put your arm around me. Like you were gonna-"

"Gonna what? Make a move on you? I'm not like that."

"This is my first official date and I just kinda…"

"Well you don't have to worry about that kind of stuff with me. I wouldn't do that to you, Carls."

"I'm sorry" hugged him "I'm sorry I freaked out like that. You're different. I can tell…"

"Its alright. So, uh, you wanna finish the movie? Or do you just wanna go home?"

"I think I should get home…"

Sean hailed for a cab and when it came, they both got in. The ride home was silent. Sean touched Carly's hand to see if she would budge. But she didn't. Carly let him hold her hand for the whole ride. And as they got out, they walked inside her building hand in hand till they got to her floor.

"I'm sorry I made a mess of things tonight…" Carly said as they were face to face at her door.

"Its alright. I completely understand." Sean replied.

"Well, goodnight. And thank you for dinner and the half of the movie."

"I'm glad you enjoyed. But um, hey…I have to ask you something. And I know this was just our first date together but I really like you and yeah, we make great friends but…I think we'd make better-"

"Boyfriend and girlfriend?"

"Yes. Yes, you have read my mind…"

"I'll be your girlfriend if that's what you're asking."

"You have officially made me the most happiest man on earth tonight" Sean pulled her in for a kiss. Sean and Carly kissed in front of the doorstep for a good two minutes and within those two minutes, Freddie opened his door and saw them. His stomach felt like it was gonna fall out of his butt as he closed the door silently.