A one-shot that came from a discussion on Tumblr about whether or not Gwen had a crush on Mr. Bates in series 1. Thank you so much to a-lady-to-me for all her help with this one!

Gwen walked between Mr. Bates and Anna as they headed towards town to view the progress on the fair that was going to be arriving soon. She had overheard them in the servant's hall talking about the festivities and had eagerly asked to join them when they had decided to head into town to view the preparations. In truth she was eager to spend more time with Mr. Bates. He was quiet and kept to himself but he was always nice to her. She smiled as she remembered his kind words when she had broken down a few weeks prior about her future and leaving service. She knew most of the other servants would have just told her to carry on, but Mr. Bates listened to her and offered her advice. Sometimes he would smile at her when she spoke to him and she would find herself blushing and excusing herself as she felt a quiet flutter in her stomach. He never gave any indication he felt anything but friendship for her, but Gwen sometimes imagined him taking her hand in his and declaring his feelings for her. She was brought out of her daydreams by the sound of pounding hammers and raised voices.

She looked around the square which was full of tents and booths. "When does it open?"

Mr. Bates spoke up, "Tomorrow afternoon."

Gwen looked at him, excitement in her voice. "Well let's get up a party in the evening, if Mrs. Hughes lets us, after we've had our dinner?"

Anna spoke up, "Right, it doesn't come often and it doesn't stay long."

Gwen looked back at him, "What about you Mr. Bates?" She asked hopefully.

"I don't see why not." Gwen couldn't help the smile that crossed her face at his words. She looked up at him happiness in her eyes. She knew there would be a whole group of them going tomorrow, but she was looking forward to spending the evening in his company. She continued to smile and walk with Mr. Bates only stopping when Anna mentioned that she had seen Lady Mary and was going to speak with her and that she would meet them back at the house. They said their goodbyes and headed away from Anna. They were on the road back home when Gwen spoke up again.

"Have you ever been to a fair, Mr. Bates?" He looked down at her and offered her a brief smile.

"I have, but it was a long time ago. How about you, Gwen? Will this be your first fair?" Gwen blushed a little at him using he given name. It was proper for him to do so of course, but there was just something about the way he said it that made her heart beat just a little bit faster.

"My parents took all of us to one years ago, but I was very young and barely remember it."

His eyes were distant for a moment before he spoke, "They can be a lot of fun though, especially if you are with the right person." He cleared his throat and glanced at Gwen, "Or the right group of people as the case may be."

Gwen smiled and walked next to him, his words echoing in her head. She knew she would have a lot of fun tonight, especially with Mr. Bates joining the party.

Gwen finished buttoning up her coat and entered the servant's hall. Mr. Bates was sitting alone, a book open on the table in front of him. She cleared her throat and he looked up. His eyes looked past her for a moment before settling back on her. Gwen spoke up.

"Daisy, William and Thomas are already outside Mr. Bates, Mrs. O'Brien has to stay behind because Anna is feeling unwell and Mrs. Hughes won't be here either."

She noticed him frown slightly. "Anna is unwell?"

Gwen nodded, "She came down with a cold and Mrs. Hughes demanded she go to bed."

She watched as he nodded and looked down at his book, appearing lost in though. She frowned, "You are still coming though, aren't your Mr. Bates?"

He looked up at her. "I'm afraid not Gwen. His Lordship has reminded me of some tasks I need to complete and he would like them done tonight."

Gwen looked around for clothes or sheets of paper indicating the tasks he was talking about, but all she saw on the table was his book and an empty tea cup. The tasks couldn't be that important if he wasn't even working on them at the moment. She looked back at him, forcing a smile. "I understand Mr. Bates, I am sorry you won't be able to join us."

He smiled at her. "I'm sorry as well, but you go and have a good time with everyone and eat a toffee apple for me." He closed his book and stood up, reaching for his cane. "I should get started on those tasks before it gets too late."

