Isn't It Kinda Fun?

Summary: While attending a State Fair as a cover for meeting a contact, Magnus and Will enjoy food, fun, and friendship. Me, on a fluffy Magnus/Will kick? Why yes, yes I am...

Rating: PG

Disclaimer: I own nothing and turn no profit. Well, I own several plot-Nubbins (oversexed, hyperthyroid, fic-spawning invisarodents) but that's nothing to brag about.

Author's Note: So, as I noted, the muses and plot-Nubbins are all about fluffy Magnus/Will stand-alones and/or sequels to existing Magnus/Will funtimes. Meanwhile, I have a couple of very long and very serious fics that I want to finish languishing in my WiP pile. They'll get done, but right now the muses are insistent that, into every life, a little fluff must fall. Thanks to Justine for always feeding and nurturing my fluff!muse (among other of my Magnus/Will muses she facilitates, filthy enabler).

Author's Note 2: The fair here is loosely based on the Puyallup Fair in Washington State (since we know the Sanctuary's in the Pacific Northwest) which runs in September every year. An American-style State Fair is a wonderful, unique experience (for "children of all ages" as the saying goes) that I can really see Magnus enjoying in her subtle, Magnus way. The title (and pre-fic lyrics - don't worry, though, it's NOT a song!fic), are from the Rodgers and Hammerstein musical "State Fair" (plot-wise, the two have zero resemblance to each other except both taking place at State Fairs).

I'm not a girl for sentimental hype;
I never go for the Romeo type.

Over a dewy-eyed Juliet
No one has seen me drool yet.

- "Isn't It Kinda Fun?", "State Fair" (Rodgers and Hammerstein)

Isn't It Kinda Fun?

"You must be joking?" Magnus said, regarding the offered cotton candy dubiously.

"Hey, when in Rome," Will answered, proffering the stick again.

"Will, I am not eating candyfloss. It's nothing but colored sugar. Sticky colored sugar, I might add."

"Okay. Remind me never to bring you to a fair for real," he answered, smiling and shaking his head. "But, for now, the goal is to blend in so we don't spook our contact. You don't have to eat it; just hold it."

"Oh, very well," she muttered, accepting the stick with what was almost an eye-roll. "Better?"

"Much," he answered, tearing off some of his own and popping it into his mouth. "Mmm," he moaned, licking his fingers. "It's been years. I'd forgotten how good this stuff is."

With an answering look that suggested he had low standards, Magnus steered him down the midway. Grinning, Will helped himself to more of the cotton candy, letting out another moan and licking his fingers again. He had to bite back a smirk at the way Magnus was eyeing him, speculative and curious.

"You never had cotton candy before?" he asked, raising an eyebrow.

"Nineteen oh-four," she answered, shrugging. "Overpriced for nothing but spun sugar. I never understood the appeal."

Will smiled and shook his head. "It's... a childhood pleasure. For most of us. You weren't exactly a child during the Saint Louis World's Fair," he answered, helping himself to more.

"Yes, well, children will put almost anything in their mouths," she answered, lips curving into a sardonic smile.

"Hey!" he laughed, nudging her gently with his elbow.

Magnus grinned at him, laughing softly and gingerly detaching a section of the candy from the mass on her stick. "Well, if nothing else, it will give us energy for a day of aimless wandering," she observed, placing the candy into her mouth. Her expression was momentarily thoughtful and then she shrugged, obviously unimpressed. "Not dreadful."

Will scoffed and shook his head. "Close enough. So, your contact always this cagey? Meet me at a state fair with hundreds if not thousands of people and wait for me to find you?"

"One too many brushes with those who would do her harm. She's probably already watching us, trying to make sure we weren't followed and aren't drawing attention to ourselves."

"Well, then, let's... not draw attention to ourselves," he answered as they passed an area packed with game kiosks.

"You can't be serious?" she answered, giving him an incredulous albeit amused look.

"Hey, that's a rare species of abnormal," he murmured, nodding to a hanging stuffed unicorn.

