Samantha Puckett was officially freaking out. What in the world had possessed her to…jump him like that? She had just grabbed him by the arms…and oh boy, did the dork have some nice ones…and laid one on him! A gigantic, mind-blowing, blow your socks off type of one to be exact.

Oh chiz, oh chiz, oh chiz! Now he was looking at her like she had grown two heads and tail. Now what? What in the world was she suppose to say after that?

"Sorry."

Ugh, really? That's all she could come up with? Smooth, Sam...real smooth.

"It's cool."

She rocked back and forth on her heels as she tried to figure out what happens next. He was still looking at her, as if he was trying to dissect her like one of those dead frogs they worked on in biology class last month. Thankfully, Freddie had been her lab partner so she didn't have to work much. She had spent most of the time playing with the dead frog's tongue and Freddie would simply slap her hand in annoyance without looking up from his work. It was kind of cute.

And why in the world was she thinking about that? She needed to think about how to get out of this without looking like an idiot.

She let out a bored sigh. "Well, then…I'm going to go eat some fried chicken." She walked by him and for the hell of it, gave him a small punch on his arm. "See ya 'round, Fredward."

Freddie only winced a little at the punch, he was use to her abuse by now and was getting more and more tolerant of the pain, but then the wince turned to utter confusion as he watched her walk off. It took him a moment, but he quickly shook off the shock and went after her.

"Woah, wait a minute," he said as he grabbed her arm and slid back in front of her, blocking her way. "You can't just leave."

"Why not? You know if I go too long without fried chicken I get the shakes."

He sighed as he reached up to pinch the bridge of his nose, trying hard for some patience. With her, it was always hard to find. "Sam…you just kissed me."

"Uh-huh."

"On the lips," he pointed out in case she momentarily relapsed.

She shrugged. "Yeah, I remember. I don't need a play by play." She took a step to the side of him but he simply followed her lead and continued to block her. "You can move willingly or I'll move you myself…your decision."

"Now we're back to threats, I see." He then gave a little shrug. "That's fine if it makes you more comfortable."

"You want that double tap fist dance after all, Fredrick?"

"I'll pass if it's all the same. We're going to talk about this."

"Undoubtedly so," she agreed with a quick nod. "But not right now."

He crossed his arms defensively over his chest. "Why?"

"Several reasons. Number one?" She stuck out her thumb. "Mama needs her fried chicken."

Freddie ran his tongue across his teeth to keep his lips from twitching up in amusement. The girl always knew how to make him laugh. "And number two?"

She drilled a finger in his chest. "You need time to think first."

He lifted a brow. "Do I?"

"You know you do…I shocked you big time."

He snorted out a laugh. "That's an understatement."

She spread out her hands. "Well, you told me to go for it during your little speech…so I went for it."

"Well, yeah, but I thought…"

"That I loved, Brad, I know." She poked him in the chest again, this time a big harder. "Not my fault you and Carly didn't listen to me."

He frowned as he rubbed his hand where she poked. "Yeah, but how was I suppose to…"

She waved her hands frantically between them. "Ahh, lalala, lala…not talking about it right now, remember?"

He let out a frustrating groan. "All right, FINE…but we will talk about it before this lock-out is over."

"Yeah, yeah, whatever. Now move."

She shoved him aside and he just rolled his eyes as he followed her. "Where are you even going to get fried chicken? There's none at the food cart."

"I keep an emergency stash in my locker," she said turning to him as she opened the door.

This time he didn't stop the smile that bloomed on his face. "Of course you do," he said fondly and followed her inside.

She barely took a step inside when Carly practically jumped her. "What the heck was that?" she exclaimed.

Sam stumbled backwards, away from her currently psycho friend, and fell back against Freddie, who immediately clasped her arms to balance her. "Woah," Sam murmured as she stared at her friend. "Kind of freaking me out, Carls."

"Yeah, you're not blinking," Freddie said as he still held on to Sam.

"Don't try to deny it, I saw the whole thing."

"What whole thing?" Sam and Freddie said in unison.

Freddie looked down when Sam looked up at him. "Don't you dare slap me," he warned and saw her lips twitch before turning back to Carly.

"Why would she slap you, when she just KISSED you." At their widened eyes, Carly straightened as she crossed her arms. "Yes, that's right, I saw it."

Freddie lifted both brows as he loosened the grip on Sam's arms, but didn't let go. "So…you were spying on us?"

