Helloo(= Just realized that these characters may seem a tad OOC but then again they are older, and then again when would this ever happen? Lol ; I really struggled with how this would come out& whatnot, until I finally decided on this.. Sorry again for it running a little on the long side. Okay on with the story!

Disclaimer: Don't own anything!

Carly's POV

So there we were standing so close to each other, I could feel the heat practically radiating off of her, and according to her she smelt the heat off of me, I began to wonder how did we even get in this discussion.

"Uhm Sam, what exactly are you trying to say here?"

" I'm trying to say..

Before I knew it, her lips were pressed onto mine, part of me needed to remember to breath I was so taken aback. But her kiss was hot and full of passion. She begged for entrance and dominated my mouth with her tongue. She took her hand and ran it through my hair with such softness it amazed me.

"Does that make it clear Carly?" Sam said breathlessly. Before I could get a chance to even respond she started walking back to her room, stopped midway and signaled for me to follow her. She opened the door and lying in her bed was Freddie, just laying there peacefully listening to the quiet.

I just sort of stood there awkwardly, I was so embarrassed, yet excited, anxious and about 10 different emotions at once for whatever it was that is going to take place here. Not to mention I was standing in a silk camisole and skimpy underwear in front of someone who isn't even my boyfriend. But to think, once upon a time, if he saw me in this thing he would have probably jizzed in his pants.

"Hey Carly" Freddie said slightly confused, yet remained coy. All I managed to get out was an audible "Hey."

"So baby, guess who was sitting outside of our door during our little ehm, time together" Sam said while scooting next to her boyfriend.

Freddie then made a stupid surprise looking face "Carly? I'm shocked". He said in a rather amused tone

Okay that's it, this is too wrong." You know, I should be going to bed" I then did a fake stretch and yawn, "This was fun see you in the morning, bye guys" I said rather briskly, trying to make my exit to the door.

Sam quickly got up, closed the door before I could have the chance to exit it. "Are you forgetting our little discussion we had in your room all but five minutes ago?" If by discussion she meant heated make- out session..

I started, "Yeah but I you know uhm-"

"Why don't you sit down Carls, I will help get you comfortable." I was now confused as to what that even meant. Whatever she was trying to say, it sent an excited chill up my back, and a familiar warm feeling to other regions.

Freddie then readjusted himself to go towards the end of the bed, with Sam practically right behind me breathing down my neck.

"Carly why are you so stiff, maybe you should just loosen up a bit, I mean after all, your guaranteed to enjoy this" She sexily whispered. Sam then slowly and sensually pulled the straps of my camisole down, I then raised my arms to come out of it, so that it was just barley loosely sitting on my breasts.

I have no idea what is going on at this point. There's a part of me that's saying something about this is not right and to open that door lock myself in my room and try to fall asleep . Then there is a little part of me that is curious, to keep going, I mean two people at the same time? What could go wrong, more importantly, there are so many things that can go right; just the thought of being pleasured by two people, even if they are my best friends, to me, this is all just some sort of experiment I bet on my part and on theirs. I know I am in somewhat safe hands so all reservations I had before are out the window. No matter how weird it seems. Fuck all of my thoughts. Whatever happens from now, happens.

With that ending thought I let the camisole fall a little lower, to the point where my breasts were fully exposed. I then just took it off completely. My nipples hardened on instant contact with the air in the room. I felt Sam get closer and started to rub my right nipple so slowly. I closed my eyes and let out a moan that would hopefully let Sam know to pay attention and give the same type of treatment to the left nipple. I opened my eyes and saw that Freddie was just looking at both of us with his lust filled big brown eyes.

I then felt my legs being readjusted so that I was fully stretched out on the bed. Freddie then gently stroked both of my legs and soon after I felt his hands going far up my thigh, he then placed himself between my legs and started to kiss my inner thigh with little pecks. His pecks started to go closer and closer to the spot where all of the attention was being craved. I then allowed him to pull my panties down with my anticipation of what he was going to do next, he very slowly licked the slit of my folds, he then started to dart his tongue in and out of my pussy.

"unghhhhhh Freddie"

Never would I have imagined moaning Freddie's name at the volume that I was it was almost surreal, but then my moans got incredibly louder when I found Sam sucking and biting on my nipple. This was too much I was in pure bliss, I've never been so satisfied to the point of what I am experiencing right now. Freddie then decided to stick two fingers in my hole and suck on my clit. I then gasped, damn he really knew what he was doing.

