She'd been careful. She'd been careful not to walk in dangerous territory. But here she was, sitting outside of the Bensen apartment, weighing her options. Her hand shook as she slowly picked up her phone and pressed a single contact. She held her breath.

There was no way he would pick up. Not at 3 in the morning, at least not now that they've broken up. But…

"Sam?" her throat closed, her neck started to sweat, but she managed to compose herself.

"Hey Freddie."

"It is three o clock in the morning! Term used loosely! Why are you disrupting my sleep?"

"Gee, Freddie, I didn't know your beauty rest was so important." He sighed.

"Okay, okay. I'm sorry. Is everything okay?"

"Yeah, yeah. I just…" could she bring herself to say it?

"You just… what, Sam?" she couldn't. She stayed quiet.

"I just… wanted to annoy you." She hoped she wasn't such an open book.

"Hm. Okay." She was. He obviously knew. "So you remember my train club?" she laughed. He was letting her off easy.

"The Nub Club. I don't think I can forget such an establishment of nubs."

"Yeah, well, they let this nub back in."

"Yay?"

"Yep. Just as long as I don't bring anymore females."

"Yeah, like you can get any."

"Psh, well not just any could come to the train club."

"Only the most destructive ones, of course."

"They're the only ones that'll ever pass my test. Unfortunately, they don't pass the test of the rest of the committee."

"Boo."

"I know. Sad, isn't it?"

"Not as sad as your level of commitment to your fellow nubs, Bensen."

"Watch it. If I recall, I had a certain level of commitment to someone quite un-nubby." It was a foul play on words but it still made her stomach flip.

"Your mom doesn't count."

"Ha ha. Funny."

"This is actually one of those moments where I'm being serious."

"Sam?" he used that voice. The one he used while they were… well… together… "Come on. Why'd you really call?" maybe because she was sitting right outside his apartment? But did she really want to say that? Then she'd just sound like a crazy ex-girlfriend.

"Because I… I miss you…" she only half-spoke, half-mumbled. But he managed to hear.

"I'm right here, Sam. I'll always be here." If only he knew how close they really were at this moment…

"No. I mean, I miss you." He was silent for a bit. Her heart was on pitter-patter mode.

"I know. I miss you, too." And then they were both silent.

"But it doesn't change anything." She followed.

"I know. But it's still hard. It's gonna be hard, Sam. Breaking up is hard to do, apparently."

"Oh, what do you know about break-ups?"

"Well… nothing, really, compared to this…" she felt it. She felt the tears well up in her eyes.

"I'm outside." She whispered. This seemed to wake Freddie up.

"Outside where, Sam?"

"Outside your apartment." It took a few seconds for him to register that.

"Sam, why would you do that? Why would you walk all the way over here, all by yourself at three in the morning? Nothing good happens at three in the morning!"

"I can take care of myself and you know that."

His voice started to crack. His defenses seemed to falter. "Sam, I mean… what do you want me to do? Huh? You want me to come out there and sweep you off your feet again? I thought we talked about this!"

"I don't expect you to do that, all right? Whether you come out here or not it doesn't change how I feel."

"Then what do you want? What do you want me to do?"

"I just… I just want you to hold me, all right? I want you to hold me." He thought he actually heard his heart crack all over again. She sighed.

"Look, it was the only way I ever got a peaceful sleep in my entire life. Please just hold me. Please." Hearing her beg didn't make it better. But he had to be the strong one, because oddly enough, Sam was always the vulnerable one in the relationship. He had to make her stronger with this.

"And what about tomorrow night, Sam? And the night after that?"

"There won't be. Just tonight."

"I… I'd love to hold you, Sam…"

"So why don't you?" Sam's voice became tense and angry. He couldn't stand it… but he had to…

"I love you. You know I do. I love you so much, Sam. But I think we both know that tonight could and would become a tomorrow, and then someday soon that precious tomorrow that we'd have would break apart again because we're just not… we're not ready for us yet. Someday in the future, somewhere and somehow we could make it work, Sam, I promise. But right now our friendship and our futures matter the most and I can't loose you, Sam. We can't do this. Not tonight."

By now the tears were streaming and she was heaving, unable to stop her sobs. She had just been broken up with… all over again… without trying to. She had been sure he would say yes as soon as she heard his voice.

"I'm sorry." He managed to get out between a choked sob of his own. He hated hearing her in pain.

"I'll see you tomorrow." She managed to say before ending the conversation and dropping her head in her knees. She must have been there for a few minutes before Carly opened her door, looking down at her friend with sad eyes.

"Aw, Sam!" Carly ran right away to scoop her up and into her door. Freddie must have called.

He must have known that at least if he wouldn't hold her, Carly would.