3a. That evening, Studio area

Carly's lateness phobia was flaring to the point of panic. Rehearsal started in two minutes, and she was barely going make it. She hated being late, but hated almost being late even more. At least when you are already late there's nothing more you can do and the pressure is off.

As she turned to push at the door to the Studio, she stopped in confusion at the scene on the other side of the glass door. Freddie and Sam were deep in conversation while they stood across from each other over his console cart. Sam's hand was affectionately resting on his forearm as she spoke to him with what appeared to be a flirty manner.

Carly blinked and almost missed Sam's get-the-guy hair flip. Carly blinked again. Her watch chirped the hour and her phobia got the best of her as she pushed on the door.

Sam's eye caught the movement and her hand flashed from resting on Freddie's forearm to punch him hard in the shoulder.

Freddie grabbed his shoulder and started rubbing, "Ow! Sam! What the heck?!"

"Pfft, like I need a reason, Heckboy. Hey, Carls."

Freddie turned still rubbing with a surly expression, "Carly."

Carly giggled nervously, "Hey you two. What's up? I thought you would have stopped fighting by now."

Sam snorted a laugh, "Might as well ask me to stop breathing."

Freddie picked up his camera, "Let's just get going."

The rehearsal was not one of their best, and for all three it seemed to go on forever. Everyone in the room was occupied with thoughts of things other than a web show. Finally, it ended.

Freddie was out the door before another word could be said.

"He sure left quickly," Carly offered with forced cheerfulness.

"Good. He had his head up his-"

"Sam!"

"C'mon, that last bit should have been one take."

"Maybe that thing he was bothered about earlier is still bothering him?"

"Who cares?" Sam waved off.

Carly grabbed the waving hand and looked deeply in to Sam's eyes.

"I do and from what I saw before I came in the Studio, so do you. Do you remember, Sam? Do you remember the time after the dentist? No more secrets among the three of us." Carly was becoming more and more tearful.

"Yes, I remember," said Sam softly as she swallowed at her dry throat and looked into Carly's glistening, gorgeous eyes.

"What - what I saw from the door, you all flirty with him, are you a couple now?"

Sam smiled sadly though part of her wanted to laugh at the ridiculousness of that notion. Freddie knew her secret now and could never be interested in someone like her.

"No, Carls. As much as I might wish for it, it'll never happen."

"Why the act then? Why are you still being mean to him in front of me?"

"I didn't want you to get weirded out? I don't know."

"Why would I be weirded out if my two best friends finally started getting along?"

"You know I like him like him now. But I think I thought that if I acted the same way I always have when the three of us were together, you might finally give him a real chance."

"I thought you hated the idea of me and Freddie?"

"He's loved you since forever. He deserves you. And you deserve him."

"What about you though? Knowing how you feel, I could never be with him in front of you."

"So we all get to be miserable and alone? Yeah, that makes sense." Sam's words reeked of sarcasm.

As they stared at each other silently, a tear from Carly's glistening eyes finally fell down her cheek. Sam moved to hug the tearful girl and wrapped her up. Carly's buried her moist face in Sam's shoulder but was determined not to have a full blown cry.

"Why do things get so complicated?" Carly's muffled voice croaked.

Sam shrugged helplessly and began to loosen her hug. Carly reacted by drawing Sam in closer with her own arms holding on even tighter than before. After a minute or two of this, Carly wiggled and snuggled even closer. Sam's comfort and discomfort levels were both confusingly high. She loved being pressed against Carly, but things were starting to happen in her lower regions that would be impossible to explain.

"Can't … breathe … Carly," lied Sam, hoping the dark haired girl would let her go. And hoping she wouldn't. Carly lessened her hold on Sam, but did not let go. Carly did finally raise her head and to look at Sam.

"You're an incredible friend. I know you're not big with the hugs, but this is what I needed."

"I'd do anything for you, Carly Shay." Sam had meant it to sound light and reassuring, but she could hear for herself how the declaration smoldered with desire and innuendo. She gave Carly a faltering smile.

