A/N: Sorry for the billion characters in this, I'm never doing that again lol

The smell of fried food, melted cinnamon, and sweat is embedded in the hot, sticky air. Under the shadow of the tent roof, Jace has whipped out a wad of bills and is rifling through them to pay for their tickets. Jem can't imagine his motive, except maybe, a desire to impress Clary, who's standing next to him and conspicuously squeezing his hand. It doesn't matter anyway. It's early June, and with their junior years drying up like the grass, none of them have much cash on hand. Most of it's been spent on heels, tuxes, and corsages for prom.

Will's arm is casually draped around his shoulders, and he's leaning half of his weight on Jem, as if he doesn't have two perfectly good feet to support himself. Jem lets him, because he might enjoy it, just a little.

"How old were we the last time we came?" Jem asks. "I wonder if the rides are still going to seem fun."

"Don't worry," Will replies, "They never do repairs on them. They'll be fun alright."

"I'm not going on anything that risks life and limb," Jessmine interrupts. Her hair is prettily ironed in blonde curls, and she adjusts a ringlet over her shoulder. She looks like a doll. A very pouty doll.

"My advice for you then: don't take a step inside in that park." Will throws a side glance and a grin Jem's way. He earns a split second smile and that's it.

"Why'd you come Jessie, if you don't want to go on the rides?" Tessa asks.

"I'm going shopping obviously. They sell the cutest woven jewelry here. No that any of you would have enough sense to notice that."

"I really don't know why you hang out with us," Will agrees. "You're clearly the most special."

Jessamine frowns, but before she can get a word in, Jace and Clary walk out from under the tent. There's a smug smirk on Jace's face that makes any guilt Jem was feeling about letting him pay evaporate. Clary's freckles stand out brighter than usual, and Jem wonders if they'd kissed while the rest of them had been arguing.

"Here, everyone grab a ticket," Jace says. The little orange stubs are the same ones Jem remembers clutching in his sweaty, elementary school palm. Simon has to shove his way through their tightly knit circle to get access. "Where's Magnus and Alec? Blowing each other in the bathroom?"

"We're right here," Magnus replies, disgusted, and walking around the side of the car with his boyfriend.

"Oh," Jace says. "That's good."

Magnus practically rips his ticket while snatching it from Jace's fist. He plants a kiss on his boyfriend's hair and says, "Well what're we doing loitering. Let's go in already."

Jem ends up right behind Will as they're pushing through the turnstile, and he steps into a scene that seems like a dream. It makes sense: he's sure he's dreamed about coming back here before. There's something utopian about the whole skyline of the County Fair. The rows and rows of tents, inviting passerbys with neon flashing lights. The old square barn jutting out and the swirling paths of roller coasters, painting the sky like a balladeer's symphony. The fair's most famous attraction-"The Time Machine"- spins its massive wheel, forty feet high in the air.

"Wow," Jem says. He would have forgotten to keep walking, if not for Will appearing at his side and nudging him forward. Their shoulders mold together in a way that should be completely innocent, but Jem's imaginative mind flutters off into tangents sometimes.

"Remember when we used to go to the stadium and watch that country band," Will says, "With the cowgirl lead singer who had her hair in a bunch of braids."

"I remember," Jem nods, feeling a warmth spread through his body. He's not sure if it's from the memory, or just from being here again.

"You loved them so much. You'd be practically falling out of your seat, trying to get a better look."

"You noticed that?" Jem asks. He's slightly embarrassed for his past self, but he's even more preoccupied with the idea that past Will had been watching him so closely. Over the last few weeks, a part of him has become so sure of Will asking him to prom. That this was going to be the year to eclipse all other years, where they finally resolve the tension that's been pulling taut between them.

Clary halts their pack when she turns off the path and wanders into a line for a food cart. Jace follows her, and for some reason, Magnus and Alec stop in the middle of the river of people. Simon walks straight into Alec's back and his glasses are knocked askew.

"Hey!" Alec says, head snapping over his shoulder. "Watch where you're going."

