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5a Several minutes later, Freddie's Room

Sam was not a nail biter usually, but her left pinky nail had seen much better days. Its jagged edge was getting shorter by the second. She was also not much of a pacer, but there was a lot of that going on too. It was taking too long. This probably meant Carly was not taking the news well so Freddie had to comfort her. Normally this would bring to mind all sorts of wonderfully wicked possibilities to fantasize about, but right now Sam was terrified at the thought of losing her best friend.

The door to Freddie's room opened. She spun to see him walk in.

She rushed over and grabbed his forearms, "What took you so long?! Did you tell her?! Is she OK?! Does she hate me?!"

Freddie backed away from her assault and took her hands in his, "Yes, I told her. No, she doesn't hate you. She said you're an idiot for thinking she could ever hate you."

"Why isn't she with you then? I want to see her now. I need to."

Freddie stopped her from leaving, "She had a really rough night and wanted to clean up a bit more and think about everything. That's reasonable right? We just laid something pretty big on her."

"Yeah, you're right."

"She said she'd call or text when she's ready." Freddie dropped her hands and walked over to his chest of drawers. He started to play with some of the items on top while trying to subtly crack open the middle drawer.

"What are you doing, Freddie?"

"Looking for a cable adapter I need for rehearsal tonight. I just had a thought it might be on top here."

Sam snorted, "Liar."

Then she finally took a minute to look at him. His hair was mussed from the back and his lips were puffy. She laughed.

"You have sexhair!"

"What?!"

"Your hair is all messed up like you got some. And your lips are all puffy. And you're sneaking into your drawers probably to get clean drawers. Did Carly finally jump you?!"

"No!"

"Liar."

Freddie sighed in defeat, "Are you angry?"

"Do I look angry? C'mon give it up," Sam raised her hand looking for a high five. It didn't come.

Sam shook her hand a little, "Dude, don't leave me hanging."

Freddie gave her a hand a lackluster smack with his own.

"You're sure you're not mad? You were in here going crazy with worry, wondering what her reaction was, and we were-"

Sam looked eager, "Yeah, c'mon, tell me what you were doing! Out with it! Every juicy deet!"

"Sam."

Sam pulled Freddie to sit on the edge of his bed. "I am not mad, Freddie, but I will be real quick if you don't start spilling."

"OK, remember how upset she got because we kept the first kiss business a secret?"

"Not at all juicy, but yeah."

"After I told her about your big secret, I thought I should tell her that you and I kissed after she kissed you."

Sam's eyes widened. Freddie held up a calming hand.

"I didn't go into details. I just said something happened, and we ended up making out."

"Wow. Ballsy. Did she flip?"

"No, she said it didn't really bother her. She just asked if I still had feelings for her."

"And?"

"And I told her I still loved her."

"Well duh. Very sweet. Gimme the juice already."

"Then she kinda jumped on top of me."

"Now we are talking!"

"We kissed some."

Sam rolled her eyes, "Your lips are bigger that Angelina's right now, willing to bet my board that it wasn't that sweet innocent Carly/Freddie kissing we are all so tired of."

Freddie laughed, "It wasn't. It was amazing. She actually seemed to want me."

"And did she have you?"

"No, it didn't go that far."

"Then why the change of shorts?"

"There may have been some rubbing through clothing that caused some … stickiness."

"Mm, hot. Not as juicy as I hoped, but we'll work on that."

"It was amazing."

"You said that. I hope she calls soon. I really need to see her." Sam smiled wickedly, "Especially if her lips are all puffy like yours."

Freddie shook his head and chuckled. Sam stood and stretched. Her muscles were aching from the tension that was now fading since it seemed Carly didn't hate her.

"Carly's nipples are really sensitive. She got off when I played with them."

Freddie had timed his statement so that Sam was at the furthest part of her stretch. She lost her balance and stumbled.

Freddie smiled, "Score."

Sam sat back down, newly excited, "Through her shirt you mean?"

"Nuh uh. I ripped her shirt off."

Sam gulped, "Bra?"

