Disclaimer: iCarly belongs to Nickelodeon Network. This story is not real in any way.

Movie or TV Show name: iCarly/VicTORIus/Drake And Josh

Any comments would be greatly appreciated and can be emailed to [email protected] This is the third part of the story.

Content Codes: mf, Mf, ffff, mmf, first, oral, anal, dp, dream

iCarly: One Night Part 3 - Dream Escapes
by ProfNigma

Carly Shay stared up at the ceiling for a couple hours after getting home. She barely said anything to her brother once she got home, deciding to spend, with the exception of a 10 minute dinner and a 20 minute shower, the whole evening in her room. Try as she might, she could not keep her mind from drifting to the last 24 hours. It was crazy to think that she had gone from incredibly virginal, barely even touching second base, to having full on sex with two people, who just happened to be her best friends. She gave up her purity in a moment of weakness because she got caught up in the moment. She wished in a lot of ways that it never happened. That the whole experience was a complete mistake. But the more she thought of it, the more she loved every moment of it. In a lot of ways, it was the best experience she ever had. And she was able to share that experience with the two people she experienced almost everything else with so it was fitting. Fitting, she thought... the word just reminded her of the feeling of how things "fit" in her. And once that strong of a thought was there, it was not going to go away easily. She got off the bed and moved to her vanity set, sitting down in front of her mirror. She just looked at herself, wearing bright purple pajamas. She didn't look any different despite feeling entirely different on the inside. And on the outside, in a few ways. She was still recovering from the pain and pleasure of having Freddie inside both her ass and her pussy. It was both uncomfortable and energizing in a lot of ways. Carly was just torn on how to feel about the whole situation. Carly began to undress in front of the vanity mirror, and inspect her body, notices red spots and near hickeys that could have been from either of her lovers. She ran her fingers over each of these "war wounds," just immersing herself in the memories that took place in this room. From watching her best friends have sex on her bed, to the exploration of Sam's body as well as her own, herself having a three-way before she even had a two-way with a guy, to her first penetration. She wondered if she would ever go a day without thinking about that night, let alone what happened today. The thoughts were stirring feelings inside, as she began to get aroused, feeling a light wetness down below. She moved her right hand inside the waistband of her pajama bottoms to rub the outside of her no longer fresh panties. The feelings were just as intense as ever, and she grabbed her breast as she rubbed herself. Her pencil eraser sized nipples were at full attention, as Carly watched herself in the mirror, which made her more turned on than ever. Her fingers had finally moved past the thin cotton fabric, and now she began to pump her fingers deep inside herself, fantasizing back to Freddie being inside her. Once she got her rhythm and imagination going, it wasn't long before she experienced her first masturbatory orgasm. She limped over to the bed, stripping all her clothes off and within moments she was asleep beneath the sheets.

When Carly awoke, she was dressed for school, and was waiting for her ride. A bright blue van pulled up, revealing a couple of her Slapbook friends from southern California. She met them a few months ago when a guy she was dating was dating this other girl named Tori. After socially murdering this guy, Carly and her friends became friends with Tori's friends. Tori, a girl much like Carly- tall, thin, brown hair, though her skin was much more tan- was in the passenger seat, while this kid named Robbie was driving. Robbie had dark hair and glasses, was kind of thin and lanky, and usually had a puppet named Rex with him that conveyed his thoughts. In the backseat of the van, sat a girl named Cat that reminded her of a really hot and nice version of Gibby- just random. She was short, had bright red-dyed hair, and while not as curvy as Tori, cat definitely had a fit and flexible body. Looking back to that night where the friends all met at that party, Carly recalled that her first "lesbian" thought was towards Cat. Finally, at the back of the van was Tori's sister Trina. Trina looked and acted nothing like her sister, and while she was as short as Cat, she was much more built, with a much fuller chest. She was very attractive, but she was incredibly annoying to most people.

Carly wasted no time jumping in the van, not the least bit worried that none of these people went to her school. She sat in between Cat and Trina, and threw on her seatbelt.

"Heehee... you won't need that" Cat said, giggling.

Carly looked around, to see that none of them were wearing their seatbelts but Robbie.

"It's not safe... and Robbie has his on," she said, confused.

