Five Weeks to I Love You

by AllKindsOfFanfiction

Creddie story covering the five weeks between the end of 3x03 and the end of 3x04. A look at Carly and Freddie as they adjust to being a couple in a private bubble.

6. Chapter 6

A/N: My longest chapter so far, it didn't go the way I expected, but Carly gets to do a little parenting in this chapter. Milicent, not Spencer… She's between 12 and 13 wink wink.

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The sun came brightly through the window the next morning. Carly and Freddie had moved positions in their sleep, she was lying on top of him. Her arms stretched out on either side of the bed, his arms resting above his head. Carly let out a sharp breath, jolting suddenly from sleep.

"Stupid sleep apnea." She muttered irritated after gaining her breath again. Excessive snoring was her most common symptom, but Carly's sleep apnea also caused her to wake up gasping for air. She sighed into Freddie's forehead. "It's a good thing he is taller than me otherwise we might have lost our virginity in our sleep." She whispered in quiet amusement before kissing his forehead softly. Freddie began to stir.

Nothing in his life could have prepared Freddie Benson for the feeling of waking up with Carly Shay, much less both of them waking up naked with her clumsily on top of him.

"Good morning beautiful," Freddie said sleepily.

"Good morning handsome, I guess I rolled on top of you in the middle of the night," Carly said softly.

"That's okay it's quite comfortable underneath you, if you didn't already know." He said with a playful grin.

"Can I spoil you this morning?" She asked excitedly.

"You mean you haven't been doing that already?" He asked surprised.

"No, I don't think so, All I've done is talk you to death for the last four days, I want to be a loving girlfriend for once." She said apologizing to him.

"Again… You don't think you've been doing that?" He asked frowning. She shook her head. "Alright well if you insist." He shrugged.

"Yay!" Carly bounded off her bed quickly as a jackrabbit. I'll cook breakfast. She said happily putting on the robe that she discarded last night. "Did you want something specific?" She asked turning back to him with a smile.

"Well, I do, but it's not food." Freddie slowly smiled at her.

Carly went back to him leaning in for a kiss, but pulled away, one hand holding his cheek. She confessed sheepishly. "No, I can't be naughty on an empty stomach, and trust me…a rumbly in my tumbly would only kill a naughty mood."

"Okay, my little Pooh Bear, but maybe later I'll steal your honey." He said playfully.

Carly rolled her eyes. "I'd say you're ruining Winnie the Pooh, but some idiot made a horror movie about him so a dirty joke is nothing." She said dryly. "What's next murderous Mickey Mouse…" She shook her head at such ridiculousness.

Freddie laughed. The copyright on the original version of the mouse is supposed to expire come 2024 so that could happen, babe." He shrugged."You're joking!" She said in disbelief.

"I'm not, the original black and white drawing of the mouse could be public domain when the New Year rolls around." He said casually.

"I don't know what that means." She shrugged.

"That means something is fair game for anyone on or off the internet, even if it came from someone who became a big company," Freddie explained.

"It's amazing how often you teach me stuff." Carly mused.

"I learn stuff from you too you know, like how to be on camera and how to dress confidently. If it weren't for you, my mom might still be clothes shopping for me." He said earnestly.

"Glad I could help. Now help me and tell me what you want for breakfast." Carly said cheerfully.

"I'll have whatever you're having." He said casually.

"French toast it is then!" Carly said brightly.

"I'm going to get dressed." He said smiling at her, as she left the room for the kitchen.

Freddie was pleased to see that she woke up in such a great mood this morning because he loved being reminded of Carly's childlike free spirit. Most people left their youthful innocence behind but not Carly Shay. She always managed to hold onto that even into adulthood. That was what made her so special and one of the qualities that Freddie was most attracted to about her personality. He found himself getting lost in these pleasant thoughts as he showered and got dressed before joining Carly who had just finished cooking breakfast.

"Perfect timing!" She said. Here you go, I might not be able to cook a fancy dinner but I can handle breakfast food, probably the one thing I learned in Italy that stuck." She said proudly.

"It smells great babe." He said sitting down at the kitchen table.

"I added cinnamon and sugar." She said waiting for his opinion on the taste.

"Best French toast I've ever had." He told her honestly.

"Yay!" Carly said happily. They sat in silence for a little while until Carly spoke again. "I've been thinking we should widen our Icarly segments. Your enthusiasm when you talk all techie makes it interesting for people like me." She said thoughtfully.

"Like tech tips for dummies?" He asked uncertainly.

"Yeah, you could help a lot of tech-illiterate fans doing with segments like that." Carly encouraged cheerfully.

"Someone's gotta work the camera." He reminded softly.

"I'll do it I've done it here and there as kids already anyway." Carly assured.

"Alright, we can work on adding that segment this weekend and have it ready for next week." Freddie's phone rang abruptly. "It's Millicent, she should be in school." He said in concern answering the phone. "What's wrong Milicent, shouldn't you be in class?" He asked.

She sounded subdued. "I was, I excused mysel."

"Did you throw up, are you sick?" He asked quickly. The question drew Carly's full attention and she raised her eyebrows in concern. "Milicent?" He was quizzical.

"Can you just put Carly on the phone?" It was a last minute decision on her part.

"Yeah…sure, hold on." That was the biggest clue that something was wrong, as Milicent never seek Carly out to have a conversation with her. "She wants to talk to you." He whispered to Carly.

Carly was surprised but accepted the phone. "Millicent what's—yeah I can but wouldn't you rather—okay okay. I'll be there as soon as I can." She assured before ending the call.

"What was that about?" Freddie asked hopefully.

"She wouldn't say she just wants me to pick her up and bring her home," Carly frowned. "But I think I know what's going on, but for now I'm just going to bring her home, no sense worrying until I find out what happened." She said gently seeing the worry on his face.

"Take my car." He said, thankful that he always kept his keys with him no matter where he was. When he came back from retrieving them, he sounded sad. "I thought we were getting closer." He sighed.

"I don't think her not telling you what's happened has anything to do with you being a bad dad, because you're not. "I'll be back soon," She said calmly.

Carly was fairly certain that Millicent turning to her for help was because she had gotten her first period. At 12 going on 13, she was right around the age where that would occur, Carly had been a little later going on 14, and with the more than awkward memory of her first period firmly in her mind, she could totally relate to the feeling of anxiety and embarrassment Milicent was feeling at the sudden occurrence and vowed not to make that feeling even worse by involving Freddie, or perhaps even worse, his mother. The latter could have easily happened as Marisa had taken Millicent to school in the last few mornings at Freddie's request. Both so that he could focus on returning calls about offers for the Kevin App and also so that he didn't have to leave Carly's in a rush since they had been exploring further intimacy together this week. Thinking it better not to go looking for Milicent and accidentally cause any extra embarrassment, Carly texted from the car that she was waiting in the parking lot, and five minutes later Milicent entered the car.

"Thanks, Carly." Millicent was subdued.

"Sure thing. Does the school know that you went home for the day?" She asked.

"No, but I said I felt sick when I excused myself from class so they'll figure it out when I'm not there the rest of the day." She said clearly this was the last thing on her mind right now.

"You're not sick are you?" Carly asked delicately. "No judgment I promise." She assured seeing the panic in Milicent's eyes.

"I'm not going to throw up if that's what you mean, but I definitely don't feel good at all," Milicent said even more subdued.

"Yeah, you don't have to be puking to feel sick, it's the worst no matter what… Period." Carly glanced at Millicent to see if she reacted to the last word.

A question was her response. "Dad doesn't know, does he?" She asked quietly.

"No, but he is worried about you and thinks that he did something to upset you." Carly said calmly.

"It doesn't have anything to do with him." Millicent sighed. "It's just you were the only one I knew would understand," Millicent said evenly. "Both Dad and Grandma B would talk me to death." She shuddered at the thought.

"It could be worse, I didn't even know what was happening to me. Your grandma had to explain it to me after Spencer figured it out while he was doing my laundry." Carly said hoping that knowing this would cheer up Millicent.

"That makes me glad I don't have a brother, and I'm glad I called you." She said honestly.

"How do you feel?" She asked.

"Tired and sore…is that normal?" She asked back?

"Yeah, now this question might be gross but it's important you tell me the truth, how much blood was there?" Carly asked seriously.

"I'm not really sure…" Millicent said nervously.

"It's going to be okay, this period thing is just something us women have to deal with, you'll get used to it." Carly said gently.

"I—I wish I could talk to my mom…" Her voice wavered.

Hearing the vulnerability in Millicent's voice, Carly pulled over and stopped the car.

"I know you do and believe me I understand what you are feeling." She said calmly.

