Fifteen year old Carly Shay turned over in her sleep, brushing her hand over Freddie Benson's wrist, and reducing him to running into the bathroom to calm down.

It was Friday night; Spencer was sleeping at his new girlfriend's and had allowed Carly, Sam and Freddie to hang out in their apartment for the weekend.

"Carls?"
Carly woke up, to see Sam leaning on her elbows near her head.
"Mmm?" she mumbled, rubbing her eyes.
"Where's Fredweird?"
"No clue," Carly replied, closing her eyes and stuffing her face into her pillow.

Freddie returned from the bathroom, bright red in the face and frantically dabbing at his pyjama bottoms as he slid into his sleeping bag.
He was just dropping off when he heard a snigger coming from Sam's corner.
"What?" he snapped.

"As if you were doing that!"

"I wasn't - doing what?" Freddie asked, feigning innocence though his heart was thudding and he found it hard to form a coherant word.

"Masturbating," Sam giggled, drawing the word out.

"I - No I wasn't!" Freddie blushed scarlett, and was relieved when Sam just laughed and turned over.

"I am so telling Carly in the morning," she whispered, maliciously.

"SAM!" Freddie yelped, then looked over to where Carly was stirring. "Sorry, Carls," he muttered, patting her foot awkwardly. "Go back to sleep. Sam... Erm, she kicked me," he improvised wildly.

"Oh... 'kay," Carly mumbled, sighing and turning over.

Sam waited until Carly's rhythmic breathing steadied, and then whispered, "You could... bribe me not to, of course."

"I'll give you ten bucks," Freddie said wearily.

Sam was quiet for a while. She squirmed over to him so she was staring at him full in the face. "Well, you could..."

"I will, in the morning, okay?"

"I wasn't implying I wanted money, though of course I kinda owe Carls thirty bucks from last time we went to Build-a-Bra..."

"Stop bringing bras into the conversation," Freddie smiled despite himself.

"Sorry, would you prefer I told you about the new panties I bought last week?"
Freddie couldn't see her face, but he imagined a cheeky smirk.

"No," he said, and was that a shake in his voice?
He coughed nervously.

"Thought not..."

"Sam, are you flirting with me?" Freddie whispered, amused.
Sam was silent for a while, and Freddie cringed, imagining the swift kick that he was sure was going to be aimed at his privates any second now.

Instead Sam laughed again, leaned right over so her face was directly over Freddie's and her hair was tickling his face, and whispered, "Maybe."

"I... Sam, what...?" Freddie stammered, but Sam rolled away, and brought a finger to her lips.
"Shush, Fredward," she said. "Mama's tired..."

"Breakfast," Carly chirped, looking so pretty in a yellow playsuit that brought her eyes out perfectly. Freddie stopped gazing at her for a moment to nod in what he hoped was a cool and mysterious way.
She giggled and imitated him, settting a bowl of cereal down in front of him.

Sam dragged herself into the kitchen half an hour later, stifling giant yawns as she helped herself to Freddie's cereal.

"Morning, Fredweird. Nice dreams?" she asked nastily, a glint in her eye.

Carly looked between them and shrugged. "No idea," she smiled to Freddie.

"Sam," he said warningly. Carly turned away to wash up her bowl, and Freddie put his hands together and mouthed,
"Please please don't tell!"

Sam smiled. She walked forwards, very purposefully, and whispered "Like I said. Bribe me, and Mama doesn't tell."

"Carly...?" Freddie blurted out. "Can you go to the Groovy Smoothie, please? I feel the need for a Banana Blitz..."

"Oh, erm, sure," Carly said. "Come on then."

"No... My legs hurt," Freddie said frantically. "Sam better stay with me... I might get hurt...?"

"Are you two planning something?" Carly smiled.

"Yes!" Freddie shouted. "So go, go! Go! Go, Carly! Run for the hills! We'll plan! You just... you just go!"

"Okay, I'm going!" Carly said, taken aback, and left the apartment.

Sam doubled over, laughing. "Run - for the hills!" she choked out.

"Haha," Freddie said drily. "Now tell me why you're being so weird!"

"I'm not being weird," Sam said, still giggling.

"Yes, you are!" Freddie took an angry step towards her, though everything in his head was screaming 'back away! It's SAM! You are SO going to get hurt...'.

"No, I'm really not, Freddie," Sam said, suddenly serious. She stood up and placed her hands on both his shoulders. "I suppose I'm just growing up, 'cause right now you've never looked so... hot..."

Freddie gulped.
Sam closed her eyes, a smile playing on her lips.
She leaned towards him.

Freddie froze as Sam pressed her lips to his, sliding her arms down his body to rest round his waist.

He struggled backwards, and Sam shrugged carelessly.
"Do what you like," she said. "I'll get you eventually. I get what I want, right?"
"...Right," Freddie said hoarsely.
"Wonder whether Spencer'll catch us fucking?" Sam asked, casually, stretching out on the couch and not bothering to adjust her teeshirt as it slid upwards to reveal a bronzed flat stomach.

"What are - Sam, we're not going to," Freddie protested.
Sam shrugged. "I guess I know something you don't know, then."