I had been trying to walk down the hallway, but a pleading angelic voice wouldn't stop following me. "Can we go Axel? Please?"

"Stop that." I replied avoiding looking into those big blue eyes that I knew would crumble all my resolve in a few seconds. "You know I can't stand that puppy dog look."

Roxas side stepped me as I tried to walk away from him down the hallway and I was hit full on by the most innocent and pathetic face I'd ever seen. "Please Axel; it's my birthday after all…" I took a deep breath in and dragged a defeated hand down my face before looking him in the eyes.

"Fine." Almost instantaneously those blue eyes lit up with excitement as Roxas practically jumped into the air.

"Whoa, whoa calm down there Roxy. I have to ask Elena first too, 'cause I can't just cart you out of here whenever I feel like it." We'd learned that the hard way when we'd gotten back from our little outing a few weeks ago and Elena had almost fired my sorry ass for taking Roxas out of the agency without telling her. Needless to say I was kind of in hot water with her, but I figured if I took Roxas with me she wouldn't be able to say no to a face like his.

See, it was spring now. And, a little ways out of the city in the suburbs there was a carnival that always took place, with unsafe rides and cotton candy and hot dogs; the whole nine yards. Roxas's birthday, which was the next day, was the same day as the last day of the carnival, and he wanted to go every year but never bothered to ask anyone. Well, until I came along and he knew I would do anything to make him happy even if I never outwardly admitted that to him.

When we got to Elena's room I knocked gently and after she called out for us to come in I did my best to be as polite and charming as I could. "Hey Elena!"

She turned with a suspicious look, which intensified as her eyes shifted from me to Roxas and then back to me. "Axel, Roxas, what's up."

I tried to give her a friendly smile before I started the speech I had been going over in my head when Roxas blurted out, "Can Axel take me to the carnival in Burming?"

Elena, caught momentarily off guard, blinked blankly. "What? Oh, the spring carnival. Well, I don't know… It'd be kind of unfair to the other kids who can't go, you know? And we don't normally like to let kids wander around carnivals aimlessly with semi-irresponsible new aids…" Ouch, I thought to myself, so I guess she's still not over the last incident.

"His birthday's tomorrow, and so is the last day of the carnival." I added in, which earned me a 'you're-not-helping-me' look but I shook it off. "You only turn sixteen once, and plus I have money to pay for the stuff and a car to drive us there so there's not much you have to do. Plus, Roxas can keep a secret and we just won't get anything for him to bring back so no one will know about it." When she looked over at Roxas hesitantly, I knew we'd got her. With his puppy dog look at full force, I could see her giving in, and finally she let out a long sigh and I knew we'd one this battle.

"Fine, you guys can go. But, you have to be back before nine and you still have to go to all your lessons tomorrow Roxas. And Axel, I'd like to talk to you alone for a moment please." I felt oddly uncomfortable with the way Elena had said that, and when Roxas looked up at me uncertainly I gave him a small smile and nodded for him to go outside.

Once Roxas had shut the door Elena motioned for me to sit in the empty chair beside her bed. "What's up, Elena?"

For a few moments she didn't say anything, just looked down at the ground as if she were trying to figure out exactly what she wanted to say. "Axel, the thing is… I'm getting a little…concerned with how close you and Roxas are becoming." I tensed up at this, and felt my heart start to beat a little harder in my chest.

"See, with kids like Roxas you have to realize that he's been through so much in his life, so much more than a fifteen going on sixteen year old should ever have to go through, and more than any adult should have to either. You've had stuff in your past too Axel, which is probably why you two were able to hit it off so well in the beginning because you both know what it fells like to carry heavy emotional baggage with you for years and years. But I'm worried about Roxas, because he doesn't connect well with people, or at least not easily at first, but when he does make a bond with someone, he has a hard time knowing the boundaries of that relationship he's formed. And I worry because you two have become much closer than normal mentors and mentees here, and if things keep going to way they are I'm afraid the relationship you guys have is going to become…more serious. And, I don't really know how to say this tactfully Axel, but he's going to be sixteen tomorrow, and you're twenty one. That's a five year age difference Axel, and I feel horrible saying this, but as a member of this agency I can't condone that happening." Elena could barely look me in the eyes at the end of her speech, and I couldn't look her in the eyes either.

When you let something like the relationship Roxas and I had go one for a while, you forget about the important things like age and our pasts. Seeing Roxas everyday made me forget about the horrible experiences he'd had in the past and how young he really was, even though he acted so much older. Having Elena spell it out for me was, to say the least, disturbing.

"You've still done an amazing job helping Roxas get over some of his own problems, like the nightmares, and he's gotten to be much happier and brighter since you've been here too. I'm not going to fire you or anything, and you really have done a great job here, but I just needed to spell out the parameters of what can and cannot happen between you and Roxas before things get too serious between you two. If anything, it's for my own comfort as much as it is part of my job. You're both wonderful people and you get along so well, but anything past a friendship is just unacceptable, and you know that. But, like I said, I just needed to clarify it to make sure there's no…misunderstandings." Elena took a deep breath at the end of this smaller speech, which she had all but blurted out. It made me feel a little better, but not much.

