a/n: Okay so after many, many, many, MANY moons… this is finally finished :) I was originally inspired to write this story by a line I heard on a TV show, which I incorporated into this story and I love it. At first, I had no idea who I was going to write this about but with all the Kenlos airplane pictures, I knew it had to be them :) And without further ado, I present, "Nowhere But Up"! Hope you like it! :)

Kendall didn't like flying.

Something about being fifty thousand and some odd number feet in the air made him uneasy. The longer he sat in his seat, waiting for take off, the longer the wave of nausea settled in the pit of his stomach. He prayed that he wouldn't throw up or have some form of panic attack with all these people around. He closed his eyes, forcing himself to think about anything other than the fact that the plane was going to take off any minute when he felt a tap on his shoulder. "What, what?" he exclaimed, jumping as his eyes shot open. The guy standing before him scrunched his eyebrows together and Kendall felt his face go red. "Hi." he said sheepishly.

"Hi." he replied with a chuckle. "Everything alright?"

"Just a little nervous about flying." Kendall admitted, raking a hand through his hair.

"I could tell." the unnamed boy smiled at him and Kendall couldn't help but to smile in return; he had a cute smile. "Hey, uh, do you mind if I sit with you?" he asked. "Everywhere else is kind of taken and I'm flying alone so…"

"Yeah, it's no problem." Kendall told him. He sat up a little bit straighter as he sat down in the seat next to him. "I'm Kendall." he offered.

"Carlos," the other boy replied. The flight attendant said that they were about to take off and he noticed how Kendall stiffened up and gripped the sides of his chair tightly. "First time flying?" he asked sympathetically.

"No, I'm just not a fan of flying." Kendall replied, his cheeks flushing. "The height, and being in air… it just makes me kind of nervous." Kendall paused. "And what if I fell out the window?" he asked, then tipped his head back against his seat, and moaned, "Oh my god, I don't want to fall out the window."

"It's okay, Kendall." Carlos said. "Don't worry; you'll be okay." he smiled at the blonde. "I won't let you fall." one again, Carlos had made Kendall blush and smile. Who was this mysterious stranger and what was this unexplainable affect he had on him? "So where are you headed?" Carlos asked Kendall after the plane had taken off. He had to hold Kendall's hand until it had settled in the sky, but if he told you that he minded, he would be lying. The only thing he did mind was when they let go, and his hand felt unusually empty.

"LA." Kendall replied. "One of my best friends moved out there, like a year ago, and I miss him, so he's flying me out."

"Oh, that's cool." Carlos nodded.

"Yeah, it's been a while since I've seen him." Kendall continued. "We're really close."

Something inside of Carlos felt off when Kendall said that; like his stomach flipped, and his heart stopped for a second. "Close?" he inquired.

"Yeah, we're like brothers." Kendall said, and he didn't miss the way Carlos seemed to relax when he said that. He wondered why, but he didn't let his mind linger on it for too long. What were the odds of meeting a guy as cute as him who's also gay? "So where are you headed?" he asked him.

"LA, same as you." Carlos replied. "I live there, I'm flying back from Minnesota. I was visiting my grandparents."

"I'm from Minnesota." Kendall smiled.

"Dude, how do you do that?" Carlos chuckled. "It's freezing there!"

Kendall chuckled. "It's just something you get used to. Besides, if it wasn't cold, I couldn't hit the ice."

"You skate?" Carlos asked.

"I play hockey. I'm my teams captain." Kendall tried to sound modest but whenever he talked about hockey or his team, he usually came off as bragging, even if it was just a little.

"You must be good then." Carlos smiled, and Kendall just shrugged. "Oh come on, I know you want to brag." Carlos teased him, giving him a playful shove.

Kendall chuckled. "Well we're division one champions and that's never happened until I became captain so…" he chuckled again, and ran his fingers through his hair.

"I bet you're really good then." Carlos told him. "You gonna play in the major leagues?"

