Chapter 12: Count to Three

Disclaimer: Sex! Oh, and I don't own iCarly. (Sorry about the sex thing, y'all, but in speech class, they tell us an attention-getter is really important). Oh, and there's gonna be sex in here. If that shocks you, where you been the last eleven chapters? Come on! Sorry, off track, I was never good at concluding speeches.

When the alarm clock went off, Freddie reached to silence it, then winced at the pain that shot through his right shoulder. He got up and used his other arm to turn it off. He went to the bathroom and looked at the back of his shoulder in the mirror. Sam's bite hadn't broken the skin, but it must have missed by the barest of millimeters. He could see the impression of her teeth, as well as the pencil-shading marks of a bruise. He would have to wear a shirt around his mom at all times, unless he really felt like doing some explaining.

He experimented and found that the shoulder didn't hurt too badly until he lifted his arm above shoulder level, so again he had to remind himself to not do that around anybody. He laughed, thinking that he wasn't even irritated, that it was a small price to pay to be with Sam; he had suffered worse at her hands just to be near her, just to have her attention on him.

He went to Carly's. Sam was on the couch and glanced at him when he came in.

"What's up, Sam?"

"Nub." Great, so she wasn't going to give him any sign. He should have tried to contact her before he came over, but he also knew if he had done that she might have gotten upset. It was hard to pick the right spot with Sam.

He went to the kitchen where Carly and Spencer were.

"Hey, Freddie," Carly said. "Looks like you got all the syrup out of your hair." She gave a look to Sam, which was useless, since Sam hadn't even glanced at them.

"Yeah, finally, took some time in the shower, but I think it's all out."

"It's not funny, Sam," Carly said, which actually made Freddie feel some relief. If Sam had smiled at what he said, it probably meant she wasn't angry at him.

"Well, what can you say, Freddie?" Spencer said. "Couldn't expect to have a sleepover without something happening." He clapped Freddie on the shoulder, and Freddie screamed out in pain.

Instantly, Sam was next to him. "Oh, my God, I'm so sorry", she said, while Carly and Spencer were asking him what was wrong.

"Wait, what are you sorry about, Sam? Did you hurt him?" Carly looked like she was going to start yelling.

"No," Freddie said. "She didn't do it. Not really. I just slipped in the shower, because of the syrup, and hurt my shoulder."

"Yeah...so, sorry you're a wuss," Sam said, unconvincingly.

"Do you need me to take a look at it, Freddie?" Carly asked.

"No!" he said. Sam looked panicked.

"Guys, this can't continue. I feel like you fight all the time," Carly said.

"Carls," Sam said.

"Carly, just let me talk to Sam." Carly and Sam looked at him. "Studio?" Carly nodded. Sam looked at him, then headed upstairs.

"Be careful, Freddie," Carly said. He nodded and headed upstairs. Sam was sitting on a bean bag.

"Sam, I'm sorry if I did anything wrong yesterday. I don't know what I did, but I-"

"You're apologizing to me?" she asked, incredulously. She shook her head. "Let me see it." He took his shirt off cautiously. He heard her pull her breath in. "Oh, Freddie, I'm so sorry."

"It's okay, Sam. Felt really good at the time." He put his shirt back on and turned back to her. "You're not mad at me?"

"Why would I be mad at you, Fredward?"

"I don't know. 'Cause I act like a guy."

"Well, we know that would have to be an act," she said, smirking.

"Sam, I just don't-"

"I'm still your friend, Freddie," she said. "I, just, sometimes I don't know how to act with, you know, the game and all."

"Well, shouldn't we just be ourselves? Unless we want Carly interfering all the time. And I want to spend time with you." She smirked. "I mean, besides that."

"Okay, we'll be us."

"Hug?" Freddie asked.

"Whatever, I don't hug nubs." She walked out. He shook his head and laughed. He walked out of the studio, and she was there, and she threw her arms around him and squeezed. He held her back and kissed her gently on the forehead. Then she let go and was downstairs without a word. He followed.

"You guys get everything settled?" Carly asked nervously.

"Yeah, to make up for trying to break my shoulder, Sam's treating me to an afternoon at Arcade World," Freddie said. Carly looked shocked, and Sam sneered at Freddie.