"I-I can't see anything." Simon drops to his knees to feel out his glasses on the garbage-littered ground. It's almost too pitiful to witness. Jem bends down to scoop up the glasses and takes hold of Simon's wrist, pressing them into his palm. Simon pushes them back on, crooked. "Thanks."

"What the hell are you doing?" Will asks, sidestepping Magnus and talking to Clary.

"I just wanted to get a funnel cake." She glances over her shoulder, as if looking at her boyfriend for back up.

"Do it later," Tessa says. "Lets go on the ferris wheel."

"You mean shopping," Jessamine says. "You pronounced it wrong."

"Ferris wheels are cliche. Alec, you and I have to go on the bungee cords together." Magnus pulls Alec in by the waist, and Alec flashes one of his rare, genuine smiles. When he meets Magnus's eyes, it's like the rest of the world falls away. Jem imagines he looks similar whenever his eyes fall on Will, though hopefully it's not so obvious.

"The only place I'm going is shopping," Jessamine says.

"Stay with me," Clary tugs on Jace's sleeve. "I'll share my funnel cake with you."

"So are we splitting up?" Jem asks, disappointed.

Magnus snaps and points a finger gun at him. "You've got it Fred."

"If he's Fred, I'm Daphne." Will throws his arm around Jem's shoulders again, and Jem resists the urge to shiver. Will has this perfect tone to his arms from years of pitching in baseball. "And Magnus is Velma."

"The only member of the gang you'd be is Scooby Doo," Magnus says. "Or the long skinny one with the scraggly beard."

"Shaggy? Come on, we all know Simon would be Shaggy."

"I'm the only one who has glasses." Simon taps his plastic black frames to prove his point. "I'm Velma."

"And I'm leaving," Jessamine huffs. "Goodbye." Without another second's hesitation, she swivels and heads straight into the racks of vintage fabrics and purses on hooks.

Magnus takes hold of Alec's wrist and cranes his neck to survey the fairgrounds. "Anyone who wants to go on the bungee cords, come with us." As soon as he locates where they are; he, Alec, and Simon all disappear into the throng of people.

"You said you wanted to go the ferris wheel, Tess?"

Tessa's head jerks to the side to meet Will's eyes. She grimaces and her cheeks flush a light pink. "Sorry, I've just never been on it before. I didn't grow up in this town like the rest of you."

"It's alright," Jem says. "There's a great view at the top and the rides are pretty long. You'll love it."

The three of them break away from the food cart and trudge through the fair to join the line at the Time Machine. This was the annoying part, Jem remembers. The impossibly long waits. Will hops up on one of the metal rails that encase the line, and swings his legs like a kid on a swing.

"Are neither of you going to prom?" Tessa asks, breaking the silence. Jem has to admit, she looks very nice today, in her plaid skirt, blue button down, and headband nestled in her wavy hair. Will, of course, always wins best-dressed in Jem's opinion. And no, Jem doesn't need to be told how far he's fallen.

"Probably not," Will replies. He's moved from picking the rust off the metal bar to picking the rust out of his nails. "I never like those dances that much. They're boring and slow, plus the proctors always force us to keep it PG."

"They're such villains," Jem says, rolling his eyes.

Will grins at him. "Give me an after party, and I'll be there."

"I think it's sweet. If you're in a relationship with someone and you do those slow dances together." When Tessa smiles, her gray eyes twinkle like fairy dust and dreams and whatever else romance is made of.

Will-who almost always has to get a word in about everything-shrugs. Jem wishes he could read his expression. They're moving to the front of the line though, and the worker is waving them toward an empty car. Will strides inside and Tessa files in after him but when Jem tries to follow, a leathery-looking hand swings in front of his face and signals him to stop.

"Only two per car," the worker says.

"Oh, sorry." Jem steps back. Will and Tessa haven't taken their seats yet in the car, and Will is gazing at him over his shoulder like he's about to get off. Jem says, "You two should still go. Tessa needs to try this out at least once."

