Chapter 4

In Too Deep

Shay apartment

02:01 AM

Sam sat up from her side of the bed wide awake while Carly slept on the other side of the bed, Sam had been awake for a while now. After waking up to Carly fingering herself Sam had groggily thought nothing of it and went back to sleep but once she woke up a few hours later the thought came back fresh in Her mind and she had found it hard to go back to sleep. Sam looked around the darkened room until her eyes came to rest on the form of a sleeping Carly. Sam felt as if her thoughts were on pause as she looked on at her best friend, she hadn't been able to think since she had woken from her slumber. Sam turned away from Carly and got off the bed, she roughly shook her head as she made for the door hoping it would kick start her brain.

Once outside Carly's room Sam went down stairs, as she descended down the stairs she noted that only the TV was on in the darkened room. Sam got to the bottom of the stairs and went over to the kitchen; she switched on the kitchen light and went over to the sink and poured herself a glass of water. Sam turned around glass in hand to find Spencer standing by the couch staring at her, his body outlined by the light from the TV but she couldn't tell what look He wore as the light from the kitchen didn't reach that far into the living room. Sam could feel his eyes as they explored her body seeing as she was wearing nothing but a baggy t-shirt and panties, she walked over to the switch and turned off the lights in time to hide a blush forming on her face.

Spencer watched Sam with a new found interest as she walked over to the wall and switched off the lights bathing them both in semi darkness and obscuring his view of her slim legs. Neither of them spoke but continued to stare at each others dark forms contemplating what to do, finally deciding to break the silence Spencer spoke.

"You're up early"

"Slept early" Sam replied nonchalantly

"Carly said you were a bit drunk" He said matching her tone of indifference

"Just a bit" Sam agreed with a small smile

"Is everything alright?" Spencer asked not able to see the small smile Sam had fall

"Why does it matter" Sam replied in a annoyed voice

"Because if your not alright Carly's not alright"

"So you're worried about Carly?"

"I worry for both of you" Spencer replied feeling He was being put in an unfamiliar parent like position

"But the only reason you care for me is because of Carly?" Sam jabbed at him

"You know that's not true" Spencer replied not entirely sure it wasn't. If Carly cared He cared

"Yeah, Sorry" Sam replied tired of avoiding the question asked in the first place

"So…you ok?" He asked again with an unseen smile but was carried by his tone

"Yeah I'm alright but I am getting sick of you people asking if I am alright" She said catching the smile in his tone and getting one herself

"Well it's good to know people care right" He said walking over to her and pulling her into a hug

"Ye...ah" Sam said hesitantly as she wasn't prepared for the hug she was receiving

"Nice t-shirt" Spencer said with a hit of humor

"Thanks..." Sam's voice trailed off

Sam's arms were crossed over Her breasts; the glass of water still in one hand as she slowly pushed away from Spencer, she hoped He didn't think it rude but she didn't want things getting weird between them seeing as she was in a state of undress. Taking a few steps back from Spencer she downed Her glass of water before taking it back to the sink, by the time she turned back around to face Spencer the room was empty, the TV now off and she heard his bedroom door close. She walked over to the couch and laid down thinking it a perfect moment to initiate the thinking process.

'I know I occasionally jerk myself off to keep my hormones in check but that was fucked up. I can't believe Carly was fingering herself next to me and I could have sworn I heard her mention Freddie's name occasionally between moans, was she thinking of him? No... That's just….' Sam shook her head trying to shake the thoughts of thinking about Freddie in a sexual way away.

Sam brought her thoughts back under control but now focused on Fredward Benson; unconsciously Sam got up off the couch and went over to the fridge. She looked through all the various foods and refreshments. It seemed Spencer had recently stocked the fridge. Closing the fridge she opened the freezer and a smile crossed Her face as she saw there was no ice cream and she had gotten Her excuse, lame or not it didn't matter she had one. Sam walked out of the kitchen and up to Carly's room; Sam entered Carly's room quietly and started searching for her jeans. She found her jeans lying on her side of the bed but at the bottom of the bed, Sam grabbed her jeans and started searching the pockets and a few moments later found her prize. Once Sam had her phone she went back down stairs and settled into the couch once again, her smile grew as she searched her phone for Freddie's contact.

Benson Apartment

02:45 AM

Freddie's eyes snapped open as He heard a distant soft rhythmic tone coming from somewhere in the apartment, the walls in between rooms weren't so thick and made it easy for sound penetrate the walls. Freddie untangled his mother's hands from his body and groggily made for the door, once out in the hallway He followed the sound back into his room and found it coming from under his pillow. Lifting the pillow Freddie raised an eyebrow as He looked down at what looked to be his phone wrapped in a purple bra, untangling the phone from the bra Freddie brought the phone to his ear without looking at the caller I'd his eyes still on the laced material in his hand.

"Hello?" Freddie answered tiredly feeling the effects of being up this early

No answer

Sam had been calling him for a while now but He hadn't answered, this was to be the last time she would try him but He answered. She was sure if Her smile could have grew larger it would have as Freddie answered the phone, she guessed He hadn't looked at the caller ID as He didn't jump straight to asking what she wanted as He always does, so she didn't answer his greeting.

"Hel…Sam?" Freddie said as He quickly checked the caller I'd

"Yup"

"What do you want" Freddie asked tiredly

"Ice cream" She said in an almost child like voice

"You called me up at two in the morning for ice cream?" Freddie asked in an annoyed manner but a smile forming on his face.