"Well, of course Robbie has his on, he's driving." Tori said. She looked at Carly, asking, "Why are you sitting cramped between them, and not in the free seat?"

Carly looked around, and saw that there were no more seats, but the back was like a room, with plenty of space.

"But there's nowhere to sit..." Carly said beginning to climb over the seat to get a good look.

Trina grabbed her ass and whispered, "Because sitting is not what we do in here."

Carly was so startled that she fell behind the seat to the soft cushioned floor of the van. Looking up, she saw her three friends begin to climb over as well, each getting close with Carly, lying one on top of the other on top of the other. Carly didn't know how experienced her new friends were with this kind of thing, but she did not hate this development, as her body was touched from every angle by each girl, as all three of them made Carly their personal plaything, each getting a section of her to focus on.

Carly was in absolute ecstasy, as the girls began to undress her and began to undress themselves. She looked over, admiring their naked bodies, not even worried that they were in a moving vehicle. To Carly's left, was Trina, who was not being annoying at all, and her tanned soft skin rubbed against Carly's which felt so nice. But Trina's real assets were attached to her chest. Carly only had to turn her head a bit to see Trina's bra begin to come off revealing flesh mounds bigger than Sam's, a D cup at the least. Meanwhile Tori lay on the other side of Carly, kissing all over her body. Tori was leading the charge of stripping Carly, but had lost little clothing herself. Tori began to suck on Carly's neck, not enough to hurt, but enough that she could really feel it, sending pleasure waves through her body. When Carly tried to move, Tori held her arms up, leaving her powerless. She did manage to turn her head enough to get her mouth on Trina's left breast, but before she could make contact, her head was pulled front and center to the fiery redhead that was sitting on top of her. Cat was completely nude, and was using a scalpel to cut through Carly's bra, and as soon as her breasts were free, Cat began to savagely make out with Carly's chest, alternating her mouth between Carly's nipples, while using her hand to tweak the other as she carried on. Carly just watched, almost hypnotically, as Cat's medium sized breasts moved as the redhead actively assaulted her body. Carly wondered if her breasts moved like that, and wondered if Sam and Freddie thought her breasts were as nice as Carly thought Cat's were.

Carly could feel the wetness pouring from Cat's pussy, but was powerless to do anything but lie there. Cat used her free hand, while tonguing Carly's nipple, to pull the clothes off Tori. Cat seemed like an airhead, but she was serious business when it came to sex. In one swift move, Tori's shirt was off, and it was revealed that she was braless. In a state of surprise, Carly's arms were released, letting the teen put her hands on Cat's midsection, and ultimately, Cat's almost perfect ass.

The feel of that skin in Carly's hands got her so hot, and she whispered to the redhead who had turned her chest into a war zone.

"Sit on my face. I really want to eat your pussy, Cat!" Carly said, hurriedly. Cat was more than happy to oblige. Each girl resisted the urge to make a joke about what was said, but of course, right about the time Carly's hungry mouth began eating out the "hairless" Cat, did the redhead get it.

"Ha ha... oooohhh... ah ha. My name is Cat and you are eeeeating my p-p-p-pussy out. That's fuuuunny." Cat struggled not to swear, as it really bothered her, but Carly could feel that the petite girl was loving this treatment, as she massaged Cat's ass as she dined on what had to be the best pussy she had ever tasted... maybe even better than Sam's. Meanwhile, Trina had moved to sit up on Carly's body, passionately kissing Cat, so the redhead could get intense pleasure from both angles. Tori on the other hand and moved herself into a position, splitting her legs between Carly's legs, pushing their bodies close enough to have their warm and wet holes meet each other. Carly may have been thrown a bit by becoming the bed from Cat and Trina to make out on, but when Tori began to scissor her, all that went out of Carly's mind. She began to moan, which created vibrations in Cat's pussy, to have an intense orgasm. Trina used Cat's distraction to push her off, allowing Carly to lick a whole new pussy.

Trina's pussy didn't taste nearly as good as Cat's but it was still nice. Rather than have a solid ass to hang on to, Carly's hands were placed on Trina's massive melons, which Trina would push Carly's hands into every time she hit a sweet spot. Carly loved the trade off.