"For the Minnesota Wild." Kendall replied. "But I'll also consider the Maple Leafs."

"Well then, I can't wait to see you on CNN. I'll be rooting for you." Carlos said.

Kendall's smile grew so wide, his cheeks started to hurt. In an attempt to fill the silence that followed, he cleared his throat and asked, "So what do you like to do?"

"Make people laugh." Carlos replied. "It makes me happy when I make someone smile."

"That's nice." Kendall said.

Carlos shrugged "Yeah, not as interesting as Mr. Hockey Superstar, but it's a start."

Kendall rolled his eyes. "I'm no hockey superstar." he said, but being called that by Carlos made his stomach flutter in his stomach a little. "I'm just Kendall." he shrugged again because he was really no big deal.

Carlos just smiled at him. He didn't know what it was about this guy but it was making his inner flirt come out and he found himself hoping it wasn't a waste of time. "I happen to think you're more than just Kendall."

Kendall's stomach was doing summersaults and he could swear he was going to puke- only it was out of complete and utter happiness this time, not anxiety from flying. "Thanks." he muttered softly, looking down at his lap with a small smile on his face, trying to play off the glee that he was feeling. "Are you always this nice to strangers?"

"Only the cool ones." Carlos winked at him and Kendall chuckled.

"What a flirt." he teased.

"I think it's the airplane peanuts." Carlos said, picking up the small package in hands and Kendall chuckled again. "They're making me risky."

"A life without risks is a life unlived, my friend." Kendall replied.

"Touché." Carlos smiled.

Time passed as the plane flew across the US. Kendall and Carlos made small talk, but not much was being said solely because they didn't know what to say. They didn't know anything about one another other then the fact that they both thought the other was very attractive. "So… this is a pretty long flight, right?" Carlos asked, breaking the silence between them.

"Sadly." Kendall sighed, and then found himself with a deer-caught-in-the-headlights look when Carlos leaned across him to pull down the window shade, to make sure that he wouldn't look out and freak out again. The Latino flashed him a smile and Kendall had to take a moment to compose himself. "S-so, um." he paused to clear his throat a little. "Let's take turn telling each other things about ourselves." Kendall suggested. "You know, it make the time go by faster."

Carlos could tell Kendall was still slightly uneasy about flying and since time was going by awfully slow, it wasn't doing much to calm his nerves. "Sounds good to me." he replied. "You go first."

"Okay um… my favorite color's green." Kendall finally said.

"My favorite color's purple." Carlos told him.

Kendall laughed lightly. "Like Justin Bieber?" he asked.

"Okay, I liked that color way before he did." Carlos said somewhat defensively and Kendall laughed again. "You're turn blondie." he rolled his eyes.

"Okay, okay." Kendall calmed down. "Uh, well besides hockey I really love- and you can't make fun of me for this-" he added hastily and Carlos put his hands up defensively, but smirked at Kendall. "I really love hanging out with my baby sister. Other than James, she's kind of like my best friend."

"Aw, that's really cute." Carlos said. "I wish I had a sister. Or a brother to be honest. But my best friend is like my brother- his name is Logan. We've been friends for forever."

Kendall smiled. "So have me and James."

"Do you miss him?" Carlos asked. "Since he's moved, I mean."

"Yeah, a lot." Kendall replied with a small shrug. "That's why I'm really excited to see him."

"How long are you going to be down for?" Carlos asked.

"About a month. Lucky for me, it's summer vacation so I don't have to worry about missing school or anything." Kendall smiled.

"Well I hope you have fun in the Sunshine State." Carlos told him. "I always do."

"I'm sure I'll find something to do, knowing James." Kendall rolled his eyes a little, but smiled. "And I think it's my turn again." he added after a moment's pause. "Ooh, I like pink smoothies." he smiled happily.

