A/N: I based this story on a BatIM 2D Bendy AU by Shinyzango on Tumblr. Check their work out!

Disclaimer: Bendy and the Ink Machine is owned by TheMeatly. I only own my Ocs.

The Carnival

Bendy had been living with Henry ever since they made their escape from the studio from hell. The last thing Henry wanted to do was keep the little guy locked up in his home. He wanted him to experience as much of the outside world as possible. He deserved that much after everything he's been through. That's why on this beautiful Saturday morning, they found themselves at a traveling carnival.

Henry had managed to keep this trip a secret from the inquisitive toon. It was a two hour drive to the fair grounds. It's a good thing Bendy had his seatbelt on or he would have jumped out of the car before Henry could park it. The little toon grabbed his hand and practically dragged him towards the colorful tents.

Henry watched with some amusement as the poor toon ran here and there. There was so much going on, he didn't know where to start. Henry suggested they play a few games.

They tried their hand at the ring toss. Henry couldn't seem to get the ring to land on any of the bottle necks. He let Bendy try. He could see the little toon eyeing the ring, then the bottles. His little tongue was sticking out the side of his mouth in concentration before tossing the metal ring. Much to the carnie and Henry's surprise, the ring kept bouncing from bottle to bottle, making odd musical tones before landing on a bottle's neck. Bendy was handed a large light brown teddy bear as his prize and the toon couldn't be happier. They moved on to another game.

They made their way to a shooting gallery. Bendy was surprised at how well Henry handled a rifle. He managed to hit most of the targets and earned the second largest prize on the shelf. Henry turned to a little girl that was watching him and asks her which prize he should get. She points to a fluffy pink and white bunny with a bright red bow around its neck. The bunny was handed to him and he gladly gave it to the little girl. She squealed in delight and hugged the large bunny. Her mother thanked him before they walked away.

Out of the games they played, the funniest by far was the "Test Your Strength!" game. It was funny because of the reactions they got when Bendy gave it a try. It was obvious the oversized hammer was too heavy for most people to lift. So when the little toon ran up to the strongman holding it and asked if he could give it a try, all he got was an incredulous look. The large man let the head of the hammer thud to the ground just to demonstrate how heavy it was. He tilted the handle into the toon's hand and smirked when he thought he was too small to lift it. That smirk was wiped clean off his face when Bendy lifted the hammer over his head as though it weighed nothing. He slammed it down on the lever, sending the puck rocketing upwards to ring the bell at the top of the tower. The puck hit it so hard, it almost flew clean off!

"Boy howdy that was fun! Thanks for letting me try that out." He smiled up at the stuttering strongman and pointed to the prize he wanted: a large, white dog plush with black muzzle and paws. Bendy handed the handle to the person next in line before taking his prize. The poor guy could barely lift the hammer a few inches off the ground. The toon gave him an encouraging pat on the back and walked back to where Henry was standing. He had a huge grin on his face and was hugging the plush. Henry just shook his head. Sometimes he forgot that Bendy was a lot stronger than he looked.

"Hey bud, how would you like to try some cotton candy?"

"What's cotton candy? I mean, I know what cotton is and let me tell you, it doesn't taste that good!" The little ink demon pulled a face that made the man laugh.

"Don't worry bud, you're gonna love this."

They made their way to a concession stand where Henry asked for two cotton candies. He handed one to Bendy and watched as he studied it. He poked it and had a skeptical look on his face. He shrugged and bit into the fluffy pink treat. The toon's black pie cut eyes grew so large, it almost took over half of his face.

"Henry? My gosh, this is the bees knees! It's so sugary and it melts in your mouth! This is way better than regular cotton!" Bendy exclaimed as he dug into the sweet treat.

"Glad you like it buddy." he ate his slowly, savoring the taste. He hadn't had cotton candy since he was a kid. He wanted to enjoy it.

They finished up their treat just in time for a Barker to step out from a large tent. He began calling out to the crowd, promising a show liken none they have ever seen before. Full of wonders and excitement that everyone will enjoy.

"C'mon Henry! Lets check out the show! I've always wanted to see a real one." The man agreed, holding his friend's stuffed bear under one arm and taking Bendy's hand in the other. He wanted to keep him close so he didn't loose him in the crowd. When the audience was big enough, the Barker had the flap to the large tent opened and ushered everyone in. The group filed in and took their seat in the ascending bleachers. Everyone was seated in a half circle on either side of a large ring. There was a small band setting up in one corner of the tent playing music. The Ringmaster made his way to the center of the ring and asked for the audience to settle down. The show was about to start.