Tori and stopped scissoring Carly, and moved to laying on her stomach and had begun to eat the petite girl out as Tori lapped up Carly's warm and wet pussy. She didn't go too long before she herself felt Cat, finally calmed down from her orgasm, move between her legs push her tongue deep inside Tori's ass. Tori reacted instantly, first with shock, then moaning pleasure into Carly's love hole.

Once again, like some sort of chain reaction, Carly began to squeal and scream pleasure obscenities into Trina's pussy, which she responded by pushing Carly's hands and fingers so far into her chest, she fell over.

Trina didn't take long to move into a position, switching spots with Tori, and then the square was made. Carly began to eat out Tori, who had a very sweet pussy that seemed almost like honey than anything, alternating to Tori's ass every so often, as Trina voraciously dove into Carly's pussy, repaying the favor, and Cat licked like a cat up and down Trina's sopping wet hole, and Cat was being orally ravaged by Tori, who eagerly lapped up her friend's pussy. They stayed like this for a few minutes and continued to pleasure each other until each of them had cum, and no one came harder than Carly, who had such an earth-shattering orgasm, that not only did she wake up incredibly sweaty from her lesbian orgy dream, but she also woke up screaming and came in her bed.

She had just pulled back the sheets to see if she could change them about the time that Spencer burst in to see if she was ok.

10 seconds of surprised yelling at each other later, and Spencer was out of the room and Carly was red with embarrassment. Obviously, she thought, there is something seriously wrong with me...

* * *

Across the hall from the Shay's apartment, Freddie lay awake in his room, just thinking over the sad state of things. He had showered three times (only two of those at his mother's request), and had called Sam numerous times, but couldn't get her at all. He texted Carly once, but she never responded either. He wondered if she was mad at him for what happened. He had deflowered her and that was a big deal, but she asked him to, so she couldn't blame him, could she? His mind was racing with coming up with an answer for this Carly/Sam/Sex situation, and he couldn't figure it out to save his life. He looked at the clock, wishing he could get some sleep, but it just wasn't coming. Freddie looked at all the pictures of his friends as he tried to relax. Pictures of the three of them doing the web show, pictures of he and Spencer doing something insane, and even some shots of he and Sam together, a couple of which had them kissing. He looked at his pictures from "smart kid camp" as Sam had called it on numerous occasions. Finally, after 300+ pictures of friends and family, Freddie began to drift off to sleep.

When he awoke, Freddie found himself in class, as all the other students prepared for the science fair. Carly and Sam were nowhere to be found, but he was surprised to find a semi-familiar face there.

He hadn't seen Mindy Crenshaw in years, but they met over the course of three summers at the "smart kid camp." She was a year older than him, and since this was the last year for students to do the science fair, it seemed weird that she was here. But he couldn't deny that he was glad to see her. She hadn't changed much, her fiery short red hair, piercing brown eyes, and despite having almost no breasts, she did have a really nice, tight body. He used to have the biggest crush on her, but she was preoccupied with this other guy named Josh.

"What are you doing here, Mindy?"

"Well, Freddie," her smoky tone was really hot, in a smart and sultry way, "I knew your science fair was coming up and I had a few creations lying around that I wanted to show you."

"Why me?" Freddie stared quizzically.

"Well, I'm glad you asked." She reached inside her backpack, and pulled out a small stethoscope looking thing. "See, I've always been called cute by people, but never sexy or hot. It's because I have the body of a 12 year old boy. So, I made this."

Mindy took the "stethoscope" and pressed it for five seconds to each side of her chest. She stood in front of Freddie for a few moments, looking into his eyes, and kissed him, which after a second, he accepted and began kissing her more passionately. He felt like she was trying to pull away, and Mindy stepped back. Her A-cup breasts had grown to almost C's.

"Wow..." was all Freddie managed to get out, staring at his crush's body, admiring her incredibly tight shirt, the buttons barely containing her chest.

"Wow, huh?" She said almost annoyed, "That's all you have to say?"

"I mean... that's awesome." Try as he could, he could not look away from her chest.

"Well, I guess I shouldn't be upset, it's not like this isn't the reaction I wanted anyway." She lifted Freddie's head so that they could make direct eye contact. "I've got something else to show you. Follow me."

Mindy led Freddie to the back of the classroom to a big clear-orange plastic box, holding his hands. It wasn't until she had let go that he noticed that she had put some sort of bracelets on him.

"What's with the bracelets, Mindy?"

