Chapter 3

"We seem to be approaching an age of the gross"

The Hallway

17:42 PM

"Sam?" Carly asked in confusion

"Hey Carls" Sam answered nervously

Carly couldn't believe it, Sam had left her apartment hours ago and had been at Freddie's apartment ever since? And if so what could they have been doing all this time. Carly's jealousy started to grow as her brain concocted ideas of what had happened between Sam and Freddie, not forgetting that the pair had shared a first kiss together. Carly forced her jealousy to back down and wait for Sam to explain before she jumped to conclusions.

"What's going on I thought you left hours ago? And what were you doing at Freddie's?" Carly asked in as calm a voice as she could

"Uhhh…well I did leave but when I got home I got bored after a few hours and came back here to hang with you" Sam replied as she thought of other lies to back her story up

"Then what were you doing in Freddie's apartment?" She asked folding her arms over her breasts, not buying Sam's story

" Well I wanted to play a prank on the dork but the nub's asleep so I just settled for trashing his place " Sam replied in her usual manner

"You what?!"

Carly pushed past Sam and entered the Benson apartment and as soon as she saw it she believed Sam's story. The apartment didn't look its usual orderly self, the couch had been flipped over, the living room table was no where to be seen and the kitchen table was on its side and what was once on top of the living room table laid scattered across the floor, there was some makeup products on the kitchen counter and a lot of various drinking products containers laid littered on the floor. Carly closed her eyes and backed out of the Benson apartment, which was not that messy but a far cry from its usual self, she bumped into Sam who had been waiting for Carly to finish her inspection. Carly closed the door in front of her and turned to face Sam.

"Are you crazy?" Carly asked in shock

"That's what they tell me" Sam replied with a smile trying to play it cool, as she could tell Carly had bought her story.

"Sam! This is not funny Freddie's going to freak if he finds out you did this"

"Then he won't find out"

"And if he does?"

"We'll cross that bridge when we get there" Sam said as she rolled her eyes

Sam dragged Carly into her apartment wanting to get out sight before things got even more complicated. Once standing safely in Carly's apartment Sam let go of Carly's wrist and went over to the couch and slumped down on it, she was still a bit drunk and felt very tired all of a sudden.

"Sam I don't know why you like messing with Freddie, but that wasn't cool Mrs. Benson will freak"

"I know right, can you imagine her face" Sam replied with a laugh

"Sam!"

"Oh come on Carls its no big deal Freddie will know I did it and fix up the place before she even gets home"

"Whatever" Carly said feeling like she was talking to a rock

"What's the matter Carls I thought you liked bad boys" Sam said trying to change the subject

"Yeah…boys" Carly said as she sat down next to Sam

"No exceptions?" Sam said in a husky voice as she turned to look at Carly with their faces a few inches from each other

Carly felt blood rush to her face; she didn't know what to do as the look Sam was giving her turned intense. Sam gently kissed Carly but almost immediately Carly pulled back from Sam and gave her an incredulous look, as soon as their lips had met she could smell it all over Sam and taste it a bit. Carly was surprised She hadn't caught it earlier; this explained most of Sam's behavior.

"Sam your drunk!"

"Oh yeah now that I think about it I am a bit drunk" She replied with a chuckle

Carly didn't know what to say as she looked at Sam who seemed like she didn't have a care in the world. A wave of nausea hit Sam and Carly watched as Sam got up and made a break for the bathroom and a moment later she heard Sam spill her guts into the toilet. Carly felt a smile come on to her face as she walked into the toilet to find Sam on her knees with her face in the toilet, she walked over to Sam and held up her hair as she puked into the toilet.

Once Sam had stopped vomiting Carly helped her up and walked her up to the sink to gargle some mouth wash, if Sam was going to spend the night in her room Carly didn't want it smelling like puke. When Sam finished gargling some mouth wash Carly walked her up to her room. Carly sat Sam on the bed and grabbed the hem of her t-shirt and pulled it over Sam's head leaving Sam sitting up with her breasts exposed. Carly pushed Sam back and she slumped into the bed, Carly looked down at Sam who was laying on her back and starring up at the ceiling in a dazed state and Carly took off Sam's shoes and started to unbutton her jeans. Once Sam was only in her panties Carly went over to her and pulled her into a seated position once again before heading to her draws and pulling out an oversized t-shirt she had stolen from Spencer.

