New Horizons to Pursue

by Serena Thorn

When the Bombshell musical goes on tour and their driver takes a wrong turn, Bombshell's lead performers get a little fairy tale help in admitting their less than newfound feelings for one another. Karen/Michael, Derek/Ruby

Title: New Horizons to Pursue
Summary: When the Bombshell musical goes on tour and their driver takes a wrong turn, Bombshell's lead performers get a little fairy tale help in admitting their less than newfound feelings for one another.
Rating: PG-13
Characters: Karen Cartwright, Michael Swift, Derek Wills, Ruby Lucas, Emma Swan, Leroy, and a few fairy tale-related OCs. Also mentions most everyone else of both shows.
Pairings: Karen/Michael, Derek/Ruby. Mentions canon past pairings.
Spoilers: 1x15 of Smash, none for OUAT
Word Count: 14,837
Disclaimer: All recognizable aspects belong to their respective owners, I'm just borrowing them for non-profit entertainment.
A/N: A pair of amazing RP'ers turned me on to Michael/Karen, and I've been shipping it ever since. While I fully acknowledge it likely never would have happened in canon, I can't help but enjoy the fanon more. Here's hoping you enjoy this bit of it too.
A/N #2: Disney and assorted fairy tale references ahoy! I do not own any of those either. The two OCs are my take on The Pied Piper and Sebastian.

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"Oh god, you have got to be kidding me! Tell me you are joking. Tell me we are not stuck in the middle of this small town hell," Derek went on when the SUV transporting him and Bombshell's leading actors to the Toronto stop of the tour had broken down for the second time. And this time the driver had just told them he couldn't get it started again. Of course he blamed a full list of people for this, the investors who hadn't invested enough to afford them the ability to fly to Toronto from New York, namely. Then, within moments, despite not knowing much about cars, Derek was out of the car and attempting to get a look under the hood himself. Something had to be done to get this fixed. And fast.

"I'm sorry, Mr. Wills, it just -" the man tried. But it was hopeless. Derek had already been angry about the late start, and this was not helping in the slightest. It didn't matter that the show wasn't technically for another two nights, they all - Derek in particular - needed to be sure the staging and lights and all the rest of it was just so. The Broadway run had gone well. Now the tour needed to, at the very least, match that. As the director, he of course insisted that this tour surpass the praise it received on Broadway, but he knew to take what he could as he could. Only now, he was livid.

From their seats in the back of the SUV, neither having wished to be seated so close to the apparent ticking time bomb that was Derek Wills, Michael Swift and Karen Cartwright could only look to each other with a shared sigh. What was that about how a bad rehearsal meant for a great show? Did it still count if they wouldn't make it to their venue at all? Karen wondered. She highly doubted it.

"At least we're not stranded on the highway or in the absolute middle of nowhere," Michael offered. Whether he was trying to comfort Karen or himself, he couldn't say. But there wasn't much else he could do given their circumstances. Even calling for help from their cell phones had proven to be useless. It was almost as if the town they had driven into had no service whatsoever. Either it was The Twilight Zone, or it was their phones. They decided either could be possible at this point.

"But we are stranded with a very angry Derek. I'm not sure that's any safer," Karen replied. "And we still don't entirely know where we are. Or when we'll be able to get the car fixed and leave."

She had a point, but since there wasn't anything they themselves could do about it, Michael decided to take the more easy going approach. "Well then how about we get out and figure out where we are? Doesn't seem like such a bad town to break down in and I'm pretty sure I saw a diner not far from here. Maybe they'll have a phone we can use to get the car to a mechanic."

Karen was a little nervous about it, given even she knew you couldn't judge a town by their storefronts. But if her options were to stay there with Derek (who still seemed to think yelling would fix the car) or go with Michael and maybe get some help for this situation they were in, she would definitely choose to go with Michael.

"Now where are you two going?" Derek demanded when he saw Michael and Karen climbing out of the SUV.

"We didn't think you'd mind if we went to find a phone here that might work to get this car towed and hopefully fixed," Michael told him. "Unless you really need all of us to stay out here with you."

"Fine, go," Derek groaned with a dismissive wave of his hand. Just because their cell phones weren't working didn't mean that a landline in a place like a diner wouldn't. And as much as he hated to admit it, it was clear a tow truck would be needed. He could only hope that once it appeared the car could be fixed in a matter of hours at the most.

Instead, the wait would prove to be longer than any of them had hoped. Once telling the waitress at the diner's counter, who had seemed impressed to see even just two new people in town, about their car a tow truck had been called. But to Derek's further irritation, he had been told by the mechanic it would be at least morning before they could be back on the road. It would be first thing in the morning, perhaps, but morning nonetheless. That meant having the man return the call at the diner to have someone pass that message on to Bombshell's lead performers.

Seated at the counter, Emma Swan had been surprised to see a pair of new faces walk into the diner. But they both seemed friendly enough thus far and not nearly as mysterious as August had when he first showed up. Though given the man's leather jacket, part of her did almost wonder if he hadn't rode into town on a motorcycle himself. Except when she overheard the man and his younger, dark haired companion telling Ruby about their car having broken down, she only shook her head. Clearly it was an epidemic. Only the difference seemed to be that this had happened on their way into town rather than out of it. That only made Emma more curious; curious enough to go and talk to them in fact.

"Did I hear you say you were on your way to Toronto?" Emma asked as Michael and Karen were finally taking their seats in a booth.

"Yeah, we were," Michael told her. "And hopefully we will be again in a few hours."

"It's funny, most people here try to leave to go to Boston."

"We were already there a few days ago," Karen told her.

"You were? Can I ask why?" Really, she hoped she had found a pair of normal people from the real world, rather than another pair of people she would later hear Henry tell her were supposedly fairy tale characters from his book. She didn't have many contacts to the world outside of Storybrooke anymore and, really, she was finding she was beginning to miss them.

It was then Michael noticed the sheriff's badge at Emma's hip. "Welcoming committee?" he asked as he pointed to it. "I'm sorry; I don't think we caught your name."

Emma glanced, and then almost chuckled. "Something like that. And, no, I guess you didn't. I'm Sheriff Emma Swan. But I guess while I'm here, I can take a minute to welcome you to Storybrooke. You didn't answer my question though. What was in Boston? I'm kind of from there, that's why I'm asking."

"It was another stop on our tour," Karen answered.

"You're singers?" she asked, a little impressed.

"We're in a musical," Karen told her with a nod. She then pointed to herself, saying, "Marilyn Monroe." Then she pointed to Michael and added, "And Joe DiMaggio. As for the one you'll likely find outside swearing at the car, that's our director."

Almost instantly Emma was relieved. Not only were these people new to town as opposed to returning to it as August had been, but Marilyn and Joe definitely weren't fairy tale characters. For the first time in a while, Emma felt confident that maybe this place wasn't completely insane after all. Henry's stories had definitely begun to get to her, that was all she could think.

Emma smiled. "In that case, I'll let you get on with your meal and your day."

Almost before Michael or Karen could say "thanks" Emma was heading out of the diner. But she didn't seem headed in the direction of Derek and the car, which left them even more confused. It certainly wasn't every day either of them got personal visits from sheriffs, even small town sheriffs, so to see her also dart off that quickly made it that much stranger.

"I guess that went well," Michael stated. "I half expected her to card us, maybe make sure we're really just passing through."

"No kidding. Did you notice she didn't even ask us our real names before she took off?" Karen asked him.

"Yeah, she seemed a lot more interested in Boston. Maybe she's homesick," he shrugged.

"I wouldn't blame her. I've been trying to get to Boston for years," an unfamiliar female voice stated. "Anyway, I'm Ruby. I'll be your waitress. What can I getcha?"

Having spent more than enough time in diners lately, Michael and Karen both felt they had the standard menu items memorized, so they just named off the first thing that came to mind. After a while it all tasted the same anyway.

"In case you didn't already know," Ruby had told them when she set down their orders just a few minutes later, having somewhat accidentally overheard a bit of their conversation as well as having been the one to give them Derek's massage, "we've got a bed and breakfast within walking distance from here. If you two need a room tonight..."