Carlos chuckled. "Very manly." he commented and Kendall, very maturely, stuck his tongue out at him. Carlos found himself thinking of some things his tongue could be very useful for and his face felt hot. "I like corndogs." he finally said. Kendall smiled and Carlos took a deep breath, something he wanted to know about Kendall coming to mind and mustering up enough courage to say something about it. "Can I ask you a question?"


"Do you…" Carlos coughed awkwardly. "Are you single?" he asked.

Kendall's mouth formed an 'O' and he paused to lick his lips. "No, I'm single." he said softly. "Are you?"

"Yup." Carlos replied with a nod.

Kendall couldn't fight the smile on his face. "So no girlfriend?" he confirmed.

"Or boyfriend." Carlos replied with a shrug and Kendall's smile grew. What were the odds of him meeting a really cute and also gay guy on an airplane? Whatever the odds were, he was very glad they were in his favor.

"Me either." Kendall said. Carlos looked up at him and when they locked eyes, the connection between them was like lightning- it shocked their systems, made their hair stand on ends, and nearly stopped their hearts. They really liked each other, and to think, Kendall Knight once thought that love and first sight was a dead dream.

"It's your turn." he finally said.

Carlos smirked. "I like your eyes." he said, causing Kendall's face to flush once more.

"I- I like your smile." the blonde replied, biting his lip.

"I like how you keep blushing." Carlos said, poking his cheek.

Kendall, once again, rolled his eyes. "I like… how cute you are." he said to him.

This time, Carlos was the one blushing. "You think I'm cute?" he asked softly.

"Why else would I be blushing so much?" Kendall muttered, looking down at his lap. "Damn, I never blush this much."

"Huh." Carlos bit the inside of his cheek. "I must be pretty dang special then."

"I think you are." Kendall blurted out. Carlos blinked, obviously stunned by his words, and opened his mouth to say something- anything to get rid of the awkwardness- but no words were coming out of his mouth. All he really wanted to do was grab Kendall and kiss him. A lot. "It's your turn." Kendall said, running his fingers through his hair.

Carlos licked his lips. "I kind of want to kiss you." he whispered. There was a prolonging silence and he mumbled, "Your turn."

Kendall swallowed. "I… I kind of want you to kiss me too." he whispered in return.

The pair of them locked eyes once again, slowly leaning in towards each other. When their lips made contact, it was like that lightning feeling once again. They both fit together perfectly, like two pieces to a puzzle. Tilting his head to the side, Kendall slid his tongue along Carlos' bottom lip, his heart pounding so hard he was sure he was going to have a heart attack. He never kissed anybody like this before, especially a guy. In fact, his first kiss with a guy was with James because his friend was helping him come to terms with his sexuality. But while that kiss didn't have any romantic flare behind it, Kendall knew that this one did and he never wanted it to end.

Passengers, we are arriving at our destination- Los Angeles, California. Please turn off all electronics and prepare for landing.

Carlos and Kendall broke their kiss, both of them breathless, hearts pounding, stomachs fluttering with butterflies. They shyly smiled at each other, and Carlos teasingly said, "So, your name's Kendall right?"

For the first time in his life, Kendall wished an airplane flight wouldn't end. He cherished his time with Carlos, from the moment he sat down next to him, to their kiss, to the moment they stepped off the plane, hand in hand. When Kendall spotted James waiting for him by baggage claim, he couldn't deny that he was disappointed that his time with Carlos really had come to an end. But Carlos gave him a kiss on the cheek and reassured him that they would keep in contact. When they exchanged cell phone numbers, Kendall left him with the biggest smile on his face.

"Hey James!" he greeted his old friend with a hug.

"Who was that guy?" James asked with a knowing smile.

"Who him? Oh- oh, it's um- we met on the plane." Kendall sputtered, James' bluntness taking him by surprise.

"You have a boyfriend!" James squealed, immediately grabbing Kendall's bags and then his hand, dragging him out of the airport demanding him to "Tell him everything and if you leave anything out, you die" even though Kendall insisted that Carlos wasn't his boyfriend.