"Mmm, the Sanctuary operative who managed to procure such a specimen could expect a sizable Christmas bonus," she answered, smirking.

"Well, then, here's hoping all those hours in the shooting range weren't wasted," he answered, heading over.

"Will!" she laughed, following. "You're joking?"

"Nope. The damsel desires a unicorn so the damsel shall have one."

"My knight in faded denim," she chuckled, shaking her head. "One game, Will."

"Okay." Smiling and nodding, he paid the attendant. "Just shoot out the bull's-eye?"

"Yup," he answered, nodding and handing Will a rifle.

His accompanying look clearly said he doubted the townie in his designer tee had ever handled a real gun in his life. Will smiled and ignored that, picking up the rifle and taking aim. Once he had obliterated the red circle, he handed the rifle back.

"You may want to realign the sight. It's a little off-center," he provided helpfully.

"Uh, right," the guy answered, blinking. "Um..." Making a questioning noise, he pointed to the stuffed dolls hanging off the booth.

"A unicorn for the fair damsel, please," he answered with a grin.

"Right," he repeated, shaking his head and pulling it down.

Magnus, standing by with ill-concealed amusement, accepted the giant doll with a gracious nod. "Thank you, brave warrior. Now come on, you showoff."

Grinning, Will followed her back down the midway.

"You've been practicing," she observed, shifting the unicorn around like she didn't know exactly what to do with it.

"Yeah, well, I spend enough time in the field that it makes sense to know a weapon or two other than just handguns," he answered, shrugging. "Paid off. I bagged my first unicorn, after all."

"Equus monoceros. A rare find, indeed."

"Remember, I was promised an extra big Christmas bonus," he teased.

"Mmm but, as Nikola routinely points out, I am notoriously stingy with money. We'll have to find another reward for your display of skill. Perhaps a kiss from your liege?" she countered, smirking at him.

Will grinned. "You wouldn't catch me complaining..."


"Hey, a kiss from the princess or queen is the traditional reward for a knight on the successful completion of a quest," he pointed out, laughing.

"And you, my dear William, are a squire at best," she laughed, shaking her head. "You'll need to prove your worth against a more daunting foe than this one," she informed him, nodding to the unicorn.

"Hmm. A dragon?" he suggested, pointing to a stuffed one hanging in another booth.

"Will, I told you, one game," she protested, grinning and shaking her head.

"Come on, Magnus!" he wheedled. "It's been years since I've been to a fair. We might as well have some fun until our contact decides to show herself."

"Fun? Throwing weighted darts at balloons deliberately underinflated so they're less likely to pop even if you do hit them?"

"Let's forget that and live a little, Magnus?" he urged, giving her a hopeful look.

"Oh, very well," she sighed, gesturing for him to go ahead.

"You, too," he told her, paying the attendant. "It's a dragon. I'm going to need the backup."

Her only answer was that almost pained 'I'm going to pretend your antics don't amuse me, monkey' not-smile of hers, but she did accept several darts from the attendant.

"How many balloons do we need to pop to win the dragon?" Her jaw dropped at the answer. "Will, we'll be here all afternoon!" she protested.

"Not like we have anything better to do. Besides, it's fun," he reminded her, handing the attendant more money since they were definitely going to be here for awhile.

"For a gaudy stuffed dragon that would cost five dollars at a toy-store?"

"Am I going to have to sit you down when we get home and give you lessons on how to have fun like a regular person?"

"Apparently so," she answered, shaking her head and picking up a dart. After weighing it in her hand for a moment, she tossed it, easily popping one of the balloons on the board.

Will stared for a moment, grinning. "Is there anything you aren't good at, Magnus?"

"Well, if there is, you certainly won't catch me advertising that fact," she told him, smirking and popping another balloon.

Laughing at that, he picking up a dart and threw it, frowning when it landed between two balloons.

"Not like that, Will," she murmured, putting down the last dart and reaching for his hand. "Your wrist is too tense. Just relax," she advised, placing a dart in his hand and shifting close to his side as she positioned his fingers around it. "Hold it like so," she directed, one hand on his wrist and the other coming to rest on his shoulder as she corrected his grip and posture.