"Oh, we're not -" Karen tried.

"We'll keep that in mind, thanks," Michael smiled to the black and red haired waitress. Returning the smile, Ruby then headed back to the counter to rejoin the few customers there.

"Why did you say that?" Karen asked him, a little terrified of that implication. Not that Michael frightened her, but the idea of sharing a room with him sort of did. Had there not already been enough rumors about her and Derek and him and Julia? Would he really want Derek to come up with his own thoughts about them here?

"What? You don't like being my Mrs. Smith?" he smirked, happy to riff on one of their Bombshell songs. It was something to amuse them, at least.

"We are not booking the nearest bridal suite," Karen replied, continuing the song reference. So she was the Marilyn to his Joe while they were on stage. That was more than fine. She enjoyed it, even. But that? She had already been having a hard enough time lately trying to ignore that he was a rather attractive man. And now he was a quite single one as well. Or he would be once his divorce was even more official. But with his very soon-to-be-ex-wife in Seattle with her parents and their son, there was clearly little to no chance for reconciliation between the two. Karen had guessed that was another reason they had become such good friends, that unspoken understanding of their respective relationships' ends. Of course neither knew the details of the other's relationships nor the reason for their ends, but they each supposed the show had a lot to do with it.

"Guess that means I'm rooming with Derek then," Michael chuckled, not even pretending to look forward to it. Really he hadn't been serious in getting a room with Karen. She was a gorgeous young woman, and sweet as well, he wouldn't deny that. But he wasn't about to willingly risk either the friendship they had forged or to end up right back in the situation he had found himself in with Julia. It was still hard enough to have to see Julia, especially when he had finally recognized that what had been between them was really and truly over and for the past month he had been focusing on moving on. But then Karen had proven to be the comfort he had needed, even if just by offering her friendship.

"Or maybe we'll get lucky and the bed and breakfast will have enough rooms for us to each get our own. I kinda doubt Derek would put it all on his tab anyway."

Again, Karen had a point. And a few minutes later, when they had each finished their lunch, he glanced to the clock on the far wall of the diner and then back to her. "I hate to ask this, but do you think you'd be alright for a little while if I went to check in with Derek? Maybe see if he really does expect us to get our own rooms while I'm at it?"

"You trust being mostly alone with Derek right now at a place like a garage?" Normally Karen trusted Derek, at least enough to not actually kill anyone. But today? With them running this late to get to their destination, without any of their phones working, and losing more money by the minute? She really wasn't entirely sure. Though she guessed where Michael was coming from with this. Derek had a bit of a fanboy crush on Michael, or at least seemed to, so with that Michael might be the safest one of all of them right now.

"I'm mostly sure I'll be okay. How about we think of a place to meet up when I finish finding out how close he is to a coronary?"

Karen couldn't help the soft chuckle that escaped her. But she nodded. "The bed and breakfast?"

Michael shook his head. "It looks like we have a good couple of hours before we need to worry about getting rooms. How about a record store? We may as well take advantage of this little excursion. Never know what they may have here worth checking out."

The man's life did seem to revolve around music... "Alright," Karen agreed. "Say, in about a half hour from now?"

"If I'm not there in 45, maybe put a call in to the sheriff," he winked with a smirk. He definitely trusted Derek more than Karen did, though he wouldn't be surprised if he got yelled at again just for being there and reminding him of the situation they were in. And true he could have called the garage back, but he hoped the walk would help him clear his head a bit. Particularly after his Mr. and Mrs. Smith joke which hadn't gone over as well as he had hoped with Karen. Truthfully he wasn't sure how he had expected her to react to it, but that look of surprise and slight fear hadn't been it.

At least he could be a little comforted in her agreeing to meet him after he saw Derek. And that this would hardly be their first time hanging out one on one since she had officially gotten the role of Marilyn. There had been several days of rehearsing just between them, mostly for Karen to get more acclimated given she had gone from a member of the ensemble to Ivy's understudy to Marilyn inside of a day.

And then there had even been a few coffee runs they had shared, not to mention the few times they had bumped into each other in diners much like this one. It was almost funny how that had been the beginning, given he hadn't paid her much attention when she was a member of the ensemble; but despite that their friendship had begun. Really, he was just glad that there at least seemed to be one person who didn't only look at him and seem to think of his fallout with Julia or how many times he had been fired for it. Not even Derek could seem to forget the latter.

For Karen's part, she had really come to enjoy spending what time she could with him as well, she was sure that much had become obvious. Maybe a little too obvious. But he had been really kind and patient with her from day one, certainly more so than the others had been, and that had meant more to her than it probably should have. Of course she knew what she had heard through the ensemble's grapevine about him and Julia, but she had forced it as far back in her mind as possible. To her mind they were just rumors and it wasn't as though she wanted anyone to look at her and only think of how things had ended between her and Dev the day of Bombshell's premiere. And now that it had been a few months since then, it had been nice to have this friendship to focus on instead. She guessed that was true for both of them.

"So I guess your boyfriend decided to take me up on the suggestion of getting the room at the inn after all?" Ruby asked as she cleared their plates a minute after Michael had left. If so, she hoped Granny was already over there.

There it was again; that insinuation that she was really with Michael. And this time he wasn't there to interrupt her, so Karen replied, "What makes you think we're together? I mean, I know we came in and ate together, but what makes you think he's my boyfriend?" The whole idea of even potentially being seen as Michael Swift's girlfriend was beyond foreign to her, even more so than being considered Rebecca Duvall's friend had been. However, Rebecca and she had at least been in the papers together so that seemed a little more plausible for people to imagine. This? Being with Michael? Like that? Not so much. Not that she wouldn't have considered it if certain things were different, but that just seemed to lead to even more problems in her mind.

"I was bussing the table behind you and overheard you two talking about being, I thought, Mr. and Mrs. Smith. But his credit card said 'Swift' so I figured I'd just heard wrong and that you two were on your honeymoon, or were planning it and were just still getting used to it."

Karen's eyes went a little wide. "No, not even close." She doubted either of them would be considering such a thing with anyone at that point. There was no way they were both completely over their respective heartbreaks. Even if dating had begun to enter their minds again, marriage and honeymoons likely hadn't. They certainly hadn't for her anyway.

"Then can I ask why the Mr. and Mrs. talk? Or is just a joke between you two?"

"You heard right, about Mr. and Mrs. Smith, not Mr. and Mrs. Swift. We're in a musical that's on tour, that's why we're passing through, trying to get to Toronto. And that's why you got that phone call from our director. Anyway, at one point our characters are married and are fantasizing about moving to Main Street, USA and changing their names to Mr. & Mrs. Smith."

"That sounds cool," Ruby told her, though she wasn't usually one for romances. "Does the whole small town life work out for them?" She couldn't imagine it really working out for anyone, even if small town life was all she could remember knowing. It didn't matter how long she had lived in Storybrooke, still all she had dreamt of was an escape.

Karen shook her head. "They don't really make it there, him being more willing to give up his career than she is, and they eventually get divorced. Actually, that's one of my favorite numbers of the show, when Michael's character decides he'll leave my character. There's just something about the way Michael sings it, all of the emotion he puts into it. I remember being in awe when he first performed it for the potential investors. He's amazing."

"Amazing? And you wonder why I thought you were at least dating him," Ruby smirked.

Karen gave a soft scoff. Okay, maybe she had said a little too much there. "He's a great singer and a really good actor and, so far, he's been a really good friend too." She decided it was better not to go into the list of other reasons she shouldn't even be thinking about him in any way beyond that, or why she was convinced Michael would never see her as more than a friend. She couldn't really blame him for it either. And maybe it was for the best. It wasn't as though she had very many friends in the show, she was happy to keep the few she had; even if it meant having to deny what she had in truth begun to feel for Michael.

"Call it waitress perception, but you don't look at him like he's just a friend. Just sayin'," Ruby told her, putting her hands up in surrender at the last part. And it was true, with the few usual customers in the diner she had been able to watch these newbies for a little while. And given they had been so focused on each other it was no wonder they hadn't caught her stare. It almost reminded her of the way David Nolan and Mary Margaret would stare at each other.