"And my bra" Sam sniggered to herself as she heard him release a breath; she loved knowing she had an effect on him.

"Where are you?" Freddie asked as He returned his gaze to the bra

"Carly's apartment"

"Don't they have ice cream and bras?" He asked not sure seeing Sam would be a good idea

"No on the ice cream and I'm pretty sure you've noticed the difference between me and Carly's cup size" Sam teased

"Why'd you even leave it here" Freddie replied as a deep blush settled on his face

"Who knows I was drunk"

"Sure you were" He said rolling is eyes at the irony of her excuse

"So I can get the ice cream?"

"Sure whatever you want princess" Freddie said in an exasperated tone.

Freddie cut the call off before Sam got the last word with a smile, this was the game they played always trying to rile the other up and always having the last word, Sam won most of the time but He could pull off a miracle once in a while. Freddie tossed the phone back on to the bed and made for the apartment door where Sam would be in a few seconds, Freddie opened the apartment door and turned back into the apartment leaving the front door wide open for Sam. He went into the kitchen and pulled out a tub of chocolate chip ice cream not bothering to switch on the lights and risk his mother waking up, He heard the front door shut as He peeled the tub lid open announcing Sam's arrival. Freddie inserted a spoon into the ice cream and went out of the kitchen and into the living room; He could faintly see Sam's body outlined by light coming through the curtains from the city. She looked as if wearing only a t-shirt but Freddie dismissed it as the lack of lighting in the room, she had stretched out on the couch as Freddie walked over to Her, careful not to make much noise with his steps not needing of another situation like the one He had with his mother hours ago.

In the dark room Sam didn't see Freddie's eyes grow wide as He got close enough to see what she was wearing, which was pretty much nothing in his eyes. Freddie stood looking down at Sam and slowly lowered the ice cream while trying to avert his gaze from her legs. Sam snatched the tub from Freddie's hands and laid it on to her chest, its freezing temperature spreading through her body causing her to shudder slightly but not as much it should have as she tried to force the shudder down.

"So..." Freddie began while sitting at the edge of the couch seeing how Sam had invaded most of the general sitting area of the couch

"Yeah?"

"Real nice of you to leave me to clean up the mess" Freddie said uneasily

"Hey, I threw away the evidence didn't I" Sam said with a mouth full

"* sigh* you should go, me and my mom are on thin ice right now" Freddie said in a low voice

"Why? You didn't clean up the mess in time? "

"Yeah, you could say that" said thinking back to yesterdays events

"Did you see Carly after I left?"

"Yeah, for a few minutes I guess" He lied not wanting to get into the Carly situation just yet

"Notice anything different about her" Sam asked as she dug into the tub not meeting his eyes

'Yes '

"No, why?"

'Because she had her fingers 6 feet deep into her cunt about you' Sam thought bitterly

"No reason" Sam said looking up at Freddie

As they looked into what they thought were each others eyes, they both knew the other knew something but could not probe for information without revealing what they knew in the process. The silence began to build as the two fell into an uncomfortable silence, Freddie looked onto Sam who seemed unaware or just didn't care for the awkward feeling that surrounding them.

"Sam" Freddie called out in a low voice

"Yeah, yeah I'm going but I'm taking the tub with me" Sam said with a frown which Freddie didn't see in the darkness

Freddie followed Sam to the door keeping his eyes trained to the back of her head not wanting his eyes to drift down to her rear; He couldn't afford to have those types of thoughts with all that is going on right now. Sam stopped suddenly a few feet from the door turning to face Freddie, who stood in front of her close enough to feel his breath tickle her nose. Sam suspected that something had happened between Carly and Freddie while she was asleep; though unlikely she always had a sixth sense about things and was right most of the time, she could tell Freddie had lied to her even if she couldn't get a good look at his face. Sam's thoughts raced as she looked up at a slightly uncomfortable Freddie, while she looked as if she wanted to say something but stopped and gave a sigh. Sam broke out of her thoughts when she felt a soft touch on her shoulders. Freddie didn't know what was up with Sam as she seemed to be deep in thought, not really sure what to do He had put his hand on her shoulder hoping to get her back to reality. Finally clearing her mind of her thoughts Sam took her eyes off Freddie's form feeling a blush coming on; Sam spun around once again and continued to the door and Freddie followed.

"Hey Sam" Freddie called out in a low voice as Sam exited his apartment and was about to enter Carly's

"Yeah?" she said looking back at him, this time able to see his face from the hallway lighting

"*hesitation* Ah good night" Freddie mentally smacked himself at how stupid He sounded; He felt He should say something to her but wasn't sure what.

"It's not night anymore" she pointed out forcing down a smile

"Well good morning then"

Sam dropped Her neutral look and switched to a deep frown, she strode over to Freddie who went from a nervous smile ,to worried and then closed his eyes waiting for the inevitable physical punishment she planned to give out, as to why she'd hit him? He didn't know but that was just the way Sam was, always unpredictable. Freddie felt Sam enter his air space, cringing with every moment waiting for the inevitable pain to come but non came. Freddie felt a pair of soft lips make contact with his cheek, still not registering what was happening Freddie kept his eyes closed. Sam pulled away from Freddie and moved back to Her previous position, watching as Freddie finally make sense of it all and slowly started to open his eyes as a deep scowl made its way to Her face. Freddie opened his eyes to a frowning Sam, taken aback by her facial expression Freddie wasn't sure what was going on anymore. Just as He was about to speak Sam moved, taking a few short steps backward she came into contact with the shay apartment door without turning around she opened it and slipped inside Her eyes never leaving his.