Carly blinked trying to figure out what she just heard, how she heard it, and what it meant. Sam looked so vulnerable right now which was disturbing in so many ways when considering that this was Sam. The failing smile on Sam's face was causing a voice inside Carly's head to scream, 'Do Something! Now!'

Carly pulled the blonde close again. Sam tried to pull back, but stopped when she looked at Carly's parted lips which were approaching hers. Sam allowed her own lips to part slightly. A faint scent of pineapple reached Sam's nose and coconut reached Carly's before the explosion of sensation of two sets of lips touching erased all thought from both. For several minutes there was no movement at all. Sam, who had wanted this for some time recovered first. Sam started to deepen the kiss. The lip movement seemed to wake Carly up from whatever trance she had been in.

Carly jumped back with her hand over her mouth.

"Eep!" she squeaked and was gone.

Sam looked at the closing door of the Studio, not sure how to react. As she licked at the Pina Colada flavor on her lips, she decided to just smile. Maybe life was complicated and getting more so by the second, but it was also getting very, very interesting.


3b. Later that night, Carly's locked room

Carly paced and wrung her hands furiously.

"OhmyGod!OhmyGod!OhmyGod!OhmyGod!OhmyGod!"

'OhmyGod!OhmyGod!OhmyGod!OhmyGod!OhmyGod!'

She sat on her hands at the edge of her bed, her legs pumping furiously.

"OhmyGod!OhmyGod!OhmyGod!OhmyGod!OhmyGod!"

'OhmyGod!OhmyGod!OhmyGod!OhmyGod!OhmyGod!'

She jumped up and started pacing and wringing again.

'Sam and I kissed! No wait! Worse! I kissed Sam!'

'But hey! She kissed me back!'

'So?! What - ? How - ? When did I become a … a … a big fat lesbo?!'

'Wait. I'm not. Ever since Freddie saved me, I touch myself to sleep thinking of him. I know I like guys. I know I like Freddie.'

'But I kissed her. I couldn't stop. So I like Sam too?! That way?!'

She sighed in confused frustration and licked her lips out of habit. The taste and the tingle lingered. Carly was tempted to go to the bathroom and wash her lips but could not bring herself to do it. She could not deny she liked being reminded of the kiss.

"I need to talk to Sam," she whispered. Her eye caught the time on the clock, 10:30. It would have to wait until morning.

'Oh, it's going to be a long night.'


3c. A few minutes later, the hall between Carly's and Freddie's apartments

Sam leaned back against Carly's door as soon as she had shut it and let out a contented sigh. She closed her eyes and tasted her lips again. Her mouth hurt from smiling too much. Carly had initiated a kiss. Carly had. How completely bizarre was that?

'No doubt she's freaking right now. But I think trying to talk to her would shut things down and that's not the plan.'

'When did I get a plan? When do I ever plan?'

Sam shrugged and pushed off the door. She turned to head towards the main elevator, but then realized she had no idea where she was going. It was still early for her. With all the thoughts and happiness running around her brain, there was no way she was going to bed right now.

'Maybe, Fredward is up. His mom is working a late shift I think.'

She looked into the peep hole and while it was too blurry to see anything, there were definitely lights flickering. The TV she guessed. She knocked and waited. A minute or two passed before she knocked again. She was about to leave before she heard the half dozen locks start to open. She rolled her eyes at the excessiveness.

The door finally opened and there stood Freddie in a tightly cinched silly looking short sleeved robe and pajamas, or at least the pajama bottoms. He seemed slightly out of breath and flushed.

"Hey, Sam. What are you doing here? "

"Evening to you too, Benson."

"Sorry, I just don't remember you knocking politely at my door before."

"Yeah, it might be a first."

"And it is a little late."

"Not for me. So -" she gestured asking if he was going to leave her in the hall.

"Oh, sorry. C'mon in."

It looked like Freddie had been using his laptop in the living room at the coffee table. The TV was now a blue screen and indicating that it had lost video. The laptop was on a screen saver.