"How could you." She dismissed in disbelief.

"My mom abandoned us when I was about five or six. I don't remember the details but the point is that I have no idea where she is at all… I don't even know if Spencer or my dad know what happened to her. I couldn't bring myself to ask them anything or talk about what little I do remember of her." Carly said this all with complete disinterest clearly numb to the pain of it.

"Dad knows?" Milicent asked curiously.

Carly sighed but a somber smile crossed her face. "I haven't told him, but I'm sure he knows because his dad left when he was eleven a few months before we became next-door neighbors living at Bushwell Plaza for the last 20 years, he knows what it feels like to think a parent doesn't care about their child anymore." She finished seriously.

"If you haven't told anyone, then why tell me?" She asked.

"Because I know sometimes you feel like your mom doesn't care about you— " Carly was cut off abruptly.

"If she cared I would be taking to her and not you—no offense, but instead she's under the sea…" Millicent said with frustration.

"First, none taken… Second, my dad is in the military and usually under the sea too, or flying planes." Carly's face became quizzical. "I'm never sure what he's doing." She shook her head. "Anyway, I see him a few times a year thanks to his work in the military. It's been that way since before my mom left…" Carly was very empathetic. "You asked me why I'm telling you all these things. I'm telling you because I completely understand how you feel. There is a reason Spencer raised me, our Dad couldn't be around and Mom got to the point where she did not care enough about us to be." Carly waited hoping sharing all this personal stuff would help calm Milicent's frustration.

"You're the last person I expected to understand how I feel." Millicent honestly admitted. "But it doesn't make me feel too much better." She sighed, clearly disappointed.

"I know." Carly nodded. "Just do me a favor and cut your Mom some slack because she loves you, her daughter, very much. Carly said emotionally.

"I'll make sure I don't bring up your Mom," Milicent said seriously.

After a brief hesitation, she reached for and squeezed Carly's hand without saying a word. It was out of both sympathy and affection, of course, she wasn't going to tell her that…

The moment Carly felt Millicent grab her hand she had to stop herself from making a big deal of it. "Thank you," Carly was very happy.

"Thanks for being there for me Carly." Millicent said gratefully.

"You're welcome." They awkwardly smiled at each other before pulling their hands away. "Back on the road we go, gotta get home!" Carly started driving again and things were silent between them until Carly exclaimed suddenly. "Oh man I forgot! We have to get you products for your period. You can't come home from school every time it happens, after all, though I did use mine as an excuse to get out of gym class every time I could." She chuckled. "Not that I'm encouraging you to use it to skip a class." She added trying to seem more like a stern adult.

Millicent wasn't too keen on the idea of shopping for this kind of stuff, especially with Carly, her likely permanent stepmom, she knew that her dad had always loved Carly, which seemed ridiculous to her. She had already been getting tired of her boyfriend and loving one person for nearly her whole life just seemed laughably impossible to her.

"Aw, man, I don't know anything about this stuff and it's going to be so embarrassing shopping for it with my dad's girlfriend!" She complained with exasperation.

"Hey come on, I haven't made a big deal about this like you asked." Carly insisted defensively. "Unless of course you really want Freddie—your dad…or even worse your Grandma B taking you shopping for menstrual products?" When Milicent rolled her eyes, Carly continued recalling how mortifying her first period was all those years ago. "I've been through Marissa Benson's guide to buying menstrual products and she insisted on making sure I used them correctly," Carly said with emphasis. "I know I'm not your Mom, but trust me I'm your next best option." She said rhetorically.

"As much as I hate to admit it you are the least embarrassing shopping partner I have available…" She told Carly reluctantly.

"I'm just here to answer questions and give advice when you need me to, okay?" She assured while pulling into the parking lot of the nearest store that would have everything Milicent could potentially use during this and her future periods. "Luckily, the right store isn't that far from Ridgeway." She parked and turned off the car.

The fact is Carly fully understood the sensitivity of having to rely on someone she didn't want to in order to navigate her first period, and even though she was able to appreciate Mrs. Benson's help now, in the moment the whole thing had been very awkward for her. That was why Carly didn't want to screw up her chance to make sure that, even as a last resort, Milicent would feel comfortable turning to her for help in the future without feeling smothered, judged, or embarrassed about the situation.

"Let's get this over with then." She teased with some of her typical mocking attitude; Carly fought back a smile, leading the way as the two of them entered the store.

By the time they came out of the store with everything Milicent would be trying to figure out which was most comfortable to rely on during her future periods there was an overwhelmed look on her face.

Milicent moaned anxiously. "Puberty sucks! I'm not even used to my breasts yet and Now I have another thing to worry about! I'm so sore."

Carly was texting Freddie to let him know that they would be home soon, having just sent the message, she set down her phone, quite sympathetically. "Your breasts are still coming in, between that and the menstrual cramps from periods you are going to be sore pretty regularly until you are finished growing." Carly explained calmly.

"How long did it take for you to get used to everything," Milicent asked.

"I hated getting my period, but that's mostly because Spencer realized that it was happening before I even knew and then having to rely on your Grandma B for help." Carly sighed. "Getting boobs wasn't as bad until I was 18 and realized that my boobs wouldn't be growing any bigger." She remembered humorously.

"I already have trouble making friends at school because I'm more mature than most kids my age, that would just make things worse so I don't want that to happen." Millicent admitted nervously.

"You shouldn't be defining your life or your body by the way other people see you, I made that mistake a little too much when I was a teenager." Carly cautioned seriously.

"I won't be 13 until March." Milicent reminded her probable future stepmom with apathy. "But I get your point." There was some level of appreciation in her voice. "It's happening isn't it, this is when I have to stop being a kid?" Milicent lamented quietly.

Carly considered the question. "I mean sure your body is maturing and you're growing into a young woman but that doesn't mean have to stop acting like a kid, it hasn't stopped me." She finished humorously.

"Well, I'm in trouble if I start following your example." Milicent finished sarcastically.

Carly smirked. "It's a good thing Sam moved away, something tells me she would have been a horrible influence on you." She said rolling her eyes.

Milicent was curious. "That's the girl who used to co-host Icarly with you back when 'web shows' were a thing, I saw her in some of the photos on the memory lane arch,"

"Yeah, Sam was my best friend when I was around your age," Carly told her.

"You're not anymore?" Millicent asked.

"No, not really, it's been a year or two since we texted and around five years since Sam was even in Seattle." Carly shrugged.

"I don't get it." She was puzzled.

"The older we got the more we drifted apart." She said with no emotion at all.

Carly wanted to be sad about her non existent relationship with Sam, but apathy was the best she could manage. No anger, no sadness, not even interest or curiosity…just indifference.

"What if you and Dad end up like that," Milicent said with tension in her voice. Carly had just started the car, but this question made her laugh. "Don't laugh at me!" Milicent said sharply.

"Oh sweetie no." She saw the worry and anger on her face. "Freddie—your dad and I, " Carly amended. "If you don't trust anything I say for the rest of your life that's fine, but trust what I'm about to say," Carly shifted in her seat looking right at her. "There's nothing that could make your father and I drift apart…ever." When she only shook her head, Carly grabbed her shoulders gently forcing eye contact with her. "Milicent, I promise, no matter what you are stuck with me." It was a quiet, serious declaration.

Milicent looked very vulnerable. "I can't take another broken family." She whispered.

"That's not something you ever need to be afraid of," Carly took the chance and hugged Milicent, knowing that she must really be worried because there was no rejection. I know it's the last thing you want but I will be your stepmom someday." Carly said gently to her.

"I guess that wouldn't be the worst thing in the world…" Milicent whispered so quietly that it was just barely audible, Carly said nothing knowing that Milicent would put her walls up again, instead, Carly acknowledged her words by hugging a little more tightly.

"Can we go home now?" She said bluntly, breaking the hug.

"Yeah, Freddie is probably worried." Carly agreed, starting the car and driving again. "I haven't told him anything specific." She added. "But he should know what's going on with you."

"No, he'll just embarrass me." Milicent whined anxiously. "I asked you for help because I knew you would take it seriously. Anyone else would meltdown because it's my first period, but you are only having an internal meltdown that I asked you for help and that's a lot easier for me to tolerate I guess." She said bluntly.

"From hated to tolerated, I'll take it," Carly said proudly. "But at the risk of losing my progress with you, Freddie is the sort of person that just wants the people that he cares about to know that they can always count on him." She said seriously. "Right now he is worried that he did something to push you away." Carly quickly glanced at Milicent waiting to hear her response.