Both of them then stopped doing the pleasure that they were doing to my body at the exact same time, from loss of contact I let out a slight groan. Freddie then got up and went to the foot of the bed, he pulled down his boxers and his erection sprang out.

I sat up inched forward to where Freddie was and took his large member in my hand and started jerking it slowly. He then touched my head and pushed some of my hair back in an almost caring way, for some reason my heart fluttered if that was even possible under such circumstance. When I finished stroking him, I slowly put his cock in my mouth and started working my way back up to his head where I swirled my tongue around the tip of his cock eliciting a loud groan from Freddie.

"Fuck Carly" He hissed. Just as I was moving further down his penis I grabbed his balls and started to massage them. I then felt Sam's lips kissing my neck.

"How do you like his cock Carly?" She said between pecks, "I know you must like it a lot", Sam said in such a teasing way. She reached down to my pussy and felt that I was dripping wet "Look how slippery your pussy is." She then started to finger me causing me to moan with his dick still in my mouth. As I pulled his dick out of my mouth I was then flipped over by Freddie, preparing myself to experience what I had been fantasizing about only some minutes ago.

With Freddie on top, he then plunged into me and wasted no time by going fast. Meanwhile Sam was looking on , playing with herself. As both our moans filled the room his speed and intensity of his thrusts became erratic.

"Oh.. Shit.. Freddie.." is all I could manage to get out, my screams were loud and words were incoherent.

He then slowed down and all that was heard was panting.

Sam then came in his place and started kissing from my navel to right above my pussy. She then leaned back and placed one leg under my left leg, and the other leg over my right, she then fit her body and started moving it at a rhythmic pace. With both our pussy's touching at such a fast pace I then let out short screams and moans with Sam joining me soon after. Sam then decided to pick up the pace and move faster. " FUCK Carly" Sam moaned. Then with her head back she was able to multi-task and suck Freddie's dick from where he was right above her.

Moans, Screams, and grunts started to fill the room. I couldn't even imagine what position I would be put into next. We all broke apart and Sam then got out of her current position and reached in her nightstand draw to pull out a thick purple dildo.

"What the fuck Sam?" I said breathlessly and clueless as to how kinky this girl really is.

Sam then stuck it in my mouth. "Get on all fours" She ordered." Suck on it." Again another order, as I sucked on the dildo, Freddie then positioned himself behind me and I felt his cock enter me. My loud scream was enough for the dildo to damn near drop out of my mouth. Sam laid down and positioned herself to where her pussy was practically in my face. Sam put the dildo back in my mouth, where the tip of the head was facing her entrance.

"Fuck me Carly". I positioned my head near her pussy with my mouth I then eased the dildo into her opening and went deeper and deeper in as I found Freddie was doing with my pussy. The noises our bodies made slapping together , the way Freddie spontaneously slapped my ass every now and then and moan obscenities , the way Sam was screaming, and the way I was fucking her with a dildo in my mouth, was MORE than enough to send my brain into an overload.

" FUCK I'm cumming" I screamed. I couldn't take it anymore. Just as those words left my mouth, a mind shattering orgasm ran through my body. Soon after Sam and Freddie also came with the same amount of passion. We all collapsed in the bed together and there was complete silence.

"Jeez this was too much fucking work" Sam then paused " No pun intended of course" She smirked, got up and threw on a big t-shirt. " I'm going to go eat something.

I was baffled. Freddie soon followed, "Okay baby, I'm going to go clean up and shower." He then left the room.

Again. I was still shocked. How the fuck could they just leave the room and not even acknowledge what just took place? I wasn't expecting a pat on the back for a good effort or anything but shit.

I couldn't explain the shitty feeling I felt but I felt used. But then again where do I get off feeling like that, I practically created the situation… But she was the one who came onto me and he didn't even stop to question. I just had sex with Freddie and Sam. In the end THEY still were bf/gf I'm not part of their equation at all. Is that what's bothering me?

What does this even mean? Are things going to be weird between us now? What were all those feelings I was experiencing while kissing Sam? Or while having sex with Freddie? We are all best friends here, maybe these are the people who you are suppose to experience this type of thing with.. Or fucking not? Who has threesomes with best friends? It's my fault? What was I expecting out of this anyway? Or maybe I'm just taking this situation too seriously..

I quickly got myself together and went to my room to get dressed. I laid down and the internal battle that was going on in my head only continued.