A/N: At this point in the story, Carly is about 8 1/2 months pregnant.

Disclaimer: I do not own iCarly and all of that good stuff. And also, I , personally , do not believe in drinking/drugs or premarital sex. The presence of these acts in the story are for fictional use only and I do not support the decisions made by these characters.

He really shouldn't be surprised to wake up and find her gone. The only thing left of her being the scent of strawberry shampoo and a smoky meat smell.

He really should feel stupid for thinking that after giving him – though he would never admit it- the time of his life, that she might actually stick around.

He should have known that she would run. That she would realize how much the alcohol really was affecting her, and leave. She always was a runner.

He wakes up from dreams of her to find himself alone, her spot vacant and cold. He stupidly tries to call her but gets the machine. Of course. He thinks. He tries not to feel to hurt that she's gone. Tries to ignore knowing that what happened last night meant nothing to her. That it was a drunken hook up and that she couldn't care about him nearly as much as he cared about her. But he can't. He can't turn his brain off and he can't forget. So he lays in bed and remembers. Remembers every kiss, every touch, every reassurance she gave him, every sexy smile and every look filled with lust and something else that he (hoped, but) knew could never be love.

He lay in bed for a long time, re-enacting everything over and over again until it was planted in his memory. And then he thought about the fact that she wasn't there, she hadn't stuck around, this didn't mean anything to her. He thought about how she was his new Carly. No matter how bad or mean it sounded, he was now the girl who would want but never have. The thing being, though, that he never really loved Carly, but last night proved to him that (while he wasn't sure it could be called love exactly) he had very, very strong feelings for the blond haired nuisance.

Feelings that would never be reciprocated.

He thought about that for hours, so long that his mother (finally back and awake after taking the night shift) stuck her head in and fussed over him.

"FreddieBear, I haven't heard you get up at all today. You haven't even eaten! Come now, get up, I made your favorite: sugar -free organic blueberry pancakes."

He grunted in response and turned over onto his side, away from her prying eyes.

"Fredward! What's wrong? Do you have ticks? Lice? Are you sick? Come on, you need a tick bath immediately. And I'll get my thermometer to check your temperature. And I'll make you some chicken and noodle free chicken noodle soup." He still doesn't move and she reaches out and pulls the blanket off of him, grabbing his exposed arm, "Come on Freddie Poo, Mommy's got some medicine to make your tummy feel better." She tugs at his arm, "Fredd-"

"MOM!" He hisses, whipping around and snatching her arm out of his grip, "I'm NOT sick and I'm NOT letting you give me a tick bath or give me taste free food. I'm FINE. I just want to be left ALONE." He snaps and she puts her hand over her heart and jerks back, "Just leave me alone," He mutters.

She begins to stammer, pieces of words coming out of her mouth but she is unable to form a complete sentence. He's never snapped at her like that before.

"OUT!" He yells again and then turns back over onto his side and pulls the blanket over his face. She hesitates for another few moments but finally he hears the sound of her heels making their way to the door. He doesn't move until he hears the click of the door being quietly closed. He sits up, sighs, and puts his head in his hands. Now, he's hurting his mom because HE's angry.

He sits that way for a moment, before finally jumping out of bed and grabbing his jacket. He's made a decision.

All of her life she's been running away from him. This time, however, he will catch her. And he doesn't plan on letting her go.

"Hey Carles, Sup Spence" Freddie sighs as he enters the Shay apartment two hours later. He'd searched everywhere for Sam- the fire escape, the groovy smoothie, her house, etc – and couldn't find her anywhere.

Carly and Spencer quickly stop their conversation and look at Freddie with guilty looks. Spencer, always a terrible liar, begins stuttering and nervously giggling as he greets Freddie.

"H-h-Hey Fredman! Carly and I weren't just talking about you, or... Sam or anything," He blurts, shaking his head and smiling a little too hard, "We were just talking about..." He struggles to come up with a cover.

"Eggs!" Carly blurts, jumping up. "I was just asking Spencer to go to the store and get some eggs! I'm craving french toast!" Carly explains, and Spencer jumps up.

"Yeah! Eggs! I was just leaving to go... get those eggs!" He grabs his jacket and runs to the door, clapping Freddie on the shoulder as he passes, "Later Freddo!"

