AN: I just want to say I probably won't be doing any E/O's for a while because I'm participating in the Dean/Cas big bang on livejournal and I'm mostly focusing on that with the exception of wayward plot bunnies like this one. But I'm saving the emails and I'll do them if I have time.

"No," Sam said for the tenth time.

Dean flopped down on his bed, trying to mimic Sam's puppy eyes. "C'mon Sam, please?"

"No." Eleven.

"Dude, what else are we gonna do in this shithole town?" Dean whined.

"I was gonna catch some sleep and I assumed you were gonna go to a bar."

"Dry county," Dean sneered.

Sam made a sympathetic face. "Ouch. I'm still not going to the lame-ass county fair with you."

Dean pouted. "Asshole. I can't go by myself dude, a thirty year old man wandering around by himself at a fair? Looks all kinds of creepy."

Sam turned his attention back to his laptop, already done with the conversation. "Call Cas," he offered.

Dean didn't respond immediately. Maybe that wasn't a half bad idea. He could maybe ruffle the angel's feathers and get him to loosen up. He pulled his phone out and texted the motel and room number to Cas, who was now standing at the foot of his bed, looking expectant.

"Do you have a case?" he asked, looking from Sam to Dean.

"Nope. How do you feel about going to the county fair with me?" Dean answered as Sam ignored the two of them.

"County fair?" Cas asked, his eyebrows knitting together in confusion.

"Yeah, you know, cheesy rides, rip-off games, funnel cake?" Cas continued to stare at him, as if awaiting further explanation. Dean sighed. "You're going. But you can't wear that," he said, gesturing at the trench coat and suit.

Castiel looked down at himself as if seeing his clothes for the first time. He touched the trench coat self-consciously. "What is wrong with my attire?"

Sam snorted. "You'll look like a couple of pedophiles dressed like that."

Dean got up and went over to his duffel. He dug around for a moment before producing an old pair of jeans with a ripped out knee that probably didn't even fit him anymore and a threadbare Led Zeppelin t-shirt. "Here, you can wear these they're probably more comfortable anyway," he said, holding them out to Cas. Cas took them, holding the small pile in his hands for a moment, considering them, before disappearing into the bathroom to change. Dean turned around to find Sam staring at him. "What?" he asked defensively.

Sam laughed. "Nothing man. I'm just gonna get a different room. Use protection."

Dean's jaw dropped. "Uh, what?"

Sam gave him a bitchface. "Dean, you can barely keep yourself from jumping him in his accountant outfit, you think you're gonna be able to keep your hands off him when he's wearing your clothes?"

Dean rubbed the back of his neck self-consciously. "Heh, so you noticed that, huh?" he asked awkwardly.

The bitchface intensified. "Dean the only person that hasn't noticed it is Cas. Seriously, just do something about it, I'm tired of watching you two dance around each other. I'll be somewhere else when you come back, preferably all the way down the hall."

Dean opened his mouth to say something sarcastic but instead he heard the bathroom door open. He turned and sucked in a sharp breath when his eyes fell on Cas.

The angel was standing there in Dean's clothes, the jeans loose on his frame but not baggy, a flash of pale skin visible at the knee, the t-shirt somehow a perfect fit. Dean swallowed and licked his lips.

"Is this sufficient?" Cas asked, self consciously sliding his hands into his pockets.

Sam cleared his throat and Dean realized he hadn't answered. "Yeah I'm definitely getting another room tonight," Sam said, a hint of laughter in his voice.

Dean scowled and ignored his brother. "Yeah that's fine. Let's go."

XXX

Dean spends the entire drive to the fairgrounds sneaking glances at Cas. He can't get over how human he looks in jeans and a t-shirt, but that's not just it. Sam was right, seeing Cas wearing his clothes was turning him on. His angel in his clothes he supposes. But damn he looks good in them, the pale skin of his neck leading down to the sharp jut of his collar bone just visible above the soft neck of the shirt, the jeans hanging just loose enough on his hips that Dean knows the bones would probably be visible if his shirt rode up just an inch or two.