"Are you sure?" Tessa asks.

Jem smiles reassuringly at her. He knows he could ride with some stranger, but the prospect doesn't hold much appeal. While the worker shuts his friends into their car, Jem steps off the platform and exits via the stairs. The fairground is bustling like before, but now that he's alone, it seems more intimidating. He mulls over his best bet at finding someone, then starts on his way.

As expected, he ends up spotting Jessamine in the market area. She's waiting to pay for a handful of bracelets. "Oh God," she says when she sees him. "If you're here, that only means one thing." Jessamine goes on her sandaled tiptoes to look over his shoulder, but as Jem imagines, she's disappointed. Relieved would probably be more accurate.

"Will's riding the ferris wheel with Tessa."

"You let them go together?" Jessamine looks an unholy hybrid of surprised and disdainful. "You're nicer than I thought."

"What do you mean?" Jem asks.

She shakes her head and turns toward the checkout counter. After she's done paying, they run into Magnus and Alec, who have just stumbled out of the bathroom. Magnus's cheeks are strawberry red and Alec's hair is disheveled and tangled, like it'd been getting yanked on from ten different directions. Jace's earlier assumption probably hadn't been too far off.

"Where's Simon?" Jessamine asks, sounding maliciously amused. "Did he lose his glasses again?"

"No idea." Alec scrubs down his hair, only managing to make it messier than before. Magnus watches him, smirking. "Um, do you guys want to grab smoothies or something?"

"We should probably head back to the ferris wheel before we lose anyone else," Jem says.

When he turns around, the Time Machine has swallowed the skyline. Revolving at a rapid speed, it looks like a swirling black hole, a gaping maw, or something equally as malevolent.

Jem blinks. He doesn't know where that wave of negativity came from. Everything in his life has been going easy, as of late. Like floating down a rolling river. He and Will have been growing closer than ever, if that's possible. Just a few days ago, they'd been studying for finals at Jem's house and laughing about some stupid photo in the textbook. And suddenly they'd found their faces very close and all laughing had ceased. They'd broken eye contact too soon, but Jem's not flighty enough to ignore the obvious signs. He's not arrogant either. He knows for a fact they're teetering on the edge of something. He knows Will.

As they close in on the ferris wheel, they fall into its large shadow and Jem tilts his head back to gaze at the top, where sunrays invade every car that passes. There's a woman with her arm around her son, two young girls clutching each other fearfully, and when Will and Tessa pass, it's like a scene out of a movie. They're on opposite benches, but their bodies seemed to have gravitated toward each other in a heart-shaped silhouette, their lips locked.

At first Jem can't feel anything. Except a dull pain buzzing somewhere in his chest. It starts stinging very quickly though, hurting exponentially more than Jem thought it would. But then again, he's never really lingered on the possibility that he and Will might not be together. It might seem naive to most people, but Will is the only sun Jem's ever revolved around. He'd believed the feeling was mutual.

He doesn't even get time to collect himself, because that was the wheel's last revolution. They're unloading the cars, and Jem glances at the rest of his friends. Were they talking before? They're quiet now. Jem can't think correctly. Will and Tessa are heading toward them and there's a thumping panic in his chest.

"Hey, you guys are already here," Tessa says. Her face is glowing, fresh and vibrant. She's not like all the other girls Will's fooled around with and flipped through like a deck of cards. She's Tessa, and she's one of their closest friends. If Will had kissed her, Jem's sure he'd meant business. "I'm really sorry you had to miss it Jem," she's saying, "It was amazing."

"No problem. I'm glad you liked it." Jem does his best to keep his voice even and his expression normal. It's not like he can hold anything against her. She hasn't done anything wrong. He's the source of all the jealous toxicity, seething in his blood.

"Where's Velma?" Will asks.

"I'm texting everyone else to meet us at the Twister." Alec is hunched over his phone, thumbs flying. "This crowd is stifling."

