Since I haven't written smut in a while and this popped into my perverted mind, I thought I'd put in up. And just be warned, there IS Creddie action, sorry in advance! Also, the chronology of the series might not match up perfectly with this story, but let's just pretend it does, OK?

And if it remains to be said, this is rated M for a reason. You've been warned, so turn back now if you don't want to read adult/mature material.

Carly entered Freddie's apartment and found him in the shower. His mother had left for a short while, blaming Carly for her "little boy's" injuries, of course. Carly explored his room, admiring his various figurines and his computer equipment while she waited for him to finish. She began to think about how her and Freddie's friendship had changed over the years. Sure, he was still the same ol' Freddie that she shot down a hundred times in the past. But he was also loyal, faithful Freddie who risked his life to save hers. Maybe those feelings that she's been repressing over the last few months are real.

It happened ever since she found out about the kiss he shared with their mutual best friend, Sam Puckett. Sam, who made his life a living hell ever since middle school. Sam, who made fun of him and everything he did. Sam, who he's been getting closer to lately and might just end up stealing him away if she wasn't careful. But how could he fall for such an unruly, abrasive girl?

Suddenly, she was snapped out of her thoughts by Freddie calling out from the bathroom. He had fallen in the shower. She offered to come in and help him, but he turned down her offer since he was naked. Eventually, the two agreed to let her come in and help him, as long as she kept her eyes closed. She tried her best to honor his wishes, but ended up sneaking more than one peek and she liked what she saw.

The scrawny, nerd from across the hall was replaced by a young man with developing muscles and, from what she could see, a well developed manhood. The very sight of something like that began to cause her nether regions to twitch. In fact, it was more than a twitch. That sight along with Her being so near to him caused a full-fledged flood between her legs.

Awkwardly, Carly helped him get his robe on and assisted him in making his way out to the bedroom, where he plopped himself down on the bed. After a short discussion and him sending her to the kitchen to retrieve a drink for him, he slipped his underwear and a t-shirt on before pulling the robe over his body again while she was gone. As soon as she returned, Carly began to confess her feelings for him and what he did. Freddie, of course denied the praise she was giving him. He was her friend and nearly had himself convinced he would never be anything more.

"Everyone at school says you're a hero" Carly told Freddie, staring into his brown eyes.

"I don't really feel like a hero." He protested, ever so humble.

"You are to me." The brunette put her hands on his shoulders and gently pressed her lips to his.

Freddie slowly placed his uninjured arm around her waist as her hands connected at the back of his neck. Their lips mashed together and their tongues soon wrestled for dominance. Slowly they cuddled together on his bed, where they continued to kiss and pet for a few minutes.

Carly made sure she wasn't putting any undue pressure on his injuries, resting her leg just over the ever-hardening bulge in his boxers, which she couldn't help but notice, and be even more impressed with.

The brunette ran her hands down his chest and slowly began making her way further south. Freddie was too busy cupping her perky boobies through her sweater to protest. He had never felt up a girl before and this was his wet-dream come true, a handful of Carly Shay's tit, even if it was through multiple layers of fabric.

It took another few minutes of very heavy petting before Freddie began to feel guilty and stopped the action. "Carly, aren't we going a little too fast? We were 'just friends' a couple of days ago and here we are doing things neither of us ever would on a first date."

"Speak for yourself." She smirked to him. "Besides, how's this fast? You've been wanting to bag me for years, now you finally get to have some of this." Carly pulled her sweater over her head and reached behind her body to begin fumbling at the catch on her bra. While she made no secret that she was 'saving herself', there was nothing wrong with what they were doing in her book.

"Carly, stop. Not like this." Freddie didn't want to take advantage of her and took her hands in his to prevent her from exposing her breasts to him. "I don't feel right about this. Maybe some day you'll regret all this."

"I want to, Freddie." Despite his reservations, Carly was raring and ready to go, hornier than she'd ever been. "Nothing is going to change my mind."

"It's not right. I mean. . . " He began before she put a finger over his mouth to shush him and shook her head.

"Oh, It'll be right. When your dick is in my mouth." She slyly smirked and rubbed her groin into his hard dick.

"Wai, what?" He stumbled over his words as Carly pulled off her purple push up bra and reached down to run her hand over his stiff member. "Your mouth might be saying slow down, but little Freddie is saying full speed ahead."

In a matter of seconds, she relieved him of his robe and the only thing now between his manhood and her hand was the thin layer of fabric of his underwear.

"You do want me, don't you?" She asked with a sultry voice. "Because I want you. Right. Now."

The poor boy was too gobsmacked to offer any further resistance. Soon, her hand was beneath the waistband of his boxers, stroking the bare flesh of his throbbing penis. After a minute or so of stroking and kissing, her head went lower and soon she had a nice mouthful of Freddie.

As she moved her hand and mouth up and down over him, Freddie felt things he'd never felt before. He was no stranger to masturbation, but this was beyond any pleasure his hand had ever provided. He knew he could not last long like this and he also knew it was a bad thing to blow his wad in a girl's mouth. At least by the way the other guys at school talk.

"Slow down, baby. I don't want to go yet." He moaned, stroking her silky hair.

