This the final part, and it's the longest because of the smut and everything.

Thank you for the follows, faves, and reviews.

Disclaimer: I don't own 'iCarly' or the characters.

No POV

Carly jumps slightly, the remnants of her orgasm fading away as she pulls the toy out and covers herself, a natural response.

"What are you doing in here?" Carly asks, staring at Freddie as she covers herself with her thin blanket, wrapping it around her like she does a towel after a shower.

"Spencer called and asked me to check in on you since he's at the hospital for another day or so." Freddie answers, staring at Carly, stunned.

"Well, I'm fine. I was just getting ready for bed." Carly says, standing up and grabbing her robe that she hung up on her closet door, putting it on then dropping the blanket, her back to Freddie, and tying it.

"That's how you get ready for bed?" Freddie asks, staring at the toy still slick from being in Carly and her orgasm as he walked in.

"Okay, you can leave now." Carly says, pushing Freddie out, not realizing she didn't properly cover herself with her robe before tying it.

"Did your boobs get bigger while you were gone?" Freddie asks, staring down at her erect nipples.

"Shut up." Carly says with a blush, pulling the top of the robe closed. "And yes, I did, if you must know. One of the girls I know in Italy talked me into getting them up a cup size." She says, struggling to push him out of her room.

"You look amazing. Your hips filled out and your body is amazing." Freddie says, as if he's in a trance, as he stares at Carly. Before any of them say anything else, he leans down and captures her lips with his. "Shit. I am so sorry." He says, pulling away.

"Damn, you're a good kisser." Carly says, grabbing him by the back of the neck and pulling him down for another kiss. "You know, Sam told me your cock is the perfect size to suck." She whispers after pulling away, her hands going to untie the robe and slide it off her shoulders, her lust taking over.

Too stunned to say anything, Freddie watches as Carly kneels down and starts undoing the button and zipper of his pants, eyes wide at the lust he sees in her eyes. "Wait, you and Sam talked about me while we were dating?" He finally asks as she pulls his pants and boxer briefs down, her eyes locked on his growing erection.

"We're girls. It's what we do." Carly says, starting to lick the head, making it quickly grow to its full seven inches. "Ooh, nice." She says, opening her mouth wide and taking almost six inches of it on her first try, moaning at the taste. "Mmm." She moans as she sucks him, her head moving back and forth as she uses her tongue to tease him, her eyes locked on his.

"Oh, you're good at that." Freddie moans when she pulls her head back, leaving her lips locked around the head, and teases the head with her tongue.

"I'm glad. I met a few guys, and girls, who taught me all I needed to know to please a man or woman." Carly says, pulling away to respond before going back to sucking him. "When was the last time you got a blowjob?" She asks, pulling away, her left hand slowly jerking the shaft as her right hand plays with his testicles.

"The day before Sam and I broke up." Freddie grunts out, trying to hold back his fast approaching orgasm. "Why?" He asks, starting at her gifted hands.

"Because I can tell you're close to cumming already." Carly says, putting the head back in her mouth. Without wasting time, she starts to suck him off quicker, wanting to taste him.

"Fuck." Freddie grunts out, filling her mouth with his seed.

"Mmm." Carly moans, half from the taste and half from the surprise, quickly swallowing his seed. "A little warning next time." She jokes, standing up and dragging him to her bed, pushing him on his back and quickly pulling his shoes, socks, pants, and boxer briefs off. "Have you ever eaten a girl out before?" She asks, standing up and showing him her bare mound, wet from or orgasm moments ago and her lust at Freddie.

"A few times. Once with Sam when we started dating and a few other girls after you left for Italy. Why?" Freddie asks, staring at her nude form in the moonlight.

"Because, you're going to eat me. Take your shirt off. I want to see those abs." Carly says, playing with her nipples.

"Uh, okay." Freddie says, confused but going along with it. Sitting up, he takes his shirt off and tosses it aside.

"Now lie back down. I want to see how good you are." Carly says, pushing him down and climbing over him, placing her wet mound directly over his lips. "Ooh, nice." She moans out when his tongue immediately goes to her clit and licks from the clit to her taint. "Ooh, you've been trained well." She says, leaning forward to give him more room.

"I want to try something." Freddie mumbles from between her thighs.

"Wha-ooh." Carly goes to ask, letting out a moan when his tongue starts lapping at her asshole, exploring the tight hole by licking it and trying to push his tongue in it. "Oh, that feels better than I thought it would." She moans out, sitting up a bit to give him more room with her asshole. "Eat my ass, Freddie. Fuck it with your tongue." She says, starting to grind on him.