"Don't worry about those." She said quickly, pushing him into the box. Freddie landed on his stomach and rolled over to see Mindy step in and close it behind her like it was a tent. In half a second, she had ripped her top off, sending buttons flying. She stood there in her undershirt and no bra, staring down at Freddie.

"What are you waiting for, Freddie? Get comfortable..." she undid her pants and slid them down, slowly, letting Freddie get a good look at her ass. She had always gotten compliments on her ass and there was a reason for it. It was shapely, and no matter what she wore over it, her heart shaped ass stood out.

Freddie took his shirt off and began to sit up to take his pants off, but he fell over, as if he was pulled down.

"Oh yeah, the magnet-cuffs.... Sorry. Your hands are kinda mine as long as you have those on."

Mindy lied down on him, still wearing her undershirt and thong. Somehow that image was even hotter than Freddie could imagine. She pulled his pants completely off, and sat on top of him, allowing their clothed crotches to rub against each other, sending waves of pleasure to each.

"Mmmmm... Freddie, that feels really nice." She leaned down and began to make out with him, and his hands tried to hold her, but they were forced down from the cuffs. 'You be good and I'll let you use your hands. Until then, I want to play with you."

Freddie nodded, staring into her eyes. His gaze was broken when the shirt went over her head, exposing her tits. They were magnificent. They were bigger than her frame seemed to allow, of course, but Freddy loved them. He tried to use all his strength to bring his arms up so he could get a feel, and while he did get a little bit up, it was useless.

"They are very strong magnets, if that makes you feel better" Mindy said, rubbing her torso, running her fingers over her breasts. She leaned down, bringing Freddie face to bob with Mindy's chest. Pushing his head up he managed to get a bit of her tit in his mouth, running his teeth and tongue over the nipple.

She gasped at the feeling but he could tell that she was really enjoying herself, as her wetness was seeping into Freddie's boxers. Mindy moved her body down, grabbing Freddie's boxers with her teeth and pulling them down, and off.

"Wow..." she said coming back up to his member. "I was worried I might have to use my little toy to make you bigger. But this... is actually way bigger than I even thought."

She got close to it and began to, almost cautiously, touch it, slowly giving him a handjob before moving her face in closely. She opened her mouth and lowered it onto Freddie's waiting dick, taking only an inch or so at first. She sucked softly, then began taking more of him into her mouth, until she had gotten over half. She jerked the base of Freddie's member while bobbing her head on the top part. Freddie tried hard not to look at her red hair swaying back and forth as she bobbed, hungrily blowing him. She looked up as she went, and maintained intense eye contact with Freddie as she serviced him. She was getting really into it, and Freddie's hands almost flew from behind him onto the back of her head. She went as far down on him as she could and came up gasping.

"I freed your hands... for... a reason. Fuck my face!"

Freddie happily obliged, and forced his abdomen up as he pushed her head down. As they maintained eye contact, he could see the eyes roll into the back of her head, getting hot off the feeling of being dominated. After a few moments, she pulled away and slid up Freddie's body. The two began to kiss passionately, as his hard cock pressed up against and rubbed at her opening.

She leaned in, nibbling Freddie's ear, and whispered, "Fuck the shit of me Freddie... Quit teasing and just let loose."

Freddie didn't have to do a thing as Mindy leaned back, and pushed his cock inside her wet pussy. With all the forward action and domination and the fact that she was older, Freddie thought she would be a bit looser, but Freddie couldn't fit inside her really.

"Fuckfuckfuck..." was all she managed to say as she prepared for her impalement.

With both of them pushing, he finally made it inside, and Freddie could not believe how tight she was. Almost as tight as Carly even. After a minute of getting acclimated, she began to ride Freddie, placing her hands on his chest for balance as she felt like she was being torn apart. The pleasure far outweighed the pain of having Freddie inside her, and she reached the remote to move Freddie's hands up to her breasts that were now about the size of Sam's. Freddie didn't mind having his hands trapped on her chest, squeezing her breasts with each thrust he made, which made her scream at the top of her lungs. Within moments of this, she was shaking, and began come with an immense orgasm. Freddie wasn't done though, as he took charge.

"Spin around, without taking me out of you and reach back with your arms... you haven't felt anything yet."

