WARNING: This one has some PRETTY strong innuendos. Meaning, borderline M, but not. So now that I've given you fair warning, you may proceed, or...not. xD

Enjoy!

The trio entered the school building early the next morning. Carly had insisted that Sam at least arrive to school on time once their junior year. Sam had protested for a total of five minutes, before she arrived at Carly's car and noticed the box of doughnuts on Carly's front seat. The rest of the car ride was pretty silent as Sam was stuffing her face with the pastries the entire time, ignoring Freddie's disgusted looks for the most part.

"Guys?" Sam started when they'd reached their lockers, "Do these pants make my ass look huge?" She faced the rows of lockers, her backside facing her friends as she twisted her torso to look down at herself. Sam unintentionally popped her ass out as she turned, making it even harder for Freddie to look away. Carly raised an eyebrow at the blonde girl as she knew where she was going with her subtle questioning, but she said nothing. Sam noticed Carly's look and flashed her an easy smile.

"Well? Does it?" She pressed, glancing at Freddie, a smug smirk resting on her face when she noticed he was staring. Freddie gulped and tried to look away, fearful of what she would do to him if she noticed he was openly staring at her. He felt a heat rising in the pit of his stomach and shut his eyes, trying to will away the heat he felt in his cheeks.

Carly didn't answer, she only shook her head and turned to her locker, putting in the combination and ignoring her friend. Sam stared at Freddie, waiting for him to answer. Or move his eyes to her face instead of her ass. Freddie raised his eyebrows at her. Sam smirked and hooked a finger towards him, motioning for him to come closer. Freddie gulped and shuffled his feet toward her as she backed herself against him, her backside brushing against his thigh.

"Little Freddie just answered for you." Sam whispered, wrapping her arm around his neck and pulled his head down close to her mouth. Freddie inhaled a deep breath and squeezed his eyes shut, which made Sam chuckle, her cool breath sweeping across the side of Freddie's face.

"S-Sam…" Freddie choked out, opening his eyes to see her staring at him with those same dark blue, lustful eyes from the day before. Freddie's breath hitched when Sam turned herself completely around as she backed him against the lockers, her arms hooking around his neck and her body pressing flush to his. Freddie felt awkward for a moment until he brought his hands up to lightly place them on her sides.

"Freddie?" She whispered, staring at his lips and licking her own. She leaned up to his ear and paused for a moment blowing across the outside edge of his ear before she finished speaking, "I'm sure glad your little friend came back to see me." She smirked against his ear as she darted her tongue out to faintly trace the rim of it. Freddie shuddered slightly his fingers shaking a little on her waist. Sam snickered at his reaction and pushed herself closer to him, her thigh brushing against his groin. Freddie shut his eyes and gulped back a moan.

He felt the heat burn in his stomach and the tips of his ears heated up, as he felt her breath blow across his ear one last time before she pulled away with a deep, seductive laugh. He opened his eyes to find her gone, bounding down the hallway her blonde curls bouncing with every step.

Freddie let out a breath and slid down against the lockers before he looked up at Carly, who was grimacing. He blushed deeper.

"Did you just…" Carly looked down at him, the books for her next class cradled in her arm. She noticed how he was breathing slightly heavy and that his face was red, confirming what she thought. "Vince sure never made my face turn as red as yours is right now." She giggled and went to continue, but Freddie cut her off.

"Please just go, Carly." He ran a hand through his hair and looked pleadingly at her. She shook her head and smirked, waving as she turned away from him and went to her own class, leaving Freddie to sit in the hallway by himself.

He watched her go out of sight and then leaned his head against the locker staring up at the cheap white plasterboard ceiling. A smile spread across his face and he sighed contentedly as he whispered to himself, "Whoa."

**

"Hey Carly!" Sam called to Carly as she ran down the hallway after the fourth bell. Carly stopped and turned, waiting for her friend to catch up with her. She smiled when the blonde stopped, slightly out of breath, in front of her. "Wanna go to Inside Out for lunch?" Carly nodded, pulling her keys out of her purse.

"Sure, let's go." Carly began to walk toward the exit, but stopped when she heard Sam speak from behind her.

"Hey, do you think we should, uh, ask Freddie to go?" Sam asked, causing Carly to furrow her brow and turn around. She looked at her friend strangely, not expecting her to ask about the brunette boy.