"He hasn't done anything, I just don't want to talk to him about it that's all. You can tell him what's going on I guess, as long as I don't have to be there." Millicent pleaded.

"If that's what's more comfortable for you, of course I can." Carly reassured her calmly.

"Thanks…" Milicent said hastily, she spent the rest of the ride home in silence and eventually fell asleep.

Meanwhile, Freddie grew more and more anxious as time passed, he was pacing back and forth, waiting for the door to open when Carly re-entered the apartment.

"You can relax." She announced calmly.

"Where is she what happened?" He asked nervously meeting Carly's embrace.

"She is in bed sleeping, she's very tired." Carly led Freddie onto the couch. "I was permitted to tell you whats going on, she's not comfortable talking about it with you or anyone else—except me…apparently. I don't know how I made it happen but she can tolerate me now!" Carly said cheerfully.

"That's great, but let's focus on why she called for help and then later on I'll try to deal with the fact that she doesn't want mine," Freddie said seriously.

"There's a reason she didn't want your help and it's got nothing to do with you." Carly assured him.

"That makes literally no sense." Freddie insisted.

"Freddie, Millicent got her first period." Carly said bluntly. "Are you okay?"

He had a puzzled expression. "How she's only 12, you didn't get yours until 14?"

"Yeah, but how did you know that, I never said anything," Carly said raising her eyebrows.

"Well, that's kinda the reason I inadvertently found out that you were on your period." He blushed nervously at her. "You were absent several days in a row and I tried to come to see you but you were in no mood to talk to anyone and so I asked Spencer if anything serious was going on with you and he whispered 'lady issues' like he was afraid of you and then I asked my mom what lady issues were and she told me. After that it wasn't hard to figure out that you were on your period. I was relieved that it had nothing to do with me, but I shouldn't have known in the first place but I spiraled because I thought it was all my fault."

"You knew what I was going through and kept it to yourself." Carly was moved by his story. "I should be mad at you but my heart wouldn't be in it, "Nobody has ever shown me that much respect." She was extremely grateful and melted into his chest smiling.

Carly felt a deep rush of affection for Freddie now that she knew his worry over, and more importantly, the respect he showed by keeping her privacy (which her own brother failed to do) while Carly came to terms with getting her first period all those years ago.

what was I going to do pull you aside at school and whisper: Hey, I know you just started getting your period, I hope it's going alright." Freddie shook his head. "But…"

"That's a lot harder for you with Millicent but she is your daughter so that makes complete sense," Carly said sympathetically.

"It's more than that I don't understand what Milicent wants or needs—not like I understand you. I don't know what to do about that." Freddie sighed.

"Milicent is afraid that you and I will break up and drift apart," Carly said sympathetically.

"Did she say that?" He asked frowning.

Carly frowned. "Not specifically no; but 'I can't handle another broken family' says a lot about what is going on in her head."

"Millicent…" Freddie was sympathetic and subdued.

"I know that she doesn't have your DNA, but she is worried that she won't ever get what she wants the most—just like you used to be." Carly smiled sadly.

He sighed discouraged. "Everyday I realize that I hardly know her, I thought by now that I would understand her and she would trust me."

Carly explained softly, understanding more than a few things about female adolescence "At her age, girls don't want to feel like we're being judged or lectured, especially during puberty when we're getting breasts and periods and adjusting to our emotions being all over the place once a month. I think because she isn't that close to me it helped." The relatable empathy she felt for Millicent was clear in the tone of her words.

"I want to do something so that she knows that she can talk to me about anything." He admitted quietly.

Carly calmly reminded him, "I know but until she is ready to come to you the best thing you do is exactly what you did when Spencer clueless blabbed that I was dealing with my first period—don't say anything." She looked serious. "Oh and don't take it personally if she's never ready to come to you about this sort of stuff." Carly told him delicately. "That doesn't mean you are a bad father, Freddie!" She added knowing that is what he was telling himself. "I know you're bummed but if she didn't trust us deep down, I wouldn't be having this conversation with you at all because she wouldn't have talked to me and or said I could tell you." Carly reminded calmly with a consoling smile.

"I'm just worried about her." He sighed.

Carly snuggled into Freddie closely. "I know, but other than being tired from cramps and the bleeding making her a little anxious Milicent is mostly okay." She assured while holding the back of his head gently in both hands.

"Mostly?" He asked with a frown.

"Well, she definitely wishes Gwen was around so she could talk with her mom instead of me," Carly said sympathetically.

Freddie sighed in mild frustration. "She is working with an underwater expedition team as the team lead, she can't just drop everything, it would inconvenience the entire team."

"I'm sure deep down she knows that, but her mom isn't around, and no matter how much she says otherwise, a daughter wants her mom around during puberty." Carly gave a sharp exhale that was a barely audible sob.

"I know." Freddie suspected that Carly was thinking about her own mother but in keeping with his mental vow to never breach that topic unless Carly did, he paid it no mind, instead focusing on his maturing daughter. "We should check on Milicent," Carly nodded in agreement.

Freddie had to admit that moving back in with his mother after his second divorce and failed startup had depressed him a great deal, to the point that he had considered asking Carly if they could move in together but trying to be roommates with the girl he had always been in love with would have been torture and he also did not want to put the pressure of helping raise an adolescent on Carly. Recently, however, his mind had begun to think about what it would look like if they were a family unit living all by themselves with the addition of a biological child or children that came from Carly and Freddie together. Yes, Creddie's babies would be the greatest joy of his life, but Freddie knew he was getting way too ahead of himself.

"Earth to Freddie?" Carly said, her voice pulling him from his thoughts. "We should put all this away.

"Wow, that's a lot of stuff for periods." He said looking at the three full bags on the kitchen table.

"Better to have too much than not enough…" She said seriously. "You're not freaking out are you because you seem distracted?" Carly was more amused than concerned.

"No, I'm just surprised?" He said.

Carly was quite serious in response. "Tampons get most of the marketing, but the truth is it's always best to have everything to choose from. Not having the right products to deal with a heavy period is the worst. I may have gone overboard but I wanted her to be prepared for her periods in the future." She confessed worrisomely.

"I'm getting major stepmom vibes from you Carls." He told her with tempered enthusiasm.

Carly smiled and blushed at the implication of Freddie's teasing. "Let's put these away and then we can go check on Milicent." She told him playfully hitting his arm before kissing him and then shaking her head with amusement, Freddie nodded smiling at Carly.

Together they quietly put everything away, stocking it in the bathroom for future use, once they were done the two of them stood in the doorway of Millicent's room. The young adolescent was on her side sleeping with her hands under her face.

"I change my mind." He told her in a whisper leaning against the doorway and watching his not-so-little girl sleep. I'm glad we didn't keep dating in high school, Milicent is worth that." Freddie was emotional. "I should wake her up I would hate for her to sleep through lunch." He finished calmly.

"Hey," Carly gently held his arm to grab Freddie's attention. "A girl first period is exhausting to deal with not just physically but emotionally. You should let her sleep." She said whispered calmly. "Let's go to your room for a change," Carly says tilting her head and smiling.

"Okay." He agrees as she grabs Freddie's hand taking him eagerly with her.

Now aIt had been many years since Carly spent any real time in Freddie's room with him the further they grew into adults because it became much harder to ignore her romantic feelings for Freddie. Not that this inadvertent boundary affected their friendship at all but she definitely found her early twenties an important reminder that freely entering, let alone staying in his room was too big of a temptation. That was especially true as he began dating and then married his first ex-wife and laterGwen. Something about setting foot into his room while he was in serious relationships with other women just made Carly feel like she would tempt fate, but now she was the one in a serious relationship with Freddie which meant setting foot in his room felt as right as it had after he jumped in front of that taco truck and saved her life.

"You haven't changed your room at all." She said as she looked around surprised.

"Not everyone redecorates you know." He rhetorically reminded her.

"I know I just wasn't expecting everything to be exactly the same." Carly continued looking around the room until she spotted his closet door. "Wait, is it still— " She eagerly ran over opening it to check the inside. "It's here!" She laughed. "I can't believe you still have this huge blown-up picture of me on your closet door!" Carly shakes her head smiling bashfully at the old teenage photo of herself.

"I've been meaning to get have that signed for over ten years," Freddie said playfully.

Carly went to his desk and grabbed a pen, returning to the picture, "No peaking and you can't look until you're in here alone." She insisted sternly before signing a message on the picture and then closing the closet door carefully to hide what she had written.

"You can't pique my curiosity and then leave me unsatisfied. He protested bluntly.

"I know." She said closing the distance between them but then walking past him to shut the door. "Come here you." She said softly grabbing his hand again leading him onto the bed and sitting down too.