It took all Karen had not to sink in her seat. She knew well about waitress perception herself. She just hoped no one else had picked up on it, whether it be Derek or Michael or any of the others. She almost felt sick at the idea of Julia seeing it and knowing. True Julia hadn't been around much lately, especially not when Michael was there, but that didn't keep her from worrying for that moment. Julia was one of the ones who had fought the hardest to keep her in the show, at least in the beginning. Karen knew there would be no good to come of Julia finding out she had an interest in the very man Julia had likely been involved with herself, whether briefly or not.

"But I wouldn't worry about it," Ruby added, shaking Karen from her reverie, "he's a guy, they're not exactly the most perceptive themselves. Especially if he doesn't realize how he's been looking at you either."

That got Karen's attention. Could her paranoia have kept her from focusing on Michael's own subtleties? Maybe his own stares when she was distracted? She doubted it. What would Michael want with a girl like her? Ivy she could understand, wasn't she every guy's type? With a twinge of bitterness, she thought how Derek and Dev both would likely agree. Or even if the rumors were true about Julia, that still wouldn't mean anything where she was concerned. With that Karen could only shake her head. This was absolutely the last thing she needed to even be considering. Michael was her co-worker and friend, nothing more, and that was what she needed to focus on. No less than five relationships had already fallen apart because of this show, her own with Dev included, wasn't that enough?

"I think right now we're both just focused on our show, even if we joke about being Mr. and Mrs. Smith. And I know we're also thinking about how we have to get our car fixed and get back on the road as soon as we can without our director having a stroke over it," Karen finally replied, desperate for a change of subject.

"Is that where he went then, to check in with your director? Because he could have just called, the phone's right over there and working," Ruby went on.

"I guess he needed the walk," Karen shrugged. Come to think of it, she could use one herself.

"You know, if your director needs to relax, you can feel free to tell him we've got a full service bar here if he's interested in tea or scotch or anything in between." Ruby couldn't claim to be an expert at claiming angry European males, but she did have more experience at it than some (namely Granny) would suspect. She was pretty sure she could handle the angry British director she had already heard on the phone earlier.

"If I see him before you do, I'll be sure to pass that message along. But, first, can you tell me where the nearest record store is?"

Ruby had to think for a moment, not too many people asked about it. In fact she had rarely seen more than a few people there at a time; namely the stocky owner and his two employees. "Um, when you leave here, take a left and it'll be about two blocks down. You can't really miss it, it's our only one."

"Good! I was wondering when either of you would remember you were missing something," Derek stated when he saw Michael walk into the garage's waiting area.

Michael was confused for a moment, until he saw what Derek had his feet propped on top of. And then he felt like an idiot. How had Karen and he both managed to forget about their luggage? "Thanks for keeping an eye on those for us, I guess. But that's not originally what I was here for."

"Then what? It doesn't seem as though sitting here will quicken this process. Unless of course you miraculously got our rental dealership on the phone and managed to have them tell you that they're sending us a new car."

"No, but now I'm curious as to why you're still here if sitting around won't help us leave sooner," he answered.

"Because this seems to be the only phone I can find that works. So far I've called Eileen who says that everyone else has made it to Toronto and that as long as we're there by tomorrow night no one will know the difference. Also, I did call the rental office and I am waiting to hear back from them as to what can be done about this. Namely if there will be a replacement sent if these mechanics can't fix the car in time and if I will be reimbursed for any or all of this, and when I can expect that if so." Taking a breath, Derek glanced to the door of the waiting area and realized someone was missing from this picture. If she wasn't at Michael's side nor near the door... "Where did you leave Karen?"

"She's waiting at the diner, we're supposed to meet back up when I get done here to explore the town a bit. I figure anything we can do to get our minds off of where we're supposed to be should help."

"My only hope of that would be finding a decent bar," Derek muttered.

"The diner doubles as one apparently. At least from all the taps I saw up at the counter. And speaking of, it turns out there's also a bed and breakfast not far from the diner."

"I suppose beggars can't be choosers." There was part of Derek which had rarely minded the hotel life, but a small town bed and breakfast was hardly the four star hotels which he had become accustomed to staying in while on the road. Even the one in Boston had been quite nice. But he supposed this would have to do for the time being. "Are you sure there's room to accommodate all of us at that bed and breakfast?"

"The waitress didn't imply there wasn't."

It wouldn't be Derek's first choice, but he replied, "In that case I suppose I will see you both there tonight unless we run into each other before then. Just be sure you're ready go leave here the second I come to tell you both the car's ready."

"I don't think you need to worry about any of us wanting to stay any longer than we have to. This doesn't seem like a bad place, but it's clearly not where we're supposed to be right now. Real quick though, do you think they'd mind if I used the phone for the minute?"

"They haven't seemed to mind my doing it today. It's over there," Derek told him, waving his hand towards the desk across the room.

Michael was surprised, though a little relieved, to find that the diner was actually listed on the phone's speed dial. Maybe they delivered. Anyway, he was even more relieved a moment later when the waitress on the other end told him that Karen was still there. He hadn't anticipated heading over to the inn so soon, but he also didn't feel like dragging their luggage all over town while they did that bit of exploring they had hoped to do.

"I take it she was pleased?" Derek asked when Michael hung up.

"As much as any of us can be right now, I guess. But I'll leave you to get back to your day of waiting."

"Thank you, Michael," Derek sardonically grinned.

"We'll see you later," Michael told him as he headed out.

Derek nodded in agreement and then watched as Michael turned and left, getting the feeling there was something else Michael had come to either ask him about or tell him, but he was too irritated and tired to care enough to ask him what it was. Instead he just returned to waiting for which ever call would come next, be it from Eileen or that rental office.

"Is he always like that?" Ruby asked when Karen took a seat up at the counter to wait for Michael's return.

"Like what?" Karen was at a loss as she had only heard Ruby's side of the conversation.

"Making sure you get what you need?" Ruby smirked. "Not able to leave you alone for five minutes?"

Karen shook her head. "No." And she had the lack of texts from him to prove it, which she was currently surprisingly okay with. Not that he wouldn't somewhat often text her, but it was hardly every five minutes, or even every five hours some days.

"Well, anyway, I'm pretty sure my granny's over at the B&B now if you and Michael are heading over there when he gets back. And yes, we always have vacancies."

"Even for three or four rooms?" No way was she rooming with any of the guys, and she doubted Derek and Michael would want to room together or with their driver who got them into this mess in the first place.

Ruby nodded. "I can't guarantee the view of your choice for all of them, but we had four available this morning."

"Somehow I don't think we'll mind too much about the view."

That time Ruby bit back the reply that came to her, but she still couldn't quite help her smirk. She could take a hint, and it didn't seem Karen wanted to admit her obvious interest; or what her favorite view of the moment seemed to be. But it turned out she didn't seem to need to say a thing because in a moment the door to the diner opened again and there her friend was.

"You said something about a bed and breakfast being nearby?" Michael asked when he saw Ruby looking right at him.

"Right behind the diner," she smiled, glancing to the rolling luggage cases now at either side of him. Funny how they almost seemed to match, she decided.

Within the next several moments Michael and Karen had finally made it to the bed and breakfast and had gotten their rooms, even if for now those rooms were just a place to leave their luggage. Neither were entirely looking forward to spending the night in this small town but they were still relieved there was in fact room for them all. In fact the old woman at the dust covered desk had seemed quite happy to hear they not only needed rooms but that a third and likely fourth would be joining them some time before the night was through. It was then they realized tourists may have been few and far between there.

"How about we go see if we'll get such a warm welcome over at that record store finally?" Michael asked when Karen reappeared at the bottom of the stairs.

"Sounds good to me," she told him. Really it was nice to be out of the car, and she wasn't that interested in staying cooped up at the bed and breakfast either, even if she had seen a TV in the main room, so the record store sounded almost ideal. Or maybe it was the part about heading over there with Michael that sounded ideal... She really didn't want to think about that possibility.

