Author's Note: Huge thanks to my dear friend Paul and the ladies of King Arthur Baking for tips, tricks and memories about caramel apples, and also to Sunshine Ali for her beta-reading.

Timeline: Between Seasons II & III

Disclaimer: Disclaimer: I don't own or buy/sell/process this mindcrack - I just abuse the hell out of it.

It was another one of those golden delicious Los Angeles afternoons when the carnival came to town, the kind that arrived at the tail-end of September when the heat let up long enough to make the air both crisp and buttery at the same time.

The machines were worn and the paint was peeling, but thanks to the slanting rays of the late afternoon sun, the booths and rides had taken on the glamorous sheen of the Golden Age of Hollywood. The sight should have thrilled Ellie Bartowski with its quaint charm and faded beauty, but she was too busy trying to stay awake as she stood in line for the roller coaster with her strange little family: Devon (her husband), Chuck (her brother), Sarah (her brother's girlfriend), Morgan (her brother's best friend who considered Chuck to be his "brother from another mother"), and John Casey, the very tall, very quiet, very puzzling neighbor who Chuck had invited to join them.

Ellie loved puzzles. She thrived on them. She had to if she wanted to be any good at her chosen field. Being able to start the breathing, stop the bleeding, keep the body going when all it wanted to do was give up and shut down – it required the ability to take in all of the available information in one rushed moment, choose one's tools and charge headlong into the never-ending battle against death. And she was good at her job, better than most of her med school classmates, best in her ER at staying alert and focused in the most hectic of situations.

Unfortunately, this was not one of those moments. Her long work hours had finally caught up with her and as she closed her eyes, her equilibrium began to shift past the point of correction. She put her hand out to reach for her husband. He would catch her if she fell.

No such luck. Devon was too busy recounting his latest adventure to a captive Chuck and a captivated Morgan ("free running through the South Coast Plaza–Sears-to-Saks, three levels, during the Memorial Day blowout – awesome!") to see her sag against John Casey.

She should have pulled away immediately, should have put some distance between her body and his, but she was weary, he was solid, and it had been a very long day. She sighed as she turned to rest her cheek more comfortably against the soft, worn cotton that stretched across the broad expanse of his broad back. All she wanted to do was to nestle into the hollow between his shoulderblades and go to sleep.

Gosh, he smells nice…mmm…Old Spice?

"Um, Ellie, you okay back there?"

"Huh? Oh, sorry!" she apologized, smarting at the synchronized sting of awkwardness and adrenaline as she raised her head and stifled a yawn.

"No problem," he said as he reached out to steady her.

Another time or place and she might have declined, but she was too tired to turn him down. She placed her hand on his and took a moment to adjust her balance as they shuffled a few more inches towards the platform. "Thanks. I never was very good at getting out of the 'narcoleptic mare' yoga pose."

John nodded sympathetically. "Work a double again?"

"Third time this week," Ellie replied, fighting the urge to let the tide of shuffling bodies wash her up against him. She wanted her bed, but in the absence of her Serta Perfect Sleeper, she'd be more than willing to curl up on one of the benches. "I could sleep right here."

"I know the feeling," he agreed.

The crowd surged again and she swayed towards him to avoid a pair of teenage boys who had started to shove each other. "You do?"

"Yeah," John nodded, but he didn't elaborate as hooked his thumbs in the waistband of his jeans and rolled his head slowly, popping his spine twice as he gazed off into the distance.

Ellie was silent as she wondered what had happened to cause the thousand-yard stare she glimpsed behind his sunglasses. He was usually so focused when he was talking to her, but there were moments like these when she wondered if he even knew she was there.

She shoved her hands into her pockets to keep from acting on her urge to rub his back. What was this compulsion to put her hands on him? Was it her ER training taking over, trying to soothe his worries away as she attempted to diagnose his problems?

His gaze met hers. She thought that he was about to say something, but his expression shifted abruptly as he hauled her up against his chest. She didn't have time to react as he turned to take the brunt of an unanticipated impact by shielding her body with his.

Groggy and curious, she craned her neck around his upper arm to see what had happened: the shoving match between the two boys had now escalated into rough-housing territory. If John hadn't intervened, she would have probably ended up eating gum-smeared, bacteria-infested pavement. Ewww!

"Hey!" John barked at the teenagers as he snapped off his sunglasses with his free hand.

Ellie hid her smile in his sleeve as both of them snapped to attention like a pair of naughty Cub Scouts.

"Save it for the bumper cars," he commanded.

"Yes, sir!" the bigger one said, his voice cracking.

"Whoa, Casey, good save!" Devon called out, giving two thumbs up and his huge, Chiclet-white grin. "Awesome!"

John acknowledged her husband's "attaboy!" with a slow nod, but his eyes never left Ellie's as he gently set her back on her feet.

She found her balance, but she also found herself struggling to breathe, as if she'd gone scuba diving without enough oxygen and was now drowning in the blistering blue of his eyes. Her voice was husky as the heels of her palms came to rest on the lower edge of his ribcage. "Thanks, again."

"Any time," he replied, his eyes locked on hers for a moment before he hid them once more behind his mirrored shades.

"Sheesh, get a room!" the smaller of the teenage boys snarked under his breath.

Ellie ignored them as her fingers splayed out on John's external obliques. She was too worn-out to worry about what they were insinuating, or pay much attention to anything beyond the stray thought that his hands were still pressing on her latissimi dorsi.

She closed her eyes and rocked forward again.

He has such nice hands…

When Ellie regained consciousness, she found that she was sitting on a very crowded bench near the wooden coaster. "Wh – huh?"

Correction: John was the one sitting on the bench. She was sitting on his lap, her head resting against his shoulder, as he attempted to cool her down by applying a chilled bottle of water to her skin.

"You fainted. Heatstroke," he explained quietly. "Drink?"

"Yes, please." She reached for the bottle and started to chug the cool liquid, but he put his left hand over her right and lowered them slowly.

"Small swallows, not big gulps. When was the last time you ate?"

Ellie took a sip and a moment to think. "Last night?"

He smiled and she felt his chest shake.

"Why are you laughing?" she asked as she maneuvered herself onto a newly vacated spot next to him.

"You're a doctor," he replied. "You should know better."

"I was on call until an hour ago, and Devon wanted to go on the rollercoasters," she explained as she looked around. "Where is Devon?"

John pointed skywards.

Her husband, her brother, his girlfriend, and Morgan were wedged into a pair of cars, flying along the rollercoaster tracks at what looked like Mach 2. The wooden support struts shook so hard each time the coaster went into a drop that it felt like an miniature earthquake. Ellie shivered as she pressed the bottle to her forehead and let the condensation drip down the side of her face. "I am so glad I'm not on that thing right now."

"Not a fan?"

"Not at all."

"Then why were you in line?" he asked.

She shrugged. "He's my husband."

John's lips compressed. "Hungry?"

Her stomach rumbled in response.

"That's affirmative,'" he commented as he stood up. "What do you want?"

Her eyes scanned the available food booths as she stretched out a leg to access the cash in her front pocket. "I'd love a corndog. Yellow mustard, please. No relish or ketchup."

He waved away the twenty-dollar bill she offered him. "I got this. Just sit tight."

"Yes, sir," Ellie said as she stuffed the money back into her pocket.

"Good girl," he said, patting her knee and giving her another one of those unfathomable half-smiles as he got up.

"Damn, that man is fine," a teenager next to her announced as they watched John walk away.

Oh, yeah, Ellie agreed silently, nodding as she raised the bottle to her lips and took a long, slow swallow.