"I…I was not SPYING," she balked and when they simply stared at her she flared up her arms. "Okay, so I was spying…but I didn't plan on it. I was looking for Sam to try to talk some more sense to her and I look out the window and see you two…locking lips!" She narrowed her eyes and pointed a deadly finger at them. "Explain yourselves," she whispered.

"Actually," Sam began as she finally shifted off of Freddie. "I'm not talking about it at the moment…you'll have to take it up with Freddie."

She then turned around and looked up at him. "You can let go of me now."

"What?" He looked down to see that he was still touching her, and then lifted them as if she was on fire. "Sorry."

She gave him a smirk. "It's cool."

Freddie's eyes lit with appreciation at the clever twist of their words, while Carly was sputtering out protests as Sam left the room. "Just let her go," Freddie said when Carly started to go after her. "Her mind is too focused on eating fried chicken to talk anyway."

"Started getting the shakes?"

"Yep."

"Oh. Well, then…I'll let her escape for the moment." She turned her attention back to Freddie. "I'll just start with you."

"Actually, I should probably go look for Brad to see if…"

"I don't think so."

"Yeah, I figured," he answered glumly and let Carly push him back outside.

He had a feeling the next few hours of his life were going to be quite interesting.

Freddie turned back to Carly after she closed the door. "So," Freddie said after a few moments of silence. "Whaaat's up?"

"Don't stand there and nonchalantly 'What's up?' me!" she fired back as she slapped her hands on her hips. "Start talking, kissy boy."

He snorted out a laugh. "Kissy boy?"

"Oh, hush!" she exclaimed as she stamped her foot. "Just tell me what is going on!"

"I haven't a clue!" He flared up his hands in frustration. "I don't know how to explain it."

She narrowed eyes. "Try."

He sighed as he ran his fingers through his hair. "After you told me about your argument…I went looking for her and found her out here."

She blinked in surprise. "You went looking for her?"

"Yeah…why? Is that surprising?"

She lifted an uneasy shoulder. "Kind of…I had to talk you into helping me push her with Brad in the first place."

"I didn't agree with your little barn method, but it didn't mean I didn't agree that she needed a push."

Carly sniffed. "Still think it would have worked if she actually liked Brad."

He just rolled her eyes. "ANYway…I know she and I bicker…it's what we do…and we're both very good at it…but at the end of the day I care about her, Carly, just as I know she cares about me. So yeah, I went looking for her."

Carly's eyes softened. "I know that…I've always known you two have cared for one another. Even during the good old days…when she gave you wedgies…and pushed you down every chance she got."

He grimaced. "Don't bring up the wedgies, please? I'll have nightmares tonight."

Carly laughed softly and shook her head. "So, what happened when you talked to her?"

"At first it was predictable Sam," he started as he shoved his hands in his pockets. "She resisted and groaned and threatened to hit me, blah, blah, blah…but then she started to listen to my advice, telling her how I know it's scary to put your feelings out there, but to just go for it because you never know what might happen and…well, then…she cut me off mid-sentence."

"What did she say?"

"No, I mean…" He nervously shuffled his feet. "She didn't let me finish what I was going to say because she…kissed me."

"Oh…I see."

He cleared his throat. "Anyway, I thought you said you saw what happened."

"I didn't see who initiated it…I only saw you kissing."

"Oh…well, now you know as much as I do." He looked up at her hopefully. "Can I go now?"

"No," she said and then started to pace. "This is crazy…I mean, this changes everything."

"I guess it does," he said a little uneasily. "She certainly surprised me."

Carly stopped and stared at him. "It never was Brad. It was you. Sam's in love with [i]you[/i]."

Freddie's heart toppled over in his chest. It never really hit him until now, when Carly said it out loud. Sam was in love with him? How was that even possible? "Well, I…I guess…maybe my app is faulty."

"Freddie…she KISSED you."

His heart tripped again when he remembered the feel of her soft lips pressed firmly against his. At the time, he had been so shocked he hadn't really taken in the moment…but now it was all coming back. The way her fingers curled around his shoulders in a delicate squeeze or the feel of her hair fluttering across his cheek from the slight breeze. And the scent and taste of her…she smelled like apricots and tasted like ham. The combination shouldn't have been so enticing, but heaven help him, it was…very, very enticing. So much that he wanted to experience it again…

"Freddie, are you listening to me?"

"Huh?' He shook his head clear and looked at Carly to see she had stopped pacing and was now standing in front of him. "Sorry…what?"