"Good morning" She stated as she disappeared behind the door completely

'What the hell was that' Freddie wondered as He turned back to his apartment and shutting the door behind him

Freddie stood stumped in his apartment, his relationship with Sam was reaching a new level of weird, and usually when they were alone she didn't always act aggressive or obnoxious but was cool and not too difficult to be around. The days that followed after they had shared their first were some of the most awkward Freddie had to bear with, all the subtle glances and slight touches they had, but after about a month or so Sam had seemed to find her rhythm and forced their relationship back to a love hate.

' whatever's wrong with Sam I can't think about it she'll be fine, she can take care of herself besides I have enough on my plate as is and being around Her won't do me any good with my current situation…'

"Freddie?" Marissa called out from the hallway leading to their rooms

"Yeah it's me mom" Freddie replied breaking from his thoughts

"Come back to bed" she cooed not really interested in why He was doing up so early

Doing as He was told Freddie walked back into his mother's room and joined her in the bed.

Sam

03:13AM

Upon entering the shay apartment Sam gave out a sigh as the deep frown fell from her face 'I'm getting soft' she thought as she walked over to the couch, she couldn't blame Freddie for it and she knew it. She had frowned at him because even though she tried to fight the urge to kiss him she had failed miserably. 'I need to stop feeling this way' Sam thought before heading up the stairs back to her best friend's room.

'I have to put some distance between me and that nub' she thought bitterly as she entered the room

Looking down at her sleeping friend Sam joined her once more in bed; she lay on her back looking up at the ceiling. Closing her eyes she hoped sleep would come easy but it didn't, thoughts kept swirling in her head. Realizing sleep would not be coming anytime soon Sam got off the bed deciding she would go home. Sam picked her pants off the floor and slipped them on, a smile crossing her face as she imagined Freddie's face when He saw she wasn't wearing much but the dark had prevented her form getting a good look at his face. Buttoning up Her jeans Sam grabbed a sticky note and pen as she quickly scribbled down a message before sticking it onto Carly's dresser. Sam looked around seeing she hadn't brought much of anything to Carly's apartment she headed down stairs and went out the front door. Taking the lift down to the lobby Sam's thoughts returned back home where she was heading, she hopped that it wasn't another long night of partying but she knew even if it wasn't she would always find something wrong. The elevator came to a stop with a ding, pushing her thoughts aside Sam moved quickly through the lobby smirking as she spotted Lewbert passed out at his desk. Pulling the building door open she was slapped by a wave of early morning air. She hadn't thought to take a sweater with her but it was too late to get one now. Hugging her body tightly she headed to the bus stop.

Shay apartment

06:30 AM

Carly's eyes fluttered open as Her alarm clock screamed for attention, with an infuriated huff Carly rolled over to the side where Sam was supposed to be grabbing the alarm clock she threw it across the room silencing it as it came into contact with the wall. Sitting up from her position Carly blew away a couple of stray hairs that were obstructing her view. Finally taking note of the missing body in the bed, Carly swung her legs off the bed and on to the floor.

'Probably down stairs helping herself to some ham'

Getting to Her feet Carly went down stairs and once again finding it devoid of life, deciding the bathroom can wait Carly went to Spencer's room. Finding Spencer rapped comfortably in his pile of blankets Carly felt a bit sad having to wake him, but she needed a ride to school as she didn't want to be late.

"Spencer get up" Carly said hopping onto his bed and jumping up and down on it

"Wha…what? What's going on?" Spencer asked getting alert though not fully conscious yet

"Relax its me, get up you need to take me to school" Carly said hopping off the bed

"Its…its still 6am Carls school starts at 7:45 just wake me up when your ready to go" Spencer answered looking at the time on his phone

"No were late every time we do that so get up" Carly said giving him a slight shove before leaving the room

She could hear Spencer's groan as she walked away from his room, she walked into the living expecting to see Sam in the kitchen but founding it empty.

"Hey Spencer?!" Carly called out

"Yeah!"

"Have you seen Sam?!"

"Not since around 2am last night!...I mean morning, but I think I heard Her on the phone with Freddie before I completely fell asleep!"

'On the phone with Freddie?...Sam must have woken up early and decided to head home but why was she on the phone with him that early?' Carly let Her thoughts wonder as she headed towards the bathroom to get ready for school.

Benson Apartment

06:18 AM

Freddie's eyes snapped open as He woke from his slumber, feeling his heartbeat racing Freddie's eyes darted around the unfamiliar room as a wave of panic washed over him. Slowly Freddie started to remember where He was, looking to his right to see his mothers sleeping form. His heart rate had started to calm as He took deep breaths, Freddie wasn't sure what He had been dreaming off but was certainly glad to be awake now. Extracting himself from one of his mothers legs Freddie got off the bed, picking up his pants off the floor which He had worn during Sam's visit some hours ago. He proceeded to leave the room, as He was turning the door knob Marissa gave out a moan causing Freddie so freeze mid step. Looking back to the bed He found she was still asleep, giving out a sigh in relief Freddie exited his mother's bedroom with as much stealth as He could. Once outside Her door Freddie walked to his room while trying to get his phone from his pants, fiddling with the back pocket He pulled out Sam's bra. He had forgotten to give it to Her, holding the purple lace bra in front of his face Freddie couldn't help it as He brought it too his face and taking a deep sniff. Penetrating his nostrils Sam's scent sent shudders up and down Freddie's spine and his mind to world of lust intoxicating like a drug. Catching himself before He got lost in erotic thoughts of Sam Freddie snapped out of his trance, digging his fingers into his head Freddie roughly ruffled his hair as if trying to erase the thoughts forming in his head. Taking the bra in a fist He walked over to his dresser and roughly shoved it in with his boxers, deciding He needed to get ready for school Freddie headed for the bathroom forcing all thoughts out of his head.