Freddie shrugged, somewhat embarrassed, "She had to handle that, but it came off too."

"That's awesome! God, I bet you two were beautiful together. Anything else?"

"I put my hand down her pants."

"No way!"

"Down the back I mean. I've always had a thing about her butt."

Sam deflated a little but was still enthusiastic. "Can't blame you there. Her butt is a work of art. Goooo, Fredward!"

"You're nuts, Sam."

"I am?"

"None of this bothers you? The three of us sneaking around on each other?"

"Who's sneaking? In the last couple of days; I've kissed you. She knows. She kissed me. You know. You kissed me. She knows. She jumped you. I know. There's no sneaking being done by anyone. We just need to cut out the middle step and start doing it in front of each other."

Freddie gawked at her, "You're serious!"

"As I have ever been about anything, which I guess isn't much, but I am very serious about this."

Freddie started sputtering "That's cr- … We can't … That's just-"

"Hot?"

Freddie wiped his hands down his face and then looked over at the blonde. She was having a great time teasing him. She was just teasing him right? Her eyes were sparkling with tears of laughter at this point as she watched him struggle with the situation. Then her eyes dropped to his still swollen lips. Carly had been kissing them just a few moments ago. If Sam were to kiss him now, would she taste them both?

She reached over to grab his mussed up hair in the same place Carly had and pulled him to her. The slight pineapple taste made her instantly hard. She moaned as she thought about all of them sharing a three way battle of tongues. Freddie could not help but moan back into her open mouth. They fell backwards onto the bed, turning into each other. She took his hand and helped him to get under her shirt. With a quick twist, she undid the front closing bra. His hand was instantly on her breast. He tried the soft pinching that Carly seemed to like.

Sam broke the kiss and gasped, "Just … rub. No … pinching."

"K," he answered and their mouths were again covered with each other. He adjusted his technique. She kissed harder in approval.

Freddie became vaguely aware of some activity around the front of his jeans. His eyes popped open when he heard the sound of his zipper being lowered.

"Sam what-?"

"I want to touch you."

"I'm still a mess."

Her eyes flashed, and she grinned, "Even better."

He hissed with pleasure and his eyes rolled closed as she freed his hardness. He groaned as for the first time in his life someone besides himself wrapped a hand around his length. As heavily as he was breathing now, she thought he might suffocate if she tried to put her mouth back on his so she decided to go for his neck. It was difficult to keep her mouth working his neck as his incoherent grunts and groans were making her smile so widely. Her hand settled into a slow steady stroking rhythm.

"My … my ears. Kiss my ears!" Freddie managed to whisper.

Sam traced her tongue up the side of his neck, around the edge of his entire ear, and briefly paused before sucking his lobe into her mouth. He groaned loudly. She stoked him a little faster. He got louder and pulled her in tighter.

"Sam! I can't- I'm going to-"

"It's OK. Let it happen. I want you to."

"YeAhhh!" There wasn't as much produced as there had been with Carly, but along with what was already in Freddie's pants, Sam's hand was covered.

Sam held her hand up watching the whiteness roll over her skin and turning each time before any could drop.

"Sorry about that," Freddie breathed as he watched her play with his seed.

"Why? It's what happens, besides," she licked a drop from her hand, "I didn't think you were ready for my mouth down there, but I did want to taste you."

Freddie's head fell back to the bed, exhaling in wonder, "You are going to kill me if you keep doing and saying things like that."

She smirked back at him. "I'm going to go wash the rest of this off."

When she returned to the room, Freddie was waiting anxiously, "Sam?"

"Hmm?"

"What can I do for you?" She looked at him, puzzled. He continued, "I don't want to be a selfish lover. You made me feel so good. Tell me what I can do for you. Anything."

She cocked an eyebrow at that. He had no idea what he was offering. If Freddie only knew the fantasies Sam had had about him in recent months, he would likely run screaming from the room. She decided to take it easy on him.

"Where's your mom?"

"Split shift." His eyes flicked to the clock. "It just started, she won't be home for at least ten hours."

"Why don't you just do for me what I did for you?"