"Whatcha working on?"

Freddie shrugged, "Nothing. Sometimes it's cool to hook my laptop to the TV so I can game on a bigger screen."

"Sometimes that's cool? Since when?" she smirked at him.

He shrugged and smiled at the semi-dig as they sat on opposite ends of the couch.

"Sorry about the rehearsal, Sam. The way Carly was acting was freaking me. Couldn't concentrate. And your punch didn't help either."

"Yeah, well, I guess we were all a little freaked. Sorry 'bout the punch, I panicked again. She saw me flirting with you before she came in to rehearse."

"She did?! Wait. You were flirting with me?!"

Sam laughed, "You're adorable when you're clueless."

Freddie gawked.

"Did you just call me adorable? The Devil must need ice skates about now."

"You know I like you Freddie. And I do mean like you like you. I know that nothing will happen between us because of … well you know… but you better get used to me being nicer to you when we're alone and I can relax a bit. I never realized how much of a relief it would be to be able to let my guard down around someone who knows about me."

"But your family –"

"As freaky as they all are, I am still the biggest freak. And none of them are my age."

"Melanie?"

Sam grinned, "Finally believe there is a Melanie?"

"Let's just say I am open to almost any possibility these days."

"She is my twin, but we are not identical. She was the lucky one. She's all girl. And I kinda hate her for it. I know I shouldn't because it isn't her fault but -"

"I can relate to that a little I think. It's human nature."

"Anyway, she was never around with all her scholarships and such. She didn't need to hide anything and could perform to her full potential. I have to use my brains to keep my secret."

Freddie shot her a sly grin, "So you might be smarter than you look?"

"Watch it, Benson. I can still take you."

"So is Carly OK now?"

Sam's smile faded. She seemed unsure how to continue.

Freddie sat up and got serious quick, "Sam, is Carly OK?"

"She'll be fine. We talked a bit and stuff."

"And?"

"She brought up the dentist thing again where we aren't supposed to have secrets."

"You told her about you?!"

"Oh, no! I could never do that. I just told her that while I might have some feelings for you, I would never try to get between you and her. She got upset about that."

Freddie sighed in disappointment, "And you suggesting that she should be with me upset her."

"No Freddie, she was upset that if we both like you and that if any two of us ended up together that the third would be hurt."

"Oh. So was she still upset when you left?"

Sam chewed on her lower lip thinking about the kiss. How much could/should she say?

Sam spoke hesitantly, "Sort of?"

"Did you at least try to calm her down?"

"Yeah, hugged her and everything."

Freddie nodded approval. "Nice. You? Hugging? I'm impressed. Hey, I'm thirsty. Want anything while I'm up?"

"Whatever you're having."

Sam had intended telling Freddie about the kiss at that point, but the offer of a drink took her by surprise. She was extremely thirsty now that she thought about it.

As Freddie disappeared into the kitchen, his laptop spoke in a metallic female voice, likely that blue android girl from Galaxy Wars, "Download complete. Auto play engaging, Commander."

Sam called out, "You are such a geek, Benson! Adorable but still a geek!"

Freddie answered, but she couldn't hear what was said.

"Yes! Fuck that tight ass! Harder. Give it to me harder! Oh fuck yes!" A female voice screamed from the computer.

Sam clapped her had to her mouth in shock and amusement. Amusement won out and she started laughing into her hand. She only hesitated a second before swiping her finger across the touch pad to disable the aquarium screen saver.

As the dialogue earlier suggested, the scene on the screen that replaced the stupid aquarium fish was an extreme close up of a man giving it hard to a woman in her butt.

"Freddie, Freddie, Freddie, such a naughty boy you are. Who knew?" Sam muttered laughing into her hand and shaking her head.

The camera started to zoom out a little, and Sam was again shocked. The "woman" getting it in the butt was sporting a flaccid penis. She then noticed the caption at the bottom of the video player, Chicks With Dicks Vol. 32 Part 2. The camera continued to pull out to a reveal the "woman" did in fact have breasts, but they were obviously fake by the unnatural angle of the areolas and scarring. "She" wasn't attractive at all in Sam's opinion, downright ugly in fact.