"Do you mind if I ask you something?" He questioned calmly.

"Hmm?" She asked.

"It's not a bad thing." He continued calmly. "There is this thing that you have been doing since we were little." Freddie looked sheepish now. "Back then I never thought about it but you're still doing it all these years later and I guess my curiosity has finally gotten the best of me." He admitted shyly.

"Ohh, you mean you know something about me that I might not?" She asked with interest and curiosity.

"Well, when you want to show me something or take me anywhere you always grab my hand and pull me along with you." He said looking puzzled.

"Oh, that." She blushed. "It's really silly." Carly said looking at Freddie with a sheepish smile.

"What?" He eagerly asked her.

"So you remember when we met at the park and you told me that other kids bullied you?" He nodded and she continued. "Well, I thought that if I always took your hand and walked in front of you I could knock anyone down who tried to hurt you. It was my tiny little brain's way of trying to make sure that nobody hurt." Carly admitted shyly. "I was trying to protect my only friend, my Freddie…" She said quiet and emotional. "I guess at some point it became a permanent habit because I don't even have to think about it anymore." She pushed him gently to lay down on his bed meeting his eyes.

"You have a staggeringly kind soul Carly Shay. All I can say is thank you." Freddie said on the verge of tears.

"Come on, I'm nothing that special." She was emotional and dismissive. "I'm just Carly. "But I was happy today because I actually heard Millicent tell me that it wouldn't be the worst thing in the world if I were her stepmom," Carly confessed with a grin, yet downplaying this with a wave of her hand. "But I'm sure she was just being nice because I was there for her." Carly reasoned with a dismissive shrug.

Freddie shook his head. "Don't sell yourself short Carly. Milicent doesn't ask people for help unless she trusts and respects their advice." He gave her a reassuring smile.

"I guess you're right." Carly yawned. "My sleep apnea woke me up before I was ready and I couldn't go back to sleep this morning…" She muttered. "So I need some sleep too." She admitted yawning again.

"Sounds good babe." He said sympathetically as his fingers moved slowly through her hair.

"I'll never get tired of hearing that." Carly said affectionately, closing her eyes.

"I never get tired of saying that." Freddie said softly and then he closed his eyes too.

Carly and Freddie woke up sometime later drowsy but refreshed. It definitely felt like a few hours had passed. Not that Carly minded she was just grateful not to have been jolted awake from her sleep apnea this time.

"How long were we asleep?" Carly muttered lazily.

"Not long enough." Freddie moaned in protest.

Carly turned her head looking at the clock on Freddie's nightstand. "Try almost three hours…"

"Still not long enough." He grumbled.

Carly turned her head back to Freddie watching him sympathetically. "You get up when you're ready, Freddie—hey that rhymed!" She mused. "Anyway, I'm going to see how Milicent is doing."

"I'll find you once I can force myself to get out of bed…" He mumbled quietly to her.

"You have been busy the last few days trying to sell the Kevin App, and besides that, last night in particular I talked you to death." She kissed him softly on the head, he murmured his appreciation.

Getting up, Carly remembered the old picture of herself inside his closet door and opened it in the hopes that once Freddie was awake he would see the love note that she autographed it with.

For my hero, my best friend, and the best most wonderful boyfriend in the whole world, I love you, my Freddie. …

Carly also had done the most sappy thing ever and drew a heart under her love note writing their names inside the heart. No matter how juvenile it was she was proud of it. Sure, she wasn't ready to say out loud that she loved Freddie, but she'd admitted to herself, and even wrote it to him here on this old picture of her younger self. It's progress, baby steps…but for now, she left Freddie's room smiling through both her cheeks.

"Now for Milicent." Carly checked her room and the bathroom. "She must be up and watching TV or something." Carly reasoned as she continued down the hall.

Carly made her way into the living room and sure enough, there was Milicent curled up on the couch half-heartedly watching TV.

"Can I join you?" Carly asked tentatively.

"It's a free country," Milicent muttered.

"How are you feeling?" Carly asked with concern.

"Fat, gross, and embarrassed." She said dully.

Carly recognized these feelings all too well when dealing with her first period all those years ago.

Carly was sympathetic. "First, you are not fat. Second feeling gross and embarrassed is normal until you get used to being on your period."

"How did you get used to it?" Milicent asked desperately.

Carly laughed sadly. "There is no getting used to it because it's never exactly the same each time. The best you can do is figure out your cycle and plan ahead so you're as comfortable as possible. That's why I took you shopping this morning."

"I can't believe that you spent so much money, and on me. Why would you do that, I haven't given you any reason to?" Millicent was clearly confused.

"Milicent you're the most important person in Freddie's life, but he is the most important person in mine which means that you are important to me too," Carly told her seriously. Milicent grinned broadly. "What's that look for?" Carly asked her in amusement.

"You just admitted that I'm the most important person in Dad's life and not you." Milicent teased eagerly.

In truth, Carly thought that it would forever be a first-place tie, but she wanted Milicent to cheer up so she chose to leave it alone and give her the win.

"I met my match." Carly acknowledged in a convincing 'I can't possibly compete with you' voice.

"It's weird when you're nice to me," Milicent told her awkwardly.

"Then we're even since it's weird when you are nice to me." Carly agreed with her chuckling nervously. "What are you watching?" She asked casually.

"The Office…but it's just background noise…" Milicent dismissed.

"Something on your mind snug-bug?" She asked automatically channeling her father.

"Yeah…Why you just called me…snug bug?" Milicent said slowly.

"Oh…my Dad has been calling me that since I was little. I guess it seemed like a snug-bug moment since you're not really acting like yourself." Carly explained shyly.

"And you're saying that's your personal nickname for me." She asked curiously.

"Do you want it to be?" Carly asked curious herself.

Millicent looked puzzled for a moment as if considering the older influencers question seriously. "Not in public." She says bluntly, her tone that of a big sister talking to her clingy younger sister.

"Fair enough. Now there is obviously something on your mind? What is it?" She encouraged.

"Nothing…" The young adolescent dismissed.

"Millicent…" Carly said in a serious but gentle tone.

She sighed. "I don't trust you with my dad, I want to feel that way but…" Milicent trailed off.

The bottom dropped out of Carly's stomach. She had always wondered how much Milicent knew or suspected about their complicated romantic history, she clearly had put something together in the immediate aftermath of Freddie's returning home following his Italy argument with Carly.

"How much do you know?" Carly asked calmly.

"Just that you broke his heart in Italy." She stated bluntly.

"And you're worried I'll do that again," Carly said with a knowing expression.

Milicent sounded frustrated. "History is working against you Carly, for some reason, Dad has always wanted to be with you, I just don't understand why you rejected him for so many years."

"That's a long story." Carly admitted rather subdued.

"I'm old enough to know!" Milicent insisted impatiently.

Carly was saved from having to respond as Freddie's voice cut into the conversation. "No, you are not." He said sternly, Freddie had entered the room after briefly watching from afar.

"But— "

"No."

"But you apologize for her too much dad, she does not even—

Freddie's voice was unusually stern. "I wouldn't finish that sentence Millicent Mitchel."

"If I don't protect you who will! You always let everyone walk all over you." Millicent said emotionally.

Freddie sat down on Millicent's other side, softening his voice. "That's not your job and anyway, you only know puppy love. Real love is more complicated than that."

"But why? Why do you trust her when she has given you every reason not to?" She insisted asking.

He sighed, "I know I probably seem naïve to you, you're a lot more perceptive than other people your age and I know that I didn't know what I was doing back then but I do now so you don't need to worry about me and you don't need to worry about Carly hurting me again. We worked all that stuff out already." Freddie assured Millicent calmly.

"I don't believe her." Millicent said bluntly. Freddie sighed deeply unsure how to respond.

"What can I do to convince you?" Carly asked softly.

Freddie glanced at Carly shaking his head. "You don't owe her anything, Carly."

Carly shook her head dismissively. "It's alright, I knew that I would have to answer to your daughter for my stupidity over you." She turned her head back to Milicent and sighed. "I wish I could tell you that I always knew but I didn't and I can't pretend otherwise. Not until your Dad saved my life." She smiled at Freddie. "I'm not the most observant person but that changed everything for me," Carly told her seriously.

"Then why did it still take you this long?" Milicent asked anxiously.

"We'd be here for hours and hours trying to explain why it took us so long to be together." Freddie's face looked drained from discussing the past. "Besides, I want to talk to you about your mom, I know you want her around but you need to be more respectful. Without her job, you likely wouldn't have an education. My tech ventures don't usually work out and I'm not skilled at mundane jobs to support you. Your mom loves you more than anything in the world." He took her hand with a serious look on his face. "She would have to because she let me adopt you and learn on the fly how to do be a parent, something I am barely cut out for." Freddie finished bluntly.

