Derek wakes up Sunday morning to a text from Emily, 'Have to cancel, sorry, no sitter.' He replies, 'Don't worry about it, we can reschedule.' When she doesn't reply he decides to take a shower. He gets out and checks his phone dings, it's Penelope, 'Hey, JJ and I are taking Henry to the carnival, want to go?'

"Carnival, that's perfect." He says out loud. 'What time?' He replies and begins to dress. 'We're leaving in an hour.' He glances at the time, 11:57. 'Okay. Meet you there.' He types back before dialing Emily's number.

"Hey, sorry I can't make it tonight." She answers.

"Don't worry about it, I was wondering if you want to go to the carnival instead, you could take Ethan." Derek asks sitting on the edge of his bed.

"I don't think that's a good idea."

"Why not?"

"Look, I like you Derek, you're a nice guy, but Ethan. He has an obsessive personality and he gets attached to things, and people, I don't want him getting attached to you if this doesn't work out." She explains and Derek nods his head before her realizes Emily can't actually see him.

"I understand, well I"m going to be there anyway, if you change your mind. My friend is taking her son."

"How old is he?"

"4. We're leaving in an hour." He says hopeful.

"I'll think about it." The words cause Derek to smile.

"Okay, great."

"Bye Derek."

"Bye Emily." She hangs up the phone and looks at her son who is sitting in the middle of the living room building something with Lego's.

"Do you want to go to the Carnival today?" Emily asks and the boy's head shoots up.

"Really?" Emily nods. "YAY!"

"I take that as a yes." Emily laughs. "You clean up your toys while I get dressed and then we'll get you dressed." Before she even finishes the sentence the boy is shoving the Lego's back into the box. They both get dressed and Emily packs her purse full of snacks, juice and water for Ethan before they head out the door, about half hour after Derek said they were leaving. Emily parks and dials Derek's number.

"Hey." He answers, she can hear the commotion on the other side of the line.

"Hey, we just got here."

"Great, I'll meet you at the front."

"Okay, bye."

"Bye." Derek hangs up. "I'll be back." He says to the group, Reid, JJ, Penelope, and Henry. They nod as he walks off. He gets to the front gate and sees Emily coming toward him. He waves and they both wave back.

"Hey." She greets him. "I thought your friend was here."

"They are, there getting something to drink."

"They?" She asks.

"Yeah, don't worry they don't bite." He kneels in front of Ethan. "You ready to have some fun?"

"Ya!"

"Good." They hive five and Derek straitens back up. They go to the front gate, and after some convincing, Emily finally lets Derek buy the tickets. "Follow me." He says shoving the tickets into his pocket. They get to the group five minutes later. "Everyone, this is Emily and her son Ethan. Emily, Ethan, this is JJ, Penelope, Spencer, and Henry." He introduces everyone.

"I'm Ethan." Ethan says to Henry, who is about the same height.

"I'm Henry."

"You like Batman?" Ethan points at Henry's shirt.

"Yeah, he's the best."

"I like spiberman."

"Me too."

"Well someone just made a new friend." JJ says to Emily, who is standing in between her and Derek.

"Looks like it." Emily smiles at the two boys.

"How old is he?"

"He'll be 5 next month."

"Are we just gonna stand around or are we going to ride something?" Derek whines.

"Let's ride the Ferris wheel!" Penelope squeals.

"I don't know how the boys will take that." Derek says.

"Ethan likes it."

"Henry too."

"Then let's do it." He looks at Reid. "You gonna be okay Pretty boy?"

"I'll be fine."

"Pretty boy?" Emily asks as she walks with JJ behind their son's.

"It's just a nickname. I'm not really sure why he calls him that." They stand in line for the Ferris wheel for 15 minutes until they are able to get a car. Henry and Ethan get in one together, JJ sits on the side with the boys and Emily and Derek sit on the other. Penelope and Reid sit in the one under them. They get to the top and it stops to let more people on. Derek sees Emily gripping the side of the car.

"You okay?" He asks. She holds up her hand telling him to shut up. When it starts going again she looks over at him. "What was that all about?"

"I hate when it stops" She explains and he nods. He stretches his arm around the back of the car and rests his hand on her shoulder. The whole ride the two boys are talking and pointing at stuff and people who look like ants. The ride comes to a stop and everyone gets out.

"What next?" Reid asks.

"Let's just make the rounds." Penelope suggests. They ride a few more rides before they decide it's time for lunch. They pick a table on the outside of a large canopy and sit to eat.

"So Emily, what do you do?" Reid asks.

"I work with linguistics, I mostly transpose documents and translate when needed."

"How many languages do you speak?" Penelope asks.

"6, including English."

"Wow, impressive."

"Thank you."

"Mommy, potty." Ethan says wiggling in his seat.

"Okay." She gets up. "Where's the nearest bathroom?" Emily asks.

"Three yards that way and it'll be on your right." Reid says pointing Emily toward the bathrooms.

"Thank you." She takes Ethan's hand and leads him off.

"So what do you think?" Derek asks when Emily is gone.

"She seems nice." JJ says.

"I like her." Reid says, his mouth full of french fries.

"Me too." Penelope agrees.

"What about you Henry?"

"Can Ethan come to my birthday?" JJ laughs.

