Author's note: This is my first fanfiction so I hope it's okay. It's smut so stop reading if you don't like smut.

It was a rare thing for Freddie to be at Sam's house, especially without Carly being there to keep Sam and Freddie from tearing each other's heads off. It was even rarer for Sam to do schoolwork, but here she was, at her house working on a class project with Freddie in her room. After 2 hours of work that Sam got hungry. She went down to cook some bacon, leaving Freddie in her room all alone. For the first time since he got there Freddie looked around. He was struck by the plainness of the room. Sam didn't do girly, and her room was proof. Most of her stuff was at Carly's because she practically lived with Carly. All that was in her room was a bed with plain sheets (Sam hated pink), a dresser, and the desk the project was on. Freddie was surprised how clean Sam's floor was, and as he was looking around he spotted something.

Sam's pile of dirty clothes were thrown on the floor, and course Sam was too lazy to put them in the proper location. She must have changed out of them before, Freddie thought. A penny-T and a pair of jeans were in the pile of clothes but the blue pair of panties attracted Freddie's attention. They were obviously worn and a damp spot was visible in the crotch. Being a teenage boy Freddie couldn't control himself. Letting his hormones get the better of him he sniffed the the crotch of Sam's panties and could feel himself getting hard from the scent. As Freddie stuck his tongue out to lick the damp spot Sam walked in and caught him with his face in her panties.

"WHAT THE FUCK FREDDIE?!" Sam screamed.

"It's not what it looks like Sam." Freddie stammered. He knew he was in deep shit now.

"I'm not that stupid Benson. I know what you were doing. I'm gonna make your life hell. First I'm gonna kick your ass. Then I'm gonna tell everyone what a pervert you are." Sam threatened, grabbing his collar.

"Please Sam, I'll do anything. Just don't tell anyone what you saw!" Freddie begged.

Sam was very angry that Freddie was sniffing her panties. She felt violated, but the thought of someone wanting to sniff her panties turned her on, even if it was Freddork. She felt herself getting hot and bothered. She needed release and she knew her fingers wouldn't do the job. Sam never would never be able to live down letting Freddie stick his penis in her, but she thought another part of him could be useful. Sam reasoned that if Freddie liked putting his nose and mouth in her panties then he would like using his nose and mouth for activities much more enjoyable to her. Sam pushed him away and his back hit her dresser.

"You know what dork, I'm feeling generous today. I won't beat you up or tell anyone what a disgusting pervert you are." Sam offered.

"You're not gonna do anything to me? I'm off the hook?" Freddie asked hopefully.

"Yes, you are. But you have to do something for me first. Get on the floor and lie on your back." Sam ordered.

Freddie did as Sam told him, desperately hoping to save himself the embarrassment of having everyone know what he did. Sam slipped out of her jeans and ripped off her soaking panties and stood over Freddie, exposing her bare pussy to his eyes for the first time.

"You like my pussy Freddie?" Sam taunted. "You'll get my pussy. Use your mouth to make me cum and all will be forgotten." Sam told Freddie.

Sam lowered herself so his lips touched her nether lips and she placed all of her weight on Freddie's face. Freddie got to work quickly. He ran his tongue along the length of her folds, making sure to flick her clit. He then stuck his tongue in her opening, sucking out the precum and fucking her with it. Sam let out a loud moan, letting Freddie know she was greatly enjoying his treatment. Freddie alternated between fucking her with his tongue and licking little circles around her clit, making her groan in enjoyment. Sam was breathing heavily, and Freddie decided try something new. He French kissed Sam's vagina, causing her to squeal in pleasure. She was enjoying this very much. Sam unbuttoned her shirt so she could play with her breasts as her orgasm built in her stomach.

"Oh my god Freddie it's so good!" Sam cried as she pinched her nipples and rode his mouth, her climax approaching.

Freddie took that as a cue to speed up his tongue fucking, going as deep as it could, trying to simulate the penis he wished he had inside her. He sucked her clit hard one last time and that sent her over the edge. She screamed his name as she came in his mouth, most of which Freddie swallowed, but some got on his face. Sam continued to ride his face as she came down from her high. Aftershocks of her orgasm continued to ripple through her body as Freddie continued to lick her, getting slower and slower as her body calmed down, making sure to clean all the cum out of her pussy. Finally it was over, and Freddie planted one last kiss on Sam's vagina before she rolled off him.

"So was it good? Will you keep this between us?" Freddie asked.

"It was amazing. I won't tell a soul" Sam told him, still panting from the mind blowing orgasm Freddie just gave her. Freddie sighed in relief, glad his ordeal was over.

Freddie then heard Sam mutter "You need to sniff my panties again sometime." Freddie looked over to see she had passed out from sexual exhaustion. He couldn't help but be turned on at the sight of the hot blonde still naked from the waist down with a very satisfied look on her sleeping face, her open shirt exposing her still hard nipples. As the brunette pondered what to do about his erection he remembered the project that had been interrupted.

"Not now," Freddie groaned trying to ignore his boner so he could finish the assignment.

Author's note: Thanks for reading my fanfiction. Tell me what you liked and how I could do better in the reviews. Please don't be mean if I'm bad because this is my first story.