But the entire month Kendall spent in Los Angeles, he was pleased to find that Carlos not only lived near James' apartment, but was very thrilled to want to spend time with the two of them. He was also pleased that James willingly gave them a lot of alone time.
When Kendall's month was up and it was time to go back to Minnesota, he was almost positive he was never going to see Carlos again.

"And he's the coolest, cutest guy in the whole world. Why does he have to live so far away?" he complained as he and James walked through the airport terminal.

"I'm sure you'll see him again." James said soothingly.

"Doubt it." Kendall muttered, glumly.

James opened his mouth to say something, but stopped when he spotted Carlos standing by the ticket check. His lips curled into a smile. "I bet you a hundred dollars that you'll see him sooner then you think." he said.

Kendall raised his eyebrows at him. "Deal." he said simply.

"Hey, Kendall!"

His green eyes went wide and he spun around so quickly, he actually hit James with his bag as the brunette was saying, "Pay up."

Carlos' bright smile seemed to light up the whole terminal as he jogged over to Kendall, dropped his bag to give him a hug. "What's up man?"

"What- what are you doing here?" Kendall asked, smiling. "And with a bags and a ticket?"

"It's my grandpa's birthday, so me, my mom, and my papi are flying down to Minnesota to visit." Carlos replied, smiling just as wide as him.

"You're going to Minnesota?" Kendall exclaimed, wanting to jump with joy and then leap into Carlos' arms.

"Now you can finally teach me how to ice skate, like you promised." Carlos said with a coy smile. Kendall just chuckled and pulled him into another tight hug.

"Young love." James sighed and they both turned to look at him, an amused smirk on the brunette's face. "Have fun, you two. And Kendall, call me tonight." he added before turning to leave the airport, knowing that Kendall was in good hands.

Kendall smiled happily and took Carlos by the hand. "So, how long are you staying?"

Ever since that day when Carlos surprised Kendall at the airport, the two of them had made it necessary to fly out together whenever they could. For two years straight, almost every summer and school break he had, Kendall flew out to LA and "coincidentally" Carlos would be flying home from visiting his grandparents. Or when Kendall was flying home to Minnesota, Carlos would taking a flight down there too. It seemed like an easy enough idea, but soon enough, James couldn't keep paying to fly Kendall out as often and his mom couldn't afford to either. He and Carlos tried to save up all their money to get Kendall to LA one more time but it wasn't working out in their favor.

So their only chance at the moment was for Carlos to keep flying out to Minnesota. However, unfortunately for them Carlos couldn't fly out as often as he wanted. What started off as seeing each other on a monthly basis, it became them seeing each other every couple of months. The first year after their not so constant visits was the hardest but they were determined to make it work with frequent phone calls and Skype dates.

Sadly, the two of them knew that they couldn't talk on Skype forever.

"What's the matter?" Carlos asked as he watched Kendall lay on his bed, a dejected look on his face.

"Nothing." Kendall mumbled, turning his head to bury it in his pillow.

"C'mon, babe, talk to me." Carlos pleaded, hating that he was so upset about something. Kendall heaved a heavy breath, turning his head to the side so he was resting on top of his pillow, not looking at Carlos. "Kendy?" Carlos said softly.

"I just miss you." Kendall mumbled.

Carlos felt his heart hurting. "I miss you too." he replied. "But, it's only a matter of time before I can fly down again!" he added, trying to sound hopeful and optimistic.

Kendall scoffed and his hopes were immediately shot down. "Carlos I haven't seen you in person in a year. And we've been going at this "not seeing each other" bit for two years straight."

"And we've been together for four years." Carlos added. "We can make it work."

"I know we can, I just…" Kendall sighed and finally turned his head so he was looking at Carlos. "This sucks." he said. "I want to see you again. Soon. Or now. This long distance shit sucks."