Will gave a faint nod, ignoring the little thrill of pleasure her touch caused to race through him and focusing on the lesson at hand.

"Now, line up your shot by sighting your target here, over the fletching," she told him, gesturing and keeping one hand on his shoulder. "Inhale, let fly, and then exhale. Don't breathe while throwing, Will, just like when firing a gun."

"Right," he murmured, drawing a deep breath and launching the dart.

"Well done," she whispered as the dart hit and popped a balloon.

Will experienced a slight shudder at the feel of her breath against his cheek and ear and turned to smile at her. "Thanks," he answered, voice catching.

"Any time," Magnus assured him, ignoring the booth attendant and his 'get a room' expression. "Now, let's capture a dragon, shall we?"

"Sounds like a plan, boss."

Laughing and nodding, Magnus picked up two more darts, passing him one. Grinning over at her, he turned back to the board covered with balloons and tossed another dart.


"Will, what am I going to do with all of these?" Magnus laughed as they walked down the midway, both laden with oversized stuffed animals.

"I'm sure there's room for all these rare species at the Sanctuary," he chuckled. "Unicorns, dragons, blue bears, pink elephants..."

"Rare species, all," she agreed, smirking at him. "But what do we do with them?"

"We bring them home at the end of the day."

"Will, my bedroom would hardly look right with a sparkling unicorn or... any of these," she began.

"Then I'll hang on to them and pass them out to younger patients," he answered, shrugging.

"Well, as long as they don't end up in a crate in the basement." Magnus smiled over at him. "I suppose the fun is in winning them."

"Nope. The fun is in competing for them. Winning is just icing," he explained, not bothering to point out that, traditionally, there was also the lure of impressing your date when you played fair games.

"Well, let's put these in the car and then come back and get something to eat," Magnus suggested. "I can't imagine that Hope will be much longer in making herself known to us."

"You said she's always skittish like this?" he asked, following her back towards the parking lots.

"More so in recent years. She lost a close friend to the Hate Crimes following the release of Lazarus."

"God," he sighed, losing some of his festive mood. "No wonder she's bite-shy."

"She fares better in familiar company. Once she's had a chance to observe you, she should be more comfortable meeting with us both together in future."

"Aw, no more fun day-trips?"

"Don't pout, Will. It's unbecoming," she directed with a faint smirk, unlocking the car and piling the toys in her arms into the back seat.

"I could keep saying 'pretty please' until you cave if you'd prefer," he offered, adding the prizes he was holding to the pile in the backseat. He had gone a little overboard, but he didn't care. It was fun and not like they had anything better to do.

Magnus smiled and shook her head. "I don't know why you didn't want us to pack our own lunches," she added, locking the door again. "Nothing I saw here looked remotely nutritious."

"Uh, Magnus, you may be missing the point," he answered, grabbing her arm and tugging her back towards the midway.

"Will," she protested, sighing as she let him lead her towards the food stands. "Everything here is either deep-fried or served on a stick!"

"Not everything! Just... most things," he answered with a shrug. "There are ribs," he offered, pointing to the stall. "You like ribs."

"Not in this blouse although you, of course, are welcome to whatever you care to risk."

"I won't even bother pointing out that there are bibs, too."

"Thank you," she answered, peering around. "Isn't there any proper food here, Will?"

Resisting the urge to roll his eyes, Will nodded. "Grilled veggies and sweet-corn," he offered, pointing to the only stall without a line to speak of.

"Much better, thank you." Smiling brightly at him, she headed in that direction.

Smirking and shaking his head, Will followed. Part of him was ready to go along with her and just get some corn on the cob or something, but he was almost immediately side-tracked by all the delectable sights and smells around him.

"Deep-fried bacon? You will not be eating that!" Magnus informed him firmly when he stopped to eye it.

"I was just looking!" he protested, wondering if that meant that a dessert of deep-fried Snickers bars was out as well.

"Keep walking," she added as he caught sight of a sign promising deep-fried Guinness beer.

