Rachel Berry finally loved school. She liked it before but now that she was dating Quinn Fabray, captain of the cheerleading squad, no more slushies had been administered her way. Not that her blonde girlfriend actually threatened anyone to stop or pay consequences which Rachel would have loved, her white knight. No it was just assumed around school not to mess with the most popular girl's girlfriend, it was obvious how much trouble you'd end up in.

This week however had been a jumble of nerves. Posted up on the bulletin board was a flyer that made Quinn very happy but at the same time made Rachel very upset. The Annual Lima Carnival was in town. Quinn loves the carnival, Rachel hates it; for the longest time she was to short to ride the rides, the food made her slightly queasy, and the clowns are the worst part of the carnival, men and women dressed up in all that paint. Both her dad and daddy tease her relentlessly; she is performer, a Broadway star, men and women in make up should not make her stomach knot up but clowns did. Rachel knew her girlfriend was going to ask her to go, she would of coarse pretend to have a prior engagement but Quinn would break her down.

"Hey," Quinn smiled as she walked up wrapping her arms around the smaller girl's waist, her head resting on her shoulder, "You're looking so cute today Rach,"

The brunette tried to keep the blush from escaping but the blond chuckling in her ear told her she failed, no matter how many times she was complimented or talked to sexually her cheeks burned and her stomach either flopped from butterflies or burned with arousal, "Thank you," she whispered as she shut her locker.

"God that blush turns me on," Quinn hissed in her ear causing a shiver, "Want to do a quickie?"

Rachel giggled, "Horn dog."

The blonde smiled, "I try." she released her hold so the smaller girl could turn around before she grabbed up her hand, "So the Lima Carnival is in town."

Quinn started as the two walked the hallways hand in hand, heading to glee since the school day was over, "Oh?"

"Yeah," she smiled wider, "I can't wait to go. Do you uh maybe want to go with me?"

"I would love to but…"

"…great. I'll pick you up tonight, say six o' clock." Before Rachel could continue her excuse or answer back that it was indeed okay to be picked up at six Quinn was sat with her friends and the teacher started rehearsals. Rachel sat there a little disappointed in herself, she thought she would put up a good deal of fight before she went.

"You okay?" Finn nudged her half way through the lecture seeing as the girl was slightly rigid in her chair, he was sure if she was paying attention that she would have interrupted Mr. Shuester already.

"Yeah," she whispered with a tiny smile hoping it was enough and yet hoping he would drag her out of the room to demand what was up but like always the simple act of pretending sent his worries away. Sighing she closed her eyes, opening them to finally pretend to be listening to what Mr. Shuester was trying to say. The day ended and Quinn was by her side grabbing her back pack with a large smile, tugging the girl's hand toward the exit. Santana brushed by giving the hushed whipped sound as she linked pinkies with Brittany, making the blonde roll her eyes. Rachel tried to ignore the feeling of dread that the night was going to bring and just enjoy the ride home with Quinn, which worked well when the blonde massaged her knee and kept smiling over at her. Once she was dropped off Rachel rushed up to her father in the kitchen, "I' am in so much trouble daddy," she whined flopping on to the stool at the island.

"Why is that pumpkin?" he asked setting down the knife he'd been using to cut the carrots for dinner. His eyes focused on his only daughter who seemed quite down.

"Quinn asked me out tonight," she sighed.

He chuckled and picked up the knife again knowing it was nothing serious, "That doesn't sound horrible to me sweetie. In fact you've gone on several dates and besides the first one where you were all nerves you've been fine. What is the difference of this date?"

"She wants to go to the Lima Carnival," she whined slamming her head down on the island table just in time to hear her father laugh, "Daddy!" she cried out.

"I'm sorry," he wiped the tears from his eyes, "But really…Rachel this is normal. All the teenagers used to go to the carnival on dates in my time. Holding hands, playing games, getting a kiss on the ferris wheel. Quite romantic, at least it was for your father and I."

She scrunched up her nose, "I hope that image does not haunt me if Quinn does decide to kiss me on the top of that death trap."

"Death trap, those things are completely safe."

She shook her head getting off the stool, "I can find many articles on the web to disprove that."

He just smiled watching her go, seriously contemplating whether or not to call Quinn and let her know of Rachel's large dislike for the carnival, shaking his head and tossing the carrots into the pot he thought better. Quinn could handle the situation, she knew how to calm Rachel down as seen through the explosive game night a few weeks ago at the Berry residence.