"All the records in this store and you can't think of another song to sing?" the dark-haired, heavy set man asked his co-worker. Just how many times would he be subjected to sea shanties? So the guy was Jamaican, that was still no excuse for him to purposely do this to him daily, or at least Monday through Saturday when the store was open. Why couldn't Christian ever pick a nice jazz tune? Or something with a flute? Barry quite liked flutes… he had just never quite been able to put his finger on why.

"You would think you would enjoy someone trying to bring the beach to you," Christian replied.

"Every day? I'd settle for a daily crab leg feast instead." They were in Maine after all. It didn't get much fresher than that.

Christian only cringed. For whatever reason, he had never been able to handle even the thought of eating crustaceans; especially not crab.

"Oh, man, look alive," Barry said quickly when he caught sight of the door opening and a pair of non-regulars, and therefore potential actual customers walked in. In fact, he couldn't remember ever seeing either of them before.

"So are we looking for anything specific here, or is this just what you do with your time off?" Karen asked Michael as he held the door for her.

"A bit of both, I guess." Taking a deep breath, he added, "I love this place already. It's dark and dingy, practically empty, all a record store should be."

"Welcome to Storybrooke Records! Is there anything we can help you find today?" Barry asked as he saw the pair head inside.

"Your rarities?" Michael asked.

"Impressive!" Barry replied. Most people showed up wanting children's songs. "Towards the back wall," he nodded.

"How about showtunes?" Karen asked. Since they were there, she couldn't help but be curious to see if they might have a certain something in stock.

"Aisle four," Christian told her. They weren't sure why they even had them, but there they were all the same.

"Now you know where the other music in this store is," Barry muttered.

For almost the next hour Michael and Karen mostly lost themselves in the stacks, amazed by some of the records they were finding. There weren't too many that couldn't be found in other record stores that prized themselves on being better than their corporate competition, but for a small town their selection proved impressive.

Karen did have to admit she was a little disappointed that they didn't have the one thing she had hoped to find. Over the past few months she had, perhaps not entirely unintentionally, found a few of Michael's past works and had enjoyed adding them to her collection. She had found the first few online and just like that first day of hearing him in action with Ivy, she had been amazed. Was it the power of his voice or that Kentucky twang of his that appeared every now and then that she seemed to be responding to the most? She couldn't say. But whatever it was it had proven to be just addictive enough as she had soon found herself in a few of the CD stores in Manhattan in search of the previous shows he had been part of which had released actual recordings. And here was no different. Only now she wouldn't have that momentary thrill of seeing an album which he had contributed to while looking right at him.

From there, though neither had seemed to find what they had been looking for, they decided to head over to the town square which their rooms at the inn overlooked. It was hardly Central Park or even Boston Common, but it did seem to be the kind of place where most in the town might come to pass the time and relax for a while. And relaxing it certainly seemed to be.

"Do you think this is what Joe and Marilyn might have had in mind when they thought about moving to Main Street?" Michael asked as he and Karen walked along one of the paths. His hands in the pockets of his jeans, his eyes straight ahead, he focused on the manicured lawns and storefronts that all looked as though they had come out of a greeting card or a 1950s TV show. Everything from the record store earlier to the clock tower in the middle of the town to even the clock and watch shop he could see an older, heavy-set man staring at his pocket watch outside of.

Whether Michael was referencing the real Joe and Marilyn or wondering about their own portrayals of them, Karen thought about it. "Yeah, I could see it. This place does kind of have a sort of time warp feel about it, like it's the ideal Main Street, USA."

"I guess then if nothing else, thanks to this place, we've got a new frame of reference when we sing about Main Street, USA."

"So we should thank the driver for taking that wrong turn if our performances of 'Mr. and Mrs. Smith' improve from here?" Karen quipped.

Michael laughed. "Maybe. Though you know Derek would take the credit, insisting having that driver was his idea even if we know the real reason was because of the lack of investors. You might be onto something though, maybe for our next field trip we should go to Lexington; or find another Lexington and 52nd Street if there are any around here."

"I'm not sure your Lexington needs any work. I've never once seen you under-perform that one," she told him. Karen realized she was hardly an expert, but she had seen him perform that number several times now and it still amazed her to no end. If there was one thing Michael hardly appeared to lack it was passion, and that song really seemed to bring it out in him.

Michael smiled at the compliment. That song hadn't gotten all that much easier for him given how personal the rewritten version had been, but it was nice to hear that it was appreciated. He then decided one compliment deserved another, so he replied, "I suppose we don't need to find a vacant stage either since I could say the same about your 'Don't Forget About Me.' I heard later you learned that with minutes to spare and every night you still bring everybody to tears with it. The good kind, that is."

"I try," she told him with a soft shrug and a smile that she hoped didn't reveal entirely how much his compliments meant to her. And Karen didn't want to say that was the best compliment she had ever gotten, surely it couldn't have been. But for her to receive that kind of praise from Michael Swift? She was certainly a little stunned. He had complimented her before, sure, but not quite like that, and not on the song she had found to be the most nerve-racking.

"It's too bad this place doesn't seem to have a bowling alley or a movie theater, or even an internet café. Any of those might help pass the time," Michael said finally as they neared the front of the square once again.

"Well it might not be a movie theater, but I did see a TV back at the bed and breakfast."

"What do you think the odds are that it works?" Granted he wasn't entirely looking forward to sitting around for even a couple of hours, but there didn't seem to be anything else to do out there either. Even the town's library was closed.

"I guess there's only one way to find out," Karen smirked as she took a few steps backwards as if daring him to follow her.

While they were soon relieved to find the TV in the bed and breakfast's common room did in fact work, it seemed they were both in for yet another surprise. Maybe they hadn't been so far off on thinking this was a bit of a theme town after all.

"I knew it was too good to be true," Michael sighed as he took a seat on the sofa which faced the TV while Karen continued to flip through the onscreen guide. Perhaps it was better and less awkward than certain alternatives most motels favored, but this still wasn't what he would have chosen.

"I don't get it. I thought only places run by Disney showed 24/7 Disney movies on every channel."

"Maybe it's their way of keeping the inn family friendly," Michael offered.

That made sense, Karen decided, though she wasn't any happier about it than Michael was. He had tried to make the best of their apparent bad situation earlier so she guessed now it was her turn. Turning back to the guide, she saw a title that made her smile. "It looks like we're in luck. I think I found something."

"What's that?" he asked, looking to her rather than the screen.

She pointed with the remote in her slender hand, "It's kind of perfect, you have to admit," Karen told him with Lady and the Tramp highlighted on the TV's on screen guide.

Following the direction of her pointing, Michael didn't bother to conceal his confusion and asked, "How is that?" He couldn't claim he had ever actually seen that one, at least not that he could recall. Most Disney movie nights of his and Artie's had been spent more with Toy Story and Cars rather than the older classics; though for work purposes The Little Mermaid, Beauty and the Beast and The Lion King had all been somewhat insisted upon. But all he could claim to know about Lady and the Tramp was the famed dinner scene.

Taking the seat beside him finally, Karen answered, "We know who's who for one thing. If we were Disney characters, that is."

Cocking an amused brow, Michael asked, "Are you calling me a tramp? Or is this some grand confession for you? Because, if it's the latter, I don't think I'd mind being considered a lady; so long as I'm treated as such."

With a roll of her dark eyes, she explained, "Young, naive girl who most are all too happy to try to take advantage of meets older, wiser male with a less than spectacular reputation because he knows how to show a girl a good time, yet doesn't plan to take advantage of said young, naive girl. Sound at all familiar, master of the Broadway stage?"

"So I've just gone from tramp to master? I think I like this movie already," he grinned as he settled back against the sofa.

"You're avoiding the question. Does it or does it not sound familiar to you?"

That time Michael's smile was a sincere one. The similarities were certainly there. Thinking a little more about it, the similarity seemed to carry over to another pair as well. "In a way, I guess you could say the same about Joe and Marilyn."

"Exactly," she grinned.

"I guess that helps settle dinner for tonight then," he added as he looked back over to a seemingly discarded thin paper booklet detailing the restaurants of Storybrooke. He guessed it was there for the tourists.