"Hey, come on! Doesn't that one even get your scientific curiosity going?"

"It's too early for alcohol, Will. Perhaps on our way home you can pick up an order."

"Good deal," he answered, grinning and following her over to the veggie stand.

Magnus shook her head when she caught him peeking at the burger stand across the way. "Honestly, Will, are Americans hard-wired to require rich, greasy foods?"

"Hey! I've tried some British cuisine and we have nothing on you guys for cholesterol and carbs. Besides, they've got buffalo burgers! Only a quarter of the fat."

"Oh, very well," she answered with an indulgent grin. "Go. And mind you get buffalo, not beef."

"Thanks. Be right back," he promised, hurrying over to that line.

Magnus joined him a few minutes later, bearing a little paper-lined basket with several pieces of corn on the cob and a pile of assorted grilled veggies.

"Looks good," he admitted despite himself, accepting his buffalo burger and fries from the girl behind the counter with a smile and a nod of thanks.

"And your hamburger doesn't look nearly as unhealthy as it could," she answered with a good-natured smirk. "Although those chips."

"Fries, Magnus. On this side of the Pond, they're called fries."

Ignoring that, she suggested, "Let's find somewhere out-of-the-way to sit?"

"Sounds good," he agreed, eyes scanning the surrounding area. "There?" he offered, pointing to a table tucked away from most of the others.

Between the back walls of two rides, it was about the only table not positioned to take advantage of the beautiful, sunny weather, which also made it one of the few empty tables. And it was far enough from the main area that their conversations were unlikely to be overheard. Nodding at the choice, Magnus wove through the crowds. Not sure whether he wanted their contact to show herself soon or not, Will followed.

Somehow, even if the contact didn't appear while they were eating, Will was kind of happy they'd settled on a table away from the bustle. Being hyper-observant was all well and good, but it could be tiring as well. When there were hundreds upon hundreds of people in close proximity all vying for the attention of an already-overtaxed limbic system, trying to figure out which rare individual in all that crush might be an actual threat was exhausting. At times like those, taking a few moments to focus exclusively on Magnus always managed to soothe his ruffled feathers and take his fight-or-flight instinct out of high gear. He attributed it to the fact that she'd saved his life when he was a child and he still remembered that on an instinctive level, deep in parts of his brain that never saw the light of day. Anything else that he felt when every one of his senses was taking in some aspect or other of Helen Magnus was purely incidental to the calming effect her presence had on him. Took place in a different part of his brain, too, one he generally opted to ignore where coworkers were involved.

"That does look good," Magnus admitted of his burger as she sat down. "Perhaps I'll have one myself if we're still here at suppertime."

"Want a bite?" he offered, sliding it towards her.

"No, you go ahead. I have more than enough here," she assured him, reaching for a piece of squash from her basket.

"If you say so," he answered, popping a steak-fry into his mouth and inhaling quickly when it burned him.

"Am I going to have to remind you to blow on your food first like I did when Ashley and Henry were little?" she asked, raising an eyebrow and primly opening her bottle of water.

"Cute," Will answered, taking a sip of his soda.

"Yes, you can be," she answered, leaning across the table and patting his cheek. "On occasion."

"Someone's in a mood," he noted, smiling. It was a relief that she could mention Ashley and be joking again two seconds later. Not that she would ever forget, but maybe she was starting to heal. He hoped so, at least. She was past due to be able to lay some of her pain aside. His main regret in their relationship had always been that he couldn't do much to lighten her load.

"And why shouldn't I be in a good mood? It's a lovely day. I have good food and better company." Shrugging, she gingerly picked up a butter-drenched cob of corn, frowning at the way it dripped for a moment before shrugging and starting to eat.

Will watched Magnus out of the corner of his eye as he enjoyed his own food, amused as always by her displaying such a down-to-earth behavior so casually. Not that she was ever snooty, but she so often seemed separate from the world around her that watching her act so conventionally was just nice. He'd never seen her eat corn on the cob in his life and he'd expected her to do an awkward job of it since she was normally so meticulous. Instead, she tackled it like she ate corn on the cob all the time and didn't remotely mind the buttery, salty mess she was making of her face and hands.

