A/N Okay guys I'm back. lol Oh my gosh this was a tough chapter to write, and you will see why. Hope you like it :)

Freddie has always been my best bud. He was always there for me when we were little, even before I met Sam. I knew I could always count on Freddie. So that night when he stayed over after Spencer's art recital I knew something was bothering him. I know Freddie. I know when he had to get something off his chest. I wanted to talk to him about it, and once we did it lead to something I will always regret.

Flashback

"you want to talk about it ?" Carly asked Freddie, as they both sat on her ice cream sandwich sofa. She could tell Freddie had something on his mind. He barely talked the whole night, and he didn't eat much of his lasagna at Petrozinis- where they went after the recital. Carly could tell he was sad about something.

"About what?" Freddie stared at the ground. He didn't want to look at Carly. He had been holding his tears back all night. The truth was he wanted to talk to Sam about it, not Carly. He wondered why Sam didn't respond to his missed calls and messages by now.

"Freddie I know something's bothering you. Talk to me"

Freddie needed someone to talk to. He wanted that someone to be Sam, but Carly was his best friend just as Sam was too.

"Okay, it's just earlier today I found out that my aunt Jennifer died" Freddie struggled with his words. Saying she died was harder than he thought.

"Your aunt Jennifer? " Carly didn't remember hearing about a aunt Jennifer. Actually she didn't really know much about his family other than Mrs. Benson. He just never talked about it. Carly stared at Freddie with concern. She never saw him like this. Seeing him breakdown in tears was something she wasn't used to.

"She was my dad's older sister. I was on the phone with her that same day we met Fred remember?" Freddie wiped his tears away, using the bottom of his purple shirt. He didn't want Carly to see him like this. The only one who ever had was Sam, and he didn't mind that.

"oh yeah, I remember that. You called her a "bigger one". Carly smiled, trying to cheer him up, but he didn't see that as funny. It just made him miss her even more.

"Carly, maybe I should just go home. I really wish Sam would answer her phone. Why is she avoiding me?" Freddie sighed and started to stand up but stopped when he felt Carly's hand on his shoulder. "Stay Freddie I can talk to you. I'm always here for you. You should know that" Carly pleaded with her eyes. She didn't want Freddie to leave like this.

"I know Carly, it's just I don't think you could relate to something like this, and this isn't helping. No offense." Carly shook her head taking in his words. It made her sad thinking about it, but he said she couldn't relate, when in fact she could.

"Freddie remember when I first moved here and we met? I wasn't doing so good, and you helped me out?" Carly asked him moving a little closer to Freddie so he wouldn't move away again.

"Yeah I do Carly. You were sad because you missed your dad. You didn't want to move here, yeah I remember that." Freddie answered.

"You were there for me then, and I'm here for you now. Freddie I miss my dad everyday. I cry at night sometimes. It does hurt not being able to see him, but you and Sam make me forget. You two make me feel a lot better everyday. I want to do the same for you" Carly scooted closer to Freddie, wrapping her arm around him with a hug "it's okay Freddie" she whispered between Freddie's sobs. "I'm here. I understand" Carly pulled away placing a kiss on Freddie's cheek.

"Thanks Carly. It means a lot." Freddie looked at Carly, and for some reason he felt some old feelings creeping up. Carly was staring too.

"Carly..." Carly was leaning forward. "Car-" Freddie found himself with his lips pressed against Carly's. Sam flashed through his mind and he pulled away quickly. "We shouldn't. We can't do this" Freddie put his hands on Carly's shoulder pushing her back slightly.

"I can make you feel better, Freddie." she kissed his left hand.

"No, Sa-" he couldn't finish, because Carly found her back to his lips again. Carly reached for the bottom of her shirt, lifting it over her head "we can do this. I'm helping you."

Freddie swallowed nervously. "okay"

End of flashback

I ran, not even stopping for a cab. I had to tell Sam, and I wasn't going to wait another minute. Sam doesn't deserve what I did. But she deserves to know. I got to her house out of breath and knocked on the front door hoping she would be here. "Sam! Sam are you here?" I yelled. She needed to open the door " baby! Please!" I whimpered. I seriously can't take this anymore.

"What?" she opens the door slightly, and seeing her face. Her face. I don't know if I can do this. What am I saying I have to. I have to tell her what I did. She's going to hate me though.

"we need to talk" I say catching my breath.

"no chiz, Freddie. I'm mad at you, you know? And I know you're keeping something from me. It's written all over your face and the fact that your sweating more than my mom when she's on her special vitamins"

"I do know, Sam. But before I tell you this. I want you to know something okay?" I was shaking by now. Sam knew this was bad. She stepped out of her house, and shut her door, which made me even more afraid.

"what is it. What do you want me to know first?" I could tell just by the way she looked at me, she was getting nervous too.

"I love you Sam. I want you to remember that I love you, and I know what I'm about to tell you is-"

"Freddie say it, because I think I already know. Just say it did you cheat? Did you sleep with some one else? Say it!"

I closed my eyes. I couldn't see her reaction on her face when I said it. I just couldn't. "Yes."

A/N :) Whatcha think? Thank you guys for all your feedback so far.

Edited by Linds911- thanks so much, and yes I definatelty cringed while writing it lol :).

Special thank you to Purple2525 :) here's another chapter for you honeybunch :).

bandgrad2008- Liz you already know girl lol xD

I'm so excited today. My sweet baby cousins first birthday :'D. She's the cutest Gem ever.

Here's another random iCarly quote that I just love:

"but I brought my big spoon.."

LYM