"I'd rather be poor and have my mom around than have to turn to Carly for help with my period!" Milicent said angrily.

Freddie was losing his patience now. "Maybe you should try being a little more grateful. Some parents abandon their children without a second thought."

"Like your father!" She said sharply.

"Milicent!" He yelled.

"Come on, admit it! I'm the biggest regret of your life and at some point, you're going to have a kid with her and forget all about me or she is just going to leave because she is never sure about anything; I don't want to have to live on a boat!" Milicent yelled running off in tears.

Freddie made to get up from the couch, but Carly stopped him shaking her head. "Don't go after her. I'll check on her in a few minutes."

"She doesn't understand," Freddie said in frustration.

Carly smiled sadly. "Of course she understands she is to smart not to understand." She sighed. "But she just got her first period and she wants to turn to Gwen but she can't."

"That's no excuse for her behavior, I don't care what she says about me but I'm not about to let her disrespect you and Gwen." Freddie said bluntly.

"You don't need to worry about me," Carly dismissed shaking her head. "I've been dealing with Nevel Papperman for years and years. Compared to that Millicent is a walk in the park." She said with a exaggerated nonchalance.

He was subdued. "Why would she say things like especially after you dropped everything to help her today?"

"All she wants is Gwen because that's her mom, understanding why she isn't around doesn't make it any easier, especially when she probably feels like I'm replacing Gwen." Carly sighed sadly.

"She doesn't really believe that does she!" Freddie asked with exasperation.

"Of course not but she feels alone or at least that's what she's terrified of," Carly said sympathetically.

"But she isn't— "

"But that's how she feels right now and I'm sure getting her first period has brought out all of her suppressed emotions which doesn't help." Carly said empathetically.

"I don't know what to do?" He said dejectedly.

"Right now I think she just thinks that I'm another woman who broke your heart, another case of swept up romance that's going to fall apart when things get difficult." Her tone was serious.

"She is not going to listen to me right now." Freddie shook his head.

"I think I can get through to her so she understands our history." Carly assured.

"Be my guest, I'll make lunch." He said quietly. "and maybe rethink my ability to be a father." The tone of his voice was self critical and he left the room giving Carly a very subdued kiss with her frowning after him.

As expected Millicent's bedroom door was closed, Carly knocked. "Millicent…"

"Go away Carly!" She yelled angrily.

Carly wasn't going anywhere and thankfully Sam had taught her how to jimmy a lock, or rather, she had watched Sam on numerous occasions. "Thankfully she still had her credit card in her pocket from shopping with earlier… It took a few minutes of quiet tinkering but eventually Carly unlocked the bedroom door.

"Got it." She muttered under her breath putting her card away, then she opened the door much to Milicent's surprise.

"I told you to go away how did you get in here." She asked offended.

Carly's tone was calm but tense. "I'm sneaky but you wouldn't know that because you keep underestimating me!"

"Whatever, I'm not talking to you!" Milicent spat sharply.

"You don't have to talk but you are sure as hell going to listen to me," Carly said bluntly.

"I don't have to listen to you you are not my mom." She said angrily.

"You are absolutely right I'm not your mom." Carly agreed bluntly. "I already know you don't like me very much." She said.

"Does that hurt your feelings?" She asked mockingly.

"It's not my feelings that you need to worry about, your going to apologize to Freddie, after you listen to what I have to say," Carly said in a voice of forced calm.

"No, just because he adopted me that doesn't make him my father. He is so annoying!" Milicent said harshly.

Carly quickly felt her patience fraying. "Milicent, if you keep being disrespectful to Freddie you will find out how mad I can get." Her tone was a voice of forced calm. She was eying Milicent with a look that said: Keep pushing that button and find out what happens…

"Oh please you don't scare me at all, he's being selfish." She scoffed.

Insulting Freddie shattered what remained of Carly's patience snapped. "Don't…you…dare!" Her tone had turned low and threatening.

Millicent's eyes widened in shock as Carly's raw anger gave way to bitter frustration. "You don't get to be mad!" Milicent said looking indignant.

Carly's voice shook with emotion as she tried to control her anger. "I really…really hate when Freddie is upset or depressed…" She warned sharply. "I know you miss your mom but he doesn't deserve to be treated like he doesn't care about you, because he does." There is unwavering conviction in her words.

"That's such a lie!" She laughs derisively. "Just leave!"

The restraint Carly had been showing shattered to pieces. She slammed the door shut. "SHUT UP!" It was shrill and abrupt but Carly didn't not care. Millicent pushed the wrong button too many times and that button was mistreating Freddie. "What's the matter, you didn't think I get mad?" She spat.

"Uh— "

"I said shut up!" Carly was pacing back and forth in her rage. "You really don't have any clue how good you've got it with Freddie as a dad or a person. All he ever does is try to make the people he cares about happy and I will not let you keep being such an ungrateful little brat!" Milicent rolled her eyes impatiently. "Don't you roll your eyes at me, Milicent Mitchell! I have been nothing but nice to you all day and then you turn around and make Freddie feel like a horrible father." She said angrily.

"Whatever," Milicent said bitterly.

Carly was sharp with her anger now. "You can be mean to me all you want but Freddie deserves your respect so you're going to apologize!"

"Why should I, nobody cares my feelings." She said moodily.

Carly's anger was laced with pity now. "Is that really what you think?"

"You and Dad are yelling at me, and Mom is never around when I really need her, what else am I supposed to think?" She said bursting into tears.

Like flipping a switch Carly's anger evaporated on the spot. "Millicent…" She said calmly. "Freddie picked you, of course, he cares about how you feel, and so does your mom and I do too." She sighed. That's why I dropped everything to help you today," Carly was gentle but serious. "but if there is one thing that makes me very angry it's when people insult Freddie and make him feel worthless." Carly's expression was stern. "I don't care how frustrated you are that is not okay, and I will yell at you every time understand."

Milicent knew just by the fact that Carly's voice still lacked any of its usual perkiness that this was a non-negotiable issue.

"I didn't mean to make Dad feel so bad," Milicent said remorsefully.

Carly sat down on the bed. "I know that Millicent." She put her arm around her. "I'm sorry I yelled at you but I would do it again because Freddie loves you, you're very lucky." She was emotional now. "His father chose gambling over his own son, and as much as his mother means well, the Marissa Benson you know, she wasn't like that when we were kids…"

"That's not my fault, I feel like I'm talking to a wall lately and I'm tired of it." She admitted confused.

Carly sighed subdued. "I know, but Freddie is the last person who deserves to feel like he's a bad father, because all it does is make him remember how bad his father was."

Millicent sighed. "I don't understand what you're trying to say, Carly."

"We're all just trying to figure out this parenting thing on the fly.

"That's obvious." Millicent said sarcastically. They both laughed for the first time since their respective angry outbursts.

"The point is I would much rather you take all your anger out on me. Not that I expect you to stop being the queen of sarcasm or using that blunt sense of humor." Carly assured gently.

"But?" She asked knowingly.

"I need you to start trusting me with Freddie's heart Millicent, I'm not going to break it. I'm not going to leave and Freddie and I are not going to forget about you, you're mother is not going to forget about you. Our entire dysfunctional family isn't going to forget about you." Carly said seriously.

"How do I know you're telling the truth, about not breaking dad's heart again." Milicent asked seriously.

"Because I can't live without him, life without Freddie would kill me." Carly admitted in a voice full of fear and vulnerability.

"That's just a sappy cliché you hear in a movie. Besides, if it were true my mom would have died too when my real dad died..." She trailed off.

"Mothers are much stronger, like your mom. You kept her going after your biological dad passed away." Carly said affectionately. "But me, I'm weak like my mother. Freddie is what makes me strong and keeps me going. I would die without him, I almost did." She shivered at the memory.

"You're not talking about that stupid Italy fight or when he left for three weeks with Pearl…are you?"

Carly shook her head. "No, I'm not. I mean this quite literally." She sighed. "When we were a few years older than you are now, the three of us were outside filming a segment for icarly… I didn't even see or hear the taco truck coming as I was crossing the street, it would have killed me, but Freddie pushed me out of the way. I think the only reason he is not dead is because the truck didn't hit him head-on, but he broke an arm and a leg and was injured for at least a week…"

"I wondered why he had a broken leg in one of the memory lane photos." Milicent recalled with a shocked face.

