A/N: thanks for all the reviews so far! im having fun writing this! anyways, a little warning for making out if you dont like to read about that. besides that, this chapter is completely clean!

CHAPTER THREE

The next day at school Freddie walked the hallways feeling like he was on top of the world. Girls wanted him, and guys wanted to be him. He was no longer bullied and he was living the life. Everyone said Hello to him and knew his name.

'How do you do it?" Gibby asked as Freddie came up to him.

"I don't know…I guess it was like I was born with it." Freddie replied taking off his sunglasses.

Carly was just coming inside when she spotted Freddie. She took a deep breath still confused as to what these new feelings for him felt. Feeling brave she went up to him "Hey Freddie, um, I, I kinda need to talk to you after school at my place. Is that okay?"

"Yeah, babe! I've always got time for you." Freddie replied.

"Great! I'll see you then." Carly then walked to get to class. After she left, Sam then approached him.

"Fredward…Look, I need to talk to you. Mind If I come over tonight?" she asked.

"No prob. I'll see you then." He smiled.

Sam rolled her eyes and then went off to the cafeteria. Gibby watched in amazement as Freddie crossed his arms and licked his lips.

"Dude…you are a boss! You have to teach me what you're doing!" Gibby beamed.

"I'm sorry but Freddie Benson doesn't do…he just is." He then went off to class. Freddie had Carly and Sam wrapped around his fingers and the fun wasn't over yet.

Meanwhile, Shellie was on the phone with Spencer as Naima listened. "Hey you" she said "Um, if you're not busy I wanna know if you wanna go grab some Italian tonight. I know this great place!...Oh, that's great!...Okay, see you tonight!" she hung up her cell and then sighed happily.

"Going on another date with Spencer tonight?" Naima asked.

"Yes! And really…normally, I never really saw myself with a guy like him but he's amazing! That reminds me, you have to teach me about all this art stuff…I ran out of stuff to talk about the last time."

"Shells, It took me about two semesters of college to learn about all of this. There's no way I could teach you in four hours."

"Then just tell me what to say…"

"Um, you know what? What would you say if I changed my mind? Like if I wanted to start going on dates with Spencer?"

"But hon, you passed him on to me…"

"Yeah, but…I just…I guess I had a change of heart…plus, he still thinks you're me. Like I mean, how long are you gonna keep that up?"

"Just until…I plan on breaking it to him. Who knows? I'll probably tell him tonight."

"Okay…" Naima put her head down regretting not going on that date.

"Hon, I promise I'll find you someone else, okay?" she then went off to get ready for her date.

When Carly came back home, she found Spencer in front of the computer again "Hey Spence, whatcha doing?"

"Ordering flowers for my date" he replied happily.

"You're going on another one?"

"Mhhm!"

"Same girl?"

"Mmmmmmmhhhm!"

"Wait, is this Madonna or Naima? And wow, you pick girls with such unique names…"

"Its Naima…Madonna ran away from me when I tried to ask her out. I guess she wasn't that into me. Oh well. At least I have the other girl…"

There was a knock at the door a few seconds later and Carly went to get it "Hey Freddie, come in."

Freddie made his way inside the house and sat down on the couch. "Sup, Spence"

"Hey Freddo. Heard about the new TV you just got. Good stuff!" Spencer replied.

"Just livin' large, bro."

"Alright, I'll leave you two alone. Gotta get ready for my date." Spencer then retreated back to his room.

"Wow, a date huh? Go Spencer!" Freddie looked back at Carly.

"Yeah, we're all excited for him" Carly sat down next to him.

"So what's good Carls?"

"Um, I, uh, I wanted to talk about us…"

"Us? What's there to talk about?"

"I know I haven't always been so…accepting of you affection towards me and I'm sorry. I was hoping you would give me a chance this time. And no, I'm not attracted to your money or anything. I'm just attracted to how confident you've been lately. And I…I really like that in a guy." She swallowed hard looking at him trying to figure out what his reaction would be.

Freddie stared at her for a moment. The expression on his face was unpredictable "Why Carly…I'm shocked…"

"Good shocked or bad shocked?"

"A little bit of both. Cuz I mean I have been trying to be your boyfriend and I can't count how many times you've turned me down…"

"Freddie, please…"

"Are you willing to kiss me?"

"What?" Carly was taken aback a bit "Why?"

"You know, just to see how you really feel about me…"

Carly knew she had some undefined feelings for Freddie but kissing him? It was way too much. "Uh…close your eyes."