Mindy was in such a state of afterglow that she submitted easily, putting herself into reverse cowgirl without even realizing it. Using her arms to control her, Freddie began pounding deep inside of her.

She never believed for a second that she could be brought to another orgasm already, but Freddie had done it.

"Fucking fuck... This is why my mom told me riding a horse would be good for me... how have you not come yet?" Mindy shouted, knowing she was about to come again.

"Its coming, Mindy, I promise."

"Good... uuuhhhh I reeeeaallly need to feel you explode inside me. Paint my pussy walls with your hot cum. I neeeeed it." She purred.

This gave Freddie some motivation to pound her faster and harder than ever until he felt her pussy tighten, which sent him over the edge. They came together, and after some repositioning, Freddie got on top of her, kissing her passionately, slowly exploring her body as they rolled together on the floor. She suddenly stopped kissing him, and just stared, looking horrified. She pulled the stethoscope growth tool out from under her and gave him a sad look.

One explosion later and Freddie burst awake. One look under his sheets, and it was no surprise it was a wet dream, but it was by far the weirdest one he'd ever had. Now Freddie was back to being sleepless and stared up at the ceiling wondering if everyone else was having these kinds of dreams.

* * *

Spencer spent almost half an hour trying to burn his eyes out. Not really, but he did everything he could to get the image of his naked sister masturbating out of his mind. She was his sister, and he had long ago burned the part of his brain that could find his sister attractive. As much as he was embarrassed walking in on his sister, he knew she must be a thousand times more embarrassed.

But he had to admit, his sister was very attractive, and for that matter, so were all of her friends. He was nearing thirty, but all of the attractive teenagers were really screwing up his head. In fact, there had been more than one occasion that he had to really fight himself from making a move towards Sam. It was wrong, but he couldn't help his hormones, he knew that. As he lay down, he resisted as many thoughts as he could dealing with Carly and her friends. As he fell asleep, he found himself thinking of one night in particular.

Spencer was sitting in a hot tub at Keenan Thompson's house. He had been here before, last year when he took Carly, Sam, and Freddie to LA, but he honestly couldn't figure out how he got here this time, but when he looked around he didn't really care. The last time he was here, he was stuck with an older teacher, and a teenage couple, and as cool as the guy had been, his girlfriend had most of Spencer's attention.

Her name was Jade, and she was incredibly hot. It didn't hurt that she spent most of the evening in a bikini, allowing Spencer to get a great look at her. Tonight, Jade was all by herself, and while she wasn't rocking the blue bikini she had last time; she was wearing a great black bikini that contrasted with her milky white skin. Jade had these piercing blue-green eyes and dark hair with a couple streaks of color. Although she seemed rather fit with all of her body, she had an amazing rack, and best of all, at least for Spencer, her almost D cups were definitely real.

Jade wasted no time, wading through the hot tub and sitting on Spencer's lap. She kissed him deeply, keeping her hands on his face to hold him in the kissing position, slowly wrapping her legs around him. Spencer, while originally shocked, instantly went with it all, placing his hands on her lower back.

After their make out session had gone on long enough, Jade got up and sat in Spencer's lap, rubbing her back up and down his torso, essentially giving him a lap dance in the hot tub. Spencer sat there and just enjoyed the ride. This wasn't the first lap dance he ever had, but this was definitely the first he'd had immersed in water. He was so relaxed, feeling the young brunette slide herself all over him, that he didn't notice the bikini bottoms floating in the water for a few moments.

Once she could feel that Spencer was good and hard, she resumed her position, sitting and facing him, wrapping her legs around him, still rubbing herself along the outside of Spencer's swim trunks. Her eyes remained closed as she continued gyrating, reaching behind her to untie the string, allowing her suit to open, revealing her gorgeous and full chest.

Spencer went right to work on her torso, rubbing and down her sides, while deeply licking and sucking on her supple chest. Jade launched her head back, enjoying his work, still gyrating, and if the look she had on her face was any indication, she might close to getting off.

Spencer, pulled from her breasts and began to kiss other parts of her upper torso, leading up to her neck, which apparently really got her going, as she placed her hands on Spencer's shoulders, digging her nails deep into him as she increased her pace, as her breasts bounced, nipples moving across Spencer's chest as she went. Within a minute, she stopped gyrating, digging deep with her nails, probably drawing blood, and convulsed a bit, which Spencer responded to by pulling her close, and kissing her as the teenage stranger orgasmed. She basically collapsed in his arms, holding him tight as the two kissed passionately.