"I still remember the sound of the breaks as the truck screeched to a halt, he was so still that I thought he stopped breathing, and I stopped breathing too." Carly was crying now. "I'd never been so scared, and then so relieved to hear the sound of voice again." She said composing herself.

Millicent wasn't anymore used to crying Carly than she was angry Carly. "Um I'm honestly sorry I asked." She said, feeling as though she had been punched so hard that it knocked the air out of her lungs.

"I've almost lost him in more than one way over the years and that's the one that almost killed me so if it actually happened, if he was gone. I would die I know I would." Carly let out a breath that physically hurt.

"I would be cruel if I didn't trust you after that story." Milicent said with an awkward but reassuring smile.

Carly abruptly pulled Milicent into a very emotional hug. "Thank you…snug bug."

"Yeah yeah…I think I'm not the only one on her period here." Milicent teased dryly, and they both laughed again.

"Let's go see your Dad, he was making lunch." Carly said getting up to open the door. "And I'm not on my period, but I put away everything we bought at the store in the bathroom—you're fully stocked for several months." She assured with a small smile.

"I forgot to do that, thanks Carly, for being there for me today." Millicent said gracefully. "I'm going to try to be better, to you and Dad." She added remorsefully.

"You're welcome. Now come on I'm starving." Carly shut the door as they left the room. That went pretty well for on-the-fly parenting. Carly thought with a satisfied smile.

Freddie had lunch ready and waiting when both girls entered the kitchen, it seemed that he had been cooking to distract himself but there was no getting away from his unresolved tension with Milicent.

"I figured that comfort food would help you feel better. I know you're going through a lot and I can't do anything about it but that doesn't mean I don't care." He said with an awkward but hopeful smile.

Carly filled the silence between father and daughter with her usual awkward perky comment. "Grilled Cheese and Ramen, I lived on this kind of food being raised by Spencer!"

"It's cute how you think you can make situations less awkward just through over-the-top enthusiasm," Milicent said as if praising a small child for trying their best. Carly rolled her eyes at Milicent

"Thanks for making lunch babe." She gave Freddie a quick kiss.

"I thought we could all eat together." He said embracing Carly and glancing nervously at his daughter.

"That's a great idea!" Carly said cheerfully, while also staring intensely at Millicent as if reminding her to mend fences with Freddie, before plating her food and coaxing them both over to the table where all three sat down to eat.

"Um Dad- "

Milicent listen- "

"I'm sorry." They finished at the same time, smiling apologetically.

Freddie was the first to continue the apology. "I know that you're going through a lot, missing your Mom especially now that you are getting older and I didn't mean to make you feel unheard, it's just I've had a lot of stuff happen recently and I'm still figuring out how to balance everything." He shared a look with Carly who smiled warmly at him.

"I know that I get away with more than I should. What I said about you, about both of you…and Mom…that was not okay," Milicent regretfully shook her head. "I know nobody would actually forget about me…" She whispered kindly.

"But you are worried about that right?" He asked delicately.

"Which answer won't get me in any more trouble," Milicent asked anxiously, looking at Carly.

"Does this have something to do with that door slam I heard earlier?" He asked uncertainly.

Milicent nodded "Let's just say that Carly is the disciplinarian here." Milicent said seriously.

Freddie was surprised. "You yelled, that doesn't happen very often."

"I didn't even know that she was capable of yelling but I found out the hard way today that she goes nuclear on your behalf," Millicent admitted with a serious look.

"Well, nuclear is a bit of a stretch," Carly said shyly. "But it's true that I was very angry about how disrespectful she was." She agreed, looking seriously at Milicent while explaining herself to Freddie. "I'd say it was somewhere between when I yelled at the moron who I took to our school dance that wouldn't let me finish a freaking sentence all night, and when I was disgusted with Sam for humiliating you into depression."

Freddie gives a hopeless chuckle. "You

Freddie raised his eyebrows. "I was there for that first one but when did you confront Sam over my very public humiliation?" He asked curiously.

"I was the one that told her you hadn't left the fire escape, she was still laughing it off like it was no big deal when she came into the studio." Carly felt herself getting angry all over again.

"I thought it was weird Sam was being so nice. It figures Sam can't be nice unless she is pushed into it." He scoffed.

"Sam might just be a psychopath," Carly shook her head in disgust.

"Might be?" Freddie laughed rhetorically. "I'm the one who got abused and assaulted for years, psychopath is accurate, a lovable psychopath but still a psychopath." He also shook his head in disgust.

Milicent looked between her stepparents with a mixture of pity and shock. "If this was a friend I would hate to see an enemy."

"That's why you should pick your friends carefully or you will waste time and energy on people who only make your life harder," Freddie warned.

"It should never feel like a chore to be someone's best friend." Carly said seriously.

"I'll keep that in mind if I ever manage to get any friends." Milicent said subdued.

"You don't have any friends?" Freddie asked frowning.

She shrugged. "Nobody gets me."

"Is that what is really bothering you? Did something happen today?" Carly asked softly.

Milicent sighed anxiously. "Not really, it's just that younger kids are intimidated by me but older kids are threatened or jealous of me." She admitted sadly.

"And I'm sure getting your period didn't help anything at all." Carly said sympathetically.

Milicent nodded as her eyes filled with moisture. "I wasn't ready to deal with that yet, and I can't talk to Mom, and at school I'm not girly or dumb enough to hang out with. I just feel..alone." She sniffed. Carly and Freddie immediately embraced Milicent who gave a small but dismissive laugh. "Guys…I'm fine…really." She said quietly, though it was very halfhearted. "It's stupid."

"How you feel is never stupid sweetie." Carly insisted gently.

"If you feel alone then we need to do a better job so that you don't feel that way, and we will!" He told her calmly with a reassuring smile.

Millicent sighed. "It's never bothered me before." She insisted. "But today really sucks…" Her expression looked miserable.

Freddie's phone suddenly rang. "Umm…I think it's another potential buyer…" He said sharing a look with Carly.

"Take it, I'll hold down the fort." Carly assured him with an encouraging look.

"Are you sure?" He asked uncertainly.

"I'll be fine dad." Millicent promised quietly.

"I love you Mills." He kissed her forehead and left the room for his bedroom shutting the door.

"He really does love you, you know." Carly told Millicent after a brief silence.

"Not nearly as much as he loves you." Millicent said evenly.

"its very different, but I think there is no limit to how much he loves both of us." Carly said seriously.

"I guess I just don't like sharing." She admitted with a sigh.

"I don't mean for it to feel like I'm taking your dad away from you, it's just that Freddie and I are still learning to be a couple and that means that we need time alone," Carly admitted honestly. "I know it sounds cliché but you will understand when you're older, snug bug." She added the nickname after a moment of hesitation.

Millicent sighed rolling her eyes. "Fine I'll let it go but I still don't want you calling me that when anyone else might hear it." She said bluntly serious.

"Just between us like I promised," Carly whispered with an assuring smile.

"I'm going to clean up the food." Millicent didn't see the grin on Carly's face as she cleared the table and walked over to wash the dishes. Feeling good about her overall relationship with Milicent Carly decided to help her wash the dishes.

"You seem like you're doing okay now," Carly said quietly.

"Am I really going to have to deal with periods every month?" Milicent asked nervously.

"Girls have to deal with periods until we're old and grey," Carly said sadly. "Do you know how to use tampons?" She asked.

"If I can't figure it out I'll let you know," Milicent said with a shrug.

"Okay," Carly gave her a quizzical glance. "What about your pain or bleeding? I know you weren't sure when I asked while we were in the car earlier, but I need to pry for specifics because if you are in pain or your period is heavy with bleeding you have to go to a gynecologist." Carly said seriously.

"A lady doctor?" Milicent asked.

"Yes, it's important," Carly said calmly.

"I don't know, it felt heavy, and I was in pain earlier, but I have nothing to go off of here…" She said nervously.

"You should have an appointment just in case, I'll get you in with mine, she's great." Carly said calmly. "I don't have to go with you." She added quickly.

"No, we've already got this going, might as well stick with you," Milicent said indifferently. "Thanks."

"Sure thing Millicent." She smiled.

Just as they finished the dishes Freddie ran back into the kitchen. "I did it, I sold the Kevin App, or I will have, once the details are finalized!" He was full of excitement.

"That's great!" They exclaimed happily.

"Yeah, it is!" He hugged them both.

"Dad, are we okay?" Millicent asked uncertainly.

"Yeah Mills water under the bridge you're growing up fast, but I'll be able to spend more time with you both now." He assured.

Carly knew that this was a very good thing. Millicent returned to the living room in better overall spirits and eventually Marissa was home from work so Carly and Freddie returned to Carly's apartment, at which point she explained the details of this morning, Freddie accepted the news rather well.