"Sure. I think I can handle that."

She laughed at the double meaning. He finally caught it too and also laughed.

"I'll have to remove my pants and everything again. I have special panties that keep everything bound up."

"I have absolutely no problem with that. Feel free to get completely naked."

"Why, Fredward Benson, you do know how to sweet talk don't you?"

He blushed.

"Freddie, you did say anything right?"

Freddie's blushing grin faded slightly.

'Ruh roh,' he thought but answered aloud, "Yeah, anything."

"I want us both to be naked. You're adorable now, blushing and all, but I'm pretty sure you must be gorgeous without all those clothes on."

He blew out in relief and disappointment that she didn't want more. "I hope you'll like what you see."

They both started to strip, each watching the other hungrily. Sam's bra already undone they were topless at the same moment.

"God, Freddie! When did that happen?!" She pointed to his stomach.

"What?!" he looked down in alarm. She already saw something she didn't like?

"That washboard! That six pack! Those sexy freaking abs!"

"Oh," he laughed in relief, "I still fence. It's great exercise."

"I'll say!"

They continued undressing. Freddie was only too happy to finally get out of his wet boxers.

"Good for the legs and butt too I see," Sam observed breathlessly, "Jeez, Freddie, if I had know you were this gorgeous I would have jumped you ages ago."

"You're pretty spectacular yourself, Puckett."

They stood staring for several long moments, eyes taking in every detail of the others body. Freddie inclined his head towards the bed. Sam took the meaning and they approached from opposite sides, Sam moving left, Freddie right. Freddie started to pull back the covers.

"Nuh uh. There is no way I am letting you cover up that perfect body. I may never let you get dressed again."

Freddie dropped the covers and jumped on the bed to lie on his side, "As you wish."

Sam also jumped into the bed but with quite a bit more jiggling. Freddie reached over and jiggled them some more.

"Having fun, Benson?"

"They are impressive. And I am not even a boob guy."

"Are Carly's spectacularly perky? I know I have-"

"Ah, Carly! What should we do about her?"

"She said she'd call when she was ready. We'll stop if the phone rings. Let's just think of this as a good way to kill time. Now shut up and tell me about Carly's chest. I know she's a 32b from shopping with her. How big are her areolas?"

"You really want to talk about Carly's breasts now? We are naked in my bed together!"

"It gets me excited. I have always been curious about her nipples."

Freddie made a circle with his thumb and forefinger a little bigger than a quarter, "I guess they are about this big around."

"And pointy I bet."

"They were when they were hard, and I was playing with them. I already told you how sensitive they were."

"My God! That's so hot! I hate mine. My nipples hardly respond at all, I think my areolas are too big."

He reached over again and fondled her some more, "They look unbelievable to me."

She sighed and leaned into his touch while closing her eyes, "You're sweet."

"Maybe you just haven't stimulated them the right way."

"What do you- oh. Oh!" Freddie's wet warm mouth had closed around her right nipple, his hand continued to caress her gently.

"Damn, that feels good!"

"See? It hardened."

"Shut up and keep doing it."

"Yes, m'love."

Sam giggled as if on happy gas. Her giggle turned into a fight for air as his hand reached down and closed around her hardness.

"Oh My God! It feels- It feels-"

Freddie nuzzled her ear and spoke softly, "I know how it feels, pretty lady. You did the same for me. Now you shut up and enjoy it."

Sam moaned in response. Freddie looked down and watched his hand slide up and down her length. It was a little different angle than when he jerked off but the same principal. The only thing that struck him as odd about the situation was that she was a little smaller than him in both girth and length so it felt different in his hand than his did. He smirked to himself at the irony that that was the only thing that he found odd about stroking the penis of one of his best girl friends.

As his thumb slipped over the engorged, reddened head of Sam's hardness, it picked up a little of the clear fluid starting to form at the tip. She moaned loudly at the sensation of his thumb there and the lubrication it had gathered. When she had pleasured him, he had still been a mess from his encounter with Carly. He had said "sticky" at the time, but that wasn't right because it had worked wonderfully as a lubricant for her hand on him. He took his hand from her causing her to sigh in disappointment at the loss of his touch. He licked and then spit into his hand before returning to stroke her.