"You know, you're paying for everything. And buying me lunch," she whispered to him, as they sat on the couch watching Girly Cow.

"I know," he said, grinning. She settled back on the couch, smiling, and threw her legs on top of his lap.

"Sam!"

"Quiet, footstool," she said. They looked at each other, small smiles on their faces. Carly stared at them and shook her head. I'll never understand them, she thought.

Two days later, after Freddie had treated Sam to another trip to the arcade, they were headed to the Groovy Smoothie.

"Sam, I won," he said.

"Congratulations," she said.

"So the loser has to buy the winner a smoothie."

"I know."

"Well, telling me you need to borrow money to do it sort of invalidates the whole process."

"You know, when you use big words like that, it just gets me all a-quiver, Benson."

He stuck his tongue out at her. He knew before the started the arcade game that he was going to end up buying smoothies. He just liked bantering with her.

"Hey, guys!" They looked toward the voice that hailed them inside the Groovy Smoothie.

"Hey, Gibby. Ah...hey...uh, Tasha," Freddie said. Sam glanced at him. He had his eyes cast off to the side.

"Oh, my goodness. I haven't seen you guys in so long," Tasha said. She ran up to them and hugged Sam, who pulled back a little, but didn't punch Tasha, which would have been a normal Puckett response to somebody attempting to hug her. Tasha went to hug Freddie, and he allowed it, leaving enough room between her chest and his that a child could walk between them easily.

"So what are you guys doing?" Gibby asked.

"Just came from the arcade," Freddie said, concentrating solely on Gibby. "Sam's buying me a smoothie, 'cause she lost."

"You're paying for it," she said.

Somebody came in behind them, and the movement of the door caused a light gust of wind to enter. Freddie felt it. I just blow on them gently and they get hard. And her nipples are huge! And, although he tried to prevent it, the image of Tasha's nipples shooting through her shirt, pushing through the door, and knocking people over on the street came to his mind. And he giggled. The others looked at him, causing him to giggle more.

"Sorry, hiccups," he said and ran to the bathroom. Gotta calm down, he thought. Finally he got himself under control.

When he got out, Gibby and Tasha were gone. Sam was sitting with two smoothies at a table, as well as his wallet. He wasn't surprised. The level of the smoothie that wasn't in front of her seemed shockingly low, also.

"Hey, where'd Gibby go?"

"He said they had to catch a movie. What is up with you, dude?"

"What do you mean?"

"Well, the whole giggle-fest. That hug between you and Tasha. And the fact you wouldn't even look at her."

"Well, uh, you know how Gibby reacted the last time he saw her in my arms. I didn't need anybody thinking something was going on again."

"Is something go on with you and Tasha?"

"What? She's with Gibby, and he's my friend!"

"You're just being weird."

"I thought you liked it when I'm weird. Gives you more to make fun of."

"There is that." They didn't talk anymore about Tasha, and Freddie hoped Sam had decided it was nothing. I'm going to need to go through some nipple therapy or something, because I won't be able to look at Tasha again without doing the same thing.

That night, after his mom had left for another double-shift, Freddie took the last bus of the night to Sam's street. He stood outside her house. The car wasn't there, so her mom was gone, but he wasn't sure if she might be back. He tried the door, and it was locked, so he looked around to make sure there was no one looking and picked it. It took him thirty-five seconds, nowhere near Sam quality, but pretty good for himself, he thought.

He heard music from Sam's room. A heavy bass thump underlined synthesizers. The door was open, and Freddie peeked in.

Sam, in blue boxer shorts and a white tank top T-shirt, was dancing to the music. Not just dancing, but swaying in a provocative way, her hips gyrating in a way Freddie found intoxicating. He leaned against the doorway and watched her.

"That's sexy," he said, during a lull in the music.

She screamed. She turned to Freddie, who was grinning at her. She picked up a hairbrush from her dresser and threw it at him. He easily ducked it. "Son of a bitch. What are you doing here, Freddie?"

"Does a guy need a reason to watch a pretty girl dance?" he asked.

"He does if he doesn't want me to kick his ass," she said. She looked angry, because, Freddie knew, she didn't like being seen as girly. And dancing to a pop song in her underwear definitely could make her seem that way.

"Where's your mom?" he asked.

"Boyfriend."

"Blackjack dealer?"