He looked down in surprise when the feel of something brushing his ankle distracted his attention from Magnus, jumping and gasping when he realized that it was a large raccoon.

"What the..." he breathed, wondering if its lack of fear meant it was rabid or just half-domesticated by idiots feeding it. "Shoo," he directed, watching it warily.

The raccoon gave him an unamused look and jumped up onto the table.

"Uh, Magnus..." he began.

"Hmm?" she asked, smiling down at the raccoon. "Well, hello there, little sister."

"This is Hope?"

"Hardly, Will. This is her friend Mika. Give her the data, Will."

"Huh?" he asked, staring at Magnus for a second before digging a flash-drive from his pocket and hesitantly offering it to the raccoon.

Nuzzling his hand, it took the drive and gave him an eager look, nose twitching.

"What?" Will asked, frowning uncertainly.

Magnus smiled and shook her head. "She wants a reward, Will. Give her something to eat."

"Um..." Shrugging, he shyly extended a fry to the raccoon. It chattered happily, grabbed the food, and scampered off with it and the flash drive. Will shook his head, making a soft sound of surprise. "That's got to be the weirdest interaction I've ever had with a contact..."

"Mika wasn't the contact, Will," Magnus reminded him. "Just an intermediary."

"Right. So Hope controls animals?"

"Not at all. She prefers to consider it an understanding which they both benefit from. She has many animal friends but they come and go as they like." Magnus chuckled, finishing off the last of her corn and looking around for a moment. "Ah, we forgot napkins."

"Want me to run and grab you some?" Will offered, polishing off the last of his burger.

"No need, Will. Believe it or not, I've endured far more rustic eating arrangements than these," she told him with a smirk before proceeding to lick her fingers clean.

Will stared at that and told himself it was only because he'd never expected her to do something so... normal. After all, it would hardly have been his place to be fascinated by those long fingers or plump lips and deft tongue for any other reason. Clearing his throat and shaking himself, he finished the last of his soda, making a point of looking around the fair again.

"How'd she do that? With the animals?"

"You really want me to ruin the mystery?" she countered, smiling at him and wiping a smear of butter from her chin with her thumb. "Wouldn't you rather just enjoy the remainder of our day at the fair?" she asked, licking her thumb clean.

He looked up in surprise at her words, biting his lip. "We're not going home yet?"

"Why should we? There's nothing urgent to call us immediately back home and it's less than an hour's drive so no reason not to linger here for a time."

Will smiled faintly at that. "I'm guessing you aren't a bumper cars kind of woman?"

"Hardly, but I'm sure we can find other things to occupy ourselves," she answered, climbing to her feet. "Isn't there some type of grade school science exhibition today?"

"Yeah, I think that was today. Sounds fun," he admitted, getting up as well. "Can I interest you in a funnel cake?" As she gave him a surprised look, hand moving to her stomach, he amended, "We can split a small one."

"Normally I wouldn't but I suppose a bit of self-indulgence every once in awhile never hurt."

"All things in moderation," Will said, grinning. "Including moderation itself."

Magnus laughed at that, conceding his point with a gesture of defeat. "That funnel cake does sound rather appealing. And, I must confess, I am curious about that deep-fried beer..."


"I think I've had more fried food this afternoon than I indulge in during the average decade," Magnus chuckled as they walked.

It was starting to get dark and, since it was a school-night, the crowds were rapidly thinning as people brought their children home so they could get up in the morning.

"Hey, as far as I can tell, the real surprise today wasn't the fried food, it was you braving the beer tent."

"If you can call what they were serving beer," she answered, frowning.

"Now that's something we can agree on. Not a real beer in that place, just watery domestic swill. But the fried Guinness was..."

"Transcendent," she conceded, nodding and leaning against his arm as they walked.

"I may have a new favorite food," he confessed.

"Don't fall into the trap of calling it food. You'll die of an early heart-attack, complicated by cirrhosis."

"Hey, at least I'll die happy."