Rachel was upstairs trying to find something to wear, two hours later and she finally settled on hip hugging jeans that her girlfriend bought her just in case it was chilly tonight along with a long sleeved button down blue shirt, the sleeves just hanging over her palms for security. A pair of sneakers so her feet don't get too worn out from all the walking they would be doing and her hair naturally hanging down low. She went downstairs to see her dad was home from work, her fathers smiling at each other holding each other close. Smiling she went in to the kitchen, "Hi dad,"

"Hey there, heard you had a carnival date."

Rachel rolled her eyes, "Yes I do."

"You nervous?"

"Out of my mind," both men laughed and she blushed, she really hated to be teased about something like this. She was saved by the bell as it went off just before her father went to say something else, she jumped up kissed them good bye and ran off to the door. When she opened it she saw Santana standing there with a rose, raising her brow in confusion, "Where is Quinn?"

"In the car," she spoke with an eye roll, "She's driving and wants you to come to her,"

"She does, does she?" Rachel felt a big angry, she never asked much of Quinn or at least she never thought she did and coming to the door to get her when the blonde suggested a date, one she had no clue Santana and Brittany would be accompanying them on, it was only polite for her girlfriend to be on the other side of the door.

"Are you coming or what Berry?" Santana thrust the rose toward the girl, "Take it before Quinn thinks you don't like her."

"Very well." She took the rose and smelled it while Santana walked back to the car, she glanced up to see Quinn with her smoky hazel eyes boring down on her and she smiled and mouthed 'thank you' for the flower and ran to the car.

"You're welcome," the blonde cheerleader smiled a toothy grin and pulled Rachel in by her shirt collar kissing her passionately than pulling out of the drive way leaving a speechless and breathless girl beside her.

Rachel stayed quiet for the entire ride just listening to the friends talk about all the exciting stuff to do at the fair, Brittany wanting to ride the duck bumper car, Santana wanting to go to all the spooky haunted houses and Quinn wanting to play games and eat greasy food she wasn't allowed at home or school.

"We're here babe," Quinn spoke softly trying not to startle the younger girl, Rachel shook her head and glanced around noticing they had indeed parked outside the fair ground, "Come on." Quinn got out and before Rachel had her seat belt off was opening her door and offering her hand. The diva blushed as she let her girlfriend help her out of the passenger side of the car. Quinn was wearing loose fitting jeans, a giants baseball shirt (her favorite team and she made sure that Rachel was sitting next to her during most games, she was after all her good luck charm, the giants never lost when the two watched.), and her hair was tied up in a pony tail but no where near as tight as when she walked around school in her cheerios uniform.

"Dressing down?" Rachel asked as Quinn took her hand and led her toward the entrance, she could already feel her hand starting to sweat and prayed the girl beside her did not notice.

"Are you two coming or what?" Brittany called ready to start this double date of fun, she had been looking forward to it all summer.

"Yeah B we're coming," Quinn called back tugging the smaller girl along, "As for your question, this is a carnival not school or some fancy occasion. I'm here to let loose and so this is the perfect outfit."

"I agree, you look very handsome." Rachel brushed some loose strands of hair behind Quinn's ear making her face turn a shade of pink but never red like Rachel gets.

"Thank you," she kissed her on the cheek as they got beside the other two in the line.

Santana rolled her eyes, "Finally. I swear Quinn you walking with Stubbles should have her walking faster but it is just slowing you down."

"San!" Brittany warned but the Latina just smirked and walked on to buy her and Brittany's ticket.

Rachel put her hand in her pocket to produce money but Quinn stopped her, "I know we usually go half and half on everything but I got this one." she winked and quickly paid for the tickets than yanking the brunette into the fair ground. Music was blaring, kids and parents yelling from one side of the park to the other. Brittany was tugging on Santana's arm pointing out everything around them so excited to be here that she didn't care that the Latina could see everything she could. Quinn just walked behind the pair holding onto Rachel's hand securely making sure the brunette never slowed in her walking. Rachel for her part was trying to keep her eyes on her friends and nothing else, she could already feel clowns around her even if none were there at the moment, "You okay?"

"Huh?" Brittany smiled sweetly at her, the four had stopped at the wrist band booth so they could be able to ride anything all night and not worry about getting more tickets, Brittany and her hung back out of the line so it didn't get to crowded while the other two went up to purchase.

"You look pale," she nodded taking a look around, "I didn't believe Quinn when she said you were scared of this place," Brittany turned back around to stare at her, "But I can see she was right."