Freddie closed his eyes and puckered up. Carly squinted her face in strangeness and then took a deep breath. She came in closer to him and pressed her lips against his. At first the kiss was a bit sloppy. She didn't know what she was doing. But it was when Freddie stuck his tongue in her mouth she completely freaked. She froze up with Freddie still kissing her. This is new she thought Okay, how is he so good at this?

Freddie placed his hand on her waist getting completely into the kiss. Carly couldn't go any further so she broke the kiss to breathe.

As Carly backed away, Freddie was sitting there breathing hard "What's wrong?" looking at her confused.

"Okay, you better remember this now cuz I don't think I will ever say this in a million years but…you are a GREAT kisser…" Carly replied in a daze.

"Why thank you" Freddie smiled to himself and got off the couch "Well, I gotta go. Got some stuff to take care of." He made his way towards the door.

"But, wait, don't you wanna talk some more?" Carly followed him.

"Well, if you're asking if you wanna make out again, I'll try to pencil you in my schedule. Later, babe." He kissed her on the cheek and then left.

Carly sighed and then sat on the couch. She was insane to be wanting more Freddie.

Later on in the evening, Spencer and Shellie (Still going by 'Naima') were on their date. The whole time, Shellie would talk about fashion, the Hamptons, growing up in New York, her Dad's business and how she would inherit it soon. She barely let Spencer talk. And maybe it was the guy-ness in him but he barely listened to her. He liked looking at her. Her blue eyes, blonde hair, Barbie doll smile. She occasionally played footsies with him under the table.

After dinner, they walked around the Promenade holding hands. He took it one step further by putting his arm around her. Yeah, she wasn't much too into the things he was into and he could care less about what she liked but Spencer adored the attention he was getting from other people around him. A gorgeous girl leaning on his chest as they walked by. It made him feel less like a loser and more like a king.

At the end of the night, he dropped her off at her building and walked her to her apartment. Shellie cupped his face and kissed him. Spencer kissed her back and was totally not expecting any of this.

"Do you mind if I drop by your workplace tomorrow?" she said between the kiss.

"Well, I don't have a steady job…" he replied.

Shellie stopped kissing and looked up at him "What?"

"I'm an artist. Its what I do. I get paid for my sculptures, though…" he smiled sweetly.

"Oh…That's great." She was slightly turned off but she knew she had connections that could help him "Well, I should get going. I don't wanna keep you out here all night. Call me, okay?" she gave him one last kiss on the cheek and then went inside her place.

Spencer's lips were still tingling from this kiss. Although, he didn't know if it was official or not, he jumped with his fist in the air feeling like a million bucks. He made his way out of her building and drove back home.

Freddie sat on his couch watching TV just as there was a knock at his door. He went to answer it and it was Sam.

"Hey Samantha, what's good?" he asked smoothly.

"Uh, yeah…can I just come in?" she asked.

"Oh yeah, sure" he cleared the way for her and led her into the living room. Sam's mouth dropped open at the new TV he had been bragging about. "Jeeze, Freddie! This is like a theater in your living room!"

"Yup, I know." He sat on the couch "Come have a seat" he patted the space next to him.

An awkward Sam took up his offer and sat carefully next to him. Freddie looked her up and down and then licked his lips "You said you wanted to speak to me. Well? What's going on curly girly?"

Sam then turned to him and gave him a disgusted look "Curly girly? Don't you dare say that to me again…"

"Alright, alright! Just cut to the chase will ya?"

"Alright" Sam sighed "This is not easy to say but…but…but…"

"But what?"

She took in another deep breath "You're really sexy when you're ignoring my insults. THERE! I said it, okay?" she then released her breath.

"Why, Sam! I never knew you thought that way!"

"I know, its hard for me to believe, too." She tried not to look at him.

"You wanna kiss me?"

Sam's eyes widened as she looked back at him "Excuse me?"

"You heard me. I asked if you wanted to kiss me. Come on, it's the only way to test if you're really interested in me…"

"Is this actually necessary?"

"Why don't you just pucker up and find out?" Freddie licked his lips.

Oddly enough, Sam did what she was told. She puckered up and closed her eyes waiting for a few seconds. He won't do it. Freddie has no game whatsoever she thought.

Suddenly, Freddie surprised Sam by grabbing her by the waist and kissing her. His kiss was violent yet sensual. Sam tried her best to kiss back but she let Freddie take control. She never thought she would be saying this, but Freddie could win a gold metal in kissing Olympics.

