I just wanna say that 'iFight Shebly Marx' Helped me bit with this chapter. I don't know why, it just gave me some ideas. And so did Danwarp. I have feeling my last chapter sucked, because I got one review. Thanks whoever it was, whom I forget the name of.

This is a pretty epic chapter!

iBeat up Sam

"Did he just? I can't believe he just did that! Can you believe he just did that?" Carly practically screamed.

"Who knew Fredduchini had it in him?" Sam said with a grin. Carly was surprised at her reaction. She wasn't sure if she was expecting an insult, or her to be upset. (A/N: We all know Sam's breaking inside)

----

Freddie had kissed Nicole! They were right about leave, to go to the Jungle Gym to lift some weights, when he stepped in front of her, gently pressed his lips against hers. Taken back a bit, she said, "I-I Think we should call it a night" Then rushed out. He sat down on on of the bleachers.

"Why did I do it? I don't know. Will I regret later? Of course I will!" He grumble to himself. He looked up and immediately, his mouth was agape, 'Sam?!' It was just a glance, but it was no question it was her. She was crouched over, walking away from the window.

----

"As fun as watching Freddie wallow in his self-pity, we probably get back." Carly laughed.

"Yeah lets go."

Later that same evening....

"So I hit the dude with my salami, he started twitching on the floor, I ran. And I'm pretty sure there was cop behind me." Sam concluded her story, followed by a laugh. Carly laughed along then said,

"Do you think we should tell Freddie what we saw?"

"I'm definitely planning to"

"Have fun with that, but I don't wanna be a bad friend" Carly said, being her normal, caring self.

"Then don't" Sam said, obviously annoyed. Just then Spencer came in.

"Have you guys seen my Taco?"

"No" "Not really" Carly and Sam said at the same time.

"Uggggg" Spencer groaned, then stomped right back to his room.

"Have I ever told you how random your brother is?" Carly giggled at Sam's comment.

"I figured that out years ago" They heard footsteps.

"Hey Freddie's back!"

They poked theirs heads out the door in sort of a Scooby Doo fashion. As he walked by, they tried not to make it look like they were spying on him, or something. He just ignored it, walked right past them, and slammed the door behind him. Evidently, he was mad, but as far as reasons go, Carly and Sam didn't have clue. That was followed by the faint sound of Mrs. Benson's voice yelling at him for doing so.

"Whats his deal?" Sam said rudely, then walked back into Carly's apartment.

"Well making a fool of yourself does tend to put you in a bad mood"

At school the next day...

"Sup Fredward!" She said cooly, leaning against the lockers. He glared at her.

"What do you want?" He said, venom dripping form his voice.

"Whats with you? You upset cause your girlfriend ran to puke after you kissed her." She mocked him. His eyes widened.

"Shes not my girlfriend and I can't believe you were spying on me!" He said enraged.

"Maybe..." She said, not looking at him in the eyes.

"I saw you!"

"Whatever" Sam decided to leave Carly out of this. " So, did she puke?" Sam asked.

Freddie's eyes filled with rage as he pinned her to a locker. He saw a startled look in her eyes, but that didn't stop him.

"What are you-" Sam said, trying to break free. She was cut off.

"I'm so sick of the way you treat me!" He gritted through his teeth. He was amazed with him self. Nicole was right, he had gotten stronger. Sam pushed him to the floor, he immediately kicked her ankle, causing her to fall. Freddie sprung to his feet, just as she did the same. She ran towards him, trying to knock him down, but he just stepped out of the way. Soon there was a crowd of kids around them, one of which was Nicole. Before she could throw her next punch, he got her in the stomach. She fell to her knees, a shadow falling across her face. Sam was clearly hurt, no matter how much she didn't want to prove to Freddie that he won. Suddenly, someone yelled

"Hey look, Sam Puckett got beat up by Benson! An AV geek!"

Soon everyone was laughing at her. Sam slowly got up and looked around her. Looked at everyone laughing and Carly walking out of a class room, trying to figure out what was going on. She ran out of the building, wiping away tears on the way out. Freddie didn't know if anyone else saw her crying, but he did. His anger died out, as pang of guilt ran through him. He received a disapproving look from Carly as she left the hallway.

"Nice job!" Nicole's voice was heard from behind him. Freddie just stood there staring at the door Sam left in, with a guilty look on his face. 'How could I have done that to her? Its not her fault shes always vicious, she gets it from her from her mom.' Freddie thought feeling drepressed.

"We finally taught her a lesson! You were awesome! Sam's never gonna think of herself as some kinda of super human again! Aren't you happy you finally stood up to her?"

"No, I think I just lost one of the best friends I've ever had" He said quietly.