"Is that all that you require to make you happy, Will?" she asked, expression momentarily probing. "A quick but pleasant... shock to your system? Well, I'll have to bear that in mind."

He blinked at that, wondering if he'd had too much to drink or eat. He felt less drunk than just drowsy, calm and happy in the presence of his dearest friend but, at the same time, he had to have been imagining that speculative look she'd been giving him. That or projecting.

"We should probably get back soon," he admitted reluctantly.

"Probably," she conceded, turning slowly to face him on the darkening midway. "I have to confess, Will, today was considerably more enjoyable than I thought it would be."

He bit his lip at that, smiling warmly. "I'm glad. Let's go home?"

Magnus frowned thoughtfully for a moment, then beamed at him, shaking her head. "We have one more thing to do. Come on," she directed, heading back the way they'd just come from.

"What?" he asked, following her in confusion. He chuckled softly when she moved towards the Ferris wheel. "Seriously?"

"It was 1893 the first time I rode one of these," she admitted, smile almost girlish for a moment as she remembered. "It dwarfed this one. James cursed me for dragging him onto it, but he never had much of a head for heights."

Will had to smile at that. "Lots of fond memories?"

"Oh, yes," she murmured, expression momentarily distant as they joined the line. Then she smiled at him, her whole face lit by it. "Thank you for today, Will."

"Any time," he assured her, smiling as they stepped into a waiting car. "Not many people in line. Maybe they'll keep us at the top for awhile."

"One may hope. There's no view quite like the one from the top of a Ferris wheel."

"Nope," he agreed, not pointing out how romantic Ferris wheel rides could be. "So, you and James Watson went to the Chicago World Fair together?"

"We could hardly stay away. It was Nikola's crowning achievement. There was so much new technology on display that year."

"You mean the that alternating current wasn't enough of a draw? You needed the Ferris Wheel, too?"

"Mmm, it was fascinating to us, certainly. And, of course, very few men say no to an excuse to get me alone somewhere with a romantic view," she answered, smiling sweetly over at him as the wheel lurched into motion again.

Will bit his lip at that, coloring slightly. "Was he... sweet on you?" he asked, stumbling slightly over the phrase even though it seemed appropriate to describe a crush that had originated in the late 1800s.

"Our history was long and complex," she answered, expression reflective. "But always quite affectionate and... loving as well," she murmured, still looking distant.

"You must miss him," he answered quietly, resting a comforting hand on her arm.

"At times," she admitted, smiling over at him. "But I doubt he died with many regrets."

"Which has to be comforting, but doesn't entirely change what you've lost," he offered gently.

"He's always with me, Will. I haven't lost that feeling and I no longer have to watch him suffer the way he did during his last several years of life. He lived such a full life and did so much good for so many that I can't begrudge him his rest now," Magnus answered, leaning over and resting her head against his shoulder.

Will bit his lip at that, resisting the urge to squirm at the unexpected act of intimacy. Not that he minded at all, but Magnus was very seldom so free with her affection and it had him feeling very... affectionately towards her. Looping an arm around her shoulders seemed natural, especially when she just snuggled closer after he had.

"Next time we're in London, maybe we can go up on the London Eye?" he suggested after a moment's silence.

"No," she answered, shaking her head faintly.

"Um, okay," he answered, shrugging and ignoring a surge of disappointment.

"Large Ferris wheels aren't remotely the same as these smaller ones. So much less intimate when there are a few dozen other individuals with you in your car. You might as well just be on a tour-bus."

Relief was harder to ignore, but the answer had him more curious than anything. This was a look at a side of her he hadn't seen much of before.

"Oh, so you prefer a... cozier experience?"

"Well, I've never been one to enjoy being observed too closely," she pointed out, straightening and turning to face him as the Wheel stopped with them maybe a quarter of the way up to let on more passengers. "James confessed after we rode the Chicago Wheel together that he would have kissed me if there hadn't been so many others observing," she informed him, face sporting a teasing smile.

Will swallowed hard, licking his lips absently at the way her eyes gleamed in the near-darkness. "I'm surprised he let that stop him," he admitted, clearing his throat and flushing slightly.