"She really is growing up fast." He said calmly.

"Yeah." She agreed.

They were sitting on the couch and Freddie suddenly got closed the space between them intimately holding Carly's face.

"I'm grateful you were there for Millicent today, she was clearly more willing to come to you, even though she really wanted Gwen." He looked relieved.

"Are you sure you're okay with me going with her to her first gynecologist appointment?" She asked.

"She asked for your help, not anyone else's." He reminded softly. "Millicent thinks she is good at pretending that she doesn't like you." He chuckled.

"It does feel like she's coming around to us as a couple. Carly was very pleased.

"Speaking of us, I saw your autograph message on the picture on my closet door." He said softly, smiling at her.

"I'm not the best at saying how I feel so I wrote it on something you cherish." Carly blushed and smiled at him.

"It's always meant something to me, but now with your words on it it's the most precious item I own." He said quietly.

"Freddie." She gave him a shy look. "You know, Harper texted me while we were asleep that she would be gone through the weekend, she going on a weekend vacation because apparently, her girlfriend wouldn't take no for an answer."

Freddie held her arms in his hands his fingers moving higher along her skin. "Hmm, then we can make use of the extra time."

"I'm glad you're Mom is home to watch Milicent." Carly whispered.

"We won't be interrupted." He agreed quietly.

"That's good because I plan on spending plenty of time on second and third base." She told him eagerly.

Carly trailed kisses along his arms which these days were extremely well-defined, especially if like now he wore a t-shirt that partially exposed his skin. She started at his right arm just along the pulse point and continued slowly up that arm all the way to his shoulder and then his chest.

"Oh, and you think that you can just skip first base huh?" He playfully teased.

"I'm going to steal my way to second pretty quickly, Mr. Benson." She said bluntly, her mischievous eyes fixed determinedly on him.

"I can't put my finger on it but you seem much calmer than the last few days." He told her with a smile holding her face.

"I can control myself now. I'm sure it's stupid but not seeing your naked body was driving me crazy." Carly blushed shyly.

"You have no idea how flattering it is to know that I can drive you crazy." He admitted letting out a breath.

"That makes me happy, but you should know that I plan on driving you crazy." Carly said playfully.

Freddie smirked. "Carls, you have been doing that since we were 13."

"The difference is now I'm doing it on purpose." She whispered before smirking back at him.

"Then you should lock the door." He whispered just under his breath.

"I already did." She said with a knowing grin.

Carly pushed Freddie to his back on the couch and settled on top of him. Even through his clothes it was easy to notice the almost immediate response of his body at their physical contact. She didn't know much about male anatomy but it was quite flattering to know that even clothed he was so easily aroused from such intimate contact with her body.

Freddie held her gaze with very suggestive eyes "That's a good thing, since we're this close to dry humping right here on the couch." He feigned disapproval even smirking a little more than usual.

Carly answered dryly. "Like we haven't been close to that as kids, trying to pin each other to the floor so we couldn't get away."

"You remember that?" He asked intrigued.

Carly nodded her voice low with desire. "Kind of hard to forget how much stronger you got Freddie, especially once puberty hit. That's when l started to realize that you are hot, plus I like being on top of you,." She admitted bluntly and without hesitation.

"I see you're embracing foreplay." Freddie brushed his fingers through her hair. "Second and third base are fun." He said softly.

Set on proving her point Carly slid her hands under Freddie's shirt and against his chest. One hand squeezed a peck while she teased the other between her fingers, these combined actions caused a dazed sort of hum to escape his lips; so his chest was sensitive—good to know…She thought. Freddie's physique had changed dramatically from the moment he began puberty and now as a grown man those changes stuck. It wasn't that he was ripped like a wrestler but he was just well built now. His muscles were toned and noticeable, both in looking at his body and touching or kissing it. Speaking of kissing Carly kissed his chest through his shirt until she heard a gravelly breath escape him.

"God Carls…" Already Freddie couldn't see or think straight.

It had been so long since he lost himself in the touch of a woman. Neither of his ex-wives was the type to savor foreplay, they had been quick about it. That made his refusal to consummate either marriage a little easier if he was being honest.

"Hmm," Carly asked him sweetly.

"I'm crazy about you…" He breathed softly.

Freddie saw it as a personal challenge to prove his words, pulling Carly tightly against his body. It was impossible not to feel his erection now, even though his pants. The idea that Freddie's body would automatically respond to hers was so flattering and exciting it made her feel energized and before she knew it her left hand was against his groin grabbing at the growing erection through his clothes. Freddie growled in approval and Carly was about to get even more handsy below the belt but then Freddie grabbed one of her boobs distracting her entirely. Carly was so used to being uncomfortable with this kind of move from a guy that she recoiled automatically.

"No!" She said abruptly.

"I'm sorry I just took your groping me as a sign were going hard into second and third base." He said with concern.

Carly sat up looking caught between embarrassment and fear. "I'm sorry I didn't mean to recoil like that, it was a reflex from…" She trailed off and suddenly cold Carly hugged herself.

"Carls," He said holding her chin to meet his eyes. "I clearly went too far." He frowned.

"No, it's not you it's me. I just forgot for a second that you're not them." She said quietly.

Freddie took her hand his expression was knowing but delicate. "You have had guys try to steal their way into second and third base."

Carly whispered like she was telling a newly discovered secret to him. "It used to scare me when guys would try groping me, I hated it. Now I know why I wasn't with the right guy."

"You do mean me right?" He asked her shyly.

"Of course, you're my Freddie." She traced a heart over his actual heart with a finger.

He was very sympathetic. "I'm sorry you had to deal with that."

Carly's dating history was not very long so Freddie had a good idea about which boyfriends groped her without permission, but he decided not to get confirmation those jerks were long gone and it would only anger him. Besides, Carly was more important anyway and it was clear that she was upset with herself for abruptly halting their intimacy.

"It wasn't every guy, but it was enough to make me skittish," Carly admitted slowly.

"Just because they were your boyfriends that was no excuse to try and cross boundaries you weren't ready to cross." He said seriously.

"With you it's different, I want you touching me all over. I just have to train myself to relax." She sounded hopeful. "Anyway, I probably should have asked before I let my hands wander." She whispered apologetically. "But I know so little about your body I want to change that." There was an eagerness to her voice.

"That's what I want too." Freddie said eagerly. "I'll probably get carried away." He warned nervously.

"Well if you were waiting for permission then permission granted." She assured calmly. "But let's go to the bedroom, more comfortable." She got up and pulled Freddie along with her shutting the door as they entered her room.

"Are you sure that you're okay?" He asked softly holding her face in both hands.

"I'm okay because I'm with you. I never considered myself very lucky, which is why I will never take for granted that you still want me." She said quietly.

"I'm sorry for every part I played in making you believe that I was over you, I'm going to make it up to you."

Carly didn't even have time to respond before Freddie hosted her into his arms, she giggled with overjoyed excitement wrapping her legs around his waist as they came to rest against his hips. There seemed to be a silent understanding between them that they wouldn't go beyond third base, wanting to fully understand each other's bodies and what felt pleasurable to one another. That didn't mean that there were no surprises because Freddie set Carly on her dresser rather then the bed.

"Everyone always goes right to the bed so I'm trying something a little different." He said with a smile.

"You're a rebel." She told him flirtatiously.

"Is there any specific area you want me to focus on first?" He asked softly.

"Surprise me and I promise I won't freak out this time." Carly calmly said with her hands against his chest.

There position thanks to the height of her dresser was such that Freddie could stand upright and his head was still no higher than Carly's abdomen. Maybe it was the anticipation he saw in her eyes but without a second thought his hands went in opposite directions—one moving slowly over her breasts and the other inside her sweatpants to push the fabric of her underwear against her skin.

"Oooh, I knew your hands would be better than mine." She purred. "I guess those ex-wives of yours taught you quite a bit which is great for me in the end." Carly reasoned quietly.

"I'll never quite understand how you don't care about two ex-wives but Sam and Pearl- "

"Don't say their names!" She warned in a low and angry growl.

He stopped what he was doing. "You're treating them like Voldemort now." Freddie tried not to laugh but he just couldn't help it.

"It's not funny," Carly said sharply.

"Carly…" He said delicately.

"Don't Carly me." She said fixing him with a scorched earth stare. "I'm not in the mood anymore." She hopped off the dresser and made her way to the kitchen. When she was frazzled or irritated she turned to food.

Freddie followed after her, determined to force this conversation. "Carly, don't run away just tell me whats going on?" He pleaded hastily.