One by one, the Ringmaster introduced act after act. There were acrobats that jumped and tumbles across the ring. A Juggler that not only juggled colorful balls, but dangerous things like sharp knives and flaming sticks. There was even a sword swallower and fire breather! Bendy was awed by this. Such feats weren't unheard of for cartoon characters but he didn't know humans could do that too!

The next act got the little toon's attention right away. Two assistants carried out a small wooden box and placed it in the middle of the ring. The lid popped open by itself and the audience gasped as a slender hand was rising out of the box. It waved to the crowd before a leg emerged. One by one the person's limbs unfolded from the tiny box until a tall, slender woman was standing there. The crowd was shocked into silence.

"Woah! How did she do that? Is she a toon?" Henry chuckled and explained that she was human and looked to be a contortionist. She was very flexible.

The woman was wearing a short, red sequence dress that came down mid thigh and that's it. She had jet black hair that was done up in a bun and seemed pale skinned. At least from what skin Bendy could see. The rest looked at though someone painted on her. From her wrists and all the way up her arm where colorful images of animals and flowers. The images disappeared beneath the dress and continued down her legs. He would love to get a closer look because it was so colorful.

The Ringmaster introduced her as The Amazing Sasha! She waved to the audience before bending over backwards. Her legs remained straight and she grabbed her shins, pulling her head close to the back of her legs. She bent over backwards a little more until her hands were flat on the floor. She steadied herself before lifting her legs off the ground until she was standing on her hands. It was so fluid and effortless, she seemed almost boneless.

By the time Sasha finished her entire act, the audience's applause was almost deafening. She bowed to the crowd and made way for the next act.

"Henry? Are all humans that flexible?"

"Ah, no. Only a few people are that talented. Even when I was younger, I couldn't do that." The man chuckled at the thought of him trying anything like that.

"If she could stretch her arms and legs, she could definitely pass for a toon!"

The clowns came out, chasing each other around the ring. One clown threw a bucket of water on the other. Another clown ran through the stands and just when the crowd thought they would get wet too, the clown threw a bucket of silver and gold confetti on them instead. That left everyone clutching their sides in laughter.

There was a man who commanded five horses at the same time. They ran around in circles in the ring. He had them line up and rear up on their hind legs. At one point he even stood on one horse's back as it ran full speed around the ring. He wasn't even holding onto the reins.

The show concluded with a funny dog act and a seal balancing a large ball on it's nose while walking on it's front flippers. At the end, all of the human performers came out and bowed to the applause of the crowd. Within minutes, they began to make their way out of the tent.

"Oh man, that was a great show! They had horses! Real Horses! You know, I didn't think seals were that big! In our cartoons they were always small with little ruffled collars or a clown hat on their heads. That seal was almost as big as you!" The little toon pointed to his human companion and laughed. Henry had to agree with him. They weren't nearly as cute as they were in the cartoons. Henry guided his friend to a small cart that served cold drinks.

"Hey Bendy, I'm gonna grab something to drink. Do you want one?"

"Nah, that's okay. I'm not thirsty." Bendy was watching the people meander about, talking, laughing, and enjoying themselves. Not once did anyone stare at him as though he didn't belong there. It was kinda nice. It made him feel like he was just another person here to have fun. His thoughts were interrupted when he noticed the lady with the painted skin across from him. She was getting something from one of the concession stands. She walked away from the busy crowd and sat at one of the picnic tables.

Bendy really wanted to talk to her and get a closer look at the paint on her skin. He looked back at Henry for a second before darting through the crowd. He slows down as he got closer to her.

"Excuse me miss!" She turned and watched him as he slowly approached. At first she thought he was a child carrying a large plush dog or maybe a very short clown. But the closer he got, the more she realized he was neither. He almost looked like some kind of cartoon character. She had seen a lot of things during her time working with the carnival. She learned not to get too flustered by strange things.

"Yes, can I help you honey." She had a red robe on that was tied at her waist. She leaned back on her elbows and crossed her legs.

"I just wanted to tell you that I really enjoyed your show! By the way, my name's Bendy!" He stuck out his gloved hand and she didn't hesitate to shake it.

"Sasha, Sasha Miller. It's a pleasure to meet you and I'm glad you liked the show." He let go of her hand but continued to stare at the snake figure crawling up her arm.

"Wow, this is even more colorful up close! How long does it take you to do all of this?" Sasha looked a little confused until she realized what he was talking about. Before she could answer him, she noticed a man walking towards them with purpose. She smiles when she saw the giant teddy bear under his arm.

"Bendy! You shouldn't wander off like that. Thought I lost ya." The little devil turned to the man looking very apologetic.

"Sorry Henry. I just wanted to meet her. Oh, by the way, Sasha this is Henry. Henry… Sasha!" Sasha just smiles and waved at him. Henry let loose an exasperated sigh but didn't look too angry. "Ma'am." He bowed his head slightly.

