A/N: I'm sorry to all my loyal readers here for the lack of updating. I got really into my other story, Sonny Gave Me A Chance, which is now completed, if you wanna go read that. There's six more chapters (AFTER this one) left of this story. I do have intentions on a sequel, from Carly's POV, but I don't know when I will be getting that planned/written/posted. I'll try to keep you updated.

Chapter Twelve: iHate Airplanes

Sitting in the airport was a little nerve-racking. It was about three in the morning, on a Saturday. I could be sleeping right now. But no. I wanted to go to fucking Spain with Carly for two weeks. It's far too early for me to be alert right now.

"Sam," I felt a poke to my side. It was Carly, trying to get my attention. I wasn't even listening to what she was saying, but she said something about her buying us coffee and I nodded. Coffee sounded very attractive right now. But when Carly returned and handed me an iced coffee from Starbucks, a swirl of whipped cream poking out of the plastic domed lid, I blinked. "I just got you an iced coffee. The cold will wake you up,"

"And make me cold," I whispered to her, wrinkling my nose. But I took a long sip of the beverage anyhow. I immediately felt something that I had long since recognized as brain freeze, but I knew it didn't actually freeze my brain. It was just the cold creating painful tension in my head, or something smart-sounding like that. I don't give a crap right now; it's too early in the morning to be drinking iced coffee. That's Starbucks for you, open twenty four hours a day, seven days a week at the airport.

Before I could even settle more comfortably into my seat, our Spanish teacher started telling us to grab our carry-on bags and collect our plane tickets. We were to either sit in groups of two or three. Carls and I opted for a group of three, our third being her tag-along of a boyfriend. I don't even remember what his name is anymore. I try not to think about it.

-x-

Boarding the plane was simple. And I wanted the aisle seat. But so did Carly's dick of a boyfriend. Wrinkling my nose, I gave Carly a look. I think she convinced him to sit by the window, but then I had to worry about him getting all cuddly with her where I couldn't see it. Ugh. She knows how much I hate other people hanging all over it. Well, I think she does. I don't know if she knows or not.

The pilot came onto the PA system and welcomed us to the flight, telling us where we were heading. I fastened my seat belt and I saw Carly smile to me out of the corner of my eye. I couldn't help but smile back to her, but weakly. I was still unsure, especially because her boyfriend was around. Ugh. Stupid boy.

Of course, the take off wasn't very smooth, but that was because of some high winds and light drizzle that started to take place as we were on the runway, being lifted into the air after gaining speed. I had never been on a commercial airplane before. Sure, I had been in a cargo plan, when we went to Japan awhile back. That was definitely different. I wasn't strapped down to one seat, unable to move. For some reason, I was just freaked out by the take off. Carly's boyfriend had already fallen asleep, his face pressed up against the plane window.

Three hours later...

I. Hate. Flying. In. Airplanes. Holy. Hell.

I know the plane ride is smooth but I can't help but feel so scared being up here. What if there was a terrorist on the flight? What if someone was planning to hijack this plane and crash the damn thing? What if... I was pulled from my thoughts when I felt Carly slip a hand into mine, since my arms were clutching the arm rests beside me.

"Sam, calm down." She whispered, turning her face towards me. I was focused on the back of the head rest in front of me. My eyes were stuck open. I couldn't close them even if I wanted to right now.

"I... I'm fine," I lied to her through ground teeth. I winced when I heard her boyfriend let out a loud snore from a patch of turbulence.

"You're so full of shit," She smiled to me, leaning her head on my shoulder and lacing our fingers. I noticed she had let go of Michael's hand. I remembered his name, ha. That's okay. I've got his girl doting on me. She's more worried about me. I reluctantly turned my head to flash her a smile. I could see that she was shifting her face, trying to brush her lips teasingly against the side of my neck, which made me tense up. Then she lifted her head. We both heard Michael utter her name, trying to grab her attention. His eyes were closed. He didn't see what she had almost just done. For some reason, I don't think cheating on him bothered her, and if it was with me? That's fine in my book, too.

Whatever it was that they started talking about in hushed tones lulled him awake. Then, of course, the stewardess started moving down the aisle to pass out food to us. Both Carly and I opted for the herb and cheese omelette, where her boyfriend opted for the heavier breakfast: the bacon and beans breakfast burrito. I don't know why anyone would ever get beans when on a plane unless they had a death wish. I guess he did. Oh well.

"Hey, I got a question for you." She nudged my side as we started to dig into our food. She had unbuckled her seat belt but I left mine on. I was scared to take it off.

"Okay, what's up?" I asked, taking a large fork full of food and shoveling it into my mouth. Gosh, I was hungry. Eating would distract me from this stupid plane ride around me.