"Did you just call me baby?" She lifted her mouth off him, giving his libido a moment to relax.

"Um, yeah. I hope that's alright." He wanted to see more of her and gently pulled up against her shoulders, encouraging her to move further up his body, where she trailed gentle kisses. Freddie's hands found their way to her breasts, where he began to knead at her flesh melons. His hesitation from moments earlier long gone, he wanted nothing more than to see every square inch of her perfect body as she straddled him.

Her perky, B-cup boobies now being fondled by his hands, began to react to the cool temperature of his room and drew into stiff peaks. Instinctively, Freddie began to kiss and suckle at them causing her to moan with pleasure. After a few minutes, she had her hand rubbing her moist pussy through the thin fabric of her silky underwear. She stood for a moment and quickly slipped the skirt down past her hips, where it piled on the floor. Her panties soon followed and Freddie now got a wonderful view of her nicely trimmed, brunette bush.

"I thought all girls shaved." He ran his fingers hesitantly through the short, curly hairs and moved closer to the place where she longed for him to touch.

"Nah, not completely." She replied. "Just the lips and lower part. It's too itchy to shave up here." She moved his hand through the patch of fluff and pressed it right up against her wet pussy and directed him to her hard bundle of nerves just past the edge of where the hair stopped. "Sam shaves, or so she says. I tried it a couple of times and it nearly drove me crazy."

His hand rubbed at her sex as she rubbed at his for a moment or two. "You can put a finger inside if you want." She suggested. "Please."

Freddie had watched enough porn online to know exactly how to curl his fingers to make her eyes roll back in her head. She began to pant and breathe heavily as he stroked deep and added another finger to her sexy, wet vag.

"Oh, Freddie, yes. That's it. Right there, right there." Carly rotated her hips to get the maximum pleasure from his actions and ran her free hand to her own clit in an effort to finish herself off quickly. A matter of minutes later she clenched onto his fingers so tight, she nearly pulled his knuckles out of joint and left out a load, throaty moan. "Gawwwd, Freddie. Unnngh!"

After regaining her breath and showering him with more kisses, Carly again lowered her mouth to his now painfully hard dick and once more began to suck and stroke him. She knew what she was doing and also what to expect, and she was prepared for what was sure to come, sooner rather than later, if the way he was jerking his body was any indication. It only took a minute for him to near his breaking point.

"Oh, oh, oh! Stop, baby. I don't want to do it yet. Aww, Carly, please." He begged, not wanting to fill her mouth, but it was soon to late to prevent that eventuality. "I'm coming, baby. Please don't stop. Oh, God, Carleeeee!" He gripped her hair and thrust his hips upward as he shot spurt after spurt of hot semen into her mouth.

Carly, surprisingly, didn't seem to mind having her mouth creamed and simply leaned to the side to let the fluid run out of her mouth and down her chest, where she left it for a few seconds before getting up to go to the bathroom to clean up.

Poor Freddie just laid on his bed and stared at the ceiling as his breathing slowed and his body cooled down from its previous state. Soon, the girl returned to his side and began to pull her underwear back on while he simply pulled his robe back over his bare body. This had been the best day of his life and he didn't want it to end.

"Where did you learn to do that?" He wasn't sure how a sweet, innocent girl like Carly could have possibly developed the oral skills she showed him. Not that he had anything to compare her skills to, but it felt damn good, none the less.

Carly was pulling her sweater back over her head, after giving him her bra for him as a souvenir. "Griffin. When we dated, he wanted to have sex, but I told him I was waiting. One time, after we made out for a long time and he had fingered me, he suggested I try giving him head. I didn't know what to expect at first, but he showed me. I didn't let him go in my mouth, though. He did it on my tits."

Freddie just nodded, kind of jealous that an asshole like Griffin got a blow job from Carly before he did, but thankful on the other hand that Carly was so good at it.

"It was in the living room. Spencer came home early and almost caught us and I knew he could smell it in the air. I think that's another reason he hates Griffin." She giggled.

"Nice." Freddie smirked. "I mean, you are soo fuckin' hot. And even hotter with glazed tits."

Carly simply snickered and laid down on his bed beside him. "And Sam says her mom told her getting cum on them will make them grow. I need all the help I can get." For some strange reason, Freddie now thought of 'glazing' Sam's nice, luscious boobies as well. He had seen her bare chest once and he knew it was niiiiiice.

"Your boobs are perfect, baby. But you're not going to get an argument out of me if you want my cum on 'em again. So are we going out, now?" He asked.

"I'll be your girlfriend, Freddie. Or if you just want to be fuck buddies, I'm OK with that, too. If you don't want to be tied down."

"Hmm. I think I'll go with, uh, both. You know, having you as my girlfriend and having sex with you." He smirked and pulled her into a heated kiss.

This is the position they were in twenty minutes later when Mrs. Benson returned home and barged into his bedroom. "Freddiekins, I'm home, sweetheart! Ahh, what the yuck?"

OK, so maybe not my best smut scene, but I hope it's alright. I was actually thinking of having Sam catch them and join in, but I've already down a three way with Carly and Seddie. Sorry again for the Creddie, I'll make up for it, I promise. No flames for the Creddie action, please.