"Hands up" Carly instructed as she slid the t-shirt down Sam's head and over her exposed breasts

Once dressed in the t-shirt Carly opened up the blankets and motioned for Sam to enter and she did but not before giving Carly a small childish smile. Once Sam was in bed Carly tucked her in and made to leave but Sam reached out and grabbed Carly's wrist, causing Carly to stumble a bit and land in a sited position by Sam's stomach as Sam had adjusted her sleeping position and lay on her side facing the wall.

"You ok Sam?" Carly asked giving her a worried look

"You don't hate me right Carly?" Sam asked not meeting Carly's gaze

Carly looked down at her friend who didn't meet her eyes but continued to look at the wall ahead.

"No of course not Sam you're my best friend I don't know what I'd do without you" Carly said in a low voice while tucking a gold lock of Sam's hair behind her ear.

"Thanks Carls that means a lot to me" Sam said turning to meet Carly's eyes and giving her a small weak smile.

"Anytime Sam" She replied and returning Sam's smile "So you going to be alright or should I stay with you a while?" Carly asked

"I'll be fine" she replied her voice a bit cracked

"No you wont" Carly said as she went to the other side of the bed and joined Sam in bed

Sam went back to staring at the wall as she felt Carly slip into bed next to her and hugged her from behind and intertwined their legs under the blankets. Sam closed her eyes hoping it would stop the tears that were threatening to spill from her eyes but she couldn't stop them, as the tears spilled from her eyes Sam smiled. She now knew that even if her mother was an alcoholic that didn't care for her daughters she could always count on Carly to be there for her, and maybe Freddie as well.

"Hey Carls?"

"Yeah?"

"About the kiss earlier, sorry for pushing your buttons" Sam said nervously

"Its ok it was just the alcohol right?"

"Was it?" Sam replied and Carly was sure Sam had a smirk on her face right about now

"Saaamm" Carly dragged out her name in a bit of annoyance at Sam's teasing

"Yeah Carls I was joking you don't have to worry about me going all lesbo on you" Sam chuckled

After a few chuckles the pair fell into a comfortable silence and soon Sam's breathing had evened out and Carly deduced she had been taken by Morpheus. Carly once sure Sam was asleep slowly untangled herself from Sam and got out of bed, and headed down stairs. She found Spencer on the couch eating some type of concoction she couldn't identify with normal food.

"Well look whose finally up" Carly said as she descended down the stairs

"Yeah last night was out of control, what time did I get in" Spencer asked exhaustion clear in his voice

"I don't know I went to bed around eleven and you weren't back yet" she said with an accusation hidden in between the lines

"Sorry for leaving you alone like that Carly I just lost track of time" He said sounding apologetic

"Its ok just don't make a habit of it, so what did you get up to that was so wild" she asked

"Well Socko got a crate of red bull and we sort of went wild I don't even remember what happened" He lied

Truth be told He and Socko had drank a case of red bull and went out clubbing, they had hit the clubs hard and He remembered every last bit of it including the part where He left with Amy and Chloe. Amy and Chloe were roommates and had taken him back to their apartment and the three of them had given each other pleasure throughout the night. The only thing that Spencer really didn't remember was what happened to Socko when they hit that last club.

"Well you look a mess so I figure whatever you did you had fun" all she got was a grunt in reply which caused Carly to give a shot laugh

"I'm going to go check on Freddie" Carly said on Her way to the door

Benson apartment

18:38pm

Knock, knock

Freddie stirred from his vodka induced coma as He heard a knock at the door, He opened is eyes but everything was a blur. Freddie blinked a few times before his vision focused and He noted that He was still out on the balcony, He looked to his side to find his partner in crime had gone. Freddie stared at the chair beside him a while and then it all came back to him.

* Flash back *

After a few more glasses of vodka He and Sam were all over the place, it had started with a song Sam liked coming on and she immediately got up off the chair with a few stumbles but she got up and made her way to the Balcony edge where screamed down at the civilians below.

" I love this song! " Sam gave a deep laugh as she turned back to look at Freddie who also seemed to be enjoying the song and bobbing his head

Sam had started to dance along with the song but nothing too fancy just like how they usually dance during random dancing, as she was dancing she noticed Freddie had stopped bobbing his head and was now staring up at her with a creepy smile plastered of his face, which she guessed was brought on by the alcohol. She stopped dancing and turned to look at him and smirked as she saw his smile waver a bit and He blushed.

Freddie wasn't sure if Sam had caught his blush but it didn't matter even if she did, He would just blame it on the Russian brew.

'Ah the joys of being drunk' He thought as He turned away from Sam who was still watching him and took another sip off his glass.