Slowly and solemnly I stood up. "You're completely right, and I understand. I won't let anything like that happen between Roxas and I, I promise." She smiled, but there was sadness in her eyes. For a moment it seemed, or maybe it was my pathetic longing for it to be true, that she didn't want to have to tell Roxas and me how to live our lives. But then again, I always had considered myself a hopeless romantic.

"Thank you, Axel." With those last words I turned and made my way to the door. It wasn't till I was in the hallway and trying to turn the doorknob to shut the door that I realized my hands were shaking. I knew why, because I felt horrible with myself. Everything that had been said was more or less true. I did find myself wanting more and more lately for Roxas's and mine's relationship to be something more than friends, but I never really remembered just how young the kid was.

It's around dinner time when I get to my room, but I don't feel hungry. I don't really feel anything, besides a little numb and just plain sadness. I, the twenty-one year old, shouldn't have been so naïve. But, I suppose, this feeling is my punishment for being a complete idiot. In my room I turn and lock the door before lying down on my bed, my eyes staring up at the ceiling.

I feel as if I might cry, from embarrassment at how dumb I acted and pretending like everything was ok, from disappointment at the fact that there couldn't be anything more between the one person I felt like I could ever really love in my life, but no tears came. If I could shed tears for my mother, why couldn't I cry Roxas, for the one person I really did care about?

The beginning of the next day went by in a blur. I desperately wanted to spend time with Roxas later and give him a birthday he could finally enjoy, but Elena's words kept haunting me. I'd been up half the night thinking about it, and by the time morning came my body was so tired it was an uphill battle just to walk to my lessons and my eye lids felt like bags of sand.

Of course, I'd forgotten about the fact that I taught Roxas until he walked into the classroom bright eyed and smiling. Seeing him made me feel a deep unwanted pang of guilt, and though I tried to act like nothing was wrong, we were too close for him not to be suspicious.

"Axel, are you ok?" We'd been about halfway done with the lesson, and I'd been pretending to read one of Roxas's essays but me eyes unconsciously kept wandering to Roxas, and the clock, and the window, and back to Roxas, and just about everywhere in the room because, like my emotions, everything felt chaotic and jumbled.

"I'm fine." I murmured back, gluing my eyes onto the papers in front of me but not comprehending a single word. I felt eyes boring into my skull, and I looked up to find Roxas giving me a look I couldn't quite read.

"Do you think I'm an idiot? Something's bothering you, you can tell me about it."

I wasn't sure if it was his eyes, wide and caring, or his voice, so confident and sure he could help me, or if it was just the fact that I loved him, but for a moment I believed I really could tell him about what Elena had said. But, it was only for a moment. I remembered that, even if Roxas wanted me to believe it, he didn't have the perfect answer for everything. He was only fifteen, or well sixteen now, and I knew that trying to talk about the other part of our relationship we had never really discussed or even acknowledged would be awkward and uncomfortable. So, I did what I knew would get us past this subject and lied. I pretended I was just grumpy because I couldn't sleep, and I put on a fake smile and switched topics to the carnival tonight. And like that, after another unreadable look, Roxas was his happy self again.

Seeing him happy, of course, made me a little happier too. Then, the rest of the day didn't seem quite as bad. And by the time came to go to the carnival, I had begun to slowly but surely push some of Elena's words to the back of my head, if only so I could have a fun night out with Roxas.

"Have you ever been to a carnival before, Roxas?" I asked as we drove through the quite suburbs, Roxas all but pressed against the window like a child to see something most children were more than fortunate enough to see year after year.

He sighed quietly, and I glanced over to see a small smile alighting his face. "No, but I think that's why I'm so excited. I don't care if it's dumb or lame, I just want to finally go." I saw out of the corner of my eye him turn and look at me, but I kept my eyes fixed on the road, my hands gripping the wheel to stop myself from caving in. "Thanks for taking me, Axel."

I smiled, because around Roxas I just couldn't help doing some things. "You're welcome, Roxy."

The carnival unfolded itself around our car as we drove into the parking lot. It was a little before sunset, and the colorful twinkling lights were just starting to turn on. The moment I opened my door a flood of children's voices, laughter, and the smell of cotton candy and hot dogs enveloped me. And Roxas, well, he practically bolted off without me.

"This is everything I thought it would be." He told me happily after our third time on the tilt-a-whirl and I felt like my stomach was going to make an appearance outside of my body. When Roxas commented that the color of my face was starting to match the color of my eyes after a fourth trip I decided maybe the tilt-a-whirl just wasn't for this old fart.

"Hey look, the Ferris wheel, that's not going to make me blow chunks." Hopefully. "Let's go on that and then head back, 'k Rox?" We were walking past a few food stalls, and as I said this Roxas's stomach growled so loud I swore I could hear it over the dull roar of carnival goers. "Well, maybe some food first."

Roxas nodded grateful, and after scarfing down a hot dog he grabbed a bag of cotton candy and gave me one of his famous looks. "Please, Ax?" God, he even pulled out the nickname, sneaky bastard. With almost no restraint I handed over the buck fifty and hustled him towards the Ferris wheel. The last thing I needed was for us to be late and for Elena to bit my head off, again.

As we waited in line, the smell of Roxas's cotton candy filled up my nose and I felt the familiar twinge of nausea the carnival rides had brought on earlier. But I couldn't find it in me to tell Roxas to put the nauseating sugary treat away. Part of me knew, that because it was Roxas, I didn't really