"I asked you how you felt about the kiss?"

"How I felt?"

"Yeah…I mean, did you enjoy it?"

He gave her a bland look. "Let me remind you that I am in fact a guy, so the answer would be, heck yeah, I enjoyed it."

She rolled her eyes. "Okay, well…have you ever felt that way about Sam before?"

Freddie hesitated for a moment and then sighed as he shook his head slowly. "I never really let myself think about her like that, because I thought she only saw me as her dorky friend. I've always thought she was cute…even when we were younger, but…No, I never thought about it, really. Plus, I never really saw much past you, so…"

"Oh, no," Carly said slightly panicked. "I didn't even think about your crush on me…this is bad…if you turn her away because of your feelings for me, that's just going to hurt her. What are we going to…"

"Woah, woah, woah," Freddie said finally cutting of her tantrum. "Time-out, Carly…past tense…I used past tense."

Carly blinked. "Past tense?"

"Yes," he said softly and then smiled. "I do love you, Carly, how can I not? You're one of my favorite people. But, I'm not in love with you."

She looked at him skeptically. "Really?"

"Really," he assured her with a laugh. "After we broke-up, I thought I made a mistake, but…as time went on, I realized that Sam had been right. I was your foreign bacon…and you were mine."

"I was your foreign bacon? How?"

He smiled and gave a little shrug. "Well, think about it? You were the first girl that was nice to me and accepted me for who I was. You were always sweet to me, defended me when Sam or some other bully picked on me. You were my foreign bacon…it just took me longer to figure that out."

"I never thought about it that way," she said quietly and then gave him a small smile. "I'm glad Sam finally knocked some sense into you."

He grinned. "Someone had to."

"Oh, and me turning you down every five seconds wasn't enough?"

He shrugged. "You were too nice about it, I needed Sam to toughen me up."

Carly smiled. "So, what happens next?"

"I'm going to track her down later and talk to her…I told her we'd talk before the lock-in was over."

"She might try and escape…it would be just like her to avoid you."

"She can try…besides, the doors are all locked."

She lifted a brow. "Since when has a locked door every stopped Sam."

His lips pursed in thought. "Good point," he agreed with a nod, but then shrugged. "Doesn't matter, I'll eventually track her down."

"Don't track her down just yet," Carly said as they both made there way back inside. "I'd like to talk to her first."

"Sure, I'll put it off for a bit and go help Brad with the project. I need a little more time to think about it."

Carly turned back towards him. "Freddie…if you do decide that you don't want to go down that path with her…let her down easy. I don't want her to get hurt."

It was crazy for Freddie to even think that he was actually capable of hurting someone as strong as Sam. "Don't worry," he assured her. "I would let Sam break my own arm before I would hurt her."

She smiled and then stepped in for a friendly kiss on the cheek. "Good answer, Benson."

XXXX

It took her awhile to find her, but Carly eventually tracked her down in an empty classroom. She was sitting at the teacher's desk with her feet propped up and her head tilted up to the ceiling.

"How did you find me?" she asked without looking away from the ceiling. She had been counting the cracks in the ceiling…it was the best way to keep her mind from veering back to Freddie. She was at 334 when she first sensed Carly.

"Process of elimination," Carly said as she walked slowly down the isle. "Went from classroom to classroom figuring you had to be in one of them."

"Well, you found me."

Carly walked around the middle desk in the front row and leaned back against it. "Can we talk?"

Sam shrugged. "What do you want to talk about?"

"Sam."

She puttered out a breath. "Fiiiine." She finally lifted her head from the chair and looked over at her friend. "What do you want to know?"

"Why didn't you tell me you had feelings for Freddie?"

"I don't. I mean, I won't," she corrected when Carly started to argue. "It's just temporary…I'll get over this."

"Oh, come on," Carly exclaimed. "We're not talking about some random boy you have a crush on, like Jonah or Pete…this is Freddie we're talking about."

She sighed. "I know." She sat up and plopped her feet back to the floor. "It's must a moment of temporary insanity. My mom gets it all the time with her crazy boyfriends, so I probably just inherited it from her."

Carly rolled her eyes. "Okay, fine, but even if that's the case, this changes things between the three of us."

"Let's not get so dramatic, here, Carls…it was just a kiss. I've kissed him before and it didn't change anything."

"That was different and you know it."

"Maybe," she said after a moment. "Okay, a lot different, but I'll get over it…I'll have to, considering that he doesn't feel the same way."