"She…she knew?" Rachel could not believe that her girlfriend knew she was terrified of this place and yet still asked and dragged her out here.

"You guys ready to go on our first ride?" Santana smiled widely, all of a sudden her dark demeanor broke and she was a kid in…well at a fair. Rachel glared at her girlfriend who shifted nervously,

"What?"

"Sorry Q," Brittany sighed realizing she wasn't suppose to let the other girl know about Quinn knowing.

"It's alright Brit," Quinn assured her grabbing a hold of Rachel's hands, "We'll met you at the game booth in an hour." She tossed over her shoulder yanking a reluctant diva behind her toward the romantic garden area set up to rest with your lover. It was just a big area with benches and flowers that was blocked off from the rest of the park, where you could sit and breath and watch the rest of the world go by. "Sit," Quinn said when she had already taken a seat and the small girl was still standing. Rolling her eyes at the folded arms and petulant glare sent her way she reached up and yanked Rachel to the bench, "With your height you should put that expression away, some one might think I'm being mean to a little kid."

Rachel shook her head and looked away but the blonde did not miss the small smirk trying to come up, "I hate my height."

"I know," Quinn softly chuckled running her fingers lightly through brown locks, using her nails to tickle the base of her girlfriend's neck.

A few moments of just sitting like this in silence was beginning to get on both their nerves, "Why?"

Biting her lip Quinn dropped her hand and sighed, "I love the carnival. I have since I was really little. It was the only time my family…well was a family. Loving dad, doting mom, and an annoying big sister." Rachel turned to see her girlfriend peering out into the crowd lost in times long ago, she reached over and took hold of Quinn's hand smoothing the flesh out with her thumb. "I saw you looking at that poster with dread every day this week. I knew you hated the idea of going and came to the conclusion that something must have happened to make you not like it and…" she trailed off scooting closer until their lips brushed one another but never moving in to seal it, "I was hoping to change that."

Rachel blushed deep red but ignoring the burning in her stomach pulled her girlfriend closer till she captured soft lips upon her own. Giving everything she could to tell the girl how much she loved her. Pulling away breathless they stared at one another for a moment. "Does that mean I can finally show that I'm terrified?" Rachel asked with a pout making Quinn laugh out loud and pull her up off the bench.

"Come on fraidy cat I got a lot to show you."

Rachel had to admit that she was having fun. No clowns in sight, Quinn constantly holding her hand to reassure her and never losing patience when the brunette became a little to scared to do something or ride something. The singer knew it was irrational but it did not stop the emotions from bubbling to the surface, "So do you want a corndog?" Quinn wondered with a hopeful smile, she was starving by now having skipped dinner for just this purpose.

Rachel bit her lip but nodded, she may be vegan but for Quinn she would be able to quell those desires for a while besides the blonde could make her forget all about those animals, it maybe sad but the brunette loved that about her girlfriend. Quinn bought them each one, still refusing to let Rachel pay which was getting on her nerves, "I appreciate you trying to pay for everything but I'm not poor and can sufficiently buy things for you if I so choose."

Smirking Quinn ignored her and the two made their way to the gaming booths to find Santana sitting on a bench with a very jumpy happy blonde in her lap, "Finally!" she groaned, "B here has been on edge for the past ten minutes."

"I want Santana to win me a toy," Brittany clarified yanking her girlfriend up and leading the way.

The four of them got to the basketball hoop game, "Five please?" Santana slammed her money down making Brittany squeal. She went at it and finally lost her money she was not very good at this game apparently but that did not get either of them down.

"Come on I want to play another game," Quinn said walking to another booth but when she realized her girlfriend was not behind her she and her two friends turned to see the brunette laying money down for the basketball game, "Rachel, baby, save your money for a sure thing." But Rachel did not listen, she picked up the ball and calculated the angle and tossed making a swish, never hitting net. Three sets of eyes bugged out as the singer did the same with the next three balls.

"We have a winner!" The guy running the booth shouted, "What would you like?"

Rachel bit her lip and stared for a moment before seeing the perfect thing, "That one." He nodded and headed over the heart shape pillow with a gold star imprinted in the middle, turning she smiled shyly not even trying to hold the blush darkening her cheeks, "It's for you." She handed it to Quinn who smiled and kissed her.