"No, car salesman."

The song ended, and another began, one with which Freddie was very familiar.

Sam looked at the PearPod and then back to Freddie. "Shuffle," she said.

Did I tell you I knew your name, but it seems that I've lost it. Did I tell you its my own game? This is not your problem.

"I guess if I'm gonna get my ass kicked, I deserve a final request. Can I have this dance?"

"Freddie..."

He put his arms around her waist, and after a moment she put her arms around his neck. She rested her head on him for a moment, but then pulled her head back.

"Sam?"

"Nothing. Just remembering something." She shook her head at him, letting him know not to ask about it. He nodded and then brought his forehead to rest against hers. Her eyes met his. Their swaying stopped, and they stood there, arms around each other, looking.

"Sam-"

The song changed to one with a cheesy synthesizer, a song that Freddie couldn't tell if it was much different from the first song.

"You have really crappy taste in music," he said.

"Yeah, like you would know. You probably listen to some college band that sings songs about Galaxy Wars." Freddie said nothing; he did actually have a few songs like that on his PearPod.

Sam turned around, put his arm on her stomach, and began to dance against him. He tried to keep up for a moment, but then just let her grind against him.

Another slow song, one he didn't know, began to play, and she put her arms around him again.

After a minute or so, Sam said, "Freddie?"

"Yeah?" He grinned at her.

"Your hand is on my ass." In fact, both of his hands were on her ass. He had slipped them under the back of her boxer shorts.

"So it is."

"Don't you think that, you know, you should do something about that?" He nodded, as if to say that she was probably right. He pulled the elastic of her boxer shorts back and pushed the shorts down, letting them fall to her ankles.

"Taken care of," he whispered. He kissed her softly, moving his lips gently against hers. He lightly drew patterns on her ass with his fingers, the sensation causing her to move her closer to him. He moved her closer to the bed and put her on it. He got next to her and continued his kisses. He squeezed her breasts through her shirt and pushed his hand further down her body. He cupped her inner thigh, letting his pinky touch her pussy lips. Sam, it seemed had little use for his teasing, and she grabbed his hand and put it right on her pussy.

"My neck," she said. He had other intentions, but he needed for her to enjoy herself, so he kissed her neck while moistening his fingers between her pussy lips. Once he felt they were slick enough, he put his index finger inside her. He fucked her with it very gently, wanting her to feel good, but not ready for her to cum yet. When he felt she was wet enough, he moved down the bed so that his head was near her hip.

"Freddie!"

He looked up at her. "What?"

"You can't do that," she said.

"It's my turn, my rules, Puckett," he said. She looked shy, embarrassed, traits unlike her, even during their new game.

"What if I taste bad?" she asked. He didn't tell her he had pondered that same question, since he had no experience in it. The video he watched had some comments about it, and he figured that, because of her meat-heavy diet, she was going to have a stronger taste than most women-not that he had anything to compare to. He took a leap and put the finger he had put inside her in his mouth and sucked on it.

"See?" he asked. Her taste was strong, but pleasant. It reminded him in some ways of an Indian restaurant he liked, that his mother didn't know he occasionally went to: salty and spicy and wonderful. "Trust me, Sam." She nodded and lay back. He knew she was still nervous, so he was going to take it slow for her.

He kissed the inside of her thigh and brought his tongue closer to her pussy, so that she could feel his breath on her. He kissed her gently on the outside of her outer labia, feeling her shiver. He encircled her pussy with his tongue, enjoying that she seemed to have gotten over her embarrassment and was pushing toward him. He sensed that she was going to show her frustration with his teasing again, so he spread her lips with his hands and pushed his tongue inside her. She gasped, and he felt one of her hands grasp his hair.

He brought his tongue from the bottom of her lips to the top, noting where she seemed to show the most reaction. He curled his arms around her thighs and pushed his tongue inside her as far as he could reach. He pulled it back and then pushed back, establishing a rhythm inside her, fucking her with his tongue. He would give a little flick with his tongue whenever he reached his furthest. Her thighs were pressed around his ears. He knew she was saying something, and from the way she was moving against him, it must have been something of pleasure, but he couldn't hear because his ears were covered.