"It was a different era and James was very much a child of his age," she pointed out, shifting almost imperceptibly closer. "I would not have objected, however, even with an audience. He had many traits I very much prize in a man."

"Such as?" he whispered, almost unable to believe that this was going where it seemed to be.

He might have stolen a kiss at the top without being prompted and they both would have laughed it off as a friendly, if foolish, impulse. But this was leading up to something a lot more significant than a friendly kiss given on a lark at the end of an enjoyable day of merriment. He normally bristled at being compared to other men, but no one in his right mind balked at being compared to a member of the Five as brilliant and kind-hearted as James Watson. Especially since he suspected she had brought him up deliberately to turn his mind to the idea of kisses on Ferris wheels.

"He was intelligent, insightful, gentle, passionate, thoughtful, thorough... audacious," she added with another smirk, leaning back in the car and giving him a challenging look.

"Kind of guy who loved rushing in where the angels fear to tread?" he ventured, sliding across the seat towards her with his heart hammering. He had always assumed that Magnus' style was less subtle hints and more blatant come-ons of the type most men wouldn't have been able to resist even if they'd wished to.

"Very much so," she agreed, complacent tone belied by the flush rising on her cheeks.

Will drew in a slow, shaky breath, bringing a hand to her cheek. "Magnus..."

"Will?" she answered, licking her lips.

"If a guy didn't know better, he'd think you'd been planning this all day."

"And, if he were to discover that this was the case?" she countered, raising an eyebrow.

"Then he would feel insanely gratified and wonder what he did right," Will told her, bringing his lips to hers.

She made a startled sound at the intensity Will brought to the kiss, a hand flying up to grip his shirt as he drew her lower lip between his, nipping and sucking gently but with undeniable need. He couldn't blame her for being surprised; he was pretty shocked himself by how strong his desire was once he stopped pretending that his regard for her was purely that of a student for his mentor.

She opened her mouth as his lips and tongue began to explore her lips, and melted when it became obvious that he wasn't going to deepen it right away. To his way of thinking, there was no need to, not yet. The kiss was slow, loving, exploratory but also achingly familiar. He'd never experienced a first kiss like this one. Years of affinity made it impossible to feel any sense of anxiety, but the pleasant thrill of anticipation was already flooding his body, leaving him warm and breathless. He could have kissed her like that forever, but then the Ferris wheel was bringing them back down to Earth, in more senses than one. Groaning, he broke the kiss.

One of them made a sound between a whimper and a moan as he drew back, and both of their chests were heaving. She was watching him with surprise, something that looked like anxiety, and with undeniable hunger.

"Lord," she breathed, absently licking her lips. "Will..."

He smiled weakly, licking his own lips and trembling at the residual taste of Helen Magnus on his lips. Jeans that had been comfortable all day suddenly felt far too tight.

"Magnus," he whispered, fingers stroking her cheek.

"Don't," she murmured, closing her eyes and leaning into his touch. "The drive home will be too long already."

"God," he groaned, dropping his hand and pressing a chaste kiss to her cheek as the wheel stopped at ground-level. "For once, I'm not even going to complain about your driving..."

She laughed. "Desperation becomes you, young man," she informed him, moving rapidly across the fairgrounds towards their car.

Grinning and shaking his head, Will followed close on her heels.

"We passed any number of hotels on our way to the fairgrounds," she pointed out as they reached the car. "Far closer than the Sanctuary."

"No." He shook his head firmly. "Our first kiss was... a quiet place with a decent view. Our next kiss... everything that follows, I want that in a quiet place with a stunning view."

"The roof of the North Tower?" she whispered, eyes widening and face absolutely shining. "Oh, Will..."

"The place where I entered your world," he breathed, taking a step closer and kissing her tenderly. "Can't think of a better place."

"Nor can I," she answered, nuzzling his cheek once before drawing back and reaching for the car keys. "Get in, Will. Let's go home."

The End(ish: sequel already in progress because romance on the roof of the North Tower definitely deserves its own fic)