"Already did, he said he wasn't hungry." Carly paused, looking at Sam, "Why do you care all of a sudden where he's at?" She narrowed her eyes, watching as Sam subconsciously shifted her weight from foot to foot. Sam connected eyes with her and shrugged.

"I just asked a question, no need to grill me over it, Carly." Sam stepped forward to slip past Carly, but Carly clicked her tongue and grabbed Sam's forearm, spinning her back around so they were face-to-face.

"Do you like Freddie?" Carly asked, staring at Sam's face intently. Sam looked taken aback for a moment and scoffed as she tore her arm out of Carly's grip. Sam stared back just as intensely, trying to figure out where her friend was going with this.

"No…" She started off slowly, her brain reeling. "I'm just having some fun, Carls." She stated coolly, smirking a bit. Carly shook her head at her friend.

"If you don't like him and you're just having fun…why are you being so passionate about torturing him this way?"

"I have needs too, Carly." Sam paused, a smirk playing on her lips, "By the way, I need that back." Sam snickered when Carly's face turned red. She averted her eyes downward and played with her key ring.

"Yeah, about that…" Carly started out slowly, looking up to meet Sam's eyes, "…Vince had a...bit of an accident." Carly stated meekly, wincing as she waited for the storm. The one that always came. Sam's eye twitched slightly as her brow furrowed.

"Carly, you named my toy Vince?" Sam spoke slowly, deliberately. Her eyebrows raised, her hand going on her hip, making her strangely resemble a mother scolding a child; a weird change from the normal chemistry of their relationship.

"It's more fun that way." Carly insisted (every time). Sam rolled her eyes and mumbled a string of colorful words. Sam shook her head.

"They aren't cheap, Carls." She paused, "How did you 'kill it' this time, anyway?" Sam asked, using air quotes around 'kill it'. Carly cringed and ran a hand through her hair, stalling. "What is this? Number 10?"

"Let's just say he wasn't as waterproof as he claimed." Carly rubbed the back of her neck as Sam sighed. "I don't do it that often!" Carly crossed her arms over her chest and huffed, "And in my defense one of them caught on fire." She mumbled, hating to recall that horrifying experience.

"Why was Spencer anywhere near it to begin with, Carly?" Sam raised an eyebrow, wondering briefly what went on in the Shay household when she wasn't around. Carly blushed and half-shrugged, looking over Sam's shoulder as she replied,

"He wasn't." She met Sam's eyes again, "Anyway, we weren't talking about me. We were talking about you having creepy hallway sex with Freddie." Carly shuddered, thinking about what happened this morning in the hallway.

"I didn't…" Sam trailed off, absently playing with a golden curl, twisting it around her finger as she looked down to play with it. She got lost in her own world for a moment, "But Carly," She started, not realizing she was talking over the brunette, almost missing what she said.

"Maybe you didn't, but he did."

"…Changing the subject won't make me forget." She finished, speaking the same time as Carly. There was a beat of silence before Sam shot her head up, eyes slightly bulging. "He what?!" Carly chuckled.

"He simply finished what you started."

"Oh." Was all Sam could say. Carly grinned and nodded as she continued, making Sam smirk and bit on her lower lip,

"He couldn't even stand up after, Sam." Sam smiled, a teeth baring smile from ear-to-ear.

"Of course he couldn't. Mama doesn't do things halfway." Carly simply rolled her eyes at her friend's smug smirk and shook her head, playing with the keys in her hand.

"Let's go eat." She laughed, turning to exit the school like she'd tried to do earlier. This time however, she heard the familiar squeak of Sam's sneakers hit the linoleum right behind her.

"Remind me I need to take you shopping later, Carly, okay? I think it's about time you bought your own." Carly rolled her eyes and shoved the glass door open, ignoring her friend's statement.

**

The last bell rang throughout Ridgeway High, signaling the end of another school day. The students poured out of the classrooms and into the hallway, chattering excitedly. Sam and Freddie were the first two to arrive at their lockers as Carly had class upstairs and hadn't made it down yet.

Sam looked at Freddie and nodded her head, "Fredward." She acknowledged him, smirking as she glanced down at his silk shorts, ones he was not wearing this morning. Freddie noticed her gaze and rolled his eyes, knowing she was coming up with a taunt; he could see her brain reeling as her smirk got wider.

"Shut up, Sam." He beat her to it, catching her slightly off-guard. She snickered, her gaze drifting up to his eyes.