"I love it," she whispered holding it close to her chest and grabbing her girlfriend's hand twirling her in the middle of the walk way till her back was to Quinn's front and the two walked on, "But now I have to win something for you." she spoke directly in Rachel's ear causing a shiver to run up and down the smaller girl's spin. Quinn loved this. Holding the pillow in one hand and her other hand snaked around Rachel's waist holding her tight, the two walking as one with the blonde's head on the brunette's shoulder so she could say naughty, cute and sweet things into her girlfriend's ear. Just as the four began to head for another gaming area because Brittany was tired of these games a clown jumped out yelling from behind a tent, Rachel screamed spinning into Quinn pressing her head into the crook of her neck.

"I'm sorry," the clown spoke sincerely, "Usually teens don't get so scared at that routine."

"It's alright," Santana glared waving the clown off before smirking over at her friend, "Need a hand there goldie locks?"

"Hush it S before I tell your secret," Brittany grabbed the gaping cheerios hand tugging her on.

Quinn shifted the pillow and than shifted brown hair off to the side so she could see her girl looking up at her, "You okay?"

"I…is it gone?" Quinn looked around even though she knew it was already gone than nodded. Rachel straightened up and stepped back, "I'm sorry. That was quite juvenile of me and I will refrain…"

Lips attached themselves to her officially knocking the wind out before a hand tugged her along, "Be scared Rach…I don't care." Quinn called over her shoulder, "It just gets me to hold you that much longer." Rachel blushed and hid her smile in her sleeve but that would not do so Quinn snatched her hand away, "Don't hide that smile from me," she winked and the two met up again with their friends.

Santana smirked at her blonde friend when Rachel walked up to meet Brittany who was concentrating on winning the ring toss game, "Did you see her face?"

"It was cute," Quinn commented leaning against a wall.

"It was hilarious," Santana commented back, "And slightly sickening. Who would have thought Berry was terrified of clowns. Fucking clowns Q, doesn't she like wear clown make up daily. I can't believe she isn't scared of her own reflection."

Quinn craned her neck toward her friend, "I'd watch what you were saying. I'm sure I can get Brittany to spill something on you."

"I'm sure you could," Santana chuckled, "The girl is hot, brilliant in bed but not the sharpest thing in the closet."

"Baby can I have some money?" Rachel asked bouncing up to her girlfriend swinging their hands back and forth.

"For what?"

"I want to go to the Show Tune Museum,"

"You…what?"

"Please, you don't have to come. I know you don't like it but…I do." Quinn asked how much it was and Rachel licked her lips glancing away mumbling.

"How much?"

"Ten dollars a piece and that doesn't include the souvenirs of autographs…"

"How much is this all going to cost me?" Quinn figured she wouldn't bring up the fact Rachel had insisted she could pay for things just as well as the blonde, this was the night Quinn was going to pay for everything.

"Fifty dollars?" Rachel said in a question form.

"Fifty dollars!" Quinn gasped mentally laying her hand on her wallet in her back pocket, never would she bring a purse to a fun place like this, it could get stolen easily and you have to find a way to hold it during rides and pray money doesn't fall out or anything else for that matter.

"Please baby, I'll make it up to you." Rachel pleaded with a full pout while her foot slid deliciously up the taller girl's leg.

"I don't know, that is a lot of money."

"Fine." She pulled away and huffed.

Quinn licked her lips looking at Santana who just shook her head with a smile, "Fine." Rachel beamed and kissed her hard before sliding the money out of the blonde's hand.

"Whipped," Santana coughed into her hand.

"Oh like you wouldn't have done the same thing." Quinn hissed folding her arms across her chest.

"Hell no." the Latina snapped, "Unlike some I have the ability to say no to my girl."

Just than Brittany bounded over, "Santana I can't choose." she cried out tossing her arms around her girlfriend's neck.

"Can't choose what?"

"What toy I want and the woman keeps telling me to hurry up," she whined pulling the girl in closer with each word.

The three maneuvered over to where the booth was, "So she won?" Santana questioned and the girl nodded, "Well Brit I'm here so what toy do you want?"

Brittany glanced up and looked over all the fun stuffed toys. Ducks, which she really loves, bears that are just so cute, turtles who are slightly slow like her on bad days, and so on and so on. "I don't know," she cried out again, "All of them."

Rolling her eyes she pulled out her wallet, she too like Quinn know its better to have one of these during this kind of activity than a purse, "I'll buy you one extra okay. So a duck and what else?"

"I want all of them. They seem so lonely," she nodded to each of the toys.