"Oh! Oh! That-Omygd!"

He smiled at her increased response and how she was now thrusting her hips into his hand. His smile faded as the saliva quickly dried and even turned a little tacky. He could see the frustration in her scrunched up expression. More saliva would just do the same so that wasn't the answer. He needed to make her feel as good as she had made him feel.

He shrugged to himself. What the hell? His hand stopped stroking then circled the base of her erection with his thumb and forefinger while his other fingers cupped her sack. She opened her eyes to see why the bed was shifting. Her eyes widened further when she realized his head was now moving down her body.

"Freddie! What are you- Gack!" All ability to speak was gone as soon as his mouth took her length in. She immediately ran her fingers into his hair, not to direct him, but to prove that this was actually happening. She had been so close before, it did not take long before she felt the pulsing of an oncoming orgasm start. Her fingers wrapped tighter into his hair, and then she pulled him off just as the eruption came.

"Ow! Sam! What the hell?!"

"Couldn't …couldn't speak…didn't want to in your mouth," she panted.

"Well, I'd rather you did do it in my mouth. I think I've got a bald spot now!" he semi-yelled as he felt the back of his head.

She pulled him to her, kissing him deeply. She followed up with a flurry of kisses all over his face.

"Thank you." Kiss, "Thank you." Kiss, "Thank you. That was the most amazing thing I've ever felt. The most amazing thing anyone has ever done for me."

"You're welcome. It was fun. Maybe I'll let you try it on me sometime."

"Maybe?"

"You don't want to?"

"You have no idea the things I've thought about doing with you, Fredward Benson. That included."

Freddie laughed. Sam started to as well but then her eyes widened. She became very quiet.

"What's wrong?"

"Do you know what you just did?"

"Uhm, yeah, I am the one who did it."

"What it means to me? That you were that intimate with me? More than the pleasure. It's like you accept what I am and aren't weirded out by it all."

"You're Sam. Nothing else to accept."

She hugged him tightly, "Thank you."

Sam's phone chirped signaling an incoming text.

Freddie chuckled, "Carly's got nice timing."

Sam started to get up, "Let's get cleaned up and go. I can't wait to see her!"

"Will we tell her about this?"

"Eventually. Let's just see what happens." Sam checked her phone, "She wants to talk to me alone first."

Freddie rolled off the bed, "That's fine. In fact, I believe that was what I told you to do in the first place."

Sam laughed and threw a somewhat gooey pillow at him. "Shut up."


5b Half an hour later, Carly's apartment

The blue top Carly had picked out to replace the torn one was Sam's favorite. She flipped her hair out of the back of it and primped a bit in front of the mirror. She scowled at her swollen lips as she hadn't been able to do anything about them. From looking at them Sam would know she had kissed Freddie, a lot. Carly wasn't planning on keeping it a secret, but there was probably a way to ease into the subject rather than letting Sam see it all over Carly's lips. Despite Sam's declarations, Carly was worried Sam would be upset when she found out. She should have waited a little longer before texting Sam to come over to maybe try an ice pack, but it was too late now.

Carly heard the front door open and close. Sam was here. Carly exhaled and left the downstairs bathroom.

As she entered the main room, Sam turned towards her. Carly tried to purse her lips in such way that they might not look so big then realized it might give her an odd expression that could send Sam the wrong message. She gave up and just smiled at her best friend.

"Hey, Sam," said with an uncomfortable wave.

"Hey, Carls," returned with an uncomfortable wave.

"So…uh," nervous nodding.

"Mhmm, yeah," more nervous nodding.

Carly made a quick gesture at the couch, "Wanna sit down?"

"Sure."

They sat facing each other but not looking at each other. Carly played with her heel while Sam focused on a bowl of fruit on the kitchen bar. Carly blew air through her closed lips which broke the silence and caused Sam to look down to Carly's mouth.

Sam licked her own lips as she stared at Carly's, 'Oh God, they are so sexy! Freddie really did a job on them!'