"Well Freddork you going to keep checking me out as I dance or are you going to join me" Sam said humor written all over her voice.

If she hadn't caught his blush before Freddie was sure she had seen it now; and no it hadn't been a lie, He had been enjoying the view of her ass as she bounced about doing random dances.

"No I think I'll stay down here and enjoy the view" Freddie smiled as He saw Sam blush a bit at his comment

"The way I see it I can either make you or you can just make it easier on your self and get up here"

"Fine" Freddie said with a huff

Sam increased the volume as Freddie got up and continued with her "Random dancing". Freddie got up off his chair and watched Sam a while before starting to move in similar patterns as her, Freddie felt awkward for a bit as He tried to match Sam's enthusiasm but after a while He got into it and went craze with it.

Sam watched Freddie as He went ape shit and she loved it, seeing him this way it made her feel alive. Sam couldn't keep a steady thought as she rocked along side Freddie and so without the slightest thought she grabbed the radio and followed its power cord back into the house. Once in the house she laid it down on the living room floor and proceeded to go for the couch and start jumping on it, she was more than surprised as she saw Freddie slide into the room on his knees doing a guitar player impersonation.

Freddie couldn't explain what was happening to him but if He was to try, He would have to say all the years of being with-held and obedient had come crashing down and it was all flooding out in one fell swoop and He was loving every moment of it, Freddie got up off the floor and joined Sam in jumping on the couch. They continued to jumping up and down they song came to an end with a strong guitar string causing Sam to jump extra hard and accidentally shove Freddie off the couch mid jump causing him to fall to the floor and knock the radio to the far side of the room, causing it to switch off just in time for the new found silence to amplify the sound of Freddie's fall.

Sam watched wide eyed in mid air as Freddie fell to the floor with a large thud, once back on the floor Sam rushed down to Freddie who hadn't moved since his fall.

"Freddie" she said in a low voice and got no response

"Listen here freddork you better get up or I'm going to slap you if you don't get up" Sam threatened but still got nothing

Sam looked down at Freddie who looked to be out cold and gently brushed his left cheek before pulling back her arm, about to stay true to her word and slap Freddie awake. Just as she was about to fire off her hand Freddie's hands shot up from his body catching Sam's arms and before Sam knew it He was on top of her.

Freddie had a smirk on his face as He watched Sam's face wear off the shock of what had happened and look at her pinned arms then back at the boy who was straddling her.

"How does it feel to be the one pinned down for once Puckett" Freddie asked his face not so far from hers.

Sam stared up at Freddie in a bit of confusion

'I don't remember him being that fast before, or maybe He was and was just holding back on me all this time? No can't be must be because of…'

Sam's thoughts went blank as she felt a growing bulge by her stomach, it took a moment for Sam to understand what it was but as soon as she realized what it was she looked up at Freddie with a smirk of her own.

"Not as good as good as it feels to be on top of me apparently" she replied amusement clear in her voice

Sam watched as Freddie's face went from confused to all types of red which was followed by him leaping off her like she had the plague. Sam started with a contained laugh behind her hand to a full blown laugh, she had to say she had seen a new Freddie today but when it came down to it, Freddie was always Freddie. Sam continued to laugh as Freddie got over his embarrassment and went to retrieve the radio and take it back to the balcony. Sam got up she stumbled around a bit and tried to balance herself with the living room table but failed miserably as the table was quite light and gave into her weight causing Sam to loose her balance along with the table and land on the couch, while the table hit the floor on its side along with what was once on top of it getting scattered all on the floor.

Freddie put the radio on the balcony and just as He was about to retake his previous seat He heard a small crash from the living room and gave out a deep groan. Freddie headed back into the living room to find Sam on the couch staring down at the mess she made, and looked up at Freddie apologetically.

"Sam" Freddie said releasing another groan

"Sorry, kind of lost balance and took the table with me" she said sheepishly

"Great look at this mess" Freddie said sounding exhausted the whole rock session had left him feeling exhausted

"Its just a little mess you neat freak, besides the place could use a good mess"

"I'm not a neat freak" Freddie scoffed

"Yeah you are" Sam said rolling her eyes

"Am not" Freddie replied his drunken state making it easy to miss the thought off how childish He sounded

"Then prove it" Sam said with a smirk

Freddie walked over to Sam and watched her smirk fall as His smile turned to a smirk, when He was right in front of Sam Freddie reached down under the couch and flipped it sending Sam plummeting along with it.