"They have like a dozen of each,"

"But not up there with them," Brittany frowned, tiny tears trickling to the edge of her eyes.

"I can't get you all of them," Santana assured, "But I'll get you one extra, so choose."

"I can't!" she cried out folding her arms and staring away.

Santana groaned and glanced at Quinn who was trying to hide her smile behind her hand, but the amusement shown in her eyes which tried to avoid Santana's glaring ones, "How much?" she squeaked out toward the booth lady.

"For the whole lot?" the woman asked skeptically. Santana nodded and the woman beamed, "A hundred and fifty." Santana gulped and eyes bulged and Quinn followed suit after she watched her friend hand over the money, "You want them now or…"

"I'll pick them up on our way out." she growled.

Brittany jumped up and down, "They're all mine?" Santana nodded and was bombarded by a huge hug and strings of kisses all over her face.

Quinn shook her head and walked by making the whipping sound, "Shut it Tubbers!" the Latina called after her.

Rachel loved the museum, it was full of great music, hardly any customers and lots of autographs from famous people she loved. She paid seventy five dollars for the whole thing, well worth it in her opinion, and not a penny of Quinn's money went into it. She met her girlfriend out side, "You really didn't want me to go with you?" Quinn pouted making Rachel pull her in.

"I know you would have been bored," she said holding hands with her girlfriend and the bag of memorable in the other, "Besides I'm sure you had fun with your friends."

"I did…thank you for not dragging me in there. I would have gone though."

"I know," she kissed her on the cheek. "Well one last stop and then I think we are out of here." Rachel looked at her watch and saw that it was almost midnight and the park closed at twelve thirty, the latest thing open in the whole Lima, Ohio area for teenagers at least.

"Where is that?" Quinn pointed to the ferris wheel spinning around and around. "I…Quinn…"

"Your scared of heights too?" she asked with a hint of a smile, "Then this will be fun. Come on." The two got in line. Brittany dragged a crabby Santana into a bucket seat, than Rachel and Quinn got in the next seat. It rocked back and forth and Rachel clutched Quinn's hand. Laughing good naturedly Quinn wrapped her arm around the smaller girl's shoulders, "Relax," she whispered as the machine started going and the gears pulled them around and around. Slowly she let her body slid into the blonde's and enjoy the shaky ride until it started to slow and stop at the top which made their bucket tip back and forth. Squeaking in fear she cuddled closer.

"Make it stop," she cried holding her eyes close. Quinn lent her head back, she really loved Rachel holding on to her but this time the girl was holding to tight and one of her knees was some how pushing into her center, how this happened neither girl would ever know but it was turning her on.

"Rach," she sighed trying not to let it show, "It'll stop in just a second. Can you please let go?" the girl shook her head, "Can you just back off a bit?" again she shook her head. Knowing she had to do something she forced Rachel's head up and locked their lips together, her tongue forcing entry, swiping back and forth on pale soft lips earning a moan. The two lost themselves in the moment until neither could breath, "Better?" she wondered smoothing out the creases in the girl's forehead.

"Much," she smiled back.

"Are you two coming or what?" Santana rolled her eyes dragging Brittany off, "We have to get those damn toys before the park closes."

"Are you mad about that S?"

"Naw B, I love it." Brittany knew it was sarcastic but just awed and kissed her girlfriend making the Latina just roll her eyes and laugh out loud while pulling her closer.

"We're on the ground," Rachel said slightly dazed.

"And holding the line up," the conductor growled.

Quinn bit her tongue and helped her girlfriend up. They followed the other two to the booth where Santana then ran off to get the car, once it was loaded up with all Brittany's 'winnings' the four drove off. Rachel fell asleep with her head on Quinn's shoulder who let Santana drive her car.

"Wake up sleepy head, we're here." Quinn walked her girlfriend up to her house and said good night with a gentle kiss.

Rachel walked in to find her dads cuddling on the couch, "So how was it?" they asked ready to hear the girl go off on a diva tantrum.

"It…was…I don't know…perfect. I can't wait to go back," she beamed and ran up to her room where she showered and slid into bed staring at a picture of Quinn and her in one of the old time photo booths at the fair, both getting their pictures in saloon style outfits pretending to dance with each other. She fell asleep caressing her girlfriend's face wondering how she got so lucky…

Quinn had taken a shower as well across town in her own house and settled into her bed clutching the pillow that Rachel won for her, a gold star that she traced with a gentle smile on her lips wondering how she got so lucky.

The End.