Doing as she tells him, Freddie can't help but think about how quickly this escalated. How he went from checking to see if Carly was okay and resting fine, to her sucking him off and swallowing his cum and making him eat her out.

He's not complaining, but still. It did escalate quickly.

Within moments, Freddie feels Carly start to grind on him faster, her mouth moving to take his hardening shaft in her mouth. With a muffled moan, she has a powerful orgasm on his tongue, from the nimble pink part moving from her asshole, her pussy lips, and her erect clit.

"Damn. Where'd you think of the asshole licking?" Carly asks, climbing off of him.

"Saw it in a porno after Sam and I broke up." Freddie says, looking at her. "Did you like it?" He asks, suddenly shy.

"Of course I liked it. Didn't you hear me say it was better than I thought it'd be, or my moans as I came?" Carly asks, moving to straddle his waist.

"Not really. Your thighs kinda blocked out any sound." Freddie says, his hands moving up to play with her tits. "Damn, they feel good." He says, giving them a tentative squeeze, pinching the nipple.

"They taste better than they feel." Carly says, lifting her hips up and using her right hand, she positions his hard cock at her opening, slowly lowering herself down. "Want a taste?" She moans as she gets about half of him in her, sliding herself up to let her fluids lube him up.

"Uh-huh." Freddie says, nodding, entranced by her chest.

"Good. Maybe if you make me cum before you do, I'll let you fuck my ass." Carly says, leaning forward until her left tit is positioned over his mouth, his hand moving to play with her clit between them as his other hand stays on the opposite tit.

Without a word, Freddie latches around the nipple in front of him, lightly biting the nipple as his lips start to suck on the tit flesh. With a moan, Carly starts to ride him slowly, adjusting her hips so he has more room to play with her clit as she rides him.

"Mmm." Freddie moans around her tit as she lets out a loud grunt/moan when the tip of his cock brushes against her sensitive spot.

"Fuck I'm close." Carly warns, bouncing harder on him as her orgasm nears quicker than she thought. Without warning, Carly lifts herself up and starts playing with her clit, removing her tit from Freddie's mouth. With the way he was getting her close, she does what she rarely does, even with the girls she met in Italy who used toys and techniques specifically to do this, she squirts on Freddie's lower stomach and hips, some splashing his cock. "Fuck." She moans, jerking as her orgasm subsides.

"Damn that was sexy." Freddie says, staring at the shiny skin between Carly's thighs.

"A deal's a deal." Carly says, catching her breath, as she grabs his cock and positions it at her tightest hole.

"We don't have to do this." Freddie says, trying to stop her by grabbing her hips and attempting to pull her off of him.

"I know. I want to feel your cock in my ass like your tongue was." Carly says, wiggling out of his grip and placing the tip of his cock at her hole again. "Have you ever fucked a girl in the ass?" She grunts out, forcing herself down, taking it an inch at a time before sitting up and pushing herself down for more.

"Never." Freddie says, watching as her ass cheeks surround his cock as she tries to fit all of him in her. "I've watched some anal online a few times, but that's it." He admits, his hands gently pushing her down at the hips, trying to help out.

"Looks like a first for both of us then. I've never put anything thicker than my finger back there." Carly admits, moaning when she finally bottoms out. "On my bedside table, there's a small bottle of warming lube. Grab it." She orders, not wanting to move and hoping Freddie can reach it easily.

"Why?" Freddie asks, reaching for the small bottle he barely sees with the moonlight.

"Better safe than sorry." Carly says, grabbing the lube from him and opening it, letting some drizzle on her palm before she starts to work it on his shaft as she sits up. "Besides, it feels good, doesn't it?" She asks, locking eyes with him as she lowers herself down again, the motion easier thanks to the lube.

"Yeah, it does." Freddie admits, though he's not sure if he's talking about the lube or Carly on top of him, his sword going into her sheath.

In what feels like no time, Freddie grabs her hips and pulls her down as he fills her tight hole with his cream, the both of them moaning. To reach her's again, Carly starts to rub her clit, bringing her orgasm closer.

"Wow. Never had a creampie before." Carly says with a laugh, slowly pulling off of him, laughing when there's a slight pop sound from his dick slipping out of her ass, some of his cum leaking out of her gaping hole. "We're gonna have a lot of fun while I'm here, I can feel it." She says sexily as she scoops up some of his cum from her hole and licks her fingers clean. "Mm, now I see why Sam loves meat so much." She jokes as she lays down on him, the two quickly falling asleep, not a stitch of clothing on them.

Well, here's part 2. Hope it was good, and believable.

I know Carly was massively OOC, but I figured her time in Italy would have changed her a bit, especially since her dad can't be there to keep an eye on her at school or anything.

Thank you for reading. Please review.

Blessed Be.