"That's for the shove earlier" Freddie said walking around the couch and giving Sam a hand up

Knock, knock

*End flash back*

The knock at the door brought Freddie back to the present, Freddie stood up from his seated position and shouted that He was coming at whoever was at the door but went to the bathroom to brush his teeth and gargle some mouth wash before going to the door. Freddie gave a small smile as He saw his and Sam's destruction. Freddie assumed Sam had woken before him and left. It was so like her to leave the clean up to him.

"Hey Freddie" Carly greeted from the door with a smile, which fell as she took in Freddie's appearance

"Hey, what's up" Freddie answered automatically

Carly lost her thoughts for a moment as she looked at Freddie who looked like He had come out a mosh pit in an AC/DC concert, his hair was all over the place his face looking like it had gained a few years over night but what caught Carly's attention was the kiss on his left cheek.

Freddie seemed to notice Carly was staring at a particular part of his face and started to feel around his cheek and got a smudge of lipstick on his index finger and brought it to his face.

" Huh " Freddie said curiously

" Looks like you've been having fun over here " Carly said with a smile figuring it was more of Sam's messing around seeing as she had some lipstick on her lips earlier.

" Uhm…." Freddie replied thinking of an explanation

Carly chuckled as she mistook Freddie's fidgeting as him wondering to what was going on, first He wakes up to a trashed apartment and now a kiss on the cheek.

" Its ok Freddie no need to lose your head it was Sam, I caught her as she was making her escape. She once again wanted to mess with you and trashed your place while you were asleep but don't worry I'm here to help you clean up before your mum comes back "

Freddie had to force down a smile as he listened to Carly re-tell him Sam's lies, Sam was good at many bad things but He had to say lying had to be the best skill she had.

" What! Sam did all this?" Freddie said feigning ignorance

" In her defense she was a bit drunk" Carly said in an apologetic smile

Freddie stepped back from the door and motioned for Carly to enter, as Carly entered she failed to notice the childish smile on Freddie's face. Carly entered and once again was greeted by a messy apartment.

" I wonder where she put your living room table " Carly questioned as she wondered deeper into the apartment

Freddie looked at the now vacant spot of where the living room table had been and had to replay the day's events until He was finally able to remember what had happened.

* Flash back *

Sam and Freddie had looted all the sodas and anything else they could mix with the vodka and carried it out to the balcony and set it atop the small living room table which they had carried out first. So far they had tried vodka with milk which Sam had spit out over the balcony rail and down to the unknowing civilians below, Freddie had swallowed his but quickly made a beeline for the toilet and hurled it out the next minute. They had also tried it with grape and orange juice which wasn't that bad but they ended up sticking with the sodas and occasionally taking it straight out the bottle.

Sam felt her bladder strain and hopped off towards the toilet

" Hey where you going? " Freddie questioned He's drinking buddy

" To the loo. Fancy joining me Freddie" she said in her best British accent impersonation

Blushing a bit Freddie didn't bother to answer and turned back to the view of the city, to hear Sam roar with laughter as she disappeared into the house.

" Ah shit *giggling* I think I just wet my pants " Sam said as she stumbled into the bathroom.

Sam sat pissing into the toilet and noticed a make up kit and lipstick at the edge of the sink which Mrs. Benson had hurriedly used and left there before she went to work. Sam slid her panties back on again not bothering to wipe her urethral area and went over to the sink where she washed her hands. once done she picked up the lipstick and applied it with precision that any drunken person would be proud of and then moved on to apply some of the make up. Once she was done she looked at herself in the mirror and broke into a laughing fit, She more or less looked like a clown without the red nose. Sam washed the make up off her face not noticing the lipstick hadn't come off and was about to put the make up inside the mirror compartment when there was a knock at the door.

" Hey I got to take a piss, what are you doing in there? Please don't tell me your going number 2 " Freddie said from outside the door.

" Hold on Fredward " Sam said with a frown

Forgetting to put the makeup in the compartment Sam went to the door opened it and Freddie rushed in as she went out. Sam was feeling a bit hungry and headed for the kitchen once there she then noticed the make up and lipstick still in her hands and groaned inwardly as she sat it down on the counter and started to rummage through the fridge for food. Sam found a plate of spaghetti meatballs and helped herself.

When Sam was done eating she went back out to the balcony to find Freddie back in his seat and she joined him in hers. The radio was off and the two of them let the silence build as they seemed to be out of gas. The effects of sleep deprivation had got to Freddie as his eyes were half closed and He seemed to be just staring of into space.