Gwen nodded, "Yes I should go as well, everyone is waiting. Good night Mr. Bates." She turned and walked out of the servants' hall, fighting to hide her disappointment at the turn of events.

Gwen walked down the hallway towards the kitchen. The fair had been pretty disappointing, first with Anna and Mr. Bates not attending and then William leaving early because of Thomas and Daisy. She had followed quickly after William, wanting to make sure he was okay, however he wanted to be left alone, so Gwen had made the walk back by herself. She had decided to just head to bed when she realized Anna probably hadn't eaten anything so she decided to bring her friend a tray. She entered the kitchen, startled to see Mr. Bates in there as well. He looked equally surprised to see her.

"I wasn't expecting you back for some time yet, how was the fair?"

Gwen shook her head, "Not very exciting I am afraid, I decided to come home early."

"I'm sorry to hear that." He then turned to look at the counter behind him.

"Are you looking for something Mr. Bates?"

"Not at all, I was feeling a bit hungry earlier so I decided to come down for a snack, and I just wanted to make sure I cleaned up properly, otherwise I would have the wrath of Mrs. Patmore coming down on me."

Gwen let out a chuckle. She started to speak but noticed something on his jacket. It looked like a flower, she pointed to his jacket. "Is that a flower petal on your jacket?"

She noticed a quick flair of panic on his face before his features rearranged themselves. He glanced down at his jacket and plucked the petal from the material. "I guess it is, I decided to get some fresh air earlier and I must have picked it up from outside." He started towards the door, "Well I have some things I must take care before turning in. I bid you a good night."

She smiled at him. "Good night Mr. Bates."

She watched as he walked out of the kitchen, and then turned to start preparing a tray for Anna.

Gwen opened their bedroom door, tray in hand, but stopped short when she noticed a similar tray was already on Anna's lap.

Anna looked up, "Your back? How was it?"

"Fine, I came back with William after Daisy broke his heart. " She lifted the tray slightly, "Well I brought these for you, but I see you're all taken care of."

Anna nodded, "I am, very well taken care of." Gwen watched as she opened the napkin and broke apart some bread. She noticed the flowers on the tray, and realization dawned on her. They were the same type of flower that she had noticed on Mr. Bates jacket. He must have brought the tray up to her, and that was when he had gotten the petals on his clothes. She glanced at the tray again, noticing the attention to detail. He had taken care with it and judging by the smile on Anna's face the care had been appreciated.

Gwen shook her head a bit, smiling to herself. It all made sense now. Mr. Bates agreeing to go to the fair only after Anna had agreed to go and deciding not to go after hearing Anna had fallen ill. She thought back to all the times she had seen them sitting next to each other in the servant's hall or walking side by side on the way home from church on Sundays. Even the day before when Gwen had come upon them talking about the fair, in the empty servant's hall their chairs had been close together and they had been talking quietly. Gwen felt quite foolish now, inviting herself along on their excursion. It all made sense now; they were keen on each other. She smiled at her friend.

"Did Mr. Bates bring you the tray?"

Anna glanced up, "He did."

Gwen smiled at her, "That was very nice of him." She grinned even more broadly as a blush appeared on her friend's face.

"He's a good friend."

Gwen put the tray on the table and sat on her bed, "Do you have feelings for him?" She already knew the answer, but she wanted to hear it from Anna.

Anna looked down at her tray before looking at Gwen a beautiful smile on her face, "I wanted to tell you Gwen, but I thought I was being silly and I wasn't sure if Mr. Bates felt the same way, but then he brought me the tray and the way he looked at me, well I think he has those same feelings."

Gwen smiled, her crush quickly forgotten in her happiness for her dearest friend. She reached over and placed her hand on Anna's.

"I'm very happy for you."

She got up to prepare for bed, glancing back at her friend, who was smelling the flowers Mr. Bates had given her. She smiled at the thought of them together and hoped that someday she would find someone to take care of her like Mr. Bates had taken care of Anna.