The three teens were sitting in attic studio eating take out talking about their day at the mall. Carly was picking through her vegetable chow mien looking for one last piece of baby corn. Freddie was eating his sesame seed chicken delicately capturing each piece with his chopsticks before popping it in his mouth. Sam was sifting through the five boxes scattered around her feet trying to find more food. Finally Carly gave up her search for baby corn and handed her box to Sam who immediately began to pick noodles from the carton with her fingers and suck them into her mouth.

"So when is your date with Griffin?" Carly asked doing her best to ignore Sam's table manners.

"I don't know, whenever I call him I guess." Freddie said shrugging her shoulders.

"Dude, you're the guy guy." Sam said slurping another noodle between her lips.

"What?" Freddie asked smirking.

"The gay guy that acts like a guy and not a girl." Sam said fishing out another noodle. It was the last in the box leaving only a few snow peas and the elusive baby corn Carly had been searching for. She picked it out and tossed it to the brunette who caught it in her mouth crunching it and smiling warmly.

"Don't you think that's kind of sexist, Sam?" Freddie asked scooting his left over in her direction.

"That's the way these things work isn't it?" She asked snatching the carton from the floor.

"I don't know. I haven't really dated anyone before." He said shrugging again. "Besides what makes you such an expert in gay relationships?"

"I've watched every episode of Nooky Nooky Yuki, twice." Sam said nodding and smirking.

"What's that?" Carly asked shifting in her bean bag.

"It's yaoi." Freddie said staring at Sam like she'd grown a second head.

"Which is?" Carly asked making a 'speed it up' motion with her hands.

"Cartoons about gay guys, sometimes there's sex." Freddie said still staring at Sam.

"They make gay cartoon porn?" Carly asked bewildered.

"Yeah." Sam said smiling dreamily.

"That's some powerful crazy." Carly said smiling.

"They're from Japan." Freddie said shrugging.

"'Nough said." Sam said grinning.

"I guess." Carly shrugged and started leaving herself out of the bean bag chair. She walked around the room gathering up the empty take out cartons and depositing them in the trash can. With Sam as a best friend trying to keep ants from overtaking her apartment was a constant battle. The blond girl was like a squirrel, constantly stashing half eaten food in the couch cushions to eat later. She's eventually given Sam a box of baggies and a magic maker so when she decided to squirrel something away she could put it in a bag, write her name on it, and store it in the fridge instead of under the couch. Now Carly was in the process of training Sam to throw away empty food containers or at least leave them where she could find them and throw them away. Sam ate the last piece of sesame seed chicken from Freddie's carton and held it up to Carly who favored her with a smile and took it to the trash can.

"So when are you going to call Griffin?" Carly asked before sitting back down.

"When I gather up the courage, I'm kind of still in shock that he gave me his number." Freddie said.

"Why?" Carly asked.

"Because he's really hot and I'm not." Freddie said shrugging self depreciatingly.

"Freddie, you're adorable." Carly said smiling brightly.

"If I'm so cute then why would you never date me?" He asked glancing at her pointedly.

"I did date you, you broke up with me." Carly said returning his look.

"You only dated me because I saved you from that taco truck, and I only broke up with you because I realized I was gay." Freddie said.

"How did you realize you were gay?" Carly asked sitting forward in her chair.

"I had been noticing guys for a long time but I thought it might just be a phase then we started dating. You kept sticking your tongue down my throat and I felt nothing. I'd been chasing after you for years, I suddenly had you, and nothing was happening…down there." He said gesturing vaguely towards his lap. "I decided there was no hope, I must be gay, and then I noticed Spencer."

"Speaking of Spencer, don't you two have plans today?" Sam asked examining a strand of her hair.

"Yeah, he's doing a new sculpture. He wanted to add speakers…without the whole thing catching fire, so he asked me to help." Freddie explained unable to hide his excitement.

"You guys haven't really hung out since everything happed, do you think you can handle it?" Carly asked her face concerned.

"I think I figured out what happened with Spencer." Freddie said sighing heavily. "Spencer was always really nice to me when I was upset, he's really cute, and I just realized I was gay. He was there, he was male, and I love him. So I thought I was in love with him."

"I guess that makes sense." Carly said nodding sagely.