He felt her feet on his back, and she was pushing up against him, her hips raising. The pressure on his ears subsided, and he could hear, "oh god oh god oh god fuck fuck" as she was thrusting against him. Her mound crashed against his nose, and then she grabbed his hair with both hands. He gave a small yelp of pain at that, but that only made his tongue vibrate inside her. Then she let go of his hair and grabbed her sheet with her hands, and then it seemed as she had frozen, as she became still in her orgasm, then cried out, allowing her body to crash to the bed.

Freddie placed a kiss on her inner thigh. He found himself somewhat disappointed, only because he hadn't even tried to do half the things he had wanted to after watching the video. But then he recalled that there were some females who could have multiple orgasms. He didn't know if Sam was one, but he wanted to find out. However, he knew from their previous experience that she was particularly sensitive after her orgasm, so he would have to work her back up to it.

He kissed and licked her from her mid-thigh to her inner-thigh on both sides until he felt she had recovered enough.

"Freddie?" She spoke as if she had forgotten he was there.

He separated her lips and sought her clitoris with his tongue.

"Oh, shit," she said and flopped back down on the bed again. He flicked at her clit and felt her buck against him. He took an index finger and put it inside her. He licked at her like she was a melting ice cream cone, remembering not to put too much pressure on her. The video had said that one thing people could do to increase their partner's pleasure was to pretend you are writing with your tongue, so Freddie wrote on Sam's clit in cursive I-L-O-V-E-Y-O-U-S-A-M. By the time he had gotten to "A" her legs were wrapped around his head and she had her body arched. He continued to lick and when he felt she had reached the end, he took her clit in his mouth and sucked gently. She cried out again. He continued to suck softly, and her body relaxed, but she jumped occasionally, as if she had electricity running through her.

She tapped him on the head weakly. "You have to stop," she whispered. "I'm gonna die." Freddie nodded, somewhat thankful. His jaw hurt like hell.

He crawled back up and lay on his side next to her. She looked at him with his eyes, but didn't move her body. He bent and kissed her softly on the lips.

"Still trying that lesbian thing, Benson?" Her voice had a tiny shiver-stutter in it.

"What?"

"You have me on your lips."

"Oh, sorry."

"Can you get me my boxers?" she asked. He picked them up and gave them to her. She didn't move. After a moment, he took them back and put them on her himself. "Thanks. Still recovering."

Some hair had stuck to her forehead, and Freddie brushed it away.

"So," he said," you ready for that quiz in History?"

She snorted. "You're a dork, nub." She turned over slowly. "I think I might be partially paralyzed." He laughed, and she joined him. She looked at him. "Did you drive here in your mom's car?"

"No, took the bus."

"Took the-. Freddie, there are no more buses running until morning."

"I know. I'll just walk home."

"Freddie, you can't walk. You'll get killed."

"Sam, you do it all the time."

"Yeah, 'cause I'm me. You're you, therefore getting killed."

"Sam-"

"Just sleep here. Your mom's working, right? So she won't know you're gone. My mom probably won't be home until noon."

"Are you sure, Sam?"

"Well, I don't want anybody blaming me for your bloody and beaten body, so yeah."

"Do you want me to grab a blanket and sleep on the couch?" He hoped she said no, because he really didn't want to touch that couch.

"Freddie, I think we've shared enough of each other that we don't need to worry about cooties or anything. Just sleep here."

"Okay." She watched as he took off his shoes and his pants. He didn't know why he was nervous, since she had seen him in less. Her bed was small, so she turned over and he lay next to her.

She sighed. "I'm not going to be able to sleep with you poking me with that all night, Freddie."

"Sorry. I can sleep on the floor."

"No, just take care of it."

"What?"

"You're a seventeen-year-old boy, remember? Just take care of it. I'd do it for you, but I can't hardly move."

"I guess...I'll go to the bathroom."

"Oh, Jesus, Freddie, just do it here."

"What?" She turned over slowly to him.

"I just had an orgasm on your face three times, Benson. So I don't think you doing that is going to ruin anything." Her face was determined, and Freddie knew he wasn't going to talk her out of it.

"I need something to, you know, catch it."

"There's a purple sock on your side of the bed. It has a hole in it. I was going to throw it away anyway." Freddie got it. He put it on his stomach, covering the top part of his boxer shorts above his groin. As he unbuttoned his shorts, Sam put her head on his chest, watching him.