After a grueling hot shower trying to get his mothers scent off him, Freddie was in his boxers as he grabbed a t-shirt out his drawer and held it up in front of him. It was black, a little faded, slightly bigger than his average size and had a picture of a man on a boat fishing and below it the words "Gone fishing", it belonged to his father and it always felt good to be in it.

"Is that what you're going to be wearing today?" Marissa asked as she stepped into his room

Feeling the air rush out of his lungs Freddie spun around to see his mother step into the room. She looked disheveled but strangely attractive in the morning light. Looking up at his mother Freddie wished He could hate her but no such feeling came, He did feel a bit awkward not knowing how to act around Her anymore. 'how do you act around your mother turned lover' He thought.

"Yeah, I guess" He said turning back around and slipping it on

Walking towards Freddie Marissa was wearing a large stripped shirt, wrapping Her arms around him she felt him stiffen a bit but relaxed soon after. She could tell He was still a bit uncomfortable and she needed to change that for them to work, bringing Herself down she kissed him gently on the neck.

"You know you don't have to go to school" she said lustfully into his ear

"I don't?" He said anxiously

"I can call the school and tell them you have a bug or something and I don't have to get to work for some hours" she said giving his ear a lick

With a shudder Freddie carefully untangled his mother's arms from his body and turned to face Her, putting on his best natural look as He faced Her. The thought of skipping school was a pleasant one but the thought of having sex with his mother wasn't.

"That's tempting but we have a history test today and I can't miss it" He lied

"Oh ok, maybe we can…." Letting the conversation drop as she walked towards him

"No, no" Freddie said Taking a step back in a slightly panicked voice "I mean we can't I have to get ready for school"

"I guess I'll have to settle for making you breakfast" she said with a small sad smile

Ridgeway High School

07:56PM

Checking the time Freddie's suspicions were confirmed, He was indeed late. He had declined his mothers offer to take him to school claiming He would catch a ride with Carly and Spencer, even though that was an option He wasn't ready to deal with Carly just yet. So He had walked, He could have caught a cab or bus but He didn't mind the walk it gave him time to think. Walking into the school Freddie wasn't surprised to find the place completely deserted, with a sigh he bounded up the stairs heading towards his first class. Knocking twice before He entered the class Freddie felt a shiver run up his spine as all eyes diverted from the teachers direction and towards him.

"Nice of you to join us Mr. Benson" ms Briggs greeted

Suppressing an eye roll Freddie muttered a quick apology before finding his seat, making sure to avoid any eye contact with either Sam or Carly. During the walk He wasn't able to come up with a plan on how to deal with what happened between him and Carly or Sam so He settled for making it up as it comes. He briefly looked over his shoulder to see Carly staring back at him and Sam looked to be asleep but He could tell she wasn't. Looking to his left Freddie noticed a new arrival in the class, a guy; looked around the same age as Freddie, a bit scrawny looking and bleach blonde hair with dark brown eyes and very pale skin. Freddie guessed He had missed introductions and would have to ask somebody about him later. The new arrival turned and locked eyes with Freddie; Freddie held his gaze for a moment before turning his gaze back to his eccentric teacher.

'Creep' Freddie deduced as He rested his chin on his palm

The rest of the class was pretty uneventful as ms Briggs went by Her usual routine of pretending to be a teacher, though at some point a note had magically appeared on Freddie's desk asking him out to groovy smoothie on Friday and Freddie didn't have to guess who it was from as He shoved the note into his pocket. A ring was heard throughout the school signaling the end of the first period, students started packing up their books making to leave while ms Briggs tried to give out instructions for the next lesson they had together. Freddie had gathered his books and quickly made his escape from the class, Since He and Carly shared the same classes on most days He would have to hide out a bit until she got settled into the next class before He made his appearance. As He walked out into the hall He caught a glimpse of Sam's golden locks in the sea of people but she disappeared before He could get a good look at Her.

Freddie was looking at his reflection in the boys lavatory as He waited for everyone to settle, He looked better than He had a yesterday but He could see changes in his appearance, his ever present frown being what bothered him most, He tried to fake his usual neutral face but it always came out wrong and if He faked a smile it would always give way to his frown in a few minutes. Freddie was brought out of his internal musings as He noticed He was no longer alone, the new kid was standing by the door looking at him. Turning around to face him Freddie maintained a smile He was hoping would stick.

"Hi, I'm Freddie your new here right?" Freddie greeted

"Yes" the new kid responded his face holding no facial expression whatsoever.

"You have a name?" Freddie asked dropping his smile with a sigh

"Tim" He said turning away from Freddie and entering one of the stalls leaving behind a bemused looking Freddie

Freddie looked at the stall the boy had just disappeared into and sighed turning back to the mirror, it seemed that He had been right with his presumption earlier; the kid was indeed a creep or just had really bad social skills. Freddie sighed again as He heard the busy hallway quite down, picking his bag off the floor He exited the lavatory and made his way to his next class.