"So it shouldn't be too awkward. Just a gay guy who tried to commit suicide hanging out with his ex girlfriend's brother who he thought he was in love with." Freddie said rolling his eyes and smiling crookedly.

"Well you have fun with that," Sam said standing and walking towards the studio door.

"Where are you going?" Carly asked stretching languidly.

"I'm going to go watch Nooky Nooky Yuki on Spence's computer." Sam said as she opened the door. Carly glanced at Freddie then at Sam before darting to her feet.

"I'm…going to get…a class of…oh forget it I'm going to go watch pretty boys make out with Sam." Carly said dashing past Freddie without looking at him. Freddie watched his friends go smirking then jumped as the elevator dinged and opened. Spencer came out and looked around the studio.

"Where are the girls?" He asked walking over to Freddie.

"They went downstairs to watch something on the computer." He said pulling himself out of the bean bag.

"Girly Cow?" Spencer asked cocking his head to the side. Freddie couldn't believe how much the gesture reminded him of Carly or that he'd never noticed it before.

"Not exactly." He said smiling softly.

"Do I want to know?" Spencer asked.

"Probably not." Freddie said still smiling.

"Now I really want to know." Spencer said whining and stomping his foot.

"Believe me you don't." Freddie said walking past him to the elevator. Spencer turned and followed him. When the elevator opened up downstairs in the Shay living room Freddie walked over to the sculpture that was sitting in front of the couch and the Radio Hut bag holding the audio components he was supposed to be installing. Spencer wondered over to where Carli and Sam were sitting at the kitchen counter hunkered over the computer monitor. He leaned over Carly's shoulder to see what they were watching and yelled loudly and hoarsely before jerking back. Carly jumped and barely stopped herself from falling off her stool but Sam didn't even flinch, her eyes never left the screen.

"His…was in his…they were cartoons!" Spencer stammered loudly as he stumbled towards the couch pointing emphatically back towards the computer.

"I told you." Freddie said as he emptied the bag and spread the boxes around him. There was a Pear Pod dock, three bundles of fiber optic light ropes, and a control box for the lights. Freddie examined the electronics then looked up at the sculpture. It was a male mannequin wearing a ballet dress made of welded copper and steel, the dress was made so it fit the mannequin poorly, hanging open at the top to reveal the mannequins sculpted chest. Freddie couldn't help but blush when he noticed that Spencer had added nipples to the mannequin's chest and pierced them.

"How anatomically correct is this sculpture?" Freddie asked turning to look at his friend.

"Completely," Spencer said staring at his work. "I used myself as a reference." Freddie looked back at the mannequin, its face didn't really look like Spencer but he couldn't stop himself from staring at the skirt as if flared out around the mannequin's thighs.

"So where do you want the lights ran and the dock put?" Freddie asked turning back to Spencer. Spencer pulled a sketchpad off the end table beside the couch and flipped it open handing it to Freddie. It showed a detailed sketch of the sculpture and how the lights wrapped around it. Spencer walked around behind the mannequin and opened a panel in the back.

"This is where I want the dock," he said pointing inside the panel. "I already hollowed out a place for it." He said pointing. Freddie came over and looked inside the panel, just above the mannequin's butt a square had been cut into the plaster.

"Okay, I can do this, "Freddie said as he reached for a pack of the lighting rope. Spencer sat on the couch and watched as Freddie got to work checking the sketch frequently as he ran the lights over the sculpture attaching them with beads of epoxy. When he finished attaching the lights he connected the ends and fed them into the control box. It was only then that he noticed that the sculpture was standing on a mirrored base. He had bent down to attach the control box to the inside edge of the metal skirt when he looked down and saw the mirror and what it reflected. He looked away quickly blushing brightly. He had been very careful not to look; it wasn't that he didn't want to see what was under the mannequin's skirt. But for some reason he felt like he was preserving Spencer's privacy. Of course if the sculptor had cared that much about his privacy he wouldn't have modeled the sculpture after himself. Regardless once he realized that all he had to do to look up the skirt was to look down he couldn't keep his eyes away from the mirror.

"Is there a problem?" Freddie jumped and yelped. Spencer was standing right behind him and Freddie hadn't even seen him move.

"What?" Freddie asked turning around slowly.

"You've been standing still for five minutes." Spencer said grinning at the younger man.