" Hey Freddie " Sam called out

" Yeah "

" This wasn't half bad, we should do it again "

" Yeah " He said sounding distant

" Are you even listening to me" Sam asked as she turned to look at him with a frown

" Yes I am, no need to get mad princess " Freddie said in a low voice turning to meet Sam's eyes and giving her a small smile

Sam blushed and turned back to the view of the city.

' Dammit Puckett what's wrong with you, He calls you princess and you show weakness' Sam mentally kicked herself

" Hey you ok?" Freddie questioned noticing Sam had gone from a blush to a deep frown

" Yeah don't worry about it " Sam said solemnly

" Can't " He said in a voice so low Sam almost didn't hear it

" What? " she questioned

" I said I can't… not care " He said in a dazed tone

Sam didn't know what to say she hated him for doing this, making this moment more than it was. The pair continued to sit in silence each waiting for the other to say something to break the silence.

" Hey Sam "

" Yeah? "

" Were friends right? "

" *hesitation* yeah "

" Then that's what we do right? "

" What? "

" Worry about each other "

Sam didn't say anything after that she gave a slight nod and Freddie decided that was enough for him as He removed his eyes from Sam and closed his eyes and let sleep finally overcome him.

Sam watched as Freddie's breathing evened out confirming that Freddie was indeed asleep. Sam would never admit it to anyone even to herself but she liked Freddie, that's why she couldn't stand to be around him and she hated the fact that no matter what she did He still stuck around and didn't avoid her like most people did once they got to know Her.

Snap Snap

* End Flash Back *

Freddie was broken from his day dreaming by Carly who had been trying to get his attention for the past five minutes but He seemed to be off in his own world.

"Yeah what? " Freddie said in a bit of confusion before focusing on Carly

" I asked if you know where the living room table is maybe we can start with that "

" Ahh no actually no I haven't seen it, it most be around here somewhere " said as He looked to the balcony and it wasn't where He had last seen it.

Freddie noted the various liquids they had looted from the fridge were all over the floor and started to wonder what Sam had got up to while He was passed out. Freddie had started to pick up the empty cans of soda on the floor when Carly called to him from his room. When He entered He saw the table was on his bed and became concerned to what exactly Sam got up to when He was out.

" Where were you sleeping if this is on your bed " Carly asked curiously

" Out on the balcony " He said

" Your bed hasn't been made " she noted to him

" Didn't make when I got up this morning "

" You? Freddie Benson didn't make your bed? The world must be coming to an end " she joked moving to pick up the small table

Before Carly could get her hands on the table Freddie pulled it away taking it into his arms and made his way for the living room, once there Freddie set it down in its rightful place not noticing the smile on Carly's face as she followed behind checking him out. Once they got the table back into place they moved along the house putting everything into it place. Freddie was taking some cans to the garbage bin and noticed the vodka bottle at the top of the trash and poured the cans on top of it to cover it up. He figured that Sam had taken care of it before she left, as He backed away from the kitchen He turned to bump into Carly who had conveniently stood there for him to bump into.

" Oh.. sorry " Freddie said about to move but couldn't as He and Carly made eye contact

" That's ok " Carly breathed out in anticipation of what could happen next

Freddie wasn't sure if it was just him but He felt Carly's body language draw him in and slowly brought his face closer to hers expecting her to move back or give him a slap but it never came. Freddie was more surprised when Carly welcomed his kiss and moved closer to him, their lips met and Freddie had to admit that they felt softer than He remembered. Freddie felt a wave of aggression go through him as He put an arm around Carly and pull her closer to him making Carly give out a moan into his mouth.

Carly was loving every moment in Freddie's arms, everything was going just the way she wanted it and at this moment she didn't care if she loved him or not she could think about that later. Carly was about to suggest they go back into his room when she heard the apartment door swing open, revealing Freddie's mother who seemed to have a smile on her face but it instantly fell as she saw the scene in front of her.

Seattle medical center

18:47PM

The Seattle medical center had been more than busy today as a high school charity basketball tournament had gone bad as there was an outbreak of Meningitis, every available nurse and doctor had been called in to assist in treating the patients. Marissa Benson's day had been going well when she was home with her son and now lover, but all of that had gone up in flames as soon as she had been paged in for the emergency. When she had got there everything about the place screamed chaos, nurses were rushing about directing people to where they needed to be while trying to give doctors what they needed.

Five minutes into the mess Marissa was already starting to lose her mind as she manned the nurses station, As if the patients stupidity wasn't enough she had doctors screaming at her left and right trying to get an operating room or a beds for their patients, while they could see non were available but she did what she could.