When they broke their kiss, Sam's mouth had gone slack. She sat still as Freddie watched her "You alright, babe?" he asked.

Babe? Sam wanted to punch him in the face and then makeout with him some more "Okay, could we just do that again?"

"Time's up!" Freddie looked at his fancy pants digital watch "I gotta head to sleep. See ya in the morning…" he walked Sam out to the door and kissed her on the cheek and winked.

Outside, Sam sighed and began to walk out of the building. There was no way she had a thing for Freddie. She wanted to kill him! But god, those lips…those amazingly talented lips! She wondered how Carly would feel if she ever found out that Freddie kissed her and liked it. Little did she know…

The next afternoon, Spencer went back to the art store not really expecting to see Naima but hoping he would. As he parked his car, she was leaving the store. He quickly got out to catch up with her "Madonna!" he yelled "Hey, Madonna!"

Who is this weird guy yelling Madonna behind me? Naima thought as she continued to walk.

"Hey Madonna, its me Spencer from the other day!!"

Naima froze and then turned around remembering now "Hey" she walked towards him.

Spencer smiled as she was walking over "Hey, where you heading to?"

"I was just heading home. My shift is over."

"You need a lift home? I could drive you! I promise I'm not creepy. I'm more soft and cuddly."

"No. I'm alright."

"You wanna have a cup of coffee with me then? I know this great place. The coffee is great, the art is the best! So come on!"

"Spence, I can't…I've got some work to do…some paintings to finish…"

Spencer sighed as he looked at her "Okay, I get it, I know you're busy and all but just give me a chance, alright? I think you're awesome. You're cute, you know about art, we think the same way, and hey, you got a cool name…but if that doesn't convince you, maybe this will!!" he lifted up his pant leg to show his glowing brightly colored socks that had elephants on them.

If only you knew… she thought. Naima couldn't help but smile "You don't give up, do you? Alright, I'll have some coffee with you…ONLY because the socks convinced me alright?"

"I'm just gonna pretend it was my boyish good looks that made you surrender" Spencer replied as their talking drifted away when they walked to the café.

Meanwhile, Sam's Mom got She and Carly from school at dropped them off at Carly's. Once there, they entered the building and got inside her apartment and dumped their stuff on the couch "You want anything to drink?" Carly asked lightheartedly. That kiss from Freddie last night surely took her breath away.

"Sure!" Sam replied. She, too, had become unusually happy and obviously, because of the same reason as well.

Carly grabbed two Peppy Colas from the fridge and made her way back to the living room and handed one to Sam.

"What's with you?" Sam asked "You've been smiling this whole time!"

"Me? Well, you've been smiling, too!" Carly replied.

"No I haven't!" Sam tried to stop smiling. "Well…there must be a reason we've been smiling all day…anything you wanna confess?"

"Mayyyybe…" Carly tried to act coy "Think you like anyone?"

"Mayyyybe…"

"Okay, I do!" they said in unison. They then looked strangely at each other.

"That's great! We're both into someone!" Carly said.

"I know!"

"Anyone I might know?"

"Uh…you could say that...what about you?"

"I guess you might know him…"

All of a sudden, this was getting a bit weird for them. They were both very suspicious of who they liked.

Carly squinted her eyes at Sam "You tell me who this boy is…"

"No, you tell me who this boy is…" Sam replied.

"You know what? Lets do it at the count of three…"

"Alright…"

"One…two…" the girls said in unison "…FREDDIE!!"

Sam and Carly looked at eachother stunned and then gasped at the same time "OH MY GOD…"

The girls were still surprised at their sudden confession to each other. They had been after the same guy…Freddie Benson nonetheless.

"Carly, you always turn down the nub every time he's asked you out!" Sam said in her defense.

"See, you don't even like him! You're always calling him a nub!" Carly replied.

"It doesn't matter what I call him! I'm learning to like Freddie!"

"You're learning to like him? I've always liked him! Just not in that way…but its that way now!"

"You're using him!"

"No, you're using him!"

Carly and Sam argued and argued until their voices could be heard outside of the apartment. Freddie was just coming towards the hallway when he heard girls yelling from the Shay's apartment. He put his ear near the door and heard the girls fighting over him. Freddie smiled of sick amusement and then went back to his apartment. At this point, it was fun being Freddie Benson.

(why did i make freddie such a man whore? lol. chapter four coming soon.)