"What? How?" She had figured they would just end up back at the diner. Maybe even get a drink that time while they were there. She was finding she could certainly use one.

He held up the booklet where on the cover an Italian restaurant was being advertised. "They've got a Tony's, and yes, it seems to be Italian. It also seems to be within walking distance."

"I might choose the diner over that. That just might be a little too creepy."

"We could always order something other than the spaghetti. Don't get me wrong, I like diner food as much as the next guy, but I think it might be kinda nice to have something different for once. At least while we're here. We can go back to our bad Chinese or various diners or room service tomorrow night. But here, in this sort of Disney Wonderland, maybe we should do the whole when in Rome thing."

"What about Derek? Would we be inviting him along for this special dinner, or are you intending for it to be just us?"

"Derek made it sound like he already planned to fend for himself tonight. Maybe he wants us to consider it him doing us a favor since he's hardly the best company right now. But I will offer to split the check if you're worried about it seeming too much like a date."

Truth be told, Michael knew he wouldn't have minded if Karen had wanted it to be a date. He had truly enjoyed getting to know her over these past several weeks, and even spending long rehearsal hours with her had (mostly) been enjoyable; and any time they hadn't been enjoyable had been more Derek's fault than hers.

Instead, he had found Karen to be one of the more genuine members of the cast. Not that he would say anything against Ivy or even Rebecca (despite the latter having lived up to her diva title he had still worked with worse.) But working with Ivy and Rebecca just hadn't been the same despite the two of them clearly being the more experienced performers. Still, helping Karen as she needed had occasionally managed to help him forget about the pain the entire situation with Julia and his wife leaving him had caused. No matter how briefly the distractions had lasted for, they had been welcome. Despite that dangerous train of thought however, Michael knew better than to assume with Karen. He also knew better than to risk freaking her out like he had apparently done earlier at the diner. He couldn't help it if his attraction to her was beginning to show, but he would sure try to conceal as much of it as he could given the complications it would certainly cause should he voice it.

The thought of it being a date hadn't even occurred to Karen until he had said the words. And then her mind immediately went back to what the diner waitress had told her. That there was a way Michael looked at her, and that it was similar to how she looked at him. Would Michael have wanted it to be a date? Should she admit to wanting it to be a date herself? Karen's mind was reeling. Why did this have to happen now? If they had made it to Toronto, she could have been at the hotel's bar with Bobby and Jessica, or even in her room watching TV alone. Either way she doubted she would still be facing this exact issue at that exact moment. She wanted to kick herself.

Why did he have to go and be so nice to her? Not that she hadn't been thankful for it, but she was convinced if he had been more like Derek she could have denied her apparent feelings for him that much easier. But he hadn't been like Derek at all. At no point had he pushed her too hard, or embarrassed her in front of everyone (or even alone,) or sexually harassed her. And now here she was, probably looking like a deer in headlights and still unable to answer him.

"Karen?" he asked her, realizing she had completely zoned out. "It's okay if you'd rather go back to the diner, I just thought something different for tonight might be nice. Good food, in theory anyway, maybe some wine, no Derek. It was an idea, at least," he went on with a gentle shrug. He knew no one would argue that he could be a pretty pushy guy, but now was certainly not the time for it. He guessed recognizing that could be viewed as some sort of progress.

"Uh, yeah," she replied. Alright, it wasn't the most dignified reply, but it was sure better than what part of her brain had wanted her to tell him. "You're right, Tony's does sound good for tonight. But if you're really sure about the restaurant, we won't be able to bring back any of the evidence. Not unless you want Derek pouting even more over getting left out."

"Agreed," he told he with a nod.

Deciding to play it, hopefully, safe enough she added, "And maybe we can decide later about the check."

Again, he agreed. But he took her words to mean she either wanted to see the prices before she committed to paying for herself, or that maybe it was a test. He had tried to downplay his own want by offering in the first place. Could this have been Karen's attempt to do the same? He guessed he would find out once they made their way to the restaurant.

Or, perhaps, when they met downstairs after the movie and once they had gotten showered and changed. Michael had opted for dress casual himself, dark jeans and a dark blue v-neck with a black blazer. Meanwhile Karen's just short enough sleeveless (and quite well fitting as he failed to not notice) red dress was leaving him a little speechless. He couldn't be sure why she had brought anything like it, but he guessed she had wanted to be ready in case Derek had wanted her to impress more than their usual set of people.

"Ready?" Karen smiled when she joined him, certainly enjoying how he had stared as she descended the staircase. She knew packing the red scoop neck dress that fell to her mid thigh, which she had once worn to impress Dev's work buddies, would pay off. She just hadn't anticipated it being with Michael. Even so, she wasn't complaining and she hoped his lingering gaze upon her meant he hadn't caught the appreciative gaze she had given his choice of clothing as well.

"I am," he nodded. "How about you?"

"Yep," she smiled. And here it was, the moment of truth as they stepped out of the inn together. Was it a date? Technically the word hadn't been said, but she clearly hadn't been the only one to wonder. Why else would Michael have not only mentioned the check earlier but also not insist it wasn't a date? He also answered her question about inviting Derek a little too quickly. And then there had been his borderline insistence of Tony's, which had proven to be a seemingly intimate Italian restaurant famed by one of Disney's more romantic moments? More and more Karen couldn't think of it just as friends or co workers going to dinner, and it was beginning to make her nervous for the same reason a few of those moments at the diner (him not correcting the waitress about their not being together for one) had made her nervous. Finally she was being forced to admit it at least to herself what she had begun to want, and that what she wanted was Michael. And now, at least with this train of thought, she was beginning to get the idea that maybe he could want her too.

"You're not in the process of changing your mind, are you?" he asked, noting her silence as they walked.

"Hmm?" she asked, his voice breaking into her reverie. "Oh, no. No. I was just hoping we don't run into Derek on the way." And that was certainly true, she could only imagine where his own mind would go to given Michael and she had already spent the rest of the day together as well.

"Oh, I'm sure by now he's at the diner himself. I mentioned that it looked like it might double as a bar when I went to see him. He seemed interested. I'm sure him spending the night talking with that waitress wouldn't hurt either."

"Good! I completely forgot. She actually wanted me to mention it to Derek that the diner's a good place to get a drink. She could already tell he could use one and she thought I'd see him before she did and I guess neither of us considered it important enough to call you at the garage to pass the message along to him."

Indeed Derek had been at the diner for at least the past half hour already. So far the best news he had to report was that the company had agreed to reimburse him for the cost of the rental car and their stay at the bed and breakfast and would even be driving up a new rental car for them and that it would be there by 8 A.M. Overall it seemed like good news all around, but they were still losing a whole day, their cell phones still weren't working and Derek was left shaking his head at knowing Karen and Michael had likely spent the entire day together.

Karen was friendly, that much was obvious. She was also young and beautiful, and of course he'd had his own eye on her since the first day. But she had turned him down. He still hadn't had a chance even after she dumped Dev. And then there was Michael. What the full story was between him and Julia, he didn't even want to know. The Cliff's Notes version had been plenty. He doubted Karen could have known much about it though, at least if she really was seeing Michael in that sort of a new light. Unless of course Karen could magically look beyond Michael having cheated on his wife, or perhaps cared more that Dev had specifically cheated on her with Ivy. Derek almost cringed at the idea of the latter being the case; because then it would likely mean he would never have a chance with her given his own recent past with Ivy.

All Derek did know for sure in that moment was that he wanted to quit thinking about anything and his previous two scotches had not been nearly enough to help with that. He wanted all traces of this day erased from his mind.

"I'll take another," he stated when he caught the waitress' gaze once more.

"Number three already? You sure?" she asked him even as she lifted the bottle. Then again it was Storybrooke... Maybe it was this town that brought out the borderline alcoholic tendencies in people. She wouldn't doubt it, not with Graham, Leroy, Sidney, Ashley, and even herself on that list.

"If you don't mind," he replied.

"You want to talk about it?" she asked even as she poured.

"Come on, sister, you should know better than to ask men that question by now," came a gruff voice Ruby knew all too well.

Derek almost laughed, the other man clearly knew these nights well himself.