As Spencer slams the door behind him, Freddie turns back around to face Carly.

"That was weird." He comments.

"Well, it is Spencer." Carly reminds him, sitting down on the couch and placing her hand on her large belly.

"Yeah," He heads into the kitchen and grabs a Pepi Cola out of the fridge. "Hey, have you seen Sam?"

"No, I haven't seen her since we picked her up last night." She tells him, giving him a strange look.

"Oh, I'm getting really worried about her. She's not answering my calls, my texts, and I can't find her anywhere."

"Why are you looking for her?" Carly questions, giving him an accusatory look. "I thought you two weren't speaking."

Freddie freezes mid-sip, catching his mistake. "Oh, yeah." He fumbles for an excuse, "I think we kind of made up last night." He says, rubbing his hand against his neck.

"Oh, you made up?" Carly asks, standing up and slowly walking toward him, "You made up... and made out!" She accuses, wagging her finger in his face.

He leans away from her finger and looks at her in surprise. He's actually a little afraid for his life – Carly has gotten quite hostile during her pregnancy. And her standing there- over eight months pregnant, pissed off , with her hand awfully close to his face- is really freaking him out.

"Carly, I can explain-" He begins, but stops as he realizes something, "Carly! Were you spying on us?" He accuses, standing up and glaring right back at her. He's grown quite a bit taller than her in the years, but short pregnancy temper sizes him up well.

"Apparently that's what I have to do since you two are keeping things from me! First the drinking and now this! What else are you two hiding from me? How long has this even been going on?" She begins ranting, her cheeks growing red.

"That was the first time, Carly. Well, I mean, the first time in a while..." He admits, remembering their make out session when she was drunk.

"IN A WHILE!?" Carly exclaims, angry and hurt at her friends' distrust.

"Well, the last time she was drunk and we were going to talk about it but you called and told us you were pregnant and then it never really came up again... and then last night it just... happened." He rambled sheepishly.

"I can't believe you two kissed before this and didn't tell me!"

"Well, you had your own drama and we didn't want to add to it..."

"But you two are my best friends," Carly says, her voice getting softer, "All I really want is for you two to be happy. And for you to feel comfortable talking to me about anything. " Her eyes are watering when she turns and looks him in the eye, "I just want you two to be happy, and if being together is what makes you happy then I'm okay with that. I think it's great."

Freddie reaches out and hugs her as she cries quietly. He holds her for a moment before pulling away and looking at her,

"Carly, I never wanted to make you feel left out or like Sam and I were keeping things from you to hurt you. There was just... so much on and so much drama and we didn't want to pull you into it. And all this time, I was watching Sam and taking care of her while she got wasted and I didn't know why I was doing it. Well, I didn't know until last night at least. I let her do what she did because I wanted to be near her. I wanted her to need me so that I had an excuse to be around her and talk to her and spend time with her. And the more time I spent with her, the more I liked her. And, I don't know if it's love or anything, but I didn't realize until last night that I don't want to be with anyone else. I want to be with her. I want her, Carly. I've never wanted someone so bad in my life. Not even you. And it wasn't even in a sexual way. I was content with just sitting there watching her. Just being next to her." As he rants he walks over to the couch and sits down, putting his head in his hands. Carly sits beside him.

"And last night- man, last night- she gave me the best night of my life. I got to kiss her and hold her and I haven't been that happy in years. And I woke up this morning, wanting to roll over and put my arm around her and kiss her and hold her and just be with her, but I woke up alone. Do you know how scared, how worried I was? I was worried, not only that she didn't feel the same way for me, but just worried that I didn't know where she was. And I kept calling and texting her and she wasn't responding. My heart started beating really fast and I started to feel anxious and all I knew was that I had to find her. Even if I couldn't be with her, I had to know where she was and know that she was okay." He starts getting choked up and Carly rubs his back sympathetically.

"And I still don't know where she is. She- she was my best friend and now I've... I've ruined it." He says sadly and ends his speech, unable to continue.

"Freddie." Carly finally says, "You know as well as I do that Sam Puckett will not be found unless Sam Puckett wants to be found." He grunts unhappily.

