Sam took a large bite out of her Fat Cake, gazing at the T.V lazily. She was in Carly's apartment while she and Spencer were out shopping. Carly was getting new clothes, of course. Sam loved her best friend, but sometimes she couldn't help but get jealous at how easy her life seemed. Just then the door opened and Sam glanced over uncaringly, thinking it was just Carly and Spencer coming back. She had to do a double take when she saw Freddie standing there, looking horrible.

His shoulders were slouched, and dark circles lay under his eyes. Sam could tell he had been crying by how red and puffy they are.

"Is Carly here?" he asked in a dull voice. Sam had to hold in a sigh. Of course he would go to her when he had a problem. Not that she was jealous, of course…

"No," she told him, eying him lackadaisically, "What's your deal?" Freddie shook his head and turned to leave. Sam sighed and got up, putting a hand on his shoulder. Freddie turned to look at her.

"Just tell me what's wrong dude," she said. Surprisingly, Freddie glared at her.

"Like you care," he muttered, and turned again. Sam fumed. How dare he turn his back to her? She was trying to help, and here he's acting like she's not good enough? Sam grabbed his shoulder and spun him around.

"Listen, nerd-" she started, ready to insult this boy to death when suddenly he interrupted her.

"My dad called this morning," he said. Sam frowned. His dad? She had never met his dad… Freddie sighed at the confusion on her face.

"My dad left my mom when she was pregnant with me and neither of us have heard from him ever since," he explained.

"Well what did he say?" she exclaimed, taking a step forward in excitement. Freddie shook his head.

"I didn't talk to him, but my mom did. She told me while she was crying that he asked for money and that's it. Fifteen years since he left, and the one time he actually tries to contact us if when he wants money!" Sam's breath caught. She had never seen Freddie this angry or sad, and it made her heart ache. Her shoulders sagged as she tried to think of what to say. She was never good at this type of thing; all she knew how to do was hurt people. Sam never had been good at trying to cheer people up.

"Sorry," she muttered lamely. Freddie simply shrugged. It was silent for a second before Sam sighed and went to sit back on the couch.

"I guess this is why you wanted to talk to Carly, huh?" Freddie shrugged again and sat next to her.

"I don't know why," he said, "I was kind of just looking for anyone, you know? My mom is just crying, and I wanted to get out of there and this is the only place I could think of to come."

"So what are you gonna do now?" Sam asked, looking over at Freddie. He had been staring at the ground, but now he looked up at her.

"I guess wait here for Carly," he said. Sam dropped her eyes so he couldn't see the disappointment in them. Why was she so sad when he mentioned Carly's name? Well, it was like she wasn't good enough. She could never be good enough when Carly was an option…

"Are you alright?" Sam looked up at Freddie to see him looking straight into her eyes. Her breath caught for a second before she recovered and raised an eyebrow.

"You're asking me?" Freddie shrugged and looked away. Sam held in another sigh. Why couldn't she just find a way to make him feel better without Carly's help? It seemed all she could do was hurt him, and while that was fun, it didn't help anything right now. Finally Sam took a deep breath, turned, and wrapped her arms around Freddie's neck. His body froze for a second, and Sam found herself worrying that he would pull away, when suddenly his hands slipped around her waist and brought her closer.

Sam dug her face into his shoulder, which surprisingly wasn't nearly as skinny and wimpy as she had expected, and breathed in his scent. He smelled kind of like a hospital and computers, but it was actually kind of comforting. After what seemed like forever, they finally pulled away. They sat staring at each other for a second before Sam look away, crossing her arms stubbornly.

There was an awkward silence before suddenly Sam felt something soft on her cheek. She turned wide- eyed to see Freddie avoiding her eyes, his face cherry colored. Sam was in shock. Had he really just done that? And more importantly… had she actually liked it? Freddie swallowed hard. Why had he just done that? Did he have a death wish or something? Finally he glanced at Sam to see if she was getting ready to hit him or not. He did a double take when he saw her eyes flooded in an emotion that wasn't anger.

"Er, Sam?" he started tentatively, "Are you-?" Suddenly Sam grabbed the collar of his shirt and just as he thought he was going to hit him he felt soft lips press against his. Freddie froze for a moment, but then his eyelids drifted shut and he kissed her back. The fireworks he had felt with their first kiss reignited, and Freddie wrapped his arms around Sam's waist. Sam was shocked that he had kissed her back, but quickly recovered and tilted her head to deepen the kiss.

Freddie gathered his courage and ran his tongue along Sam's bottom lip. After a moment of stopped motion so that Sam could tease him, she finally parted her lips, granting him access. They battled for a while, but surprisingly Freddie ended up winning. There was no telling how long they kissed, but eventually they had to break apart for air. All was quiet as the two looked at each other in awe.

"Er," Freddie murmured incomprehensibly.

"My bad," Sam muttered. Both noticed that they hadn't released their positions, but neither moved. Finally Freddie smiled a bit.

"Thanks," he said. Sam frowned at him.

"What're you talking about, Benson?" Freddie smirked, something Sam didn't see a lot on him but definitely liked.

"You cheered me up a lot more than Carly would have." Sam's heart swelled with pride, and though Sam would never admit it, she was glad to finally have beaten her best friend at something. Finally the two teens released their position and resumed their seats, though this time Freddie had his arm around Sam's shoulders and Sam leaned against him.

"Now we just have to worry about one thing," Sam said. Freddie frowned at her.

"What?" Sam turned to him.

"Who's gonna tell Carly?"