He reluctantly tears his eyes away from the angel in the passenger seat as they pull into the fairgrounds. A bored looking teenager directs him into a spot in the wide field serving as a parking lot and they get out, Dean looking around excitedly and Cas looking perplexed.

"What exactly is the point of a county fair, Dean?" Cas asks, obediently following Dean when he sets off for the ticket window.

"I don't know, they don't really have a point, I guess. Just a week or so of fun for the people who live here," he said as they reached the ticket window. "Two arm bands please," he said, pulling out his wallet.

"What do we need armbands for?" Cas asked.

Dean sighed as he stuck out his wrist, motioning for Cas to do the same. "So we can ride rides," he explained as the woman gave them their papery bracelets. "Now," Dean said, rubbing his hands together in anticipation as he lead Cas away, "What do you want to ride first?"

Dean watched as Cas's eyes went from one ride to another, and he couldn't help but smile softly at the childlike wonder in their blue depths. "That one," Cas said, pointing. Dean followed his finger and bit his lip. The ferris wheel.

"Not yet," he said, covering up his anxiety. "The ferris wheel's only cool when it's dark. The sun hasn't quite set yet. Maybe later though," he added when he saw Cas's face fall. Cas's lips twitched in what Dean had come to recognize as a smile. "How 'bout we try that one?" he suggested, pointing at the Tilt-A-Whirl.

Cas takes it on for a moment and nods. There's barely a line so it only takes them a couple of minutes to get seated in a car, and Dean makes sure Cas buckles himself in. He takes hold of the wheel in the center and gives them a spin, laughing when Cas's eyes go wide and the angel grips the edges of his seat tightly.

"You do realize the ride is going to be spinning a lot more than this, right?" Dean asked.

Cas's eyes go impossibly wider and he visibly swallows. "Spinning?" he manages, just as the ride kicks into action.

To Castiel's credit, he doesn't scream. Sam used to scream like a little girl when they were younger, but Cas is silent. His grip on his seat doesn't lessen but Dean sees most of the fear be replaced by something that Dean can't quite describe, but makes him think maybe Cas is enjoying himself.

Until the ride stops and Cas wobbles off it and to the nearest trash can, where he proceeds to dry heave for a good five minutes. After the first two Dean wanders over to pat his back. "Maybe we need to take it easy on the rides," Dean says with a grimace as Cas wretches again.

Cas straightens up and wipes his mouth with the back of his hand. "I'm sorry Dean, I've ruined your night."

"Nah, there's still food and games, and maybe you'll be able to handle a couple of the tamer rides," Dean said, sliding his hand to small of Cas's back and steering him towards the brightly colored food booths.

"Like the ferris wheel?" Cas asked, his eyes brightening. Dean felt his stomach lurch just thinking about it.

"Yeah, you should be able to handle it. Later though, it's still not dark enough. Now, fried oreos or funnel cake?"

XXX

Half an hour and a ridiculous amount of food later they head over to the games. Cas apparently has a thing for carnival food because he had eaten more than Dean. Which, for some reason, Dean found hot. He was never going to survive the night.

Dean goes straight for the first booth. Cas watches, apprehensive, as Dean forks over two bucks and receives three baseballs. "What is the point of this Dean?" he asks.

"If I knock down all the bottles I win a prize," he explained.

Cas tilted his head to the side. "Wouldn't it be more beneficial to just purchase a prize?"

Dean sighed. "There's no fun in that Cas," he said as he picked up the first ball. He took careful aim at the middle pyramid and threw the ball pumping his fist when all three bottles hit the ground. He knocked over the second pyramid just as easily, but only two bottles hit the ground on the third pyramid. He scowled. "They rig this shit," he said defensively when he caught Cas staring at him.

"You get a prize from the second row," the guy running the booth said.

Dean glanced over at Cas and smiled. "Why don't you pick something out Cas?"