Carlos bit down on his lip. There's no way he could deny that it really did suck not being able to see Kendall as often as he used to. And he missed him just as much. He missed holding him, kissing him, and just being with him in general. And Kendall was right; the past two years they spent apart had been hard. He felt so distant with Kendall and it had nothing to do with the fact that he was in LA and Kendall was in Minnesota. "We just got to stay strong. Soon we'll be together…we'll pick-"

"Please don't quote my best friend's corny love song." Kendall said to him.

"It's relevant." Carlos chuckled, rubbing the back of his neck. Kendall managed a small smile but it wasn't much, and Carlos' smile faded all together. "You know I love you right?" he asked softly.

"I know." Kendall replied. "I love you too." he sighed again. "I've got to go to bed, I need to be at the airport tomorrow morning to get James."

"Okay." Carlos replied. "Night."


Carlos shut his laptop and sighed softly to himself, laying back in his bed. He had to do something about this- being apart from Kendall was going to kill him, and it was taking a toll on Kendall too. He just loved him so much, he wanted to be with him forever…
And then, it hit him like a freight train and he shot up in his bed, scrambling for his cell phone. "Hey, James?" he said, breathlessly, growing excited. "I have a HUGE favor to ask…"

Kendall hadn't been to an airport since he last saw Carlos and truth be told, it was just making him miss the Latino even more. Everything about the terminal made me think of Carlos and it hurt. He didn't sleep much after he and Carlos had gotten off of Skype; he kept thinking of him, the times they spent together. Would they have more times like that in the future? Carlos was right- they could make it work after being together for four years, but it was just getting harder and harder when they barely saw each other. He sighed. Good thing James was coming down; he needed some ice time and a good talk with his best friend.

His phone vibrated in his pocket and he pulled it out to see a text from James, telling him to go to baggage claim. Kendall replied with an "okay" and then walked through the crowd of people in the airport terminal towards baggage claim. When he got closer to it, he was stunned beyond belief to see, not only James standing there waiting for him, but Carlos standing next to him.

His eyes went wide and his jaw literally dropped. "Carlos?" he gasped, hoping his eyes weren't betraying him. When he saw Carlos' infamous smile, he knew it was true and he started running over to, throwing himself in Carlos' arms immediately. "Oh gosh, oh my- are you really here?" Kendall choked out, feeling near tears.

"Yes." Carlos chuckled lightly. "I'm really here.

"But how?" Kendall asked, pulling away from him and looking over at James, who just shrugged and smiled.

"James booked a second ticket for his flight and I flew down here." he replied. "Look, I know we haven't been face to face like this in a really, really long time, and- and I'm about to lay something really heavy on you. I had to ask you this and I needed to see you in person to do it." Carlos said quickly.

"What? What is it?" Kendall asked, feeling a little worried. Carlos took a deep breath and lowered himself to the floor, getting down on one knee. Kendall could feel the air actually leave his lungs and he could swear he was getting a little lightheaded. "C-Carlos…" he whispered, his voice shaky.

"Kendall Donald Knight, will you marry me?" he asked, taking Kendall's shaking hand in his own.

Kendall opened his mouth, gasping a little. "W-what? Are you-"

"Yes, I'm sure." Carlos replied. "In the four years that I've been with you, it's been the best four years of my life."

"B-but, Carlos…" Kendall couldn't believe that this was happening right now. Carlos wanted to marry him? Was this a joke?

"Kendall, I love you." Carlos said sincerely. "We met at 50,000 feet in the air… and I promise if you marry me, neither one of us will come down."

Kendall finally started to breath the right way and when he found that his lungs and vocal cords were working properly, he said, "Yes!"

Carlos' eyes widened and he smiled brightly. "Yes?" he confirmed.

"Carlos, when I'm with you, I always feel like I'm 50,000 feet up in the air." he said, pulling Carlos up to his feet and into his arms. "Of course, I'll marry you!" Carlos' smile couldn't have been bigger and he immediately pressed his lips against Kendall's in a kiss so sweet and romantic, it was like their first one all over again.