"Oh…um…sorry, I got distracted." Freddie said fighting not to blush.

"Nice isn't it?" Spence asked grinning widely.

"What?!" Freddie asked staring at the artist.

"The mirror, I found it in the junk yard, not a chip." He said grinning proudly.

"All I have to do now is install the dock and run the rest of the wires." Freddie said going around to the back of the mannequin so he wouldn't be tempted to look into the mirror again. He took the dock out of the box and sat it back into the niche that Spencer had carved.

"You can't even see the seam can you?" Spencer asked as he sat back down on the couch.

"What seam?" Freddie asked distractedly as he ran an electrical wire down the mannequin's leg.

"The seam where I attached the butt, I made it with a plaster cast and some silicone gel." Spencer said.

"A plaster cast of you?" Freddie asked staring at the pink globes right in front of his face.

"Yeah!" Spencer said excitedly. Freddie stood up stick straight a rabid blush flowing across his face rabidly.

"I've got to run home for a minutes." He said heading towards the door.

"Did you forget something?" Spencer asked standing up from the couch. "If it's a tool I may have it lying around here."

"No, no I need to get my volt meter." Freddie said picking up speed without turning. He darted out the door and slammed it behind him. Spencer stood beside his sculpture with his arms crossed staring at the door.

"What's up?" Carly asked walking over to stand beside Spencer.

"I don't know, Freddie said he needed to go gets something then ran off." He said shrugging. Carly glanced at the sculpture then winced squeezing her eyes shut.

"Spencer! I thought I told you to cover up that mirror." She said covering her eyes.

"Sorry I forgot." He said grabbing the drop cloth off the couch.

"Now I have to go scrub my eyes." Carly growled stalking towards the bathroom

Nearly half an hour later Freddie came back into the apartment. His hair was visibly damp and his skin slightly bluish. Sam and Carly were still perched at the kitchen counter hunkered over the family computer. Spencer was sitting on the couch staring fixedly at the cooking channel on the television which was turned up uncomfortably loud. As Freddie walked closer to the sculpture he noticed that the mirrored stand had been covered with a scrap of canvas and his heart sped up. Did Spencer realize that he'd been fixated on the mirror? Had he guessed why Freddie left in such a hurry?

"Hey, Freddo, where's your volt meter?" Spencer asked when he finally noticed Freddie had come back.

"Oh, I couldn't find it, but I'm connected all the wires right, I'm sure it'll be fine." He said going around to the back of the statue. He opened the panel being careful not to look at anything but the electronics and finished connecting the wires.

"Why's your hair all wet?" Spencer asked as he watched Freddie tinker under his sculpture's skirt.

"I got kind of sweaty looking for the meter; I decided to take quick shower before I came back." Freddie said without glancing away from the dock. "Alright, I think everything's connected." Freddie said standing and closing the flap. If you bring me an extension cord and your Pear Pod I'll test it." Spencer nodded and walked back towards his bedroom. He came back a few minutes later with a green cord and his beat up mp3 player.

"Hey guys, come look at my new sculpture," Spencer said as he handed the cord and Pear Pod to Freddie. Sam and Carly came to stand by the statue as Freddie connected the mp3 player to the dock and the electrical cord to the wall outlet.

"Do you have any special requests?" Freddie asked while he reached into the back panel.

"Don't worry about it. The song I wanted it to play for the first time is the first one on the playlist." Spencer said folding his arms and grinning. Freddie turned on the music and stepped back as music started blaring from the sculpture and lights started pulsing and racing to the opening strains of Heartbreaker by Pat Benatar. Sam started clapping and howled; Carly stood waiting apprehensively for the mannequin to catch fire. Freddie stepped back and watched and listened until he finally smiled and clapped along with Sam.

"I think it's your best work yet, Spence." Sam finally said nodding.

"I know, I hate to sell it, but I did it on commission." Spencer said staring proudly at his work of art.

"I'll be glad to see it go, next time I see up its skirt I'm going to have to gouge my eyes out with a spoon." Carly said shaking her head.

"I like it, Spencer; you should do multimedia more often." Freddie said smiling at the older man's dismayed facial expression.

"You up for it?" Spencer asked glancing at the boy.

"Always." Freddie said smiling.