Cas's eyes brightened and Dean had to bite back a full on grin. He watched Cas skim the row and his smile grew. He was so far gone on this guy it was ridiculous. It almost scared him, he'd rarely ever cared about someone like this, and never someone who'd actually stick around.

His train of that was interrupted when Cas pointed and said "That one." Dean looked just as the guy grabbed the prize. A medium sized white teddy bear with a golden halo and white wings.

He couldn't help but laugh. "Great choice Cas," he said, taking it from the guy and handing it to the angel. Cas's lips curled up into a tiny smile and Dean's heart fluttered. Goddamn it he was turning into Sam.

"Can we go on the ferris wheel now? It's dark," Cas said, clutching the bear to his chest. Dean frowned. Cas was right, it had gotten dark, and the fair was completely lit up now. He swallowed his fear and nodded.

"Yeah, c'mon," he said, stuffing his hands into his pocket and jerking his head towards the tall and intimidating ride.

They were seated almost immediately and now it was Dean's turn to white knuckle the handlebar every time the car moved. Cas was oblivious to his discomfort, too worried about taking in the bright lights of the fairgrounds as they rose increasingly higher above them.

After what seemed like hours to Dean they reached the top. And then they stopped. Which wasn't unusual, they had stopped at every interval to load or unload passengers. But they stayed stopped.

"Is this the ride? Go up to the top and… Look?" Cas asked, sounding disappointed.

"No, it usually goes around and around but for some reason we're just sitting here," Dean managed through gritted teeth.

"Oh. Perhaps they're having technical difficulties," Cas said, leaning forward to look down. His movement set their car to rocking and Dean gasped, tightening his grip on the lap bar.

"Please don't do that," he said, his eyes wide with fear.

Cas turned to look at him, blinking owlishly. "Dean… Are you afraid?"

Dean didn't answer for a moment before finally nodding hesitantly. "It's just, it reminds me of flying and I really don't like that."

Cas seemed to think about it for a moment before nodding. "I'm afraid of falling," he said quietly.

Dean looked at Cas with surprise. "I didn't think you were afraid of anything," he said truthfully.

Cas let out a small laugh that sent a shiver up Dean's spine. "I'm afraid of many things Dean. Falling is just one of them."

He had to ask, he had to. "What else are you afraid of?" The words came out quiet, his voice low.

Cas's brilliant blue eyes locked onto Dean's. "I'm afraid of the emotions I feel towards you," he answered, just as quietly as Dean had asked.

In the next second Dean's wrapped and arm around Cas's shoulders and pulled him closer, their lips meeting softly somewhere in the middle. Cas makes a small sound as his lips part and Dean takes the opening, his tongue darting just inside the angel's mouth, a tendril of want shooting through them when Cas's tongue meets his.

Cas pushes closer and Dean is dimly aware of the soft bear being squished between their chests but he can't force himself to care about the rest of his body when he's finally kissing Cas, their mouths and tongues moving together like this is something they had practiced into perfection, not the usual awkwardness of a first kiss. Dean spread his hand out across Cas's back and he felt the muscles flex under his fingers as Cas slid his hand to rest on Dean's waist. He could taste the sweet powdered sugar from the funnel cakes on the angel's tongue and he idly wondered if Cas could taste his corndog.

A throat clearing finally pulled them apart. Dean was startled to see that at some point the ferris wheel had started up again and they had reached the bottom. The ride operator was staring at them impatiently and Dean grinned sheepishly, taking Cas's hand and leading him towards the parking lot.

A lot of the field had emptied out and the impala was a lone black figure in their section. "What are we doing?" Cas asked, slightly breathless.

Dean crowded him up against the impala and captured his lips, the bear once again a cushion between them. "I was thinking we could go back to the motel room and make out for a while," he said when he pulled away for air. "If that's ok with you," he added, giving Cas an out if he wanted it. But god he hoped Cas didn't want it.

Cas kissed him again in answer, just a soft press of his lips. "That's more than ok with me."