"I didn't say anything, Benson." Her gaze was intense as she held his eyes to hers, hers sparkling with mischief, Freddie's cheerful, but slightly worn. She arched an eyebrow, "Besides, I don't have to say anything to know you loved it." Freddie felt a blush creep up his cheeks, and he turned to his locker, putting in the combination and pulling open the door, blocking his face from the blonde girl's view.

He missed Sam's lingering gaze, the way her eyes raked down his profile, watching the way his chest and taut stomach rose and fell with each breath he took…

Within seconds Sam was wrapping her arms around Freddie from behind, her front pressing flush with his back. She hooked her arms around him tight, interlacing her fingers just above his navel. She rose on her tip-toes to rest her chin on his shoulder, her breath tickling his ear. "Telling me to shut up isn't a very nice way to greet me, Fredward…" She whispered, lowering one of her hands toward his crotch.

Freddie groaned and darted his own hand down to clasp onto her wrist, holding her hand away from him. "Sam…" He warned, looking at her from the corner of his eye. He could feel not only Sam's gaze boring down onto him, and possibly every lingering student left in the hallway as well. Sam chuckled, leaning closer to his ear.

"I just want to…" Freddie loosened his grip on her wrist when she turned her head to press her lips against his neck, kissing it softly. "Help you out…" She finished, freeing her hand from his slackened grip and reaching all the way down to cup him, rubbing through his shorts. She smirked against his neck and purred slightly, making Freddie gulp. She moved her hand upward, stopping at the waistband of his shorts, tugging at it slightly as she tried to slip her hand in.

Freddie gasped and grabbed her wrist again, harder. "I said not right now." He practically hissed in her ear. Sam was taken aback, but she fought hard to not let it show. She pulled away from him slightly, hesitating a moment to test the waters. When she felt him tense slightly from the light touch her fingers made as they grazed across his sides she pulled completely away. She stepped back and forcefully opened her locker, throwing her bag inside as she stomped off down the hallway toward the exit, leaving the two brunettes to stand in the quickly emptying hallway together.

Freddie shut his locker and took a deep breath as he looked at Carly. She glared at him and rolled her eyes, shuffling her books in her arms. "Kind of harsh, Freddie." Freddie sighed and ran a hand through his hair. "I didn't mean to say it like that." Carly's look softened when she noticed how upset he looked. "Let's just go, Freddie." She paused, "Before Sam wrecks my car." Freddie attempted to chuckle and they both headed down the hallway to the exit their friend had just taken moments before.

**

When Carly and Freddie reached Carly's car Sam was leaning up against the back door, her arms crossed over her chest as she stared absentmindedly at the ground. She kicked at a rock, sending it flying across the barren parking lot, ricocheting off of a metal trash can placed by the edge of the pavement. Carly pressed the unlock button on her automatic key pad and the car beeped, startling Sam. She looked up and briefly met Freddie's eyes before pulling open the car door and sliding inside.

Carly and Freddie exchanged a look before Carly nodded her head toward the back seat and opened the driver's door, giving Freddie a reassuring smile as she too got in, Freddie sighing and following suit.

The trio settled into an uneasy silence for most of the car ride home, Sam didn't say one word. She simply stared out the window. Freddie glanced over at her every few seconds, unable to stop himself. His hand lay palm-side down on the middle seat, his fingers spread slightly apart.

Sam felt his eyes on the side of her face and looked over at him, eyeing his hand lying innocently on the seat. She kept eyeing him as she slid her hand across the seat, finally reaching Freddie's. She first linked her index finger around his pinky, waiting to see if he would pull away. He looked at her, a shocked expression on his face. Freddie glanced down at their hands and then back up at her, his mouth slightly agape as if he were trying to speak but couldn't find the words.

When he didn't pull away Sam flashed him a soft smile and fully enclosed his larger hand in hers, clasping it tightly. Freddie gave her a weird look, a bit apprehensive of her sudden…un-Sam like actions. He squirmed a little in his seat and he felt his hand go clammy in hers. He offered her a weary smile, to which she returned, chuckling slightly and squeezing his hand as she settled back against her seat.

Carly looked back in her rear view mirror to find Freddie staring attentively at Sam, their hands joined in the middle in a soft embrace. Carly smiled knowingly and focused her eyes back on the road.

Sadly, the next chapter shall be the last. *boo* But don't worry, I have a little something extra planned...Something I'm sure you'll all like!(:

Review! :D