Spencer began to speak, but he was met with Jade's finger, silently telling him to be quiet. He nodded his understanding and held the girl close, kissing her head as she nuzzled his neck. Spencer began to get out, taking Jade by the hand to come with him, but she wouldn't leave the tub, pulling him down so he sat on the edge. No longer hidden by the bubbling waters, the tent in his trunks was beyond obvious.

Jade moved between his legs, staring at Spencer, her beautiful eyes maintaining contact, and despite being in a hot tub, her eye makeup and hair were still perfect and dry. She slid the trunks down, and instantly began to lick along the side of Spencer's member as if it were candy. Trailing her tongue up the underside, once Jade reached the head, she engulfed it quickly, going to work on servicing him.

Spencer really wanted to just lay back and relax as this happened, but he could not stop looking into Jade's eyes, so sultry full of desire, and Spencer felt just overwhelmed looking at her. Finally, Jade came up from blowing him and did, the ever so sexy "wipe the sides of my mouth with my thumb" move that, for some reason, Spencer found really hot. Pushing Spencer back, Jade mounted him in one swift motion, taking little time as she positioned Spencer's cock at her entrance. She impaled herself quickly, but stopped once she had taken nearly all of him. Spencer could tell this wasn't her first "rodeo," but she was clearly not accustomed to Spencer's tool. She finished taking all of Spencer and began riding him slowly, picking up the pace every few moments.

The faster she rode, the more she moaned and screamed. She had used Spencer's torso for support as she went, but as she began to lean back a bit more, her hands had moved to her own chest, massaging her breasts as they bounced with her body. Spencer had taken over lifting her body up and lowering it at once onto his member, eliciting muffled screams and moans from the girl's mouth.

Spencer countered this by pulling her close to him to kiss her passionately as he went in and out of her. Once he knew that she was secure, he picked her up and laid her on her back on the side of the hot tub. He got in and placed himself at her entrance, ready to fuck her again, but her legs did all the work, wrapping around his torso, and bringing him inside her completely, eliciting a scream from her of ecstasy.

He grabbed her neck with one hand, using the other to pull her body towards him, continuing to pound her pussy like no tomorrow. They stared into each other's eyes as Spencer fucked the teen, but Spencer caught his eyes drifting down to her breasts bouncing from side to side with each powerful push.

Spencer picked up a rhythm and found Jade's sweet spot, and it wasn't long before her eyes began to roll back and her pussy tightened around Spencer's cock, signaling a very powerful orgasm and she relaxed. Spencer also felt close and pulled out of the teen, in just enough time to spray all over Carly's breasts and face.

Spencer took a deep double take when he looked at his sister, not Jade, that lay before him in afterglow, face and breasts covered in the sticky white stuff. It was so terrifying that Spencer burst awake, and in an effort to get away from his dream, ran into the closed door of his bedroom, nearly knocking himself out.

* * *

Sam sat in her empty kitchen staring at her phone. She had received a few texts from Carly and Freddie, and part of her really wanted to talk to them, but for the most part, she felt like she needed to deal with all of this on her own. Well, maybe not entirely on her own. She was waiting on a call from her sister Melanie. Sam couldn't stand her sister, but this was an issue that only family could really understand. And, she thought, it's not like Melanie can really think less of me. Just as she finished making a sandwich, her phone buzzed and it was indeed her twin sister.

For the next hour, Sam poured her heart out to Melanie, telling her everything from kissing Freddie months ago all the way until now. And Melanie listened to every word, offering advice when the chance arose. Once Sam finished, Melanie explained that everything is ok, and that while she may have made some mistakes, only time would tell, and the real issue was whether or not she was happy. Melanie countered with something "bad" she had done, but getting a tattoo on her ankle doesn't really equal having a three way with your best friend. Melanie put the focus of her advice on Sam doing what made her happy, and not to get weighed down too much. Just be happy.

Easier said than done, Sam thought, ending the conversation, but not before Melanie announced that she was planning to come visit in a couple weeks for her school's spring break, so if she needed it, they could talk then.

