Notes: Yeah, another lemon one-shot from the kink meme.

Carly invited him for a movie night. When he arrived, he looked over the various boxes, and wondered what had gotten into her. No Sam, no Spencer. They were off at some fancy hotel room (probably fucking each other's brains out from what he accidentally heard when he investigated why the elevator was stuck) for few days to celebrate their 1 month anniversary.

Wild Things. Eyes Wide Shut. Secretary. American Beauty. Cruel Intentions. Basic Instinct. Malena. Carly had topped off the movies with popcorn, fruit kebabs and preppy cola.

"Carly.. where did you get these from?"

"The movie store of course."

"And we're going to watch them?"

"Yep."

Freddie couldn't believe his eyes. Sure, he'd seen the occasional internet porn, but sitting right next to Carly, watching these movies, the almost regular cycles of blood rushing to his dick, it subsiding as the movies turned from erotic to dramatic, threatened to have him pass out. Carly wasn't helping things either, as she would stroke his arm, or even worse, his leg. He tried to hide his erections as best he could, but he didn't doubt that Carly knew.

Girls had it much easier. Carly could've been as wet as a bowl full of melting ice cubes and he'd never even know.

Both Freddie and Carly eventually nodded off to sleep around 3am.

At 3:30am, Carly woke up, and realized she was sleeping on the couch next to Freddie. And noticed his light pajama pants tenting severely. Carly bit her lip then smiled, she had intended to finally make a move on him, but couldn't quite overcome her fear to move that hand from his leg to one of his many erections.

His mind was currently occupied in a new dream. The dream was set in the apartment he was currently sleeping it.

Dad. He could never quite get used to the idea that Spencer was his step-dad. Spencer married Mrs Benson a couple years ago, and they moved into the Shay apartment together. They'd just gone out for an anniversary dinner.

As he heard the door open to his room, his mind moved instantly to what was technically his Aunt, but who everyone referred to as his sister. Carly Shay.

Since the moment he laid his eyes on her, he wanted to have her, to own her, to taste and to smell her. Carly slunk her way over to his bed, jumped on top then spread-eagled herself out on it.

"So.. Freddie, you thought about my offer?" An offer to help destroy some bitch named Samantha Puckett. He didn't even care about her, his job was to fuck her, humiliate her then dump her, ruining her social graces and leaving her an outcast.

"You've got a deal. But I don't want to fuck you after, I want to fuck you now."

"My my, you're a little forward tonight." Carly dropped her robe, revealing an astonishing black lace bra and panties set.

"Well, I've been waiting nearly 12 years for this."

Back in the real world, Carly had tentatively pulled his pants, revealing to her his erection. She thought maybe it'd help her get over her fears to see it when Freddie was sleeping and none the wiser.

She studied it, deciding it wasn't especially scary after all, and it looked like it'd be fun to play with. Carly went to pull his pants up, only graze his erection with her hand. Freddie twitched, before he sleep-mumbled "Carly, keep touching me, let me make love to you please Carly."

Carly pulled his pants back down again, and wrapped her hand around the base of his cock. She nervously stroked him up then down again, and Freddie merely groaned.

Freddie was now in a sun soaked, Mediterranean village. He had taken Carly to a nearby orchard, where he fed her a bounty of fresh fruit. His heart told him to take what was rightfully his, so he leaned over and kissed her. That one kiss was the spark of a burning fire, and before long they were lying on the picnic rug, locked in a passionate embrace.

He was kissing her all over, having removed her simple peasant shirt, he sucked and nibbled at her breasts, rolling her nipples around with his tongue.

Carly simpled moaned her appreciation, her panting and movements fueling the fire in his groin. Carly felt him rubbing against her, and rolled the pair over, so that Freddie was lying down, and she was hovering over his chest.

Gently pulling down the trousers and underwear down, his cock was already leaking pre-cum, Carly's hand wrapped around the tip, spreading it, before stroking him. He groaned in response to her.

Back in the darkened apartment, Carly saw Freddie starting to respond to her imprecise, halting movements. His dick had grown even harder than it was before, their was moistness all over the head, and Freddie's breathing grew intense and labored, even though he was still asleep.

His cock was so inviting to Carly, so interesting, so tempting, and she lingered a moment before deciding that she might as well give her first blowjob to Freddie, and since he was asleep, if she was crap it wouldn't matter.