"You just wanted to see me do this," he accused her.

"Toldja I though he was cute." He groaned. He pulled his dick through the opening and wrapped his hand around it. "See, he's not so small now." Freddie shook his head.

"Shut up, Sam." He used the fluid from on top of his penis to lube his hand and began stroking.

"Jeez, Freddie, I feel like you're abusing a close friend," Sam said.

"I...know what I'm doing...Sam." She took his other hand, which was under her and wrapped it around her and put it on her boob. She looked from him stroking himself to his face.

"Are you going to already?"

"Not an endurance thing when you're by yourself, Sam." He tweaked her nipple gently. "No need for foreplay." Then he quieted as he felt his orgasm coming.

"Do I need to move back?" she asked. He shook his head, unable to talk and then, as he came, he aimed his penis toward his stomach so that all his cum went on the sock.

He lay there for a moment. Sam continued to watch him. Then, she said, "aw, he's getting cute again." Freddie rolled his eyes.

"Trash?" he asked.

"By your side of the bed." He used part of the sock to clean the end of his penis off and then rolled the sock up. He threw it in the trashcan.

"Won't your mom notice it?" he asked.

"My mom? Get serious. And you can take it to the trash barrel in the morning. Grab the trash in the kitchen while you're at it."

"So all I'm good for is being your trash man."

"Not all you're good for. Now, let's go to sleep."

She reached out and turned the bedside lamp off. He curled up next to her and put his arm over her stomach. She took his hand and put it under her shirt and over her right breast.

"Sam?"

"I know it's gonna end up there anyway. Might as well cut out the middle man."

Freddie was quiet for a moment. "Sam?"

"Yeah?"

"Three times?"

"Yeah, yeah, you're the greatest, Benson. I'll throw you a parade when I recover."

He laughed. "Night, Sam."

"Good night, Freddie."

A/N: I feel like something has been forgotten, but I'm not sure what it could be. Nah, just must be my imagination.

Thanks for reviews from: LiTtLe-MiSs...SeDdIe, Julefor, isinktohearts, december1992, lovesux93, sammiilizziee, lianz89, FantomGhost, mnm marshall, Princess Starlight, Purple550, alaskan-anime-girlie21, Mz Briar, maxiefae, Jarik Kiray, jhulkmn08, MissSeddie, clarksonfan, KarmaLord, popcorn1001, Vetiver, Moviepal, mamaluvsangst, CrystalKR1, Daniyell37, Rethea, and xXSeddieXx.

Julefor: No, Sam made sure there was nothing blue. Borrowed? Shampoo?

isinktohearts: Gibby is a (unofficial) part of iCarly. And he's with Tasha. Carly and Gibby? I don't think so. Why, if somebody were to write Gibby and Carly together in a story and have people like it, that writer would have to be some type of genius or something. I mean, who could be such a literary superhero? Anyway, they aren't getting together in this story.

Princess Starlight: I don't know why I have Freddie concentrate on her feet so much. Personally, I find feet to be disgusting...blech, but I know they work for some people, which apparently includes Freddie. Innocent? Bwah ha...uh, I mean, of course, you are...innocent...indeed. And it wasn't so much that Sam had more willpower so much as when Freddie was affected you could see that Freddie was affected. Females have an advantage there in that there is not necessarily a physical sign of their arousal (well, at least not any that are quite as noticeable as an erection).

Jarik Kiray: There's somebody for everybody, even Gibby. Some people might not be able to understand why anybody would want to be with Sam, but others understand her appeal. Same with Gibby (to an obviously lesser degree). Again, only a writer of Olympian stature could make Gibby and Carly look good together.

jhulkmn08: I can't speak for other commentators, but there are obvious reasons Gibby porn bothers Freddie (refer to his dream). As for me-were I ever to watch porn (which I never do, of course-wait, don't look under my bed)-I probably wouldn't even notice Gibby for reasons he pointed out when talking to Freddie about his cousin's work. And trust me, after my own knowledge and some research I've done for this story, there are definitely some people out there who would be down for some chubby mermaid porn.

popcorn1001: Freddie just seems the type of guy who would play board games more than the others, and just like there are some musicians who can still play well when drunk, so can Freddie board when boobnitized.