"I'm eating my anger." She said violently pulling open her fridge. She pulled out everything for a PBJ sandwich.

"You know angry eating is never a good thing." He said calmly.

"I don't care." She said hotly.

"You can have this back when I know you are not going to eat your feelings," Freddie said taking the jars away from her. "And while we're at it give me the knife before you hurt yourself making this sandwich." He added expectantly.

"But "

"Nope, first talk to me then if you still want this sandwich I'll make it for you myself." He assured.

"Talk then sandwich?" She asked begrudgingly.

"Talk then sandwich." He promised handshaking with her.

"Has there ever been something that, no matter how hard you try you can't let it go," Carly asked in frustration.

"You…" Freddie reminded her with a subdued smile.

At this Carly's anger evaporated replaced by guilt. "I hate myself for it, but every time I think I've gotten past it I hear their names and I want to break something." She clenched her fists angrily.

"Somehow I don't think this has anything to do with Pearl, Carly, you need to talk to Sam…in person." He said seriously.

Before Carly could respond her phone rang. "That's Sam's ringtone." She pulled out her phone, and sure enough, Sam's face was on the screen.

"Well what do you know, it's fate," Freddie said encouragingly.

"Sam." She said answering her phone.

She was very casual. "Hey Carls, I'm passing through your neck of the woods in a few hours, haven't seen ya for a while, you busy."

Carly decided to take Freddie's advice. "I'm free, Meet me in the park tonight, that biker gang can do their own thing for a few hours can't they."

"Yeah, but can't we do something fun, hanging out in a park at night is boring." She complained.

"No, we need to talk Sam—alone." Carly was blunt.

"Okay, but if you kill me I have an entire biker gang that will come looking for me." She joked. "I'll see you later, Carls."

"Yeah see you later Sam." She hung up and sighed heavily, turning to Freddie "I'm so angry at her."

"You can do this, Carly. You have to get everything off your chest even if it means getting angry." He told her softly.

"I'm sorry I ruined things…again." She truly meant it.

"Hey I'm not worried about that. You're way more important. Are you sure you don't want me to come with you." He asked softly.

"You're sweet to offer, but this is about Sam and I. Besides, I've already made my peace with you about the past." She said calmly.

"Alright, in that case, I'll spend some time with Millicent and my Mom." He said.

"I'm just going to get there early, the good weather might help me calm down," Carly said hopefully.

Carly wasn't sure how much time passed before she spotted Sam walking into the park but she was thankful that it was empty. Every second she came further into view Carly felt her poorly suppressed anger turning into rage. She just couldn't help it, their already fleeting friendship was fractured at its core. Carly sat by herself trying to figure out why she felt that way. At first she thought the distance had caused it, then she thought it was about Freddie and while that might have been part of the problem it was not the true source of her anger. No, Carly was angry for putting years into this friendship and getting so little back in return. But more than even that was that Sam had such a blatant disregard for her as a friend that she believed Carly's feelings for Freddie, no matter what they might have been at the time, were fake. Sam's mistreatment of Freddie for so much of their childhood was a very close second, so close in fact that they may as well have been equal. Maybe it was because she had been gone for so long, but Sam seemed oblivious to Carly's mood of forced calm.

"Hey Carls, it's been ages!" She hugged her, it was a moment before Carly hugged back.

"Five years. I keep an ear to the news expecting you to be arrested." Carly wasn't sure if she meant this as a joke or an insult, luckily Sam took it as the latter.

"Not yet, I guess there have been a few close calls though," Sam admitted casually. "What's Fredweird so busy with that he couldn't show up too? I've seen his Instagram enough to know that he's bulked up quite a bit. Not that it would stop me from beating him up for the fun of it." She joked, a little too amused for Carly's liking.

Strike one…

"He's with his family." She said.

"What have you been up to Carls and why meet here of all places?" She asked.

"I'm doing icarly again, hosting it by myself, Vin Diesel is part of the studio now." She said.

"Car finally bit the dust." She said with a small smile.

"Yeah. Anyway the reason I wanted to talk to you is because— "

"I brought bacon do you want some." Sure enough Sam pulled out an entire bag of ready made bacon.

As if the universe was forcing her to confront her anger, seeing an entire bag of bacon pushed Carly a little more toward the breaking point.

Strike two…

"No I don't want bacon, food it's not really love, you know that deep down right Sam," Carly said cooly.

"You're confusing me, bacon is just bacon, Carls." She laughed.

"That's what you told Freddie after he saved my life wasn't it, that he was just bacon to me." She said bluntly. "You know I used to wonder why he rejected my feelings, I was convinced that it was my fault—I really should have known it was actually your fault." She couldn't keep the tension out of her voice now.

"You're mad." Sam said hastily. "I'm sorry, but I only told him the truth. "You didn't love him." She actually looked afraid for once.

"How could I have known one way or the other, YOU convinced him to break up with me before I could ever make sense of how felt!" She hissed impatiently.

"Why does this matter? We were 15 if you wanted him you would be together by now."

"We are, for about a week." She said bluntly.

"Then what's the issue it all worked out for you and Freddie." She laughed, trying to easy the tension.

"You think that this is just about Freddie." She said incredulously.

Strike three.

It happened so fast that Carly wasn't even aware of doing it but internally, like the shattering of glass, she snapped and punched Sam right in the mouth with as much force as her fist could muster. The bag of bacon went flying and landed on the ground several feet away. Sam recoiled and spat blood her upper lip onto the ground.

"That's good Carls, first one is free, next one is going to cost you!" It was clearly a taunt.

"You deserve it!" She yelled shaking with rage. "All these years I felt sorry for you I made excuses for you while you assaulted or humiliated Freddie, Gibby, and God knows who else! I let you sleep over anytime you wanted to avoid your Mom. I did everything I could even after I found out you were in love with Freddie to make sure you were happy." She was crying now "I did everything I could to be your friend and all you did was sabotage any chance of me having a relationship with Freddie. What gave you the right to manipulate us like that!" She couldn't stand to look at Sam and dropped her gaze to the ground.

"I was—I am a terrible friend, a terrible person…" She said delicately. "That's the real reason I left…" Sam cautiously put a hand on Carly's shoulder. "I couldn't stand the thought of dragging you and Freddie down with me." She admitted. "I'm better by myself Carls and you and Freddie, are better off without me anyway. It's no excuse but that's why I did what I did back then, I saw the writing on the wall and I guess I didn't want to be left behind." She was quiet. "At least with this biker gang I'm more than a third wheel."

"I don't hate you, but let's be honest we're not really best friends anymore." Carly had to say it out loud because it was a truth that she had been avoiding for more than a few years.

"No, but childhood friends doesn't have to be a bad thing." Sam reasoned with a smile. "Besides Carls the truth is Freddie is a much better best friend to you than I could ever be." That was Sam's seal of approval.

"Sam, you're not coming back again are you?" Carly asked.

"No, but I'll be there to welcome Mr and Mrs Benson and the Benson babies." She assured with a wink.

"Sam, I'm glad you're happy," Carly told her genuinely.

"Right back at ya Carls. Come on, I'll drive you back to the Bushwell it's dangerous to walk home alone at night." She insisted.

"Alright." Carly agreed, she was too tired to walk home anyway.

They bid farewell on good terms… As Carly watched her childhood friend drive off, she knew that this was their relationship now and that was okay. Carly knew what her future was and he was waiting for her back in his apartment. When Sam disappeared from view Carly hurried instead to the building.

"Hi, " Freddie said to Carly answering her knock on his apartment door.

"Hi." She said hugging him tightly.

"Did everything go okay?" He asked.

"I got it all off my chest, I punched her and I cried. She told me why she left and admitted she was a bad friend…so yeah I'm good, tired but good." She said quietly.

"You punched Sam?" He said in surprise.

"Yeah, I knew I would only get one good punch because it was the last thing she was expecting," Carly confessed. "I thought we would get in a fistfight, but she never did like when I was angry at her " She sighed. "I'm not interrupting anything am I?" Carly asked.

"No, we're just watching Shrek." He said guiding her onto the couch with him.

"Keep the PDA to a minimum." Milicent demanded giving them both the side eye.

"Don't worry, I just want to relax… it's been a very long week." Carly yawned.

Snuggling up with Freddie on the couch to a classic movie felt like the perfect way to end their first week as a couple.

---

A/N: I am still upset over the cancellation so I will probably write my own season continuation. Just not sure if I will do it simultaneously with this fic or finish this one first. Anyway, the Sam cameo was very last minute but I thought it was important for Carly to get all that off her chest, and okay sure I enjoyed one good angry punch that she totally deserved.

Until next time folks!