"But," She continues, "I also know that the one person with a true talent for finding Sam Puckett when she doesn't want to be found, is Freddie Benson." She encourages him, and he sits up. He looks at her with red, tired eyes.

"Really?" He mumbles, sounding very much like a little kid.

Carly laughs, "Of course, silly! Now go find her!" She orders. And with Carly's encouragement and blessing, Freddie gets up and heads to the door. He smiles and thanks Carly before she pushes him out with a laugh and shuts the door. He stands in the hallway for a moment, trying to think of the one place Sam Puckett would go to really get away and not be found, before he gets it. He smiles to himself and rushes down the back stairway and to the parking lot. He starts the engine and heads out, hoping that he's right.

She knew that if she ran, he would find her. It was his job, his specialty. It was only a matter of when he would find her. The fire escape, the Shay apartment, and the groovy smoothie would have been the first places he checked. Her own home and various clubs and bars around town would probably be next. He would scour the city looking for her, and never stop until he did.

Because that was his job, his specialty.

So she went to the last place he would go. The place that would seem so insignificant and random that he wouldn't even think to check there until he had already looked everywhere else.

She watches people shuffling around her, some running to catch their train, some just looking for a corner to sleep in for the night. The Seattle train station was... well, dirty. It was not well kept and crawling with bugs, trash, and hobos. The only people who stayed in the building for longer than an hour were those who worked there and those who slept there. The bathrooms were dirty and the food was greasy. But that never stopped her before, did it?

She's been there more times than she could count. She can still recall all the times she had come here, backpack heavy on her back, running away (or trying to), time and time again. All of those times she left her crazy mother and tried to gather up the courage to purchase a ticket. All of those times she had wandered in, lost and confused, wanting nothing more than to go far, far away.

This time, though, she isn't running away. She's just trying to catch a few moments to think. She had ruined everything, everything, all in one night. She was stupid to kiss him. Stupid to go in his room, lay in his bed, to have him, to hold him, for that one night. She was so stupid to think that she could be the kind of girl who falls in love and wakes up in her lovers arms. She had too much baggage, to much to put up with. He'd leave her in no time (everyone else did). She was an alcoholic, she could finally admit that to herself. She was a raging, insensitive alcoholic. She was a bad girl. The complete opposite of what he deserved.

He deserved someone who would wake him up with kisses and a beautiful smile, someone who would fix him breakfast and tell him over and over again that she loved him. Someone who wasn't so damaged.

But, hadn't he said the night before that that wasn't his type? Good girls like Tiffany Steele and Carly Shay. He'd said that that wasn't what he wanted.

Well then what did he want?

Certainly not her. They'd hated each other for years. She'd hurt him (physically and emotionally) practically every day that they'd known each other. He'd said on multiple occasions that he couldn't stand her. That he hated her.

But it was never actual 'hate' that they felt for each other. She knew that. But he still felt strong feelings of dislike toward each other. When had that changed? When had their rage turned to lust? When had the tension between them become a type of sexual tension?

She didn't exactly known when, but she knew that it had happened. Now that she had acknowledged that it happened, she could suddenly see things more clearly. The close proximity between the two- even when they were 'fighting'- and the constantly hitting and mocking, was merely an excuse to be near each other, an excuse to touch each other. Her initiating fights with him, was merely to get him to notice her. And after he finally did notice her, even he had come to sort of like their fights.

Last night, he'd looked at her the way that -she realized- he had always looked at her. A look filled, not only with lust, but with a love so deep and so pure that it made her tremble even now.

She was so determined to run away from what happened last night. To ignore it and forget and to pretend that it didn't mean anything to her, but they both knew that she was lying to herself. All that time she had spent guarding her heart... As much as she had convinced herself that the feelings she felt toward him were feelings of hate, she finally had to admit it, at least to herself. Sam Puckett - the mean, heartless alcoholic, was falling harder and harder for one Freddie Benson – the nerdy (and surprisingly hot) good guy.

"Sam?"

She'd been so lost in her thoughts that she had forgotten she was sitting on a bench in a train station. His voice jerked her out of her trance.

"There you are" He said, giving her a small smile. She mentally cursed him for knowing her so well and for interrupting a startling self discovery. She scowled at him in response, although her heartbeat had sped up considerably at the sight of him standing there in front of her.