"Can't blame a girl for being curious," she answered Leroy even with a glance back to Derek.

"Yeah, yeah, flirt on your own time. I'll take my usual," Leroy told her.

Ruby shook her head as she lifted a glass and the bourbon he seemed to enjoy.

As she did, Leroy glanced back to the man he couldn't entirely remember having met before. There was something almost irritatingly familiar about him. And for some reason this thought process was making him crave rum.

Meanwhile, back at Tony's, Karen and Michael were still taking in the sights a bit as they were seated at a table close to the middle of the restaurant. It seemed they had both been right about the low mood lighting and the intimate atmosphere. Soft violin music was playing not far from them, but one thing that stood out was that the dim lighting wasn't from lamps as they were used to from most other restaurants but rather from candlelight all around them and, of course, in the centerpieces at the tables. In fact the only electrical lights seemed to be coming from the exquisite crystal chandeliers hanging overhead.

"Would you say this is better than the diner so far?" Michael smirked as their waiter stepped away with their orders.

"So far," she smirked back. "But I will admit I never really imagined a day quite like this."

"A day like what?"

"You know, watching Disney movies with Michael Swift; or I guess having dinner at what one might think is a Disney-inspired restaurant with you either."

"Never thought I was a Disney guy? For the record, I have sung many a Disney tune at auditions. Namely those where I may have been auditioning for roles in some of those Broadway productions of certain Disney movies." Of course he hadn't gotten those roles, but that wasn't the point.

Karen laughed. "I just meant in general. And I thought I'd have to go back to Disney World to find a restaurant like this. But they seem pretty into it."

He nodded in agreement. "It's kinda nice though. But what about you? Are you enjoying it?"

"Yeah. A detour wouldn't have been my first choice, but if we had to have one, this has almost been fun. I do feel like I'm in some kind of a theme town though."

"Okay, well continuing with this theme then, which princess would you most want to be? Every girl has one, right?"

Karen almost blushed. Yes, she certainly had one mind, though her choice had changed a few times over the years. When it came to Bombshell she most definitely felt like Cinderella, complete with Ivy and Rebecca as her wicked step-sisters. She guessed that would make Derek her fairy godfather in that scenario and thus potentially making Michael the Prince Charming. Only rather than vying for his hand or favor, she, Ivy, and Rebecca had been vying for the chance to play his leading lady. Even if said competition was more about the role itself and had very little to do with him.

However when she was younger she had related to Snow White in some ways, though her mother was far from evil. But then Michael's question hadn't been which princess did she relate to the most, but which one would she most wish to be. With that, she answered, "Jasmine or Belle, I guess. They both had loving fathers who tried to help them as best they knew how, I can definitely relate to that. And they were strong and confident and didn't entirely feel they needed a man, or marriage, to complete them. I admire that. How about you? Which Disney hero would you most want to play?"

Michael thought for a moment as that wasn't usually something he wondered about. Roles he hoped to audition for and or get in general, of course, but not so much with the Disney-related ones. Finally he and an answer, "I'd say one of the stronger ones, one of the more badass ones. No Prince Charming, I'm definitely a far cry from any of those as it is. I don't know, maybe the one from Sleeping Beauty, or the one from The Little Mermaid. Neither of them really gave up that easily or had their princesses entirely handed to them if I remember right. Okay, the Sleeping Beauty one did maybe. So I guess the one from The Little Mermaid. It'd make sense too given he fell in love with her voice first, and with our profession it seems fitting"

"No Aladdin? I thought he was the sort of every-man choice for the guys who don't want to be princes," Karen went on, curious as to why if he would choose one of the more supposed badass heroes, he wouldn't choose him.

"Despite certain rumors, I'm not much of a thief."

Having an idea what he was talking about, Karen couldn't stop herself from replying, "I guess that's true. You can't steal something that's being given." It was the closest she had ever come to bringing up the rumors about him and Julia or asking him if they were true. And strangely, no matter how he answered that (if he answered at all) she found herself ready to hear it.

Michael's gaze locked with hers the second before he gave a short nod. He couldn't be entirely sure how she knew, but it was clear she did. In return he knew he shouldn't have been surprised, but her revealing she knew right then hadn't been expected. He added, "Even so, that's in the past now, and this time for good. Like 'Lexington' says, I know when I'm beat."

Karen offered him a sympathetic smile, suddenly regretting her choice to even bring it up. But she told him, "I think I prefer you as Tramp anyway. Somewhat tarnished reputation aside, you do still know how to show the new girl a good time. Even if we're just having dinner."

"Well you, my Lady, make it easy. And I thank you for that," he smiled back to her, relieved she had changed the subject back a lighter one. "Though now I'm curious, who do you think Derek would be in these Disney terms of ours?"

"Hmm," Karen thought aloud. "I'm not sure he's quite evil enough to be Jafar, no matter what Tom might say. But he's definitely no Prince Charming either. Maybe the Beast? Or maybe it's just his hair making me think that."

"I think I've got it," Michael told her. Okay, it was an obvious choice given Derek's nationality, but he was still convinced it was appropriate.

"Okay. Share. Who would he be?"

"Prince John. He's already taxing us with making us pay for our own rooms and dinner and everything else while we're here. And he doesn't seem to care much about what anyone else wants so long as he gets his own way."

Karen couldn't help but laugh. She wasn't completely sure she agreed with it, but she couldn't completely disagree with it either. Plus the mental image of Derek pulling at his ear with one hand while sucking the thumb of his other when he didn't get his way was quite amusing.

As for said director, Derek had found himself a seemingly better alternative to drinking his night away. It turned out this young and slim waitress in the nicely revealing uniform with a sparkling wolfish smile, large hazel eyes and black and red hair was a bit interested in hearing more about Bombshell. Sure Karen had told her a bit about it when she had been there with Michael (just as he had suspected) but she had a few more questions.

However Derek was hardly naive. One glance around the place proved to him the large bald man those few stools down from him was Ruby's only other customer. He was fairly certain this was just her way of passing the time until the other man left. The girl had given herself away the moment she hadn't denied she had been flirting with him, but he wasn't about to complain. Whether it was the fact he was new to town, or that would only be there the night, or even his voice which had interested her he couldn't be sure. But again the prospect was becoming increasingly tempting. Ivy and he were certainly finished and Karen had clearly decided to busy herself with Michael. He decided that left him free to potentially enjoy this young woman's company even if only for the night.

"Thanks for the drinks, sister," Leroy said finally when he stood and left a few bills on the counter. "I'll be seein' you tomorrow."

"The coffee will be waiting for you," Ruby smiled back. Sure he was pretty grumpy most of the time, but she couldn't really blame him for it. The poor guy didn't seem to have much more than his own dead end job, his boat, and his booze.

"You have a nice night yourself, Commodore," Leroy said as he passed Derek on the way to the door.

"Thanks," Derek replied, a bit more questioning than anything in his voice. Commodore? Where had that come from? Was that just another name he used with people like how he had called the waitress 'sister?' Whatever it was, he shrugged it off as Leroy left the diner and then turned his attention back to Ruby. "So, I hear you talked a bit with the two I'm with earlier about a room here."

"The bed and breakfast is right behind the diner," she nodded.

"And I'm guessing there's not a set check in time?"

Ruby shook her head. "There aren't many who come here needing rooms, and those who do don't stay for long. But we're there as needed, or as wanted."

"Wanted?" he asked with a hint of a smirk.

She gave a single shoulder shrug with a smile. "Someone would have to check you in, right? Granny would probably already been in bed by the time you headed over there, so I guess that leaves you with me." Coyness might not have been her strong suit, but she had a feeling Granny wouldn't approve of her hopping up onto the counter. She didn't see a ring and the girl from earlier had clearly had her eye on her companion so Ruby doubted she would be stepping on any potential toes should she take on the role of welcoming committee with Derek.

For the first time all day, Derek began to decide that maybe this town had a bit of potential after all. And perhaps while the day had been, the night may not be much of a waste. He asked, "And when might you think you would be willing to help me with that?"