Carly felt Sam's eyes on her and stole a quick look, 'She's looking at my lips! She knows!'

"I'm sorry, Sam."

"Hunh? What for?" Sam kept staring at Carly's succulent looking lips, barley listening.

"I kissed Freddie."

Sam snorted, "Yeah, finally."

Carly looked up at this, "You're not upset?"

Sam finally looked Carly in the eyes, "Is that why you are acting all wigged now?"

"Well yeah. I know my lips are really swollen. I knew you'd guess how they got that way."

"Oh! I thought what I asked Freddie to talk to you about was the problem."

"Oh that. No. I mean that'll take some getting used to, but I am more concerned about hurting your feelings."

Sam felt some guilt start to burn in her gut, "Carly, please don't be worried about that."

"I know you like him Sam, and here I am jumping all over him. I am so sorry."

The pleading in Carly's voice made Sam's guilt deepen, "Carly, stop! I kissed him too alright! Just a little while ago!"

"Really?!"

"Yes, I did. But don't be mad at Freddie. I started it."

"Er, wow. Really?!"

"Yes. Are you mad at me now?"

"Er, wow. I don't know. I don't think so. I'm more relieved I guess. He kissed back?"

"Yes."

Carly finally laughed, "That little slut."

"So are we cool, Carls?"

"Of course we are. But I am still upset that you think I could ever hate you."

Sam shrugged, "How can you tell how someone is going to react to that sort of revelation. For most of my life my biggest fear was people finding out. But when I found out that Freddie knew, I realized my new biggest fear was losing my best friends. He was incredibly understanding and sweet. Then I started thinking that maybe you would be OK with it. But you and I have shared more over the years than he and I have. I thought you might feel more …betrayed I guess?

"Well I don't. It's how you were born and how you were raised. I can't hold that against you."

"Both you guys are too awesome!" A tear escaped Sam's eye and she wiped at it.

"Come here," Carly opened her arms to her best friend, and they embraced tightly. When they eventually pulled away from each other, all tears were gone.

Sam gave the brunette a wry grin, "So you said you jumped all over him?"

Carly giggled, "Yeah, it was nice."

"Nice? Freddie came in his room and had to change his boxers."

"You knew coming over here that we had -?!"

"His lips were almost as juicy looking as yours are. It's why I had to kiss him."

Carly cocked an eyebrow, "You had to?"

"Well that, and I figured that his lips probably tasted like both of you. How could I pass that flavor combination up?"

"Sam!"

"OK. OK. I'm sorry. I don't want to start making you feel uncomfortable around me."

"You're not. It's just… different hearing you say stuff like that… about me… and him."

"I'll still try to tone it down a little."

Carly giggled, "Then stop staring at my lips like that."

"OK."

"You're still staring."

"Stop that."

"Stop what?"

"Stop licking them that way!"

"What way?"

"The way- Oh! My! God! You're totally doing it on purpose!"

"Doing what?" asked Carly with false innocence.

"Teasing me!"

"Am I?"

"Stop licking them!"

"Make me."

Sam finally tore her attention away from Carly's lips to look her in the eyes. The brunette was smirking back at her in challenge.

Sam licked at her own lips which suddenly seemed a little too dry, "Just how would you suggest I stop you from licking your own lips, Miss Shay?"

"You could…give my tongue something else to do," Carly suggested in an overtly seductive manner.

"Don't you think it's a little too soon after finding out about – Mmmpf!" Once again Carly had pounced on one of her best friends and lips had cushioned the collision. Carly's mouth immediately opened and started to explore Sam's with the same passion she had used with Freddie less than an hour ago. Both were amazed at the softness of the others' lips and bodies. Carly slid her hand into Sam's luxuriously, thick hair and pressed the blonde further into her. A growl formed in Sam's throat. She pushed off the couch carrying Carly along so that Carly ended up on her back. Carly's long legs wrapped around Sam's waist and she used them to pull Sam into her even harder. Sam captured Carly's tongue between her lips and started sucking it. The mewing sounds coming from Carly in response were driving Sam crazy with lust. She began suck harder. Sam's left hand snaked up inside Carly's shirt and pushed the bra up out of the way to get at one of the sensitive nipples Freddie had told her about. The fantastic sounds Carly was making immediately doubled in volume.