"What are you doing here, Fredweird?" She asked, crossing her arms.

He ignored her insult, "Can I sit?"

"No." She replied, flinging her legs up on the bench.

"I figured you'd say that," He said. He then got down on one knee and smirked at her.

"What are you doing?!" She hissed, pulling her legs off of the bench and punching him in the arm.

He winced, "We need to talk and you wouldn't let me sit. What, do you not like this position?" He mocked, "You've already taken my virginity. And I promised my mother I wouldn't have sex before marriage."

She punched him again and he let out a yelp of pain. "Shut up and get up here," She said, motioning to the seat next to her on the bench.

He smirked again and jumped up taking the seat next to her.

"Now what do you want, nub?" She asked gruffly.

"You." He said simply.

She practically growled under her breath and whopped him in the arm once again. "You have 30 seconds before I beat the ego out of you." She threatens. He heeds the warning and holds his hands up in defense.

"Okay, okay. But I'm serious, Sam. You can't tell me that last night didn't mean anything to you."

She fought off a blush and stiffened, "Yes, I can."

He read her easily, "Look, Sam. I know you have trouble putting yourself out there. You're afraid of what could happen and you don't want to get hurt, but it's okay to put yourself out there."

She didn't respond and wouldn't look at him, but she scoffed. He sighed and reached out to grab her hand. "Off." She grunted. He pulled his hands off of her as though he'd been tasered.

"Fine. But, Sam, you've known me for years. Since we were kids. Since before Carly and all of the other exes and crushes. You've been hitting and abusing me for our whole lives and look," He took a risk and tilted her chin in his direction so that she was looking at him, "I'm still here. And, newsflash, I'll always be here. Whether you want me to or not."

She still didn't respond and he decided it was time to go to the extremes. "Look, I'm just going to be forward about it. Maybe you can't put your heart out there until someone else makes the first move." He says and slides off of the bench again. He kneels in front of her again, on one knee. She's so shocked she doesn't stop him as he takes one of her hands in his. "Sam Puckett." He takes a deep breath, "Our history together is full of firsts... And I've never liked anyone as much as I like you. Never. Sam, I like you so much. And I know you're going through a lot right now, but I've been there for you before and I want to be there for you now. I want to be with you, Sam. I want to be with you so much that it hurts. So I want to ask you: Sam, will you be my girlfriend?"

She so badly wants to say yes. To jump in his arms and kiss him and tell him how much she wants to be with him too, to give him just the response that he deserves... But she knows that she can't do that to him. Because no matter how much she wants to be with him, she can't. He deserves so much more. And one morning, he'll wake up and realize that. And he'll be out the door, just like everyone else. She can't lose him too. She just can't. So, she does the first thing that comes to mind.

She punches him in the face.

"OW, SAM!" He exclaims, jumping up and clutching his very sore (but hopefully not broken) nose. "What was that for?"

She shrugs, "For being a nub and embarrassing me in public." She stands up and they glare at each other for a moment before he whines.

"Sam! Can't you be sincere with me? Just this once? Just tell me how you feel."

"Nauseated." She deadpans and then sighs at his pouting face. "Look, Fredwad. We can't be together." He starts to interrupt but she continues, " I don't like you like that."

He looks her right in the eye. She struggles to look convincing. "You know," He mumbles, stepping closer so that their noses almost touch, "You' really are an excellent liar." He compliments.

She rolls her eyes and smirks, pushing him away from her. "Whatever, Freducation. I'm not going to be your nubby little girlfriend." She begins to walk away, "Now, come on, Mama's hungry and you're gonna buy me an apology ham to make up for your utter nub-ness."

He reaches out and grabs her hand, pulling her back to him so that they're inches away from each other again. "Fine, Sam. I'll buy you your ham. I'll buy you as many hams as you want. But just know, that I'm not going to give up." It's his turn to smirk as she scowls at him, "You will admit that you like me. And you will be mine." He states.

She stares at his lips, not pulling out of the embrace as she mutters, "Keep dreaming, nerd. "

He breaks into a smile as he pulls away and puts an arm around her. He brings his mouth to her ear and whispers, "I think you'll find that I am a very persistent nerd."

She stomps on his foot and punches him in the gut as they walk off.