"You've been the only customer here for long enough that I can be done here in fifteen," Ruby told him with another wolfish grin. "Since, I'm guessing, you want to be back on the road with your friends first thing tomorrow."

She was right, so he was happy to accept the offer.

---

"You know, there's something else I've realized this town needs," Michael stated as Karen and he were beginning their first glasses of wine, their dinners now cooling in front of them.

"An enchanted castle?" Karen quipped.

"Okay, two things," Michael chuckled. "But I was thinking of a karaoke bar."

"You just can't handle having a night off, can you?"

"I can. I just like to have a bit of fun too, even on impromptu one night only vacations. And at the moment I feel very in the mood for Disney here, maybe because we've been talking about it all day, but it could be fun."

"There's a violinist over there. Think the others would mind if we started humming along?"

"I've got a better idea," Michael smiled, a little unsure as to why he hadn't thought of it sooner. "How about going against our original plan a little and getting some to go boxes and having a sort of dinner and a movie night back at the bed and breakfast where we can sing whatever Disney tunes that we know from the movies they're showing?"

"I kind of don't want to go back to the bed and breakfast yet. I remember seeing these strands of lights hanging up at the town square. I kinda want to see what they look like lighting up the town. Maybe we could do our sort of Disney music trivia thing after that?"

"Alright," he agreed with a smile. "Are you sure you won't be too cold though?"

"I did bring a coat," she reminded him, she had worn it on the way to the restaurant even. She did appreciate his concern though.

"Okay," he chuckled.

Within the next half hour their new plan for the night was officially being put into motion. They decided to forgo dessert, but not their second glasses of wine before going, knowing they would be walking back to the square as it was. Plus two was hardly three and they had just had dinner, they weren't particularly worried about being drunk or even tipsy. Instead they were just warm and perhaps a little more courageous than they might have been otherwise.

Of course Michael had an idea where he hoped this would be leading, unsure if Karen wanted the same, but he still couldn't shake the thoughts or hope from his mind. Of course he had worried that it was maybe a little too soon for both of them. Some might claim the ink wasn't even completely dry on his divorce papers yet and he hadn't been sure entirely how long Karen and her ex had been together for before she broke things off with him. But he had heard the rumor that her ex had cheated on her, and with Ivy, but that didn't seem to be getting to her as much anymore. Or maybe she really was a better actress than people, even he or Derek, gave her credit for. Still, if there was anyone that had gotten him out of his own head enough to dull the ache of his own more recent failed relationships and make him glad to have come back to the show, it had been her.

"Wow," Karen sighed when they reached the town square, the place illuminated only by the very strands of the white lights she had seen those hours ago. It looked like something out of a fairy tale. "I knew it'd be beautiful, but this is -"

"Like something out of a movie," Michael finished for her. She was right, it looked incredible.

"Like something out of a Disney movie," Karen laughed. Just like everything else about this town so far. "Now I almost feel like I should be bursting into song or something."

"I may have had one in mind for the last few hours," he admitted. Really it had probably been stuck in his head since they realized their limited TV options at the inn.

"Oh?"

He nodded. "And since you mentioned liking Jasmine..." He paused before beginning to sing, "I can show you the world..."

"Are you serious?" Karen laughed, partially hoping he wouldn't continue. She loved his voice as most everyone else seemed to, but singing in the middle of the street (even if they were technically just outside the town hall) in this small town wasn't exactly what she had in mind.

"Oh, I'm serious," he told her. Really it didn't seem like such a bad idea to him. They could use a distraction; even just a short one and Karen had once again mentioned their Disney-like setting. Given Michael had certainly never been against serenading women in public in the past, he decided he wouldn't bother starting now. With that, he asked rather than sang, "Tell me, Princess, when did you last let your heart decide?" as though it were a genuine question. And perhaps on some level it was.

"The last time Derek blamed me for holding up rehearsal." When Karen moved to step away again, Michael caught her hand and caused her to stop; just as Derek had instructed him to do during their first Mr. and Mrs. Smith rehearsal. Karen looked back at him, confused, and forcing herself to focus her attention on his face rather than the warmth of his hand surrounding hers.

"I can open your eyes..." he sang with a small smirk.

But of course there was another reason this was getting to Karen, one which she had dared not voice. It was one thing to be the Marilyn to his Joe DiMaggio on stage, to have him gazing into her eyes as they sang the more romantic and occasionally intimate songs between characters who were deeply in love. But this was different, this was definitely more personal as they were nowhere near a stage and they certainly weren't doing this for an audience. It was beginning to make Karen a little uneasy. She felt confused enough about her feelings for Michael now, she couldn't imagine any possible way for this to be helpful in changing that. Unless of course he sent her over the edge entirely into making her admit the feelings she very likely did have for him, but she couldn't be sure she was ready for that. Not tonight.

But then it had all started with that first rehearsal, how patient he had been with her. He was just about the only one who had been, not even Derek had been that kind. She had tried to deny how much Michael's words of encouragement to her that night had also meant to her. Surely if she looked good he would too, one could argue that it was his wishful thinking telling her she would be great rather than his own faith. But the show had gone perfectly, and so had their shows since. Was part of it because of the friendship they had forged? Maybe. But this? Now? Either or both of them singing this song would not help matters for her, not when she was already worried about him picking up on her lingering stares or how her heart would race when he held her close during their performances. They had become friends, and Karen had all but convinced herself she was happy to remain merely a friend to him. Or at least she had until today.

Michael, oblivious to Karen's inner turmoil, continued with the song. He released her hand finally, but he began to almost dance around her, to entice her, even just to get her to smile. And finally it worked. Maybe it was just out of disbelief, or maybe embarrassment should anyone see or hear them, but he didn't care. It counted. And it counted even more when she, even if reluctantly, began to sing herself when his part had ended.

Karen couldn't believe she was doing this. All but playing the Jasmine to his Aladdin, at what had to be 9 o'clock at night, in a town square, and almost enjoying it. But then it was hard to not enjoy his voice or this sort of playful side of his, and given the day they'd all had, she guessed they were owed a little bit of fun however they could get it. With a grin and a coy turn away from him, Karen continued on with her verse.

Coming from having to meet yet again with Regina, Emma was heading out of City Hall to head home. But just as she reached the door she heard a pair of quite nice voices singing in almost perfect harmony with each other. And in a second, when she heard the song they were singing, she was almost ready to take her chances with Regina and hide out there until they left. So much for any sense of normalcy she had hoped for from the pair who had claimed they were merely passing through town. It could only be them, she decided. No one else she had met yet had sung in the street and they had introduced themselves as performers. For all Emma knew they'd had a show that night and had chosen this spot in place of wherever they were supposed to be performing instead. Was one day away from the fairy tale craziness too much to ask for? she wondered. As she heard the romantic duet continuing, she supposed she had her answer.

Michael and Karen continued the song, both impressed that the other did in fact seem to have the entirety memorized, and managed to finish just as they reached one of the entrances of the square once again. Maybe it was the lights, maybe it had been the day, maybe it was the wine, or the song, or just that Michael couldn't take the wondering anymore. But once they had finished the song and were left staring at one another, both clearly unsure of what to say, Michael decided that maybe they finally didn't need words.

Suddenly hyper aware, Karen managed to pull away the second before his lips met hers. There was part of her already wanting to kick herself for that, but so much more of her was locked in disbelief. Michael had just tried to kiss her? Michael wanted to kiss her?

"I- I'm sorry. I thought you wanted this. I'm, wow, I'm sorry," Michael tried, even taking half a step back to give her room in case she was about to run off. He hoped she wouldn't, he had thought she wanted this at least almost as much as he did. He guessed now he was going for a medal in misreading the women he wanted. Maybe he really was worse off than he had thought those months ago.

"You don't have to apologize," Karen interrupted. "Tonight has been amazing, and I'll admit you weren't misreading anything. It's just -"

"Too soon?" he asked. He wouldn't blame her, he just wished she might have mentioned that before he made a bigger idiot out of himself.

"Sort of." With that her eyes met his again and she added, "I don't kiss on the first almost date. I might kiss on the first actual date, but not the first almost date."