Cafeteria

'So far so good doesn't seem either Sam or Carly are actively seeking me out, and why would they? I mean nothing much happened with Sam just a bunch of miscommunication and Carly….. maybe I'm just overreacting'

"Hey guys" Freddie greeted his fellow nerds as He sat down at their usual table

He got a "hey" back and a few sneezes from Jeremy as He sat down. It was usually him, Shane Jeremy and Gibby and that was on days He wasn't hanging out with Carly and Sam. It was only Shane and Jeremy this time around though as Gibby hadn't arrived as of yet.

"So what's going on" Freddie asked seeing they seemed to be in a fit of discussion

"Jocelyn's giving out invitations for her party" Shane told him a small smile playing his lips

"And why do we care" He asked never liking the girl

"Her parties are known for being wild, trust me I was there last year and it was out of control"

"I don't care I'm not going, she's an ass" Freddie said nonchalantly

"oh c'mon Freddie you can't still be pissed about that little spat you, Carly and Sam had with Her a while back" Shane said with a chuckle

"I'm over it, but it doesn't matter because she's probably not over it and won't invite me" Freddie said taking a bite of his sandwich

"Well time to find out, here she comes" Shane said giving a curt nod in Jocelyn's direction as she made Her rounds giving out the invitations

Taking another bite at his sandwich Freddie couldn't care less for Her, looking around He watched as everyone waited expectantly. Casting a glance across the room He caught Carly's gaze on him. 'was she watching me the whole time I was here?' He thought looking back at Her, Carly was seated with Sam and three other girls whose names He never could remember. Carly started to wave something at him as his eyes focused He saw it was one of the invitations Jocelyn is passing around, giving Her a questioning look Carly shrugged and He guessed Jocelyn had gotten over their little spat.

"Hey Shane" Jocelyn greeted sweetly laying a hand on Shane's shoulder ignoring the other occupants of the table

"H…ey Jocelyn" Shane replied uncomfortably

"Can I count on you to make another appearance at my party" she said laying an invitation in front of him

"Sure"

"Great" she said with a beaming smile, which fell as she turned to the rest of the tables occupants and zeroing in on Freddie

Tossing an invite to Freddie with a sneer she turned to leave but an expectant cough halted Her from leaving, turning back around she looked at to its source. Jeremy who was seated next to Freddie put on his best lady killer smile; Jocelyn's face went from surprise to amusement as she looked on to the nerd. Turning back to Her previous path Jocelyn roared with laughter as she walked away.

"Hey at least you got Her to laugh" Shane noted as He studied his invitation

Giving out a disappointed sigh Jeremy's face sunk low. Freddie looked down at his invitation and the information of its location, seemed she was hosting the party at Her house and it was about 2 weeks away but that didn't matter He wasn't planning on going, not that his mother would let him anyway. Giving out a sigh of his own Freddie draped his arm on Jeremy's shoulders.

"Hey don't get sound so disappointed" Freddie said trying to comfort his friend

"Says the guy who got an invitation"

"No, says the guy who got invited but isn't going" Freddie corrected

"What?" Shane questioned looking at his friend with a shocked expression

"Yeah I doubt my mum will let me go" Freddie sais taking another bite at his food

"Can I have your invite" Jeremy asked excitedly

"I'm not sure it works that way but sure knock yourself out" Freddie said tossing the invite over to him

"C'mon Freddie you have to come everybody's gonna be there"

"I'll live" He said turning his gaze over to Carly and Sam's table

"Whatever" Shane responded giving up on his friend who seemed to have already lost interest in their conversation

Looking over to Carly and Sam's table Freddie saw Sam glance over to him but as soon as He blinked she had returned to whatever conversation the females were having, Finishing his food Freddie looked down at his watch finding 15 minutes left on their lunch break before the bell rang signaling the end of their break and the beginning of the next lessons. Getting up off the stool Freddie gave a quick goodbye to his friends before exiting the cafeteria, walking through the semi busy hallway and zigzagging his way past a group of girls that seemed to be in a heated gossip session about the new kid. Making it to He's locker without much difficulty Freddie unlocked it and started switching books for the next period. Once done Freddie slammed it shut and turned to leave when He slammed into Carly was trying to sneak up on him.

"Oh sorry Carly I didn't see you there" Freddie said trying to play it cool, yet his brain coming up with ways of escaping his current situation

"Its ok I wasn't watching where I was standing anyway" Carly said with a dry laugh "So if I didn't know better I'd think you were avoiding me" She said Taking a step closer to Freddie

"Why would you think that" Freddie asked playing coy

"Well as soon as the first period was over you rushed out off the class not waiting for me like you usually do, and thinking back to last nights events I'd think you would be happy and not wearing that gloomy face you had on when you walked into class, which leads me to think something's wrong; so what is it?" Carly questioned

"No nothings wrong just a rough morning is all" He said with a shrug

"Gone fishing huh?" Carly said after a few moments of silence passed between them

"What?"

"You're t-shirt"

"Oh yeah…it was my dads" He said with a genuine smile

"Oh….it nice" she said giving it a slight tug and returning his smile

"Thanks its one of the few things I have of my dad…but enough of that what's up?"

"Nothing I was hoping we could talk about last night though" stepping closer to him enough to feel his breath tickle Her nose

"Yeah maybe we could do it after school; I can come over to your place?"