Carly crossed her arms. "And how do you know that?"

Sam gave her a dry look. "Please…we [i]all[/i] know how Freddie feels about you…he certainly has made that clear in the past."

Carly tilted her lips up in a knowing smirk. "You're right…in the past. What about now?"

She blinked. "What do you mean?"

"Has Freddie made it clear that he feels that way about me now?"

"Well, I….sure, I mean…he's always…and then the other day he…um…"

Carly chuckled. "Can't think of anything, can you?"

Sam frowned as she really thought about it. It had been awhile since Freddie made any advancements towards Carly…in fact, the last thing she could think of was during the short time they dated…until she brought up the whole foreign bacon thing. Still, didn't mean the dork didn't have feelings for her anymore. This was Carly…the girl he fantasized and loved for years. There was no way he could just not feel that way about her.

"So he's been more discrete," she finally admitted. "What he felt for you isn't something he could just get over."

"But you're so sure you can?"

"That's different…I wasn't into him that way when we were younger."

She lifted a brow. "Weren't you?"

"No!" she exclaimed. "I thought he was an annoying little turd! My abnormal feelings for him have recently changed."

"When did things change?"

Sam sighed as she got to her feet and started to pace in front of Carly. "I don't know, Carls…it just happened."

"Gonna have to explain better than that, Sam."

She kept pacing, back and forth, back and forth, while Carly calmly watched her. She finally stopped pacing in front of her and turned. "The kiss. That jumpstarted it."

"You mean the kiss you two kept from me?"

"Yeah, that one," she said in annoyance and then started pacing again. "At first, I thought that was the only reason why I started to feel about him that way. Just because he was my first kiss, so I assumed it would eventually fade."

"But it never did."

"No, it never did." She stopped pacing again to pout. "It only made me pick on him more…abuse him more. It was the only way I knew how to handle it."

"Knowing you, that makes sense."

Sam sighed. "I don't know what to do, Carly."

Carly's eyes softened as she sat up from the desk and placed an encouraging hand on her shoulder. "You can start by talking to him."

"He's just going to turn me down," she said as she looked at the floor. "Which I guess I'd prefer to the alternative."

"The alternative?"

"You know…picking me as a last resort because he couldn't have you."

"Oh, Sam." Carly's heart went out to her friend as she stepped in for a hug.

"I'm nobody's second place," Sam blurted out as she returned the hug weakly.

"Of course you're not," Carly said almost angrily as she leaned back and gripped her shoulders. "You're somebody's first place…whether it's Freddie or not, there's someone out there that will love you for who you are, Sam. He'll embrace everything about you."

Sam couldn't help but smile. "You think so?"

"I [i]know[/] so." She then sighed as she looked longingly up above. "I can see it now. You two will go out for ribs at least once a week…you'll have your monthly wrestling match, which you will probably win most of the time..."

"Will the wrestling matches end with a make-out session?"

"Of course."

Sam nodded in approval. "Nice."

"You'll laugh together, fight together, drive each other crazy…you'll drag him to some martial art fighting tournament, while he'll drag you to a…"

"Galaxy War convention?"

Carly chuckled. "Maybe…especially if it [i]is[/i] Freddie."

Sam gave her best careless shrug. "Doubt it."

Carly wanted to tell her what Freddie had told her moments ago. That Freddie didn't love her that way anymore. That she was his foreign bacon. She wanted to tell her to give her some of her confidence back, but she knew that it would mean more coming from him. So she held back. It wouldn't hurt, however, to give her a push.

"You won't know for sure till you talk to him."

Sam gave a little nod. "Yeah, I know…you're right. It's certainly not going to do me any good hiding up in a classroom."

"Sooo…you'll go talk with him? Figure it all out?"

"Yeah," she said with a smile. "I'll go track the dweeb down right now."

Carly rolled her eyes. "You know, it wouldn't hurt to stop the name calling…might win him over that way."

"Well, then I wouldn't be myself now would I?"

Carly pondered a moment, and then gave a sturdy nod. "Good point…now, go get 'em."

Sam flinched when she poked at her and then slapped at her hands. "I'm going, I'm going."

Carly laughed as she watched her go, but called out as she opened the door. "Sam?"

She turned on her heels. "Yeah?"

"Would you go to a Galaxy Wars convention with him?"

Sam gave a little smile as she lifted a shoulder. "What wouldn't I do for the right guy?"

Carly smiled as Sam closed the door behind her. "Good answer, Puckett."