A/N: hey guys, this is my first lemon, well… sort of, so be nice! JK! It really is my first lemon, and I have no idea what I'm doing! But I hope you like it! Love ya all!

Freddie's POV

I was familiar with Sam's room. In years of friendship I've been here a couple of times. A few months ago when Carly was dating Stephen, we spent a lot of time together. We would watch movies, hang out, talk, play games… it was really pleasant. Being around Sam was always easier when Carly wasn't around. I didn't understood before, but when we're alone she was less abusive and easier to hang out with. Now was different, now I was totally attracted to her, I was a bit familiar with her body, and her scent, and her taste. Being alone with her in her bedroom was something tempting. Not that I didn't find her attractive before, I'd check her out a couple of times, maybe too many times, but she would kick my ass if she caught me. Telling her wasn't an option either.

I walked around, paying more attention at the décor, than I did before. The walls were a soft green, maybe even a baby green. The room wasn't as big as Carly's; in fact I doubt it was even half of it. Her bed was big though, when it comes to Sam, space to sleep in necessary. All her furniture were white, made of wood and with no details. The wardrobe had three doors and six drawers. I wanted to look inside, but I feared for my life. Her computer desk was just as I expected, almost empty. Except for the computer she had a few pictures glued on the wall above it. Next to the computer desk was a shelf full of movies. She had quite a collection; well… she stole half of it. I recognized at least twelve of my movies and a few of Carly's 'Girly Cow' DVDs.

The movies I was sure that belonged to Sam, were the ones with Chuck Norris and Bruce Lee. In between the movies I found something interesting; Boogie Bear – the collection. I laughed. I couldn't believe a girl like Sam would have such childish movies, but then again she read the books, didn't she? Speaking of books, she had a few books there as well, in the shelf close to her wardrobe. I remember being the one that got her into reading, which made me feel really proud of myself. I chuckled.

If she found me sneaking into her stuff she would kick my ass, so I just focused on finding a movie for us to watch. I chose 'The Silence of the Lambs' with Anthony Hopkins since we loved Doctor Hannibal Lecter. I put the movie on the DVD and made myself comfortable on her bed. The weirdest thing was; her bed seemed more comfortable now than ever before. I sat back and straightened my legs waiting for her. Sam's nightstand held a picture of the three of us. We were in Japan, covered in mud, I had a black eye and the girl's hairs were all messed up, but we looked happy holding our trophy.

"What'cha doing nerd?" she entered the room with two cups of coke and a bowl of popcorn.

"Oh… nothing" I stood up and helped her with the snack.

"Which movie did you choose?" she sat close to me.

"The Silence of the Lambs" I pressed play.

"Nice" I wrapped my arm around her and she rested her head on my shoulder. There was no need to be nervous.

Sam's POV

I knew that this would happen. Fifteen minutes after the movie started I picked on Freddie, he tickled me and we started to make out. I knew it from the start that wasn't a good idea to be alone with him in my room. Damn it! Now he was on top of me and I was wet. Not that I don't enjoy getting physical with the nub, but since we were alone in my bed things could get out of control, and I wasn't ready to lose a fight to my hormones.

"Mmmmm" I moaned when I felt his hand on my stomach inside my shirt.

The more we kissed the more I wanted to go further. It was too early to 'go down that road' with him and I knew it, but every time his hands were on me I forgot that. The word 'inside' kept messing with my brain. I kept trying to remind myself we weren't even boyfriend and girlfriend yet, but that wasn't working. His hands were all over and my head was spinning. He broke the kiss to suck on my neck while I tugged on his shirt. I stuck my hand inside of the fabric to claw his back when he bit my neck. Of all things I knew Freddie was good at I never thought making out would be one of them. I dreamed about it, but the Freddie in my dreams was a creation of my head, in real life, Freddie was a nerd, a complete dork. Every time we made out he surprised me with his skills. I guess I was wrong about him being a pussy all along.

Another thing Freddie was, while making out, was brave. I never thought I would say that, but the dork was bold and a little fierce during making out time. His hands explored my body with no fear and hesitation. The dork grabbed my leg and hooked around his waist. He kept caressing my thigh roughly.

"You're so smooth" he mumbled against my earlobe "so… smooth" he sucked it hard.

"Ah!" I yanked his hair and hooked my other leg around his waist.

The moment my legs wrapped around him, his crotch touched mine. I felt an electrifying sensation taking over me and I started to rub my core against him. There was so much I wanted to do…

"Oh God!" he groaned.

I felt a huge bulge in his pants. He was hard. I was making him hard. I rubbed myself against him more urgently and he tensed up.

"Sam… damn it!" he started o thrust against me.

"Ah…" I threw my head back and gave him full access to my neck.

He did something I wasn't expecting… he stuck his head in between my boobs and traced his tongue to my earlobe.

"God Freddie!" I grabbed his biceps digging my nails into his skin.

"You're perfect!" he moaned against my mouth.

"Ah… ah… fuck!" I yelled when he grabbed my boobs with both hands.

He kept massaging my boobs over my shirt and all I could think about was: hot damn!

"Damn boy… off… take your shirt off!" I screamed.

He pulled back and did what I asked. I got a good look at his six pack and drooled. He was so hot. I scratched his stomach softly and his eyes rolled to the back of his head.

"We better stop" he held my hands when I was making my way to his crotch.

"You're right" I closed my eyes.

I was so hot and wet, my head was spinning and I didn't want to stop, but it was the wiser decision.

"Yeah" he stood still kneeling between my legs.

His torso was flawless. I guess I have Gun Smoke to thank for that. All that work out was making Freddie irresistible. I wanted him now more than never.

"I'm sorry" he said.

I grabbed his hand and pulled him closer to me giving him a soft kiss. His hands were on my thighs and we broke apart slowly. We were inches from each other and the heat between us was rising. He stroked my hair and looked into my eyes. There was something between lust and affection in his eyes, which only made me want him even more.

"I'm not" I mumbled against his mouth before taking my own shirt off.

His eyes locked on my black bra and in the curves of my breasts. Freddie licked his lips and I bit mine. He approached me slowly and carefully took my boobs in his hands squeezing them like they were too fragile. I appreciated being touched so gently by someone, my heart accelerated and my eyes closed. He kept massaging my breasts while his breath changed.

"Come here" I lay back and begged him to come to me.

He lay above me and we continued our little make out session. This time when his bare torso touched mine, my backs arched unconsciously. I could feel his erection against my core and I wrapped my legs around him. Freddie kept rubbing himself against me urgently and I started to feel my body tingling.

"Ah… Oh… Freddie" he rubbed his face against my boobs squeezing them together.

The more our hips grinded against each other I started to feel my body tensing up until I could take it anymore, at that moment there was nothing in the world but us, and nothing else mattered. He kept moving and moving against me, touching me, kissing me. By then my body was completely out of control. I grabbed his bare shoulder and bit his collarbone. I felt my toes curl while I had my first orgasm. I held close and tight to him, screaming my head off. After a few moans I felt him tensing up, he stood still before collapsing on top of me, and like that we had our first orgasm together. Hot damn!

"You can't handle me" I whispered into his ear.

"What?" He pulled away shocked to look at me.

"I wrote it… in the paper… in class… but I was so wrong" I breathed.

He chuckled and kissed me softly. We lay there cuddleling, trying to catch our breath. I never felt so good before, so appreciated and relaxed. Maybe we should do this more often. Today only led me to believe that when we did "the nasty" it would be mind blowing, but I'm not ready to find out just yet. I was right; there was no need to worry.