"yeah sure it's a date" she said playfully as she turned away from him and walked away

Releasing a breath He didn't realize He had been holding Freddie shut his eyes for a moment. Freddie sighed and leaned back onto his locker as He felt a head ache creeping its way to the surface. Freddie's eyes Snapped open as the locker next to his slammed shut with a bang, looking to his left Sam's face came into his sights. She had a small smile planted on Her face from his reaction, she didn't speak but continued to stare at him, and Freddie guessed she did it on purpose to make him uncomfortable.

Sam had come around the corner to see Freddie and Carly talking by their lockers, from Sam's view Freddie seemed a little uncomfortable but Carly's body language told Sam that she was interested in Freddie but she still wasn't certain. Carly left a few moments later and Sam approached him, He seemed to be taking a breather meaning whatever He and Carly were talking about was affecting him. He didn't acknowledge Her presence as she opened up Her locker and got Her books, not liking to be ignored Sam slammed Her locker shut breaking him away from his daydreaming. She stared at him wanting him to squirm under Her gaze as He always did when they weren't on the same page.

"Hey what's up" Freddie said uneasily

"The sky" Sam said doing Her best not to smile and taking a step away from him but keeping Her gaze on him

"Uhm what's good?" He said uncertainly never being one to use lingo

"McDonald's apple pie" she said turning away from him and walked up the stairs

'great' Freddie thought with a sigh.

Benson apartment

Marissa was down on Her hands and knees ferociously scrubbing down on the bathroom floor in an attempt to keep Her emotional turmoil from spilling out, she had kept Her composure in check pretty well when Freddie was around but once He had left it hadn't been the easiest thing to do. Her lust and happiness had blinded Her to what was truly happening around Her and most importantly what was happening to Freddie. His reaction when she had suggested another sexual encounter had lifted a curtain over Her eyes and as for what she saw; she didn't like, Freddie was frightened of Her and the look in his eyes spoke volumes as to what she was inflicting on him, even though He was trying to keep it together He was slowly falling apart even if He didn't know it yet. Something had to change. Shaking Her head free of Her thoughts Marissa got up off the floor deciding the floor was now spotless, she would have to take a shower and get to work pretty soon.

Ridgeway High School

15:30PM

Freddie grabbed his bag off the floor and holstered it, the bell had rang signaling the end of school, sparing a glance in Carly's direction He saw Her approach him. There was no way around it He had to talk to Carly sooner or later so avoiding Her was now out of the question. Carly walked over to him and they casually made their way out of the classroom with the rest of the students, Freddie searched the crowd of students filling the hallway for Sam but didn't see any golden lock of hair belonging to Her. Carly and Freddie made their way to the school parking lot where Spencer would be waiting to pick them up, maybe just Carly but Freddie always got a ride home as well. As they walked side by side Freddie noticed that their shoulders were brushing against each other which was not the usual comfortable distance they put in between each other, Freddie had to laugh at the turn his life was taking; now that He may actually have a shot at Carly He can't even take it.

"Where's Sam?" Freddie asked

"Said she had chizz to do" Carly replied

"Did she say what?"

"No she took off before I could ask; she's been acting strange lately I think she's having problems with Her mom" Carly said in a far off voice

"Shouldn't we do something?"

"No, Sam wouldn't like that she'll come to us when she needs us" Carly said letting the conversation drop

Spencer backed out his parking space and drove over to Carly and Freddie who jumped in the back, Spencer drove on casually taking glances at the rear view mirror at the nervous looking teens.

"So how was school" Spencer asked breaking the silence starting to fill the vehicle

Freddie shrugged as He wasn't mentally present anyway

"It was kind of boring but ok I guess, I mean we got invited to Jocelyn's party" Carly answered

"Jocelyn? Why does that name sound familiar?"

"She's the sasquatch that was picking on everybody back when Sam was getting girly lessons from Carly, and I'm not going" Freddie said resting his head against the window watching the scenery go by.

"Oh..." Spencer tried to speak but Carly spoke over him

"Why aren't you going?"

"Don't feel like it I guess" Freddie said with a concealed smile

"If this is about that spat we…"

"Its not" Freddie said rolling his eyes from the window

"Then why not?"

"I have better things to do"

Giving out a giggle at his answer "Like what?" she asked

*Shrug*

"Look even Jocelyn's over that..."

"Really?"

"Why would she invite us if she wasn't?" Carly said folding Her arms over breast

"iCarly"

"iCarly?"

"Yes, more people will come if they hear were going, either that or she's going to find a way to embarrass you and Sam at Her party"

Carly sat looking on at Freddie Her mouth slightly hanging open, she hadn't thought of it that way. Clearing his throat Spencer directed both Carly and Freddie's gaze at him.

"And when is this party?" Spencer questioned in as commanding voice He could muster earning him a chuckle from Freddie and an eye roll from Carly as they knew He was getting into his guardian pants.

Copying Freddie's position Carly also leaned over to the window with a sigh "In about 2weeks"

"Back by midnight" Spencer instructed

"Yes sir" Carly mock saluted

The rest of the car ride was uneventful as Carly continued to try persuade Freddie into going to the party as well, in the end she settled for him saying He'll think about it. They rode the elevator up to the apartments; Freddie told Carly He would join Her in Her apartment to have that talk in a little while. Freddie took out his keys and entered his apartment to find it spotless, the little traces of the weekend that He had left behind were all gone; not that He should have been surprised. He announced his arrival to the apartment and didn't get an answer back confirming that his mother had left for work, dropping off his bag in the living room with a thud Freddie made his way to the Shay apartment. Stopping at the front door of Carly's apartment Freddie took a breath to collect himself before knocking twice and stepping into the apartment.