"What did you say when I was in the kitchen? I hope OJ is OK. It's all we have," said Freddie as walked back in with two glasses.

Sam's eyes glistened with mischief. Freddie was instantly terrified. Sam inclined her head to Freddie's laptop. He turned slowly, only taking his eyes from hers at the last minute. When he finally looked, his eyes bugged out and he turned beet red. Running and spilling the juice, he slammed the glasses down and slapped the laptop close.

Sam cocked an eyebrow at him when he finally called up the courage to look at her. He couldn't speak so he just stood fidgeting. Sam decided to have some mercy, partly because she was still grateful for his understanding with her secret, but mostly because this might be another one of those interesting complications that seemed to be occurring with increasing frequency.

Some mercy, but not a lot, "Freddie, Freddie, Freddie, is that what you've meant all those times when you said you were going to go do some gaming in your room?"

"Mrple."

"I'm sorry? Didn't catch that."

"Frtzbm."

Sam collapsed in laughter, unable to speak further. Freddie turned and ran from the room in complete humiliation. She managed to stop laughing quickly after that as that wasn't the response she was pushing for. She found him seconds later sitting on his bed in his room. She stayed at the door and leaned on the frame.

"I'm sorry about teasing you. Old habits I guess."

"I…I want you to know…that…I don't think you are anything like those people on that movie. After you explained to me about your condition, I started to look up stuff to try to understand better. I couldn't find much on the Klinefelter's other than what you told me. Thought I might be spelling it wrong so I did some different searches and there was a ton of stuff like that video. I got a little curious I guess."

"OK," she said exactly as he had after her big reveal.

"But they are all so fake, fake breasts, fake lips, fake everything. It's not sexy at all."

"So why keep downloading?"

He shrugged, "The download site doesn't have previews. I kept thinking maybe the next one would look more natural. More like…uhm..."

Sam's heart was pounding in her ears, "Me?"

"Yeah." His voice was barely audible.

She exhaled, "On one hand, I am flattered, on the other, you're stupid."

"Yeah?"

"I'm right here. Why are you looking for me online when I am right here?"

"You know it's not that easy, Sam."

"Sure it is." She pushed off the door frame and started towards Freddie.

"Sam. We can't." He swallowed hard at the lump in his throat. Her mouth smiled sweetly, but her eyes scared the crap out of him.

"Can't what?" she asked innocently.

"Anything!"

Sam stopped in front of him and reached out to caress his cheek. He looked up at her, helpless.

"Do you want me to leave?"

"You should."

"Not what I asked."

"Still…"

"Did you like watching me?"

"Wh- What?!"

"Did you like seeing me naked? Touching myself?"

"Yes."

"Even after you saw all of it?"

"Y- I … I don't know."

"Would you like to see me do it again?"

"No."

"No?"

"Sam, please. Mom is coming home soon."

"Really? When?"

"1:30"

"It's not even 11 yet."

"Sam, please."

"I want you to see me Freddie, all of me. You don't have to touch, just look. Watch me touch myself while I think about touching you."

As Freddie looked into her hopeful eyes, 'What the hell can I say to that? I've already seen her that way once. What's one more time?'

'You could say no.'

'Y'know something? I really can't."

Freddie's lips worked soundlessly for several seconds until he whispered, "OK."

Sam put her hand on Freddie's shoulder to steady herself while she undid and took off her shoes. Then she took a half step back. She hands were shaking as she pulled off the light flannel over-shirt she used to hide her chest. As it fell from her shoulders, their eyes locked. She smiled. He couldn't do anything but try to make himself breathe regularly. Her hands stopped shaking for the most part as they slowly made their way down the front of her blouse as they unbuttoned. Freddie's eyes lowered since now Sam stood before him in her bra, and it seemed it would be very rude not to look at this time. As the front closing garment came open, he let out an unsteady breath. He did not consider himself a "breast man" like most of the other guys in the locker room conversations at school but he knew this was perfection before him. They were almost too big for her slim frame, almost. He clutched at the bed's edge to keep himself from trying to touch them. He knew she would welcome the contact, but it was too soon. This was already a big enough mistake.