Marissa was glad that things had quieted down now as they had gotten aid from the Seattle grace hospital. Marissa was humming a song, packing her things and getting ready to head home and forget about this place. Beside Marissa was her friend and fellow nurse Ellen who was packing up her things as well, Ellen had been a nurse longer than Marissa but the two had been friends since Marissa's first day at the hospital. Ellen was sort of like the alpha nurse not by rank but because she had most experience and the fact that she had a way of getting anything she wanted or making anyone who dared to get in her way of feel inferior to her. They didn't really match yet they had been friends for over a decade, Ellen was in her forties and so was Marissa but neither would tell the other their real age.

" You know you seem unusual today " Ellen said as she shoved the last of her belongings into her bag

" What do you mean " Marissa asked in a bit of confusion

" Your glowing, have you been having sex? " she asked excitement seeping through the last words that came out of her mouth

Marissa opened her mouth to talk but apparently no excuse came though in time.

" Oh my god I knew it, So are you going to give me the details or am I going to have to manipulate them out of you" Ellen said in a half joking tone

" You know for someone in her forties you certainly don't act your age " Marissa said trying to avoid her question

" I have a young spirit in me I guess, and don't try change the subject "

" What subject? There's nothing to tell I haven't been sleeping with anyone " Marissa said in an uneasy voice

" Hey if you don't want to tell me that's fine, I'm just glad you're finally getting some and your looking more chipper than usual " Ellen said as they both picked up their bags and made to exit the locker rooms

" I haven't been sleeping with anyone " Marissa protested

" Then how do you explain the humming and that smile you had in the locker room" Ellen replied

" I was just happy to get out of there and get home to my Freddie" she said her smile returning as she thought of him

" I swear you and that kid of yours have some messed up relationship, creeps me out sometimes "

" Didn't know it was a crime to love your son " Marissa said Her smile keeping its constant

" The way you do it should " Ellen joked

" Freddie is all I have you know " Marissa said taking a serious tone

" Yeah I know…..sorry, its just Freddie won't be around forever Mari He's all grown up and before you know it He'll be heading off to college and when that happens I just want you to have somebody who will be there for you and love you " Ellen said in a small but audible voice.

" I don't need anybody and Freddie gives me all the love I need " Marissa said in a cheery voice as a larger smile appeared on Her face

' Well that's very creepy ' Ellen thought

" Well I guess I'll see you tomorrow then sunshine " Ellen said as they parted ways at the exit

Ellen had known Marissa for a long time but she had never seen her friend act this weird, sure at times she was a clean freak but she had never given her the psychotic vibe up until then.

' maybe I'm just reading too much into it, Merissa always has been weird when it came to Freddie, always protective over him the only way it could get any weirder was if she was sleeping with him ' Ellen chuckled at that last thought as she watched her friend drive away from the hospital.

VW Beetle

19:20PM

Merissa was a few blocks from her apartment building and already had a build up of excitement as she thought of what Freddie and she would do tonight. She had bought some takeout on her way over, not wanting to waste anytime cooking so that she and Freddie could have enough time to play and still have Freddie in bed early enough to get a good nights sleep. She had noticed this morning that He looked a little sleep deprived but she was too misted up by lust to stop then.

Once in the apartment building she made Her way to her and Freddie's apartment as she got closer she heard a few muffled sounds coming from inside but didn't think much of it, that was until she entered the apartment. The smile she had on fell as she watched the scene in front of her, it was as if time slowed as she watched them acknowledge her presence and separated from one another's embrace and she didn't miss the moan Carly had given as they parted.

' He doesn't love you '

'He will leave you '

'You will die alone '

Merissa forced the voices of her insecurity back to the deepest parts of her mind and tried to organize her thoughts enough to say something but nothing came, she just stood stock still at the door with the takeaway she had brought with Her now at her feet.

Freddie watched as his mother stood by the door unmoving, Her eyes darting between Him and Carly and He could only guess what was going through her head. Freddie couldn't take the growing silence that seemed to scream for attention and decided to speak.

"Carly you should go" He said in a low voice

"…o...Ok so I'll see you tomorrow?" Carly asked not sure why as they had school together it was inevitable

"Sure" Freddie said giving her a small smile

Carly walked cautiously around Mrs. Benson until she was safely in the hallway and made a dash for her apartment, Mrs. Benson had given her a cold fierce look that scared the shit out off her. Freddie watched as his mother moved for the first time since she had walked into the apartment, she slowly closed the door and turned to look at him with a glare so cold Freddie was sure the room temperature had dropped a few degrees.