'Score,' thought Sam. Then she remembered how much better Freddie's mouth had felt on her nipple than his hand. Sam managed to balance herself so that she could use the hand not playing with Carly's nipple to work on getting the blue shirt that used to be her favorite (damned thing was just in her way now) hiked up. Carly was oblivious as Sam's mouth explored hers and Sam's delicate fingers danced over her breast. When Carly's shirt and bra were hiked up as far as they could go, Sam shuddered with giddiness and anticipation, in just seconds, not only would she be able to see Carly's prefect perky breasts, she would be suckling one or both. As she prepared to move her mouth from Carly's, she realized how hard she was now pinching and rolling the erect nipple. The sexy sounds Carly had been making had encouraged Sam to keep increasing the pressure. Had someone been pinching Sam's that hard, she would be kicking their ass about now. Carly, it seemed, kind of liked a little pain.

Carly was completely lost in Sam's mouth and the exquisite pleasure and pain Sam was creating with her overly sensitive nipple. Carly had never caused herself pain when getting off privately. She never thought it would be her thing. But the way the sensations of Sam's touch kept building inside her, she wanted - she needed to feel more, be it pleasure or pain. Sam's other hand finally joined in the assault on her chest. It was also pinching quite hard and those silly mewing sounds she could not seem to stop making got even louder. The pressure of Sam's mouth on hers lessened and she was afraid Sam might be pulling away for a break or even stopping completely. Carly's mewing turned into a loud moan as Sam pinched down on both erect nipples very hard. But then the hand was gone from her right breast and Sam's mouth pulled fully away from hers. Carly wanted to scream in frustration as she had been so very close. The sudden wet, warm, sweet sensation on the abused nipple caused Carly to arch her back in ecstasy and her moan faded as her ability to make any sound left her. Sam's teeth lightly captured Carly's nipple and her tongue began flicking back and forth across it sending Carly over the edge. Carly began clawing at the Sam's back in a frenzy, not even aware that she was doing it.

While Sam would not have enjoyed what she was currently was doing to Carly's breasts were it done to her, she loved the feeling of the Carly scratching at her back. Sam had truly dreamed of driving Carly into this sort of sexual frenzy and now it was happening. And the very best part of this entire fantasy come true was that Carly had once again started it. However, a particularly hard rake of Carly's nails convinced her that she'd better get the brunette off soon or her back might end up needing real medical attention.

'Well now Carly will be very hurt if she finds out I used my hand on Freddie and not her. Can't have that. Can't have that at all.' And, very conveniently, Sam did happen to have a free hand which promptly slipped down the front of Carly's wonderfully stretchy pants. Sam deftly navigated under the waistband of the cotton panties and brushed past the sparse but slightly coarse hair below. Finding Carly's soaked entrance she gathered some of that wetness and brought it up to moisten Carly's folds carefully avoiding the center area. Carly had suddenly gone rigid and her flailing arms clamped hard on to Sam's shoulders. Sam slowly worked her fingers inwards with a circular motion while matching the tempo with her tongue on Carly's nipple. When one of Sam's fingers finally grazed Carly's clit, Carly screamed in ecstasy and her entire body started to tremble. Sam only managed two circular motions of full contact before Carly collapsed back into the couch gasping for air. Sam continued to stroke her with ever lessening pressure until she finally removed her hand from Carly's soaked pants.

After her breathing calmed a little, Carly opened her eyes to find Sam eagerly licking her fingers. Carly's giggle surprised both herself and Sam.

Sam managed to say between licks, "What's so funny, Ms. Shay?"

"You look like you just finished a bucket of chicken."

"There's a joke or ten in there somewhere, but you taste too good for me to care." Sam continued licking.

As peaceful and … glowy as she felt, watching Sam lick Carly's taste off her fingers like that was completely erotic. Carly marveled that the desire was returning so soon when she had felt so satisfied a few seconds before.