As she hung up the phone and headed to bed, she thought about her sister's visit, and the only thing she could think about was whether or not Freddie would kiss her again, and if he kissed her again, than he could sleep with her, and if he slept with Melanie, he wouldn't need her anymore. Whether or not any of this was the truth, the truth was that Sam was paranoid, and needed some sleep. Surprisingly, once she got to the bed, she passed out pretty quickly, drifting off into her own personal dream world.

Sam found herself in Carly's apartment, and for some reason Carly wasn't there, so she was left alone in the apartment with Spencer. Sam had always had a crush on Spencer, but never in a sense that she would act on. On this night, Sam felt very different, as if she was open to anything. Melanie's words about doing whatever makes her happy echoed in her mind, and she just felt at home here at Carly and Spencer's apartment. Sam sat on the couch with Spencer, watching some animal show, just eating a bowl of popcorn that happened to be in between them.

After a while, the inevitable happened and their hands touched, reaching for the same piece. Both of them withdrew their hands quickly, going into a long time of silence. Finally, Sam broke the silence.

"These nature shows are weird. They always spend the entire time focused on how they eat and other food stuff and then go right into mating, as if they are connected."

"Yeah... well, I mean, they are two basic needs, but I see what you mean. Nobody really wants to hump a guy who just ate a gazelle."

Sam laughed. "Or buttery and salty popcorn."

"I don't know about that. I think I'd be fine with popcorn mouth. I've made out in a movie theater a time or two. Surely you and Freddie did it at least once."

"What? We never did it. We didn't do anything... did Carly talk to you?" Sam freaked out, but after a second realized what Spencer was talking about. "I mean, no... we never really went anywhere and did stuff. Freddie was never a fan of PDA. And he brushed like 5 times, and tried to make me, before we would ever kiss each other."

"Yeah, that guy does seem kinda tightly wound."

The silence returned for a few moments, and then Sam got an idea. Grabbing a piece of popcorn, Sam put it at the edge of her mouth, right on her lips, and gave Spencer a look.

Spencer chuckled, and went for it to grab the piece with his own mouth, but was very surprised when Sam grabbed his face, turning the "funny bit" into a full on make out session.

Spencer tried to pull away for a second, but quickly gave up to just enjoy what was happening. Sam didn't know what she was doing with her best friend's brother but she was determined to do what felt good. Before she even realized it, she had pulled him on top of her, kissing deeply as his hands slowly moved up and down her body.

He stopped suddenly. "What are we doing, Sam?"

"Umm... I don't know, but does it matter? Is it not good?"

"I mean, yeah... it is nice, but you're my sister's best friend and as cute as you are, I don't think this is right. In a moral sense. Also, I'm almost 10 years-"

"Just shut up and kiss me."

Not one to argue with such flawless logic, Spencer did as he was told and just resumed kissing her, running his hands over her body, avoiding her chest, still fighting with his conscience over the situation. Sam kept waiting for him to really feel her up and was annoyed when it never happened. Finally, being the proactive one, she grabbed his awkward hand and placed it right where she wanted him. A few squeezes later, and he was clearly fine again to just let things happen.

Sam could feel that Spencer was certainly more practiced when it came to this kind of stuff, but she wished he would just relax. She could even feel that he was hiding his erection that she could feel on the side of her leg. She knew she needed to take the lead if she wanted anything to come of this.

Though Spencer was bigger, his noncommittal position made it easy for her to flip him so that she was on top. Planting her knees on the sides of his body so that he was trapped, she locked eyes with him and took her shirt off, throwing it to the side. Within seconds, she could feel his member through his shorts pressing against her thigh. She began to run her hands over her shoulders, taking time as she ran her hands over her chest and stomach, leading to her crotch which she basically pointed at on the way down. Once she reached his body, she moved her hands and nails up his sides, slowly pulling on his shirt until finally, he was able to get it off.

Now that his chest was bare, Sam ran her hands over Spencer's abs, taking note that he was pretty ripped. Freddie wasn't as built as Spencer, but her was no slouch either she thought. Then she cursed at herself for thinking of Freddie in the middle of this. She moved her self to kiss his chest and eventually his mouth. Thanks to those deep kisses, she could feel his erection throbbing even more against her body.