Merissa looked at her son with anger that had been building since she had walked in on him and Carly.

"Hey mom" Freddie said tensely

No answer

"If you're mad about what just happened, don't be Carly was just helping me clean up and then…" Freddie tried to explain but didn't know how to because even He didn't know what had happened.

"And then what?, you decided to clean Her throat with your tongue?, and what exactly were you cleaning up, this place is always spotless " Marissa said in a calm but hostile voice as she walked towards Freddie

"N...No I...We…" Freddie stopped babbling for a moment and took a breath to calm himself and assemble his thoughts

"We were cleaning up a mess I had made when I made snack earlier, and the kiss was just Carly thanking me for fixing Her laptop" Freddie lied

But unlike Sam Freddie was a dreadful liar and Marissa saw right through his lies, first she had caught him with Carly and now He was lying to Her. Marissa was in front of him in seconds and slapped him across the face with the back of Her hand. Marissa stood in front of Freddie wide eyed at what she had just done, she had not meant to hit him as she walked over but Her anger had overwhelmed Her and she lashed out at him.

"Freddie…" Marissa didn't know what to say as Freddie kept his face down cast

Marissa raised Freddie's down cast face to meet hers, and as soon as they made eye contact all the anger she had seemed to drift away. Freddie's cheek was red with Her fingers outlined on it, He looked at Her but she could tell He wasn't. His eyes were vacant as He looked up at Her with a hurt look on his face and Marissa hated herself for overreacting on him. Freddie slowly removed his mother's hands from his face and started to walk away from Her in the direction of his room. Marissa wanted to say something, anything to make him stop but she couldn't, not knowing what to say.

Marissa briefly heard Freddie's bedroom door shut after He vanished into it, she slowly moved back to the door where she had dropped the take away she had brought for them. She picked it up and laid it on the kitchen table then she proceeded to the living room where she slumped into the couch.

"I hit him" Marissa spoke to the vacant room

'Things weren't supposed to be this way' she thought to herself

Marissa felt a wave of shame hit Her as the picture of Freddie's hurt face flashed in Her mind, slowly she got up off the couch and headed for Freddie's room. She wasn't sure what to say or do as she got to his door , she could tell the lights in his room were off as the light stopped at his door. Marissa brought up Her hand to knock but paused half way and took a moment to organize Her thoughts on how to fix this and then knocked but got no answer.

She knocked again figuring she had been too gentle on the door and had not been heard but once again she got no answer, so Marissa decided to enter. She looked into the dark room and could barely make out the outline of Freddie's body as He sat on the left side of his bed staring ahead. Marissa cautiously walked over to him and stood in front of him as He didn't seem or acknowledge Her presence.

"Freddie" she spoke softly but didn't get an answer

"Freddie look at me " she said with what authority she could muster

No answer

Marissa went over to the bed and sat next to Freddie, she reached over to him but as Her hand made contact with his cheek He flinched but finally looked at Her. Marissa's hand hung in the air as she considered if she should try touching him again but decided against it. They stared at each other a while before Marissa decided to try talk to him once more.

"I'm sorry Freddie" she said in a low voice as she reached for his bruised cheek, and soothingly stroked it when He did not pull away from Her touch.

Freddie didn't respond so Marissa continued

"I just lost control back there, you know I would never intentionally hurt you right? "

Freddie gave a slight nod as He looked at the pained expression on his mother face, He wasn't angry at Her but himself. He shouldn't have been kissing Carly when He knew his mother would be home at any moment. Deep down He knew He had wanted Her to catch him, Marissa smiled a small smile though not visible in the darkness and put an arm around Freddie as she leaned on his shoulder, and Freddie brought his head in and leaned on Hers.

"Are you hungry?" Marissa asked Her son

"Yeah, starving actually" Freddie said in a low but humored voice

"Good I got takeout, I'll go heat it up for us" she said as she got up and headed to the door

"I'll be out in a minute" Freddie replied

Shay apartment

19:45 PM

Carly entered her apartment and as soon as she had shut the door behind her a smile crossed Her face, maybe things hadn't gone her way but she had made progress with Freddie and that would have to do for now. She felt a sorry for Freddie as she could only imagine what conversation He and his mother were having right about now. Carly broke out from her thoughts to find Spencer staring at Her from the couch with a look of indifference as Carly caught his gaze she stared back with a wide smile, a few moments went by before Spencer finally caved and smiled back and turned back to the TV.

"You look happy "Spencer commented form the couch

"Don't I always" Carly said as she joined him

"So I thought I heard Sam earlier is she around?"