Despite the uncertainty and even embarrassment he had been feeling, Michael couldn't help but smile for a moment. "Are you saying - ?"

"I'm saying that if you want to know if I would agree to go on a real date with you, then you should ask me. You don't have to sneak paying the whole check while I'm in the ladies' room, you can just ask."

Somehow her having known exactly when, and why, he had paid their check at Tony's was even more embarrassing for him. But she was right, and he guessed he had known it all along. But he had been worried, worried it was too soon for either or both of them, worried what it might mean for the show, worried about some of the others' reactions. Still, he hoped Karen wouldn't say something like that just to turn him down, so, he asked, "Karen, whether we're still here or in Toronto like we're planning to be, would you have dinner with me tomorrow night?"

She smiled. "Yes."

Their walk back to the inn was quick, though they couldn't know Derek had beaten them there. In fact they had all but forgotten about him through their song and confessions.

Still, Ruby had kept her word, managing to close up the diner within those fifteen minutes and getting Derek into a room at the inn. And just as she had hoped, she had been invited to stay. At least long enough. Just to be sure he had everything he needed, of course. However, if what he decided he needed for the moment was her, well, she sure wasn't about to complain. He was hot, older, and with an accent. They didn't get much more her type than that.

Meanwhile, as Michael and Karen got settled in on the sofa downstairs once again for another movie, they were happy to shift their thoughts back to their earlier Disney character themes. Karen was the first to voice the next parallel that came to her.

"I think we were wrong at the restaurant. Now that I really think about it, Derek would be Captain Hook," she stated.

"Would that make me Peter Pan in this scenario? I mean, aside from Tramp?" Michael asked. Truth be told it wouldn't be the first time he had been met with that accusation.

"No," she laughed. "Peter Pan wanted to defeat Hook, so that'd be Tom. And we all know Ivy would be Tinker Bell."

"I guess that makes you Wendy," Michael smiled as he turned his head to look at her.

"I'd be more Wendy after she gets kidnapped by Hook. I still don't think Tom likes me enough to want me for his sidekick. I don't mind that he's still on Team Ivy, I just wish he wouldn't always be so obvious about it."

"And that is exactly why I stayed out of that. I've worked with you both, I've had beers with you both, you're both great women. And while it's true Ivy is the more seasoned performer, you bring something amazing to the show as well, and what Tom needs to remember is it was Derek's call to make and he chose you. And while I can't imagine it was an easy choice for him, I can agree it was the right one. Each one of those speechless and teary eyed audiences proves it."

Karen took a moment to absorb his words, but one thing in particular stood out to her, almost dampening everything else he had just said. "You've had beers with Ivy?" Karen asked him, part of her wondering how she hadn't heard about that given exactly how much the ensemble loved to gossip.

"Please tell me that isn't all you got out of that."

"It's not. I'm just curious."

Michael sighed. "It was some time around when I first got there. During my first week, I guess. She and Sam invited me, so I went with them. Sam ended up drowning his sorrows in beer when his team started losing with whatever game was on and Ivy, from what I remember, needed some liquid courage to tell Derek how she really felt. Or maybe it was just to stand up to him, I don't even know. I didn't ask. Either way, less than nothing happened, if that's what you're worried about. It wasn't me she was interested in, just the shots." He decided it was best to leave out why he had been drinking that day himself and where he had ended up afterwards. That was part of the past he was hoping to at least mostly forget. He wanted to focus much more on what was in front of him, both literally and figuratively.

Karen finally let out the breath she had been holding. Somehow knowing that made her feel better. He had all but told her earlier that the rumors about him and Julia had been true, but that whatever it was that had been between them was done and unlike Derek and Dev, he'd had nothing personal to do with Ivy. Both of those facts left her feeling quite relieved.

"Anyway, like I said, I'm really glad you got the role. And I'm glad that if we had to break down somewhere, that it happened in a place like this and that it ended up being just us that it happened to," Michael added.

"Are you sure you're not just saying that because you know you would've likely been the one alone all day had you and Derek been here with Ivy instead?" Karen smirked.

"Yes. I remember all too well what it was like replacing a fan favorite not once, but twice, myself. Same guy, two different shows, same mixed reactions. It just comes with the territory."

She smiled. Somehow he was almost always able to make her feel better with stories like that. "So, if Derek's Hook and Tom's Peter, would that make you Smee or one of Wendy's brothers? Because after earlier in the square, you being one of Wendy's brothers could be awkward in this scenario."

He laughed in agreement. But then he thought of something better. "Maybe I'd be one of The Lost Boys. Wanting to go anywhere else just to escape the problems at home, not minding having to follow Peter's occasional orders to do so, enjoying living free with others from similar situations... and then meeting Wendy and realizing that returning to the real world with her might not be such a bad thing."

"I think I like the sound of that even more than Lady and the Tramp," she replied, a little taken aback by the romance of his statement.

"Me too," he told her. "It's also true. For a while, when we first started the show, I just didn't want to feel anything; not after so much had happened. But then you became the one good thing out of what could have been, and almost was, a completely miserable experience."

"Why didn't you tell me any of this before?" All Karen could think was how much sooner he could have helped her realize she wasn't losing her mind or that she at least could have quit trying to convince herself that she didn't feel anything for him a whole lot sooner.

"I guess I was afraid of scaring off the one friend I feel I've made since joining the show. And I didn't want you to feel like I was pushing you like I've done to so many others. But I guess I'm telling you know because after earlier I'm a little less worried about you feeling scared or pushed."

"I don't," she told him. "I was surprised earlier, not scared. I just didn't say anything before tonight because I kept thinking you'd feel it was too soon, either just for you or for us both. I didn't want to lose our friendship either. Especially since I doubt I'm the first sort of ingénue to end up with a crush on you."

Michael almost chuckled. "And to think we had to come to an almost fairy tale themed town to finally have this conversation. Fairy tales win again."

With that Karen smiled slightly as she slipped off her heels to put her feet up on the sofa cushion at her side and settled closer to Michael. "I don't know about that. I'd say maybe we've won. I mean, okay, this town with its lit up town square and little Italian restaurant definitely helped. But it's not like this came completely out of nowhere."

Curling his arm around her, Michael couldn't help but agree. This had been coming for a while, and frankly he had been a little worried about how when it might have come out had they not found themselves in a place like this.

Moments later their quiet contentment as they continued to watch the movie was interrupted by a familiar deep, accented voice.

"Don't you two look cozy," Derek stated as he spotted them on his way to the bed and breakfast's kitchen. He wouldn't pretend to be surprised, but he also wasn't much in the mood to care any longer. Not when his night had taken a turn for the better, and it wasn't as though Karen was wearing one of Michael's shirts and singing 'Happy Birthday, Mr. President' to him. That might have stung, but not this. In fact, this was almost downright expected when he thought about it, even if that had been one of the many thoughts he had been trying to avoid for the past few weeks.

"Yeah, says the guy wearing the red satin robe," Michael stated while Karen had all but frozen at the sight of Derek. Why, he couldn't be sure. It wasn't as though they had been kissing or that his hand was anywhere one would deem inappropriate, they weren't lying down, their clothes were certainly still on, and Karen didn't even have her head on his shoulder.

"It's a loan," he grinned as he continued to enjoy the good mood his earlier scotches and the diner waitress had helped put him in. "Just came down for a drink. But since we're all here, I suppose now I can tell you the good news. The only question left is which car we'll be taking, but we will be able to leave here in about seven or eight hours. Is it safe to assume you'll be able to pull yourselves away from that sofa in time?"

It turned out that they were able to, and even managed to get a bit of sleep beforehand. What had caused the initial breakdown of the first car, they still couldn't be sure. But now as they made their way out of Storybrooke, Bombshell's director and lead performers found themselves glad for it all the same.

Seated in the back of the newer SUV, Karen and Michael couldn't help their more than occasional glances to one another or their subtle touches. Contrary to the unintended trip to this town and how it had brought them to finally confess some of what they felt for one another, Karen and Michael weren't naive enough to think they were getting a fairy tale. But the idea of beginning something as close to one as realistically possible was proving to be one new horizon they were finding they were both quite happy to pursue.

The End