"So far?" she asked.

"Unbelievable. Beautiful," he choked out

Her hands started to shake again as the jeans button was undone and the zipper came down. When her thumbs hooked the sides getting ready to pull them down, she hesitated.

"You can stop if you want."

"Shut up, Fredward."

And with one smooth motion she was naked. Freddie's eyes travelled up and down her body as she stood there for him. He was so hard, it hurt. She was in the same condition.

"Can I lie on your bed, Freddie?"

He scrambled quickly out of her way and sat at the very corner. Sam rolled into his bed and her hair fanned over his pillow.

"Was this how you saw me?" she asked.

"Yerp." He cleared his throat and tried again, "At first you were covered from the waist down."

"Do you want me to cover myself?"

Freddie shook his head no energetically.

"What else?"

"Yadm." He cleared his throat and tried again, "You had my boxers in your hand and were smelling them."

Sam giggled and blushed. That Sam had only just now blushed was amazing to Freddie. He did decide that it made her even more gorgeous.

She giggled again, "Yes, I love the way you smell, Freddie. Then what?"

Freddie whispered, "You were touching yourself under the sheet."

Sam's hand moved slowly up from her side. As she reached her golden patch, the tip of her finger began to trace random patterns all about her hardness. She closed her eyes and moaned softly.

"Like this?"

"I…I couldn't see at first. When then sheet came down, your hand was wrapped around it."

"Oh yes. Like this!" She suddenly grabbed herself and started a full stroking motion.

Freddie was mesmerized. He wanted to touch himself in the worst way. He was painfully hard at this point. But he just couldn't move.

"Did you like seeing me do this?" she panted.

The question broke Freddie's trace or whatever it was. 'Did I? I think I was too shocked to feel one way or another,' he thought.

"Freddie?"

"I like, no, love seeing it now. You are so sexy."

"I'm close, Freddie, so close to finishing. Please. Please touch me."

Freddie almost started to argue. She had said when this started there would be no mutual touching. He smiled. They had both known that wouldn't last.

She pleaded again, "Please Freddie. Anywhere. It doesn't have to be my … down there. Just let me feel you next to me."

Freddie quickly moved to lie on his side next to her. His hand hovered less than an inch over her toned belly, not sure what to do. She could sense the heat from his hand and turned to look at him.

"It's OK. Please. I need you," she whispered.

He leaned down to kiss her. She moaned softly as their lips contacted. Freddie deepened the kiss and started to lick at her lips inviting her tongue to join him. Her moan turned into a growl of sorts as she responded almost violently to his invitation, devouring his mouth. When his hand cupped her breast and he gave a light squeeze to large globe of flesh, she screamed into his mouth as she climaxed. Freddie felt a warm wetness hit the elbow of the arm he was using on Sam's breast, and he ejaculated in his boxers never having touched himself.

They heard the front door slam and Freddie's mother call out, "Freddie! I'm home! Are you already in bed? I got off early."

Sam giggled, "Me too."

"Mom!" Freddie spat softly. "What do we do?"

"Calm down. It's no big. I'll go out the fire escape."

"But she could be in here any… How the heck did you get dressed so quick?"

"I've had to get dressed quickly a lot in my life, Heckboy."

"Oh. Yeah. That makes sense."

As Sam crawled through the window, she beckoned him with her finger. He obeyed. She pulled him to her and kissed him deeply.

"Thank you for this Freddie. I'll never forget it." She was gone before he could respond.

He turned back to his room and the first thing his eyes focused on was the framed picture of him, Carly, and Sam with their arms around each other and smiling. He then used a certain word for the first time in his life.

"Ah, shit."