"I was just askin' her about her paint." He waved his hand in her general direction.

"Um, buddy. That's not paint. It's called tattoos." A look of confusion crossed the little guy's face.

"What's a tattoo?" Sasha decided she could explain a little better. She pointed to the snake he was looking at earlier. It was green and gold and coiled up her arm to her shoulder.

"These drawings on my skin are called Tattoos. They are not made of paint. It's actually ink." As soon as she mentioned the ink, the little toon's whole demeanor changed. He had a shocked expression on his face, he backed up a few steps, and his hands began to shake. He even dropped his stuffed dog.

"I-Ink!? All of this is ink on your skin? Wha-why?" The poor guy looked like he was having a panic attack. Sasha watched as his friend tried to calm him down.

"Bendy? Bendy, what's wrong? Talk to me." Henry was rubbing his back but the poor guy began clutching at his head.

Sasha didn't know what was going on but she couldn't leave him like that. She reached out and grabbed his gloved hand, pulling him until she got him to sit next to her. "Here, sit down and breath. Relax or you're gonna make yourself pass out." Henry sat down next to him and continued to rub his back.

"C'mon buddy, talk to me. What's goin' on?" By this time, Bendy was shaking all over and he could feel the ink running down the side of his face. He took a few deep breaths to try to pull himself together.

Sasha noticed his black eyes would dart from Henry to herself. His eyes would skim over her. Each tattoo that he spied made him look more and more concerned. He seemed troubled by them and she needed to put his mind at ease.

"It looks like you have some questions. Tell you what honey, ask me anything you want. I'll try to answer them to the best I can." She gave him a reassuring smile and that seemed to calm him a little.

"You'll tell me the truth, right?" That question caught her by surprise but she agreed. It seemed to take him a minute to muster up the courage, but he hit her with his first question.

"Um, these are drawn on you with ink. Does that mean you can just wash it off later?" He looked so hopeful at that thought that she had a feeling that he wasn't going to like her answer. A quick look at Henry's face told her he was thinking the same thing.

"Well honey, it's not drawn on my skin, but is just underneath my skin." She rubbed her arm to get her point across. "It will fade a little over time, but no amount of water will wash this off. It's permanent." A look of absolute horror crossed his face. He was shaking his head and looked back at his friend to see if she was telling the truth. Henry gave him a small nod. He turned back to her and cringed.

"H-how?" It was the only word he could seem to utter. His non-existent throat felt like it was closing on him.

"A tattoo artist used a pen with a small needle on the tip. It's attached to a machine that makes the needle move in and out really fast. The artist presses it to my skin where it pokes and releases a small amount of ink into my skin." Bendy was looking at her with a mixture of fear and concern. He wasn't shaking as much, but she noticed he was wringing his hands together.

"Did it hurt?" The question was asked so softly that she almost missed it.

"When it first starts, it does hurt a little. After awhile, I kinda feel numb and it doesn't hurt as much. It could take a few hours to complete a large one but the end result is beautiful." She ran her fingers over a dove with a red rose in its beak.

The little toon just shook his head. How could she be proud of that? She had ink all over her body that'll never come off. How could she be alright with that?

The look on his face told Sasha that something else was still bothering him. She reached out and gripped his hand, giving it a soft squeeze to get his attention. "Now honey I can tell you have another question. Go ahead and ask." His little shoulders slumped and he had a look of guilt on his face.

"Did someone… force you to do this?" That wasn't the question she was expecting. Henry had a look of shock on his face before it morphed into understanding. Sasha suspected the little guy's friend knew what this was about. She was curious but felt it was best to answer his question.

"No one forced me to do this. I chose to get these tattoos. You see, when I was a little girl, my dad was a navy man. Every time he came home, he had a new tattoo on his arm or his back or chest. It drove my mom crazy but I thought they were beautiful. I promised myself, then and there, that when I got older, I would get my own tattoo." She had the toon's undivided attention so she pressed on.

"At the time, it wasn't proper for a woman to get a tattoo. I had to hunt high and low to find a man brave enough to attempt it." She chuckled, gesturing to herself. "I finally found someone. He was a big burly guy. He tried to talk me out of it at first, but I wouldn't budge. He relented and I got my first tattoo." She pointed to her shoulder where a heart with two swords crossing in front of it rested. "After that, I was addicted. Every few months or so I would come back to him and get a new tattoo. Because of what I did to myself, I got a lot of snide remarks and it was hard for me to find a job, but I found a carnival that was happy to take me in. With my particular talents, I was a real crowd pleaser. My mom wasn't pleased at first, but she accepted it after awhile. As long as I was happy, that's all that mattered to her."