Carly turned away from the computer to watch as Freddie walked into the apartment, He wore a serious look as He walked but she saw through it, He was nervous and she could tell because as He walked He stuck out his hand and ran it over the couch when He approached Her. Jumping off Her seat Carly went over to him and once again she invaded his personal space and came within kissing range, she knew what she wanted and it made Her wet to think it was barely out of reach. Carly grabbed his hand telling him to follow Her up to Her room so they could talk in private, Freddie obeyed and watched as the girl He has always dreamed of lead him upstairs and was slowly losing his resolution to tell Her that they couldn't capitalize on what had occurred the night before. They reached Carly's room in no time; Carly held the door open for Freddie and motioned for him to enter. As Freddie entered and Carly watched him with an almost childish fascination, like a lion staring at it prey… maybe a lion was too much; a kitten maybe.

"So..." Carly said turning away from the door and to Freddie who had seated himself on the bed and she went over to join him

Carly lowered Herself next to him and turned so that they were starring at one another

"So I was thinking…." Freddie wasn't able to say any more as Carly's lips crashed into his

The impact of the kiss was a bit rough but as Carly got control of herself she softened it gently pressing Her lips with his, Freddie was a bit stunned by the kiss and she could tell as He wasn't returning Her advances. Freddie's shock wore off as He felt Her hand make contact with his lap and moving up towards his crotch area. Freddie brought his arms up to Carly's shoulders and gently pushed Her away before He lost himself, the bulge in his pants evidence that He wouldn't have lasted much longer. Freddie was taken a back by Carly's forwardness and the sudden interest to get into his pants. He watched as Carly stared up at him, a hurt look flashing on Her face.

"Did I do something wrong?" Carly asked in a small voice

"no its just…." Freddie ran out of words as He briefly stared up at Her

He knew that look she was wearing very well He had given it Her on many occasions when He had asked Her out in hope that maybe she would say yes and He couldn't stand it He couldn't deny Her, Freddie slowly raised his hand and gently brushed Her cheek reassuringly. Carly's face seemed to relax a bit as she closed Her eyes and took pleasure in his soft touch.

"its just that were moving pretty fast, a few days we were friends and now were what? We don't even know" Freddie decide He would compromise, if his mother didn't find out it would be alright.

"Uhm...ok your right so where would you like to start" Carly said with a renewed smile

"how about we start at what is this? Us I mean are we boyfriend; girlfriend?" Freddie said sheepishly with a sigh at how lame it sounded

Carly wasn't sure how to answer that question, all she wanted was a certain itch between Her legs scratched but she knew Freddie enough to know He wasn't the fuck buddies type especially when it came to Her. So she decided she only had one option that would get Her what she wanted, she'd give him what He wanted to get what she wanted.

"Is that what you want?" she said not meeting his eyes

"If that's what you want"

"Uhm sure we can give it a try" she said huskily as she closed the distance between them once again

Freddie's lips quirked upwards as they kissed, returning the kiss as best He could Freddie felt the tension that had been building since He woke up in his mothers bed slip away; in this moment and time it was just him and Carly and He didn't have to think about his mother or what would inevitably follow once she got back from work. Something in the back of Freddie's mind was nagging him that something about this felt off, Freddie gently broke off the kiss but didn't draw away from Carly keeping their foreheads together.

"hey can I ask you something?" Freddie said sounding out off breath

"You just did" she said with a smile masking Her irritation

"another one then" He returned Her smile

"sure"

"why"

"why what?" Carly feigned ignorance

" Why this, since you've gotten over your hero worship for me we returned to me declaring my undying love for you and you shooting me down but now…." Freddie let his voice trail off as He brought his eyes to hers.

"why am into you?"

"yeah" his breath tickling Her nose

"to tell you the truth Freddie I've always had feelings for you but never wanted to ruin our friendship"

"so what's changed?"

"I was thinking about it the other day and maybe we could give us a shot"

Freddie accepted Carly's reason and brought their lips together, his to tongue probed Her mouth for entry and gained excess as Carly parted Her teeth and tilted Her head to one side. They continued snogging for a few minutes before Carly drew away from him, Carly pushed off Her shoes and fully laid on top of the bed while motioning for Freddie to follow. Freddie got off the bed and took off his shoes his eyes never leaving Hers and from the bottom of the bed Freddie climbed up on his knees until He was directly on top of Her. He lowered himself slowly onto Her until their lips met, Carly breathing out a moan as Freddie's body came into contact with hers. As they continued to kiss Carly brought Her arms up and slid them into Freddie's t-shirt raking them up and down his sides and back causing Freddie to give out a groan into Her mouth. Carly grabbed the hem of his t-shirt tugging it upwards causing Freddie to draw away from Her, standing up on his knees and starring down at Carly Freddie gave Her a nervous look.

" Don't you think this is a little fast"

" not really we've known each other for years, think of this as making up for lost time" Carly said grabbing his t-shirt and pulling him back down to Her.