"What's the Mile High Club," I almost choked on my food at her question. I saw her smile and I rolled my eyes to her. "Come on, Sam! Don't laugh at me!"

"It's sex on a plane." Her boyfriend quipped, his voice lacking any kind of emotion. He sounded so bland, talking after he chewed and swallowed his food. Weirdo. What guy actually has manners other than Freddie? Gross.

"Oh. Like, anywhere on the plane?" I nodded to her. She kept her attention on me, seemingly ignoring whatever her boyfriend was saying. I noticed the smirk that danced across her face. I knew that look. Carly Shay had an idea, and if only I knew what it was... I had to look away from her. I couldn't stand that smirk of hers, especially because now I knew what was running through her mind. That's what happens when your best friend happens to be the girl you're madly in love with, and she's as easy to read as an open book hovering in front of your face at the perfect level for reading.

"Let's talk about something else," I mumbled, grabbing my fork to shovel food into my mouth, making it impossible for me to politely answer her. But Carly probably didn't think that would stop me.

My suggestion went off with a bang, but our moving onto another topic led to silence while munching and chomping away at our awkward airplane food. I was the first to finish. There wasn't nearly as much food there as I thought and my stomach was still grumbling when I finished. Carly tried to give me her food but I quietly insisted that she eat it, that she needed it more than I did because I knew if I ate anymore, I'd throw it all back up in the bathroom. That was not something either of us wanted to take place. I reached for the water bottle I had got with my food and chugged about half of it. As much as I didn't like the idea of leaving Carly alone with her boyfriend – she told me that he liked to be very hand's on at times when she just wasn't up for it, and that upset me – I wanted an excuse to have to get up and leave my seat. Going to the bathroom just seemed like a reasonable option. After the stewardess came around to collect our garbage and ask if we needed anything else, like another beverage or something, I was free. Having the aisle seat had many perks.

"Hey, I'll be right back." I whispered over to Carly. Her boyfriend was asleep again. She watched me as I unbuckled my seat belt carefully. I could feel her eyes burning into my face as I fumbled with the metal. Then I felt her hands help me figure out how to unbuckle myself without pinching my fingers or anything. "Thanks,"

"Bathroom run?" She asked and I nodded. I was kind of feeling nauseous in my stomach, but I wasn't sure what exactly it was from: the food or Carly.

"Yeah. I think I drank too much." I noticed she giggled her really cute giggle. Then I saw her unbuckle her seat belt, too. When I stood up, she stood up with me. Whatever. Maybe she had to pee, too? I don't know. I started walking down the aisle and, as we approached the empty seats towards the back of the plane – I loved how we were riding coach seats and we were in like... the tail section of the plane, for serious the ass of the aircraft – I felt hands on my hips and lips brushing against the side of my neck.

"Let's talk," She whispered against my skin. I closed my eyes briefly and let her guide me for all of about six steps or so. Then my eyes opened again and I slipped into a vacant bathroom, pulling Carly with me. When the door closed, I pinned her against her and smirked, turning the little knob on the door to lock us in and the light in the bathroom flickered on. My forehead was leaning on hers, my hands were holding her hips.

"We're talking."

"You pinned me."

"You're hot."

"You don't have to pee, do you?" Finally, she understood me. Finally, we were on the same level! That's when I felt her hands cup my face and pull me in for a rough kiss. And when I say rough, I mean like... a damn I missed kissing Carly like this kiss. It felt like we were kissing forever, and I just wanted to freeze time. It would be a matter of time until her boyfriend woke up and realized we were both missing from our seats. Oh, would he be PISSED if he found out I fucked his girl before he did... twice.

I don't know exactly when it happened but somewhere during our kiss, in the small space that we had to work with, Carly turned our positions and pinned me against the door. That made me laugh a little. I felt her lips at my neck. A moan left my lips and I felt my back arch. It had been so long since the shower, since we had been this close to one another. Ever since we started talking again and I found out that she was dating Michael, I kept my distance. I didn't want her to cheat on him, especially with me. She could do so much better. I don't know why she's settling for me, seriously.

Her fingers were leaving my sides, moving towards the button at my jeans. That's when she kissed me again to keep me from verbally protesting her, well... if that's what was going to happen. Instead, I pulled away and tugged playfully at her bottom lip, urging her to stop playing with my jeans button and just... unbutton it already.

"But, Sam..." I could tell that she was nervous. I would be too. Hell, I was nervous the first time in the shower. Why can't we be normal and fuck in a bed? Nope? Do we have to always be standing up to get our hands in each other's pants? Like, what the hell...