Bendy couldn't believe it. She was covered in ink and she was happy. She didn't regret her choice at all. That thought alone calmed him down.

"Now as much as I like this snake-" she pointed at a dragon that was coiling up from her ankle to her thigh. It was red and black and it was breathing fire that disappeared under her robe. "this dragon is my favorite!"

Henry watched as Bendy began to smile again. The man was glad for that. That last question really worried him. It took him a minute to piece together what was really bothering his friend. When he finally got it, he was hit with a wave of sadness and a little anger.

Sasha spent a good twenty minutes regaling the little toon with funny stories of people's reactions to her tattoos. She had to admit, it nice to see the little guy cheerful again. She was halfway through another story when she heard someone calling her name.

"Sasha! Sasha, where are you?!" A heavy set man was running through the crowd. He was puffing and looked out of breath.

"Over here Robert!" Sasha waved her hands to get his attention. The man looked relieved and ran over to her. She patiently waited for him to catch his breath before asking him if something was wrong. "The next show is about to start in ten minutes!"

"Oh shoot, I hafta go!" She got up from the table and walked over to where Bendy dropped his plush dog. She picked it up, dusted it off, and handed it back to him. She gave him a warm smile and placed her hand on his head, between his horns. She looked both Henry and Bendy in the eyes. "You take care and enjoy the rest of the carnival." As she walked back to the tents, she called over her shoulder. "Make sure you stay for the fireworks later!" And with that, she was gone.

Henry sighed softly and gave the little toon a one arm hug. "Hey buddy, you feelin' better?" He could feel Bendy nod against his side.

"You…were thinking of Sammy just now, weren't you?" He could feel his friend's body stiffen. It was quiet for a few seconds before he finally answered the question.

"He spent all that time covered in ink. He said it felt like a prison. It drove him nuts, Henry!" The corners of his eyes glistened with tears. "He couldn't get it off of him! He begged and did terrible things but it still clung to him…" He reached up to rub at his eyes with the back of his hands. "You don't know how many times I watched you wade through those flooded hallways and prayed that the ink wouldn't stick to you too. That it wouldn't crawl up your body and cling to YOUR skin! Then I'd loose you to madness too! I don't think I could handle that…" The little demon sniffled and buried his face into Henry's side.

The man was stunned into silence. He had no idea his friend was worried about that. Although looking back on it, he remembered times where Bendy would ask him to get the ink off his hands as soon as possible. If a particular hall was really flooded and Bendy was in his monstrous form, he would just pick him up and carry him across. Henry thought he did that because he was hurt or tired. It didn't even cross his mind that he feared the ink affecting him.

"Oh buddy-" he hugged him a little tighter. "I wish you had told me instead of keeping it to yourself. You don't have to worry about that anymore. We made it through that nightmare and we're safe." Bendy looked up at Henry with a watery smile on his face. The man reached down and wiped away a few stray tears.

"Now c'mon, lets grab somethin' ta eat. I'm starvin'. How does a hotdog with extra mustard sound?" The toon perked up at the mention of food. He nodded and they headed back towards the food stands.

Henry and Bendy tried out a lot of the tasty treats the carnival had to offer. They had fun with the various rides, including a very large Ferris Wheel. The little toon loved that because he could see everything from the top of the Wheel. There was even a maze cut out of a cornfield near the fair grounds. They got lost a few times but had a lot of fun figuring it all out.

As the day faded into night, the crowd gathered near the center of the grounds. Bendy was sitting on Henry's shoulders. Everyone was listening as the owner of the carnival thanked them all for coming.

"Thank you one and all for joining us on this beautiful day! We'll now end today's festivities with a wondrous fireworks display!" The man raised his hands into the air, rockets flew into the sky, there was a thunderous BOOM!, and a few seconds later the sky burst into bright colorful flowers made of fire.

This was a first for Bendy and he was awestruck. The rockets were loud like thunder and it made him jump the first time he heard it. By the time the sky filled with flash and color, he forgot all about the loud sounds. It was all so… beautiful.

Ten minutes later, Henry and Bendy were heading to the car. They were both tired, but it was a good kind of tired. They had a day full of food and fun. It was the best time Bendy had in his life. How the little toon talked Henry into carrying both stuffed animals under his arms, he'll never know.

Henry noticed the little toon was very quiet as he continued to carry him on his shoulders. He thought maybe he fell asleep until he felt the little toon's arms wrap around his neck.

"Hey Henry?"

"Yeah buddy?"

"Today was so much fun! Thank you… for everything." Henry let a soft smile tug at the corners of his mouth. He knew he was being thanked for more than just their day out.

"You're welcome bud."