A/N- Haha, I'm so proud of myself! I finished writing this story in three hours, and every time I read over it, I like it more and more! That has neverhappened, I assure you. I'm incredibly proud of this story ^.^ Oh, and for you homophobes (lol) SLASH WARNING!!!!!

*Response to Phobia Challenge

Remus smiled happily to himself as he walked down the corridor, holding a pair of tickets in his hand. It was late--most of the staff were already asleep, but there was one man he knew wouldn't be. He reached the end of the hall just as said man was walking out of his room.

"Lupin," the man hissed when he saw him. "What are you doing out this late at night?"

"Good evening to you too, Severus," he replied with a smile. "Are you busy?"

"No," he answered simply as he crossed his arms, staring blankly at his colleague. "Why? What do you want?"

Remus held up the two tickets. "There's a carnival in Hogsmeade tonight, and I happen to have an extra ticket." He raised an eyebrow. "Interested?"

Snape rolled his eyes. "A carnival?"

"That's right."

"You do realize we'd have to sneak out at this hour, right? Can you handle breaking the rules?"

Remus just stood there holding the tickets, smiling and clearly unphased by his friend's attempts to push him away. Severus groaned as he took one of them.

"This is not a date," he muttered as he walked past the other man. "You hear me?"

Remus smiled a bit secretively, hiding another emotion within his warm chocolate eyes. "Whatever you say, Severus."

The colorful lights, the festive atmosphere, the questionable food...Remus had to admit he truly loved carnivals. His reluctant companion, on the other hand, he wasn't so sure of.

"Here, have a corn dog," he said as he handed his money to the miserable looking man. "Go on, try one. They're good."

"I don't see a point in this," Severus muttered.

"Well carnivals are all about finger food on sticks, which if you think about it is really weird--"

"Not the food," Snape hissed as he snatched the corndog from the frightened vendor. "What I meant was why are we here together?"

Remus shrugged, not bothering to hide his amusement. "To get out and have fun."

"You call this fun?"

"We just got here, Severus. Let's try a game or a ride before you start complaining, okay?" He chuckled and continued to walk.

Sev sighed as he followed reluctantly, corn dog in hand. He looked up at the night sky, lit up by millions of stars hidden behind the fog of fluorescent lights, his eyes twinkling from the colors, reflecting ferris wheels and "funhouses" in the fathomless black. There weren't as many people there as he had expected, which was fine by him. He wasn't one for crowds, and looking at his companion, he knew he wasn't the only one.

"You have two choices: the horror house or that dart throwing game." Lupin smiled cheerfully.

"The darts one," he said, finally taking a bite of his, now cold, corn dog.

"Do you want to go first?"

"No."

Snape watched as Remus picked up a dart, aimed for one of the balloons, and threw the dart, missing by half a centimeter. He watched him repeat this process four times, feeling slightly more amused every time he missed. When the flustered man picked up the last dart, Snape sighed and threw his stick away.

"You're too stiff," he said under his breath. He went up behind Remus and reached one of his arms along the man's so that his own hand was covering Lupin's. He ignored the sudden increase in his heartbeat as he lifted the hand holding the dart. "It's a fluid motion. In, out."

Remus smiled to himself and closed his eyes, giving Severus full control of his body. The two inhaled together, pulled Remus' arm back, and exhaled, releasing the dart as his arm moved forward. Remus jumped when he heard the balloon pop. He opened his eyes and laughed.

"Wow, that really worked!"

Sev let him go and backed away a little to lean on the wall. "Mhmm."

He picked up a mini-hippogriff and smiled brightly, a slight blush bridging his nose. "Thanks," he said as he turned to Severus.

He nodded. "You really should smile more," he said, walking past him.

His blush deepened. "You think so?"

Severus was about to answer when he bumped into a man in a very colorful costume. "Try watching where you're......going....." he trailed off.

"Are you okay?" Remus looked between the two, unsure why his friend had frozen so suddenly.

"Oh, heh. Sorry about that, folks." The man was grinning wildly, like the Weasley twins would. He squeezed his large red nose, which made a -SQUEAK- sound, and hobbled away.

Severus remained frozen where he stood, eyes widened. His palms began to sweat and for a moment he couldn't breathe.

"Sev?" Lupin stood in front of him and gently shook him by the shoulder. "Hey!"

Suddenly the dark man gasped, refilling his empty lungs, and came to his senses. He grabbed a napkin from a nearby vendor and wiped his hands, not meeting the worried eyes of his fellow professor.

"Sev--"

"No," he snapped. "I'm fine, alright? I just...lost focus on reality for a moment." He crossed his arms. "So what next?"

Lupin didn't appear convinced, but he knew that if Snape wanted him to know, he would've known yesterday. He shrugged. "Dunno."

"Hmm...have you ever ridden a goldenhippogriff?"

Now it was Remus' turn to freeze. "N-no..."

Snape smirked. "Well you will tonight."

The two made their way to a middle-aged woman wearing a Victorian age gown, standing beside a giant sign that was flashing "Once in a Lifetime!! Ride the Rare Golden Hippogriff, Aleks!!" Snape handed the money to her and bowed respectfully to the hippogriff, Remus following suit. Once the two were mounted, Aleks made a run for it and kicked off the ground, soaring high above the festivities.

Remus held on tightly to Severus' waist, his face buried in the man's back. He was trembling slightly. "Okay, you had your fun," he said quickly. "Can we fly down now?"

"Not a chance." Sev smirked again as he made the creature dip suddenly, causing Remus to scream like a school girl.

"S-Seriously!" he whined. "G-Get us back on the ground!" He wrapped his arms around the man's waist. "Please!"

"Alright." He smiled to himself as he guided Aleks gently to the ground. As soon as they had safely landed, Remus dismounted and walked a few meters into the forest before bending over a bush and vomiting.

Snape watched him from a distance, part of him feeling sorry for the dizzy man. "Aviophobia," he said when Remus walked back to him.

"Wh-what?"

"Aviophobia," he repeated. "Fear of flying." His eyes narrowed. "Why didn't you tell me?"

"It...it isn't important."

"How can you be afraid of flying?"

"How can you be afraid of clowns?" Remus smirked when Sev clenched his fists. "Come on, you didn't think I would be naive enough to miss that, did you?"

"I do not fear clowns, got it?" he sneered. "They are men with paint on their faces, tons of makeup, and they are constantly cheerful. There is nothing frightening about them."

"Then why--"

"DROP IT, LUPIN!" He turned to walk away, but Remus caught him by the hand.

"I wasn't making fun of you," he said gently. "I was just wondering." He paused as Sev turned around to face him again, their hands still locked together. "You always put off such an intimidating aura, and I found it strange, you being coulrophobic and all. I would never tease you for having an irrational fear."

Sev looked at the ground and chuckled. "Because you have one as well?"

"Exactly." Remus lifted Sev's head gently and smiled. "We're both weird."

"And by that you mean...?"

"For having fears that make no sense."

"Oh really? Who do you know that is constantly smiling and cheerful? That doesn't frighten you at all?"

"Nope."

Sev looked at their hands and slowly weaved their fingers together. "I thought I told you this wasn't a date."

"You did."

He closed the gap between them and brushed the hair out of the shorter man's face. "Perhaps I lied." And with that, he leaned forward and kissed him deeply. Remus seemed taken aback at first, but he quickly got over it. He hugged Sev's neck loosely, melting in the arms of the man he loved.

When they finally pulled away, Remus smiled happily. "I lied too."

"About what?"

"Clowns. You're right, no one should be that happy."

A/N- I had so much fun writing this story ^_^ I love these two characters so much. Anyways, I hope you liked it! Please review!!!