She left the couch, getting down on her knees in front of Freddie, she gave him one last stroke, before enveloping him in her mouth. It felt weird, but nice, and her tongue lapped up the pre-cum until the only wetness was her saliva. Carly bobbed up and down, trying to take as much of his cock in her mouth as possible. Freddie was jerking around now, his face contorted in pleasure.

Carly herself was aching for some stimulation, so she slid a hand down below her own pants, and started rubbing her clit around in circles. She stopped licking Freddie for a moment, her breath would've tickled Freddie if he'd been awake for it.

Freddie was no longer in Europe. Instead, he was back in the apartment, eyes open, as Carly gave him what he could only think was the best blow job ever given. Carly looked up into his eyes as she sucked his dick, and he wasn't sure how much longer he'd last.

Carly stopped, stood up, and discarded her sleepwear, giving Freddie the sight of her naked, moonlight casting a silvery glow over the pair.

"Do you want me Freddie?"

"Yes. More than anything in the world."

Carly took off his pants, before she straddled Freddie, pushing his cock back up against his stomach, and grinding her wet pussy over it. They leaned in together, melding their mouths in a searing kiss, their tongues playing all over each other. Freddie ran his mouth along her cheeks, her neck, her shoulder, and then down to take her nipple in his mouth. Carly tasted fantastic, her skin was so smooth, and he could do this for hours.

Carly sat up, allowing Freddie's cock to rise once more, before placing it at her entrance. She placed the tip inside, getting used to it's size, before lowering herself onto him fully. There was no resistance, horseback riding at a summer camp a few years ago had seen to that, and Carly started moving her hips up and down.

Freddie, for his part, simply watched the gorgeous beauty moving up and down, as he occasionally stuck a tongue out over one of her nipples. Carly groaned, he was so tight inside her, and it took some getting used to. Her pain was melding into pleasure, and Freddie was instinctively thrusting along with her, as he held onto her hips.

"Oh fuck Carly, this is too good."

"Yeah, you like me riding your dick?"

"Fuck yeah, you're so hot."

"Go harder Freddie, fuck me harder. I can't take this much longer, I need you to go faster!"

Freddie was pumping up and down, losing all control over his body, he felt himself nearing the edge, but tried to hold back as long as possible. Carly had her hands moving all over the place, they would run through her hair, over her breasts, and her right hand moved down to rub her clit at the same time. The feelings of pleasure were spreading all over Carly, and she knew he'd make her cum soon.

Carly rode his dick even harder, "Oh god Freddie I want you to fill me."

It was too much for Freddie, he felt his balls tighten, and gave in to his orgasm, blowing his load deep inside, "F-FUCK CARLY!" he yelled, and Carly cried out as she clamped down on him, his gushing cock spilling her over the edge. Freddie felt her start to shake, and it gave him the strength to keep thrusting, as he pumped more and more of his cum into her pussy and made her own orgasm last that much longer. Finally, the dual orgasms started to subside as Freddie's thrusting became slower, and Carly collapsed onto his chest.

"That was so good Freddie."

"Yeah. That was amazing."

"I love you Carly."

"I love you Freddie." Freddie yawned, and he closed his eyes once more.

He woke up the next morning, from the sound of a bird chirping on the window. The bright light was too much to bear, so he kept his eyes shut for the moment, it was probably too early anyway, and he was still tired as hell from the movie night.

He thought back to his crazy dream from the night before, being with Carly in a variety of settings, and situations (Carly as his sister? What the fuck was that about?). And he finally remembered the last dream, with Carly sucking on his cock before they made love together. He smiled, the pain in his eyes gone, and they cracked opened to see the morning sun.

He immediately felt and saw Carly, still naked, her head tucked into his neck, her arms lying across his stomach.

He panicked for a moment, and then realized that dream must have been no dream at all. His stirring woke Carly, and her hands moved across his body.

"That was soo good last night Freddie."

"I was?"

"Yeah. You're so good to me Freddie, I love you." Carly spoke, sleep still slurring her words slightly.

"Oh, yeah. You were great too Carly, and I love you too."

"I know Freddie.. I know." Carly sat up beside him, then brought her mouth down to kiss him again, he felt Carly's hand moving down again, and starting to play with his balls. His dick sprang to life in response, and Carly started slowing jerking him off.

"You wanna make love to me again Freddie?"

"You mean right now?

"Oh yeah right now."

"Sure."

"Good. I have a feeling we're going to get a happy ending together."

end

AN: I think this one is dirtier than the other. Lol. R&R :D