She removed her bra very quickly- a fact which Spencer tried to argue that this was too far, but with one swift grab of his dick through his shorts, he was quiet. After rubbing her naked chest on his, she felt frisky enough to take things a little bit further.

Scooting down a bit more, Sam opened up Spencer's shorts and pulled off his boxers to reveal what had gotten Sam so interested. Though it was just a bit longer than Freddie's, it wasn't as thick. Sam shrugged this off and began to give him a simple handjob, spitting on her hand every so often so that she wasn't getting him raw. Once she felt ready, she began to lick his member up and down, making sure to pay special attention to the head as she passed over it. Once he began to grunt a bit, she devoured the head and began to blow him very quickly.

Somewhere amongst his groans, he managed to get out, "At least let me do the same for you."

Sam figured this was definitely worth a shot as she stopped sucking him briefly to remove her pants and underwear, and move into a 69 position with Spencer.

The moment his tongue touched her wet pussy, Sam knew she made the right call, as he managed to reach every single erogenous zone in one swift stroke. He was even better than Carly, and was so amazing that Sam could barely focus on bobbing her head and servicing him as she kept moaning into his member. She knew she would be coming before long. Sure enough, she came, sending orgasmic shivers down her body.

"Hey Spencer, what's-"

Freddie stood in the doorway, staring at the sight of his ex-girlfriend 69ing with Spencer, absolutely mortified. To make matters worse, she seemed to have just came from being with Spencer, a fact that she had run away from with him.

Sam was horrified, and did not know what to do, but she had urges, and wondered if she could fulfill them. Locking eyes with Freddie, she stood up and motioned with her finger that he should "come here."

Though he looked pretty off put by the whole situation, he still came to her. Upon getting close to her, Sam ripped his clothes off, got on her knees and began to blow him as if this was the correct greeting for this situation, and after a few moments, Freddie couldn't argue with that. After he had gotten up to size, Sam looked up, popped the cock out of her mouth with popping sound still holding it, and said "This," and she stood up, bending over on the couch and pointing at her dripping pussy, "goes here. Now."

Freddie wasted no time pushing inside her, a move that shocked Sam and pushed her face forward, impaling her face on Spencer's waiting member, as it went deep in her throat. With Freddie's increased thrusts into her, she sucked Spencer off, bobbing her head all the while. Freddie grabbed hold of her hips as he increased his rhythm and force, and Spencer followed suit, placing his hands on the back of her head, forcing the blonde into a serious doggystyle/deepthroat see-saw situation that she definitely didn't hate. Freddie grabbed her arms, and increased his thrusts, making it impossible for her to focus on Spencer and she pulled away, giving in completely to Freddie's treatment. She pulled herself into him in a standing position as he whispered something into her ear that made her grin.

Sam pushed Spencer onto his back on the couch, and pulled from Freddie to ride Spencer some. The difference is size was apparent and it took a couple seconds to get used to it, but after a minute of riding Spencer, she leaned forward into him, giving Freddie the space he needed to get into her ass. Her pussy was so wet; he needed almost no lubrication to enter her, grabbing her amazing tits as he pushed inside her.

Sam could not believe her body and nearly passed out from the feeling of having two big cocks inside her at one time, each pistoning at their own rate, which meant there was no recovery time, and that was fine with Sam. She had come once already but the next orgasm she experienced was so intense both the guys almost shook with her body.

She got off of both guys and kneeled on the floor between them, alternating jerking them off and blowing them waiting for their loads. As if by magic, both guys came all over her face and tits, covering her completely in jizz that she licked up hungrily, looking up at them. She tried to stand up, but got off balance, and fell out of a window that she never knew was nearby.

Sam woke up shortly before landing on the floor of her room. She was less worried about her faceplant into the grand and more worried about her ruined underwear that were soaked through as well as the accompanying sheets. Her body was on fire, and she desperately wanted the feelings she had to go away, but, if this dream had any meaning to it, this insatiable lust was here to stay.

Sam stumbled into her shower and turned the hot water to maximum, and tried to cleanse her body since her mind seemed stuck in the dirty area. She knew one thing for sure, now that she had experienced all this in the last day and a half- she was truly in love with Freddie and she would not rest until she could get back with him. As she ran her body wash over her abdomen she wondered if he was dreaming of her like she was dreaming of him.


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