"Sam? Did you want me to do something for you?"

Sam smiled as she finished sucking the tip of her thumb. "I really appreciate the offer Carls, but I am afraid it's too soon for me."

Carly looked stricken, "I'm sorry! I didn't mean to rush you like that."

"Hunh? Oh... Oh! Oh Hell no! That is not what I meant," Sam laughed at the ridiculousness that Carly could ever move too fast for her. "I meant that while we were waiting for you to text us, Freddie and I had some fun. That boy is an Energizer Bunny, but it takes me a while to recharge."

"What happened?" asked Carly eagerly. Sam was shocked and elated that she had responded this way.

"Come here, lie back against me, and I will tell you a story."

Carly giggled as she pulled her bra and shirt back down and then did as Sam asked. Sam wrapped her arms around her and Carly's hands held them closer.

Sam gave a hug and started, "I told you how I couldn't resist kissing him."

"Mm hmm."

"And when I tasted your pineapple on his lips I couldn't get in his pants fast enough."

Carly laughed, "And he let you I bet, the little slut."

"Yes, but he's our little slut. Anyway, he was still pretty slippery from your encounter, nice job by the way -"

"Thank you."

"-and I am pretty sure I am the first person to touch him there that way besides himself so he responded quickly even though you'd already gotten him off once. It didn't take that long for him to get him off again. We'll have to work on that, but that he was able to so soon shows real potential."

Carly playfully smacked at Sam's hand, "You're so bad."

"You think so? Would you like for me to tell you what our little slut did for me?"

"You'd better."

"Well just like you asked if you could do something for me, he did too. Said he would do anything."

"I would too."

Sam paused her storytelling to nuzzle whisper in Carly's ear, "You have no idea what you're saying. Do you know how long I have thought about the both of you? The things I've done to you and him in my dreams and fantasies. Be careful what you offer me because at some point I will be too far gone to resist accepting."

Sam's passion soaked words and heated breath in her ear caused Carly to bite her lower lip and her eyes fluttered closed. She shivered and then snuggled further into Sam.

Sam continued, "Where was I? … Freddie offering himself to me. I managed to control myself and just asked that he return the favor. But then I came to my senses and asked him to get naked."

Sam smirked at the strange throaty noise from Carly.

"So we both undressed. And OMG Carly, we so need to kill his mother for making him wear shirts to the pool. You would not believe the abs on him!"

Carly tried to respond and ask for more details, but picturing Freddie and Sam naked had frozen her voice.

"Silly boy tried to crawl under the covers. Like I was going to let him hide that body."

"You were in bed together?" Carly felt jealousy flare up. Oddly to her, not of them together but that she had missed it.

"And I asked him about you and your perfect nipples."

The jealousy faded, "You were in bed with Freddie, naked, and you were asking about my boobs?"

"Funny, he seemed to think that was strange too. Go figure. Anyway I told him how I hated my nipples because they weren't responsive at all. So then our little slut has to prove me wrong by sucking on one."

"And it responded?"

"Oh yeah! But I didn't get to enjoy that very long before he started using his hand on my ..." Sam was startled at her inability to come up with a word here. She really had no experience talking about her specialness to other people out loud. Some words seemed too clinical, others seemed too crude.

Mercifully, Carly knew what she meant, "Was it good?"

"Not as good as his mouth."

Carly flipped over instantly to look Sam in the face. "He didn't!"

Sam nodded, "Surprised the Hell out of me. I didn't last long with that going on."

"That is so –"

"Hot?"

"Oh so very hot!"

"And then you texted me."

Carly nestled back down with her face in Sam's cushiony chest. She began to stroke the soft skin of Sam's arm. A sudden yawn hit her as she realized how sleepy she had become.

Sam relished the moment of holding Carly in the afterglow. She began to comb her fingers through the other girl's fine dark hair. Carly sighed in response and mumbled something into Sam's left breast.

"Sorry Carls, didn't hear that."

"I love you, Sam," and then she was asleep.

Sam wept.