"Yeah she's in my room" she replied

"What's she up to up there she hasn't made a sound since you left for Freddie's"

"She's asleep, she was a bit drunk when she got here" Carly said as casually as she could

"Hmmm…"

"What?" Carly questioned

"Its not like Sam to get drunk, is she ok?" Spencer asked

"Yeah she's fine, at least that what she says"

Carly and Spencer let the conversation die there both taken away into their own private thoughts about Sam, Carly thinking if Her long time friend was really ok and Spencer wondered if Sam can be considered a bad influence on Carly. Knowing Spencer wasn't much of a cook Carly decided to start dinner not wanting to probe any deeper into Her thoughts.

After they had eaten Carly headed to the bathroom and took a shower before getting ready for bed, she wasn't surprised to find Her best friend sprawled throughout most of the bed. Carly got into some comfortable clothes to sleep which were a white tank top with matching white panties not wanting things to get bunched up while she slept, so she dressed light. Carly carefully got into bed while pushing Sam's offending limbs back to Her side of the bed, once comfortably in Her bed Carly turned Her back to Sam and tried to get some sleep.

Even though Her eyes were closed Carly's thoughts were back in the Benson apartment reliving the moment she had with Freddie, as Carly continued to think about this she could feel herself getting excited and tried to force all thoughts of Freddie to the back of Her head. No matter how hard she tried Carly kept envisioning what could have happened had Mrs. Benson not shown up when she did, Carly twisted and turned as Her arousal increased. In an exasperated huff Carly flipped Her self and laid on Her stomach and buried Her face into the pillow and gave a silent scream but even as she did this she couldn't help herself, Her right hand crossed Her stomach and entered Her panties.

Carly parted Her legs a crack as she slid a finger into herself with a muffled moan into the pillow, Carly felt Sam shift slightly but she didn't care for it, if anything she was more turned on by the thought of Sam catching Her. Carly continued to pleasure herself until reaching Her climax and slightly arched Her ass upwards for a few seconds before regaining control of Her self and remained flat on Her stomach Her breathing still labored.

" Everything ok Carls? " Sam asked in a low uneasy voice

" Everything's alright " Carly breathed out happily Her mind a blur as she closed Her eyes sleep finally coming with ease,….. as Carly slept a pair of eyes from the other side of the bed remained wide open.

Benson apartment

Freddie exited the shower feeling tired but refreshed since He hadn't taken a shower since the day before, He and his mother had eaten the takeout and settled in watching TV but after a few minutes Marissa had left to take a shower and when she was done He had felt for the bathroom as He needed one as well. He looked at himself in the mirror and He looked his old self no messy hair or bags under his eyes, He slipped into a fresh pair of boxers and exited the bathroom. Freddie entered his room and grabbed a t-shirt from his dresser; He had planned to head straight to bed but noticed a sticky note on his pillow

"Come to me"

Freddie stared long and hard at the three words printed on the note, before ripping it off his pillow and tossing it at the wall with as much force as He could but the small crumpled up paper lazily bounced off the wall and fell to the floor. Freddie had no delusions at what would came next as He exited his room and headed for his mothers bedroom, He came to a stop at the door which was slightly open but not enough to get a clear picture of Her room.

Her bedroom was slightly bigger than his but not by much, she had a queen size bed and above it hang a painting she had painted back in Her college days, she had lamps on either side of the bed that rested on the night stands, there was a small carpet at the center of the room which gave it a cozy look, there was also a dresser with a mirror on top of it straight ahead as you entered the room with various hair and skin products on it. She had few pictures off Freddie as a child and one of Her with Freddie when they had visited his uncle Jim in Alaska hanging from the wall. There was an entertainment center as you continue down the room; Freddie had set it up for her a few years ago.

Freddie entered the room and looked to the bed to find his mother watching him curiously as He examined the room. He looked at his mother who was looking at him with desire filled eyes from the bed, and noted that she looked as if she was naked under the blankets. Freddie knew why she had called him here and didn't waste time playing dumb, switching off the main light He made his way over to Her, once at Her side He pulled away the blankets to reveal Her naked body. Her breasts were sagging a bit but for a woman Her age they were perfect, Freddie looked on with a look of indifference. A few days ago He would have been grossed out at his mothers state of undress but now it didn't matter, He wasn't there and his body moving on auto pilot. Slowly Freddie raised his hand and switched off the lamp at the side and crawled into Her bed.

T.B.C

A.N: Reviews are always welcome, and for any mistakes let me know and I'll fix it right up.

3ohE