They start moving, and it's a miracle that Jem's legs are working. It feels like he should've shut down by now, but his body just keeps dragging on. Will glues his shoulder to him as usual, but this time it makes Jem's stomach flip. Tessa comes up to flank Will's other side. "You should've been there," he tells Jem. "We missed you."

For once in his life, Jem finds it hard to muster one of his carefree smiles. He usually gives them out like they're breaths in his body. On the other hand, Will is looking perfectly cheerful. No qualms about lying to his best friend's face.

"What'd you do while we were gone? Did you go on any rides?"

"I found Jessamine," Jem says.

"Great," Will snorts. "Let's lose her again."

Jem's smile is a mere twitch of his lips, which Will doesn't miss. He raises his eyebrows, then wraps an arm around Jem's shoulders, pulling him close. Thankfully something Tessa says steals Will's attention, because Jem isn't in the mood to slough through a conversation. He slows down and falls out of pace with the other two, Will's arm consequently slipping off of him. He joins Magnus and Alec in the back of the group, and to his surprise, they break apart to fit Jem between them like a puzzle piece.

Will throws a glance over his shoulder. His expression is a portrait of concern. "James?"

It's probably the first time Jem has ever moved away from Will's touch. He's relieved when Tessa distracts him again, enough to pull his gaze forward. Immediately, Alec leans into Jem's ear and whispers, "I can't believe him." Magnus squeezes his shoulder, as if agreeing. "We can totally go and get smoothies to make you feel better."

"You and your smoothies," Magnus mutters, shaking his head.

"No, I'm alright," Jem says. He's curious how long they've known about his crush on Will. He'll probably find it embarrassing later, but right now he just doesn't want to talk about it.

Jace, Clary, and Simon meld with their group while they're walking, and there's a brief question of where they should go next. Will produces an easy solution.

"Stadium. There were signs saying a country band was playing there. "

"Sure, that sounds cool," Clary says.

Will meets Jem's eyes and Jem holds his gaze for a few seconds to create the illusion that everything's fine. Then he breaks away.

Hearing their music again, Jem questions how he'd forgotten the sound in the first place. The lead singer is definitely the same woman, though there are a few strands of gray in her hair now, and the cowhide of her hat has faded. It reminds Jem of how much time's passed. He'd still had a crush on Will, even back then. Closing his eyes, he folds his arms on the barrier in front of their seats and rests his chin.

They go to a barbeque place after it ends. It's right next to the carousel, so there's a soundtrack of twinkling bells playing in the background. The outdoor tables are quickly filling up with spectators from the stadium, so a few of them reserve while the rest of the group takes their orders at the counter. Jessamine seats herself much too close to Jem. He wants to scoot away.

"Well?" she asks.

Jem just blinks at her. "Is something wrong?"

"Ugh, you're as annoying as Will sometimes. If you really don't have a plan of action, then I'll make one for you." Jessie flicks her hair over her shoulder and subtly tilts her head toward the next table. "Do you see that red-headed hunk over there? Get up and flirt with him."

It takes Jem a second to understand what she's suggesting. And as soon as he does, he can't help chuckling. "Are you insane?"

"Do you want Will to get into your jeans or not? He's as jealous as they come Jem, especially about you."

"She's right you know."

"So you're a part of this too?" Jem directs a disapproving look across the table where Alec is seated. "Can't we just leave it alone?"

"No, because Will doesn't realize how blind he's being." Alec sounds matter-of-factly. "You two are perfect for each other."

"I shouldn't need to do something outrageous to get his attention," Jem says. "If he ever does come to me….it should be natural. And since he's obviously focused on someone else, you're wrong. We aren't perfect together."

Jessie is in mid-scowl when she loses her ferocity, her features dampening like a cat left out in the rain. Alec's expression morphs as well.

The rest of their friends return carrying trays of fries and burgers wrapped in greasy wax paper. Will comes right up to Jem and throws a leg over the bench between him and Jessamine, inserting himself at his side. Jem perks up a little, but only out of habit. Then he remembers. A basket of onion rings is dropped down on the table and Will pushes it toward him.