"We'll see buddy." They spend the rest of the day riding rides. They get off the teacups and are walking toward the Ferris wheel again when Henry looses his lunch. "Henry." JJ kneels down. "Are you okay?"

"My tummy hurts."

"Here." Emily pulls some napkins from her purse.

"Thanks." JJ takes them and cleans up the boy. When he's all clean JJ stands up with him in her arms.

"Sorry guys, I'm going to take him home."

"Aww, get better." Penelope says putting and hand on the boys slick forehead.

"Bye."

"Bye Henwy!" Ethan calls out and the sick boy waves bye.

"Poor Henry." Penelope pouts.

"He probably just had too much sugar." Derek says.

"Probably." Reid adds. They ride a few more rides before Penelope and Reid leave.

"Mommy!" Ethan points at one of the game booths, the one where you knock over the balls, there is a spider-man hanging upside down on the prize rack.

"You want to play?" Derek asks and he nods. "Let's go." They walk over to the booth and Derek sets down enough money for three games, one for the each of them. "How many do you have to knock over for the spider-man?" He asks.

"Just one."

"You think you can do it?" Derek asks Ethan. He nods. "We'll let's see." He takes the balls from the man and hands Ethan one. He throws it and it makes it halfway to the bottles.

"Why don't you stand up here?" The worker asks patting the booth. Derek looks at Emily and she nods. He picks him up and places the boy on the wooden surface before handing him another ball. This time it hits the bottles, but only shakes it. "One more." Derek hands him the ball. "Throw it as hard as you can." Derek encourages. He takes the ball and throws it with all his might, it hit the top bottle and it falls down.

"I DID IT!" He cheers jumping up and down.

"Way to go!" Emily cheers.

"High-five!" Derek holds out his hand and the boy hits it.

"You wanted the spider-man?" The worker asks.

"Yes, please." He gets down the stuffed toy and hands it to the boy.

"Who's next?"

"Mommy!" Ethan says. Derek picks him up and places him on the ground. The guys hands her three balls.

"What are you playing for?" Derek asks, taking a hold of Ethan's hand, knowing the boy has a tendency to run off.

"Hmm," Emily looks around, a large stuffed bear catches her eye. "How many for the bear?"

"All three." Emily throws her first ball and completely misses the bottles.

"Do you need to stand up here?" Derek teases and Emily glares at him. "Kidding." He adds, even though she knows he's kidding. She throws the second one and knocks down the top one. Her smiles grows. Her last ball barely grazes the top of one of the bottom ones, and it wobbles for a few seconds, but doesn't fall down.

"You can choose from this row." The guys says pointing to the row with the spider-man, it's full of little stuffed animals.

"Which one?" She asks Ethan.

"Spiber-man."

"You already have that one."

"For Dewek!"

"Pick something you want." Derek says. The boy shakes his head. Emily rolls her eyes at his stubbornness.

"One spider-man." The man hands her the stuffed toy. "Thank you. You're turn." She moves out-of-the-way and takes Ethan's hand. Derek's first ball knocks over the top bottle. "Show off." Emily teases and Derek laughs. His second one hits nothing, but his last ball hits in between the bottle bottles and knocks them over. Ethan and Emily cheer.

"I'll take the big bear." Derek says.

"Good choice." The guy winks as he hands over the giant stuffed animal.

They step out of line to let the people behind them go. "For you." Derek offers Emily the bear. She smiles her cheeks turning a bright pink.

"How cliché." She says taking the large bear. "Here." She hands him the small spider-man.

"Now how many girls win prizes for their..." He stops, not know exactly what they are. "Friend." He decides would be the best word.

"I don't know." They ride one more ride before Ethan cries that he's tired. Derek offers to carry him since Emily has her hands full with the bear. They are walking toward Emily's car when she takes his hand. Derek looks over at her and she smiles. He smiles back and squeezes her hand softly. They get to her car and Emily opens the back door. She slides the giant bear into the seat before letting Derek place Ethan in his booster seat. The little boy is passed out. Derek places him in the seat, fastens him in, tucks his spider-man in his arm before grabbing his own and shutting the door.

"I had fun tonight." He says turning to face Emily.

"Me too." Emily bites her lower lip. "Thanks for the bear." She says.

"You're welcome." Derek starts to lean in and Emily follows suit. Their lips meet a few seconds later, Derek moves one hand up to cup Emily's face and she brings hers up to wrap around his neck. They break apart after a few seconds.

"How high-school is this?" Emily asks and they both laugh.

"I think this went better than any of my dates in high-school." Derek confesses.

"I think so too." They stand there in silence for a few more seconds before Emily speaks up. "I should go, put Ethan down."

"Alright, see you later." Derek leans down and gives her one more kiss before going to his car. Emily is smiling when she gets into her car. She starts the engine and pulls out of the parking lot. She waves at Derek as she passes and he waves back. She felt just like a high-school-er with a crush, only she had to be more careful than she was in high-school, because it wasn't juts her anymore. She looks in the rear-view mirror, Ethan is asleep with his spider man tucked into his arms. She smiles and turns her attention back to the road, she had a son to think about.

AN: I have yet to come up with a name, or decent summary for this story, so if you have any suggestions, feel free to leave a review.