"I trust you, Carls." I told her. "If I wanted to join the Mile High Club with anyone, then I'd definitely want it to be you."At that, I could feel her smile growing as she gently pressed her lips to mine. I matched her smile. But she had me beat in the size factor – we're talking about smile here, perverts – when she felt my hands going to her jeans button and zipper, too.

"I'm glad you trust me," She whispered on my lips. But I felt her free hand moving my hand from her jeans button, stopping me. "But it's your turn to lose your equilibrium after you get your brains fucked out of you," She teased and I just rolled my eyes at her smirking. "What?"

"I did not fuck the brains out of you in the shower, Carly Shay." I muttered to her, narrowing my eyes when mine met hers.

"Well we definitely didn't... do that one thing that all the old people say they wanna do," I could tell she was getting nervous. She was letting her guard down. She was giving in. I love when she's so vulnerable like this.

I knew exactly what she meant, too. I shifted my head from the wall and brought my lips close to her ear. "You mean, we didn't make love in the shower, Carly? What a shame," I could feel her body slightly tense at my words, but she nodded nonetheless. She kept on pushing my hand away but I knew she wanted control. I buttoned her jeans back up and carefully zipped them, too. I felt her smile into my neck at the gesture and she dragged her teeth along my skin, making me moan. She knew my weaknesses.

Her fingers skillfully undid my jeans button. When the zipper moved down, I could practically hear it moving downward, her hand moved against my abdomen. I could tell that she was nervous because she was shaking. But I could also feel her smiling against my neck.

"Hey, don't me nervous," I whispered to her, nudging her a little. I felt her lips slide across my cheek until they landed on mine. She was smiling; so was I. "There's nothing you can do that won't be amazing,"

"You flatter me too much," She whispered on my lips, tugging at my bottom lip. She caused me to moan again, and she moaned right back at me. I pulled her closer to me, my fingers curling around her hips to create a bit of friction between us. But she was rejecting me. I knew she was doing it to tease me. Instead, I arched my back a little against the bathroom wall.

"Yeah, but you deserve it." Since when did I get so nice? Ha. Well, okay... I'm always nice to Carly. She started to tease me again, brushing her nose against mine and let her fingers slide down my abdomen. She was seriously playing games now. Her fingers just smoothed over the most sensitive of places and I closed my eyes, leaning my head back on the wall, moaning softly and feeling my chest rise and fall heavily. She smirked against my neck, letting her teeth move across my skin again.

I felt dazed. My eyes were squeezed shut. My mind was reeling. She had me to the point where I just wanted to beg her to finish it off, get me to my peak and just let me settle. But no. She was trying to drag this out and distract me. I knew that's what she was doing.

Her fingers moved easily through slick sensitive areas; I knew because I could feel myself tensing when she did. It was totally different when someone else did something that you were so used to doing on your own. And it was invigorating to have your walls contract around something different, having your moans mingle with those that you had only dreamed about, once upon a time... Carly moaned with me, pressing chaste kisses against my lips to muffle my noises and not disturb anyone who might be perverted and listening, like a stewardess.

I know she wanted me to be the screamer we both know that I could be, but not here, not now. It would attract too much attention to us, and that's not what we wanted right now. She brought me down off of my emotional and physical high. She took her hand from my pants, licked her fingers, and pressed a kiss against my lips. I wrinkled my nose but smiled against her lips. I could tell she wanted something too, but we couldn't risk it now. We were gone long enough as it is. Michael would get suspicious, if he wasn't already. Stupid boys.

She washed her hands in the small sink and dried them with ease. She helped me fix my hair so I looked semi-presentable, not like I was just gently fucked in the bathroom by my not-so-single best friend. Once we seemed to be fine, she opened the door and pulled me out into the small corridor. We were smiling; she was giggling softly.

She pulled us back to our seats. Sure enough, her boyfriend was sleeping. She slipped into her seat and I sat down in mind, buckling my seat belt. No one knew why we had been in the bathroom for so long. It was in silent agreement that if anyone asked, one of us would make up a story and the other would just go along with it. That worked out best for us, most of the time.

Moments after we made it back to our seats, the fasten seat belts light flickered on and she blinked. The pilot came on and told us we had hit a patch of turbulence, which meant some disagreeing weather or something, and we would be landing within the hour. Michael was sleeping still, so she buckled his seat belt for him. The whole time there was turbulence, she held my hand, our fingers laced. Our plane landed in less than an hour. The pilot came onto the loud speaker again, which coaxed Michael to wake up. That's when Carly released my hand and laced her other hand with his. It made me sick inside.

"Welcome to Madrid!" The pilot cheerfully offered, but all I could hear coming out of his mouth was "Welcome to Hell;" oddly enough, I was looking forward to this trip.

A/N: I like reviews. I like them a lot, especially when I have a massive headache and I'm congested and I feel like shit.