Freddie didn't argue as Carly brought him back on top of Her, once again grabbing the hem of his shirt Carly yanked it over his head and wiping it across the room, after Carly gave him the go ahead Freddie was feeling slightly bold; grabbing the hem of Her shirt Freddie pulled Carly's top over Her head and sending it across the room. Having sex with his mother hadn't been effortless but it had come with an advantage, He now had some experience in giving pleasure to a women as his mother had pointed out to him what felt good and what didn't. Freddie brought his arm down to Carly's thigh gripping it and pulling it towards him putting himself directly in-between Her legs, Freddie brought his other hand up to Carly's bra and slipping his hand under it to give Carly's breast a good squeeze. Carly moaned into his mouth and Freddie broke off their lips and started to kiss Her along her jaw line and down to Her neck. Carly stared up at the ceiling with a smile as Freddie kissed and licked on Her neck but she noticed that He was being gentle with Her, all his touches felt good but she knew He was holding back, He was holding back some of his body weight as well; supporting it with his elbow and knees. If she had wanted a normal fuck she would have fucked him a long time ago, Carly brought Her arms up and cupped Freddie's head bringing him to face Her.

"don't be gentle with me Freddie I'm a big girl I can take it" she said before bringing their lips together once more.

Freddie slid his hands down Carly's pants and began to unbutton them, They stripped off their clothes as they continued to explore each others bodies. Once they were both completely unclothed Freddie slowly guided his hard member into Carly with a groan which was accompanied by a moan from Carly who was gritting Her teeth in both pain and pleasure as multiple shudders ran up and down Her spine. They found their rhythm as Carly's cries of pleasure grew louder, which Freddie silenced by crashing his lips onto Hers. Freddie was slowly losing himself in lust and with a deep groan he came but continued to pull in and out of Carly for a few seconds and she came as well, and with that He collapsed on top of Her, both their breathing labored.

Eyes closed Freddie lay on his back waiting for the blood to return to his primary head, Freddie slowly opened his after what felt like hours of drifting in and out of sleep. Looking to his right He found his former best friend in the same position He had last seen Her in, Carly had been overwhelmed by the events leaving Her unconscious. They hadn't slipped into the sheets so Carly lay bare on the bed, Freddie set up from the bed before swinging his feet of the bed and onto the floor, Freddie's eyes roamed the room before locating his boxers scattered among his other clothes which lay across the room. After slipping into his boxers Freddie went over to Carly and tucked Her into bed, she seemed to be out cold as she hadn't even flinched when He had picked Her up.

Freddie stood now fully dressed looking down at the sleeping form of Carly, He had always imagined the day He and Carly would finally be together and He hadn't imagined it like this. It hadn't been perfect but that was alright recent events had proved the long standing statement that life wasn't perfect. Giving Her light kiss on the forehead Freddie made for the door and giving Carly a departing look before stepping out of the room, Spencer was in the living room working on what seemed to be his next art piece, to Freddie Spencer's art looked like pieces of crap but to him all art was crap and He considered Spencer's art on top of all that crap.

"Hey Spencer" Freddie called out as He reached the bottom of the stairs

"Hey, what's up?" Spencer replied drilling another hole into a wooden board

"Just finished brain storming ideas for iCarly with Carly, she said she was going to take a nap and said to tell you not to disturb her and I'll see you later"

"Later" Spencer shouted after Freddie who was almost out of the apartment

Seattle Medical center

Marissa lay back as hot water rained from above and slowly worked away the tension that had been built during the day, too bad she couldn't she couldn't shut off the voices that seemed to be eating away at her sanity. She had been lying to herself whenever she was with Freddie, telling herself it wasn't wrong but she knew it was and as long as she didn't think about it; it was ok. She couldn't do it anymore though, reality had come knocking and she was finding it hard not to answer.

Voice: You have to stop

I can't, I love him

Voice: You're so selfish, you don't even care of how this is affecting him; you saw the look in his eyes

Freddie is fine and loves me more than ever

Voice: He doesn't love you He hates you, whatever love He had for you died when you decided to screw him!

Please stop

Voice: You need to stop

I can't!

"Marissa?" Ellen managed to croak out as she watched Her friend crouched down in a fetal position in the shower

Ellen wasn't sure what to do as she watched Marissa looked up at Her, Her sniffling confirming that tears were running down Her face. Ellen was never one who liked to show any sort of emotion but she couldn't help Her self as she switched off the shower, and went down to hug Her friend, not caring to get wet. There were other female nurses in the shower room and were quickly crowding around the pair whispering amongst themselves as they wondered what was going on.

"Everybody out!" Ellen bellowed turning Her head to glare at them

No one needed to be told twice as the nurses quickly dispersed and exited the female shower room, whatever was happening they didn't want to get caught up in it especially when Ellen is involved. Ellen pulled back from Marissa to give Her a good look and brushing away some stray hairs away from Marissa face.

"it's going to be alright Mari" Ellen whispered into Marissa's ear as she pulled Her into another hug

It had taken a while before Ellen had gotten Marissa to calm down and out of the shower where she was presently drying Her off with a towel. Ellen had been a nurse most of Her adult and Her job required taking care of people but as she sat drying Her friend she had no clue what she should do next, this was Her problem she was never sure how to act when it was people she cared about.

"what is it Mari?" Ellen questioned uneasily

Tears were brimming from Her eyes as she looked up at Ellen, shame ate away at Her but she knew she needed help; she couldn't lie to herself anymore.

"I love him Ellie" Marissa choked out before lowering Her gaze to Her feet

"Freddie?" Ellen asked seeming confused

Marissa gave a slow nod "And I just can't stop Ellie" Marissa said looking up at Her friend tears running down Her face.

T.B.C

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

3ohE