"Here," he says. "I know these are your favorite."

"Thanks." In all honesty, Jem doesn't think he can swallow a bite. He picks one up anyway and stuffs it in his mouth.

Will's brilliant blue eyes are scanning his face, making him want to bury it in his arms so he doesn't give anything away. "If you want to go home, just tell me okay? We can ditch everyone else and I'll bus with you."

The chewed up onion ring feels like a lump of clay as he swallows it down. "What makes you think I want to go home?" Jem asks.

"I don't know...you just weren't too excited at the show. At least, not as excited as I remember you being."

Not everything's going to stay the same forever. Jem wants to desperately clutch Will's arm and inform him of this like it's the most important thing he'll ever learn, but he knows it'd be stupid. He's already so vulnerable.

"I guess I'm just tired."

He must look the part, because Will seems convinced enough to relax. He plucks an onion ring off the tray, holds it next to Jem's mouth. The fried crust crackles when Jem hesitantly parts his lips. Will pops it in all at once with a smile. Jem swipes his palm across his chin to clear off the crumbs, his cheeks burning. At this rate, he'll probably be mooning after Will for the rest of his life.

He gets a look at Jace and Clary in his peripherals. They're feeding each other too, but when Clary slides a fry into his mouth, Jace takes the liberty to close his lips around her fingertip and suck off the salt. She pulls it out, giggling. Jem's pleasure at being doted on vanishes. He wants that, not just a bizarre friendship, because he doesn't think he can stand watching Will with his hands all over someone else again.

"I just want to see if it's open!" Clary keeps on insisting to Simon's grumbled complaints. Jace also doesn't look too enthusiastic, but he hides it well and studiously holds her hand. They turn the corner, and Jem's stomach pitfalls. Clary runs forward with a gasp of delight.

"Is this open right now?" she asks the ride attendant.

The attendant scratches the back of her head and glances down at the line of swan-shaped boats bobbing in the canal. "I mean, yes of course ma'am, but no one really-"

"Can we ride?" Clary sweeps her arm across the rest of the group who have timidly approached behind her. Simon grimaces. "Me and my friends?"

"Well of course you can ma'am. Two per boat though, unless you want to capsize."

"You read my mind," Simon mutters.

Jem sticks his hands in his pockets and walks closer to the edge of the dock, observing Jace and Clary as they're loaded onto the first boat. After they settle in, Jace takes control of the pedals and spurs them toward the scarlet red Tunnel of Love, into the inky blackness of its guts.

"Who's next?" the attendant asks. Magnus and Alec come forward.

Belatedly, Jem realizes the combinations of partners that remain. Will is standing between him and Tessa, just where he always seems to be, and Jem doesn't want Will to choose which person he would rather go with. Because he's sure he already knows what that choice will be. As soon as the attendant finishes buckling Magnus in, Jem seizes Simon's jacket sleeve and hauls him forward.

"We'll go together," he states.

"Um, ok?" Simon's total confusion doesn't stop him from being a good guy. Jem's lucky to have him as a friend. He obediently hops into the boat after Jem, and they plop down on the seat together, even though it makes their shoulders squash. The chunks of yellow foam pouring out of the leather leave fragments on their clothing.

"You guys look cute!" Jessamine calls. Jem kind of wishes she'd shut up.

Will laughs. "Him and Simon?"

"Duh. Do you have a problem or something?"

Jem doesn't catch Will's response, because Alec and Magnus's boat takes off with a splash of water, the propellor blade under the rear feathers of their swan spinning like a top. "Just circulate the pedals to move," the attendant explains. Jem obeys and plants his feet on the slippery platforms. It works like a bicycle, and soon they're floating into the entrance of the tunnel, into light-swallowing darkness.

"Have a lovely ride together," Jessamine shouts behind them. As embarrassing as she is, and despite knowing he has no chance with Will, Jem feels a pang. He never would've thought she cared so much.

They're disappearing deeper into the tunnel and candles start appearing on sconces along the curved walls. They're so dim that they only light up a small radius around Jem's circle of vision, so he doesn't know how far ahead Magnus and Alec are or how far behind the next pair are. Which is probably a good thing. Except for the fact that there's an increasingly elongating silence surrounding their boat.

"So…" Simon clears his throat. "This is pretty lame huh?"

"Sorry I dragged you along."

"No, it's okay. It's not like I had any other better options."

Jem scoffs and shakes his head. "Thanks a lot."

"What I meant was Izzy's sick-"

"I know, I know. I was just kidding."

"You didn't want to go with Will?" Simon asks.

Jem can't discern whether his tone is knowing or not. So he grips the side of the boat with both hands and pretends to be interested in his bleary reflection in the water. "It's complicated."

"Alright, I can get behind that."

Quiet falls between them again, with only the sound of their breathing filling the empty space. Something makes Jem jump.

"Did you hear that?" he asks.

"Um." Simon's head swivels from side to side. "The Terminator? I don't think so."

"It sounded like an animal."

The purring echo reverberates against the moist walls.

Meoww.

A cat flashes in the candlelight as it scampers down the thin walkway along the tunnel's wall.

"Whoa!" Simon throws his body sideways for a better look. The boat wobbles precariously, so Jem hurls himself against the opposite side to balance it. "What's it doing here?"

"I don't know, but it shouldn't be running. That walkway doesn't go on forever."

The pinprick of light that is the end of the tunnel continues to swell until it's larger than either of them. And in the span of a single blink, the world becomes drenched in sunshine. Jem squints, unused to it and unable to see a thing. He does hear a loud splash though, like something heavy has been dropped in the water.

Once he gathers his bearings, he whips around. There's bubbling ripples emanating from a single spot behind them, and Simon is still pedaling them forward, increasing their distance from it. A kitten with matted whiskers pops out, just long enough to mewl helplessly before it sinks back down again. The bubbles stop appearing. Their boat is out of reach.

Jem has no idea where all his common sense has gone or why he's so hellbent, but he finds himself planting his shoe on the edge of the boat.

Simon shouts rings in his ears, "Are you freakin' crazy, what are you-"

Jem jumps off. He's engulfed with a dull thud by the warm and murky water. His eyes blink open to an immediate stinging sensation. Somehow, through the shimmering fuzziness, he manages to pick out an orange blur and starts kicking towards it. When he's within range, he scoops up the blur and carries it with him to break the surface.

The kitten coughs weakly and nuzzles closer to his chest. Jem, gasping for air, glances down at it. His eyes are burning from the dirty water, and the only thing that brings relief is squeezing them shut. He's out of it. Someone's shouting. He can't understand a single word, but he starts swimming toward the sound anyway.

Just as he's getting tired, arms scoop up under his armpits and heave him out of the water. Jem can only cough and cough, not unlike the wet bundle of fur cradled against his chest. It's meowing and twisting, and it leaps off of him. Jem's eyes strain open in time to see it darting away, thankfully toward the dry fairgrounds.

Too late, he realizes the presence of another body molded against his back. He glances behind him and despite every inch of him being soaked, his face feels hotter than the sun. He's practically sitting in Will's lap.

"Jesus Christ," Will says, sounding less worried than Simon had, and ten times more impressed. "Are you okay?"

"Of course I am." Jem smiles wryly. "You don't think I can handle saving one tiny kitten by myself?"

"Well you did need a little help."

With the sun beating down on them, it's a whole different world from the one inside the tunnel. One where everything is brightly blurred at the edges. Jem is melting in Will's arms, and Will doesn't mind at all. In fact, he seems to hold him tighter.

"You're definitely going to be a crazy cat lady when you get old," Will says, and Jem laughs. "But that was still pretty noble."

"I know," he replies with a grin. And Will's the one to laugh now.

A weak cough wracks Jem's chest and the pounding of feet interrupt their conversation. When Jem glances up from their spot on the ground, the majority of their friends have already gathered around them.

"You scared me death!" Simon shouts. Jem's surprised he hasn't fainted by now.

"God," Jace is tightly gripping a handful of his blonde hair. "When I saw you jump I thought you were gonna crack your head open on the bottom."

"I can't believe we missed it." Magnus tosses a sideways look at Alec. "We were getting off our boat. Damn."

"Well I'm glad Jem's near suicide was entertainment to you!" Jessamine's voice is shrill enough to split his eardrums.

"It wasn't suicide," Will says, scoffing. "Don't be so overdramatic."

"What did happen?" Tessa asks. "I was behind you, so I couldn't see."

"There was a kitten drowning in the water." Jem seems to be the calmest one of the group, which isn't abnormal. The thing is, he can't stop smiling. "So I jumped in and...Wait Will, how were you already on shore?"

"We had an odd number of people, so Jessamine and Tessa took the last boat."

Jem glances between the two of them. Will and Tessa. That was about the last thing in the world he expected, and it's not really bad news, but it shifts his mind on tracks that have no productive destination. They were the ones who'd kissed. Never him and Will. Deflated, Jem climbs off Will's lap and gets to his aching feet. It's not nearly as painful as one more second of being surrounded by Will's arms and Will's familiar smell.

"Now that Jem's-uh-taken a dip?" Alec winces. Pauses and shrugs. "We should probably go to a gift shop or something to get him a change of clothes."

"Or at least a towel." Will has stood up too and brushed himself off. He squeezes Jem's shoulder. For the moment, Jem's too exhausted to push his hand away.

Bathrooms never smell good. Especially filthy, public ones at carnivals. Unlocking the door of the stall, Jem adjusts the pile of waterlogged clothes he's carrying and leaves as quickly as he can.

He spots Will leaning against the outside of the building. He's wearing a red t-shirt which exposes his tan arms to the sun. The gift shop had had a collection of ugly shorts to buy, but their souvenir t-shirts were beyond expensive, so Will had loaned him his windbreaker. Jem has it zipped up all the way to hide his bare chest.

"Where the others?" Jem asks, approaching him. His hair is still wet, the fringes dripping and dampening the back of his neck, but he doesn't mind.

"They wanted to ride the train." Will juts his chin toward the nearby attraction. A fake train station, complete with a small ticket booth and mini-tracks. "I told them I'd stay with you."

"Thanks." Jem flashes him a smile. He can't meet his eyes for too long, so he looks around. "What do you think we should do?"

"The barn's just over there," Will suggests. "We can go and see the animals."

"Alright."

They rent out a locker first to keep Jem's soaked clothing in. And they stop again at a cotton candy machine, where Will insists on paying Jem's share. The roof of the barn offers a delicious shade from the heat, and to top it off, strong rustic smells hover in its air. Leather and boot polish and hay.

"Do you think that one's the runt?" Jem asks. They're propping their elbows on a wooden pen containing a mama pig and her litter of piglets. A chunk of cotton candy is pinched between his sugar-sticky fingertips. Will's fingers aren't much different.

"I think so. That's why the mother isn't giving it as much milk." He raises his eyebrows. "Are you planning on jumping in and saving it too?"

"No." But when Jem straightens up, it's with a frown. "I bet the fair employees feed it extra. It is sad though."

"Mmh."

They drift from fluffy bunnies to sleekly groomed horses, all the way to sheep lapping at their water trough. Their murmured exchanges are natural and light hearted, like the wool on the lambs. By the time they've finished seeing everything, the cotton candy has run out. Will balls up the plastic bag and shoots it in the first trashcan outside the barn door.

Jem's mouth tastes sickeningly sweet. He clicks his tongue against his cheek, spreading around the syrupiness, before he notices. There's raspberry blue tinging Will's lips. Jem stares.

Will is studying his face too. And just like Jem, Will's eyes fall to his lips. It's simple, really. A few inches of distance. Will closes it to kiss him.

His lips feel as soft and dreamy as the cotton candy, and Jem's floating on it, on candy clouds. Will's tongue darts across the slit of his lips, so Jem parts them to let Will taste him. Steady palms place themselves on either side of his head, holding him in place as Will's tongue licks deeper, and deeper into his mouth.

His fingers, Jem thinks, wanting laugh, He doesn't want to get sugar in my hair.

They break apart at the same time, as if sensing each other's need to breathe. Will chest is heaving hard and his cheeks are cherry red, like he's just won a marathon.

"Will you go to prom with me?" he asks.

For Jem, the ability to breathe has had the complete opposite effect. The spell has broken. He's shattering, into piercing shards that feel like they'll never be put together again.

A dry scoff tears from his throat. "Did Tessa say 'no' then?"

"What? What do you mean?"

If Jem didn't know any better he'd say Will was genuinely confused. But since he does know better, he hates Will in that moment. He really does.

"I mean you shouldn't ask me out an hour after your first choice said no. On the same outting, no less. It's god awful."

Jem usually prides himself on being cool and collected in situations like these, except where Will's involved, because then every rule goes out the window. At first he was incurably hurt. Now he's livid. He needs to get away. He needs to breathe. He spins around, but Will catches his wrist.

Jem whips his head back. "Can you stop fucking touching me all the time?"

Will flinches and retracts his hand. But he looks as furious as Jem. "And who the hell was my 'first choice'. Care to share? Because I'm honestly curious."

"Oh sorry, is it national makeout day?" Jem snaps. "Sorry for wrongfully accusing you then. You're good. Tessa, me...have you done Jessie yet? I think she's feeling left out."

Will's face pales.

"That's what I thought," Jem says, the color leaking out of his voice and leaving something dismal and gray in its place.

"No, it's not what you think at all, you fucking idiot. Listen, listen--" Will reaches for his shoulders as Jem tries to turn around again, but he stops midway, hands falling to his sides. A hairline fracture cracks open Jem's heart, just large enough to make him pause.

"On the ferris wheel," Will starts. "Tessa told me she'd been really confused lately. About her feelings for someone else. And she admitted she used to have a pretty big crush on me, but with this other person in the picture, she wasn't sure what to think anymore. She asked if she could just kiss me, then it'd make things clearer."

Jem wants a reason to forgive Will. But his story is making no sense whatsoever. The only thing that's keeping him there is the desperation in his beautiful, begging eyes. God he's weak.

Will continues. "It did apparently, help her better understand herself. I was the only guy she'd ever felt attraction toward, and after our kiss, Tessa realized she only likes girls. Okay? Tessa likes Jessie-don't ask me why. I only want you."

Jem's hearing perfect English, yet he's still having trouble processing it. He'd already given up hope, and he doesn't want to experience its horrible, chest-wrenching loss again. As it turns out, it's not his decision. Of its own will, a burden is lifting off of him and a weightlessness is taking its place.

"I know I'm idiotic for waiting so long. But you're my best friend Jem. I didn't want to ruin things. It wasn't until recently that I even had a hint you might like me back, and since then, I've just been waiting for the right moment to..." Will trails off.

Jem knows what he means. The moment's not at all what it was supposed to be. Even so, his pulse is soaring, eagle high. He can hear it thrumming in his ears. His eyes dart down to the concrete, to gather courage, then dart back up again to Will's anxious gaze.

"Do you, um," Jem licks his lips, "Wanna go to prom?"

Will bursts into gorgeous, relieved laughter. "Very original. Did you come up with that one yourself?"

"Shut up. For once." Jem steps back into the circle of Will's space. It's his favorite place in the world, and for so long, he'd been sure it was where he belonged. He's so enormously glad that he was right. "Just kiss me okay?"

And Will leans in to obey. But he has to jam a word in of his own. Always.

"You really do look cute in my jacket."

Their mingled chuckles are a music box, opened for the first time.

"I know."

Somewhere behind them, the Time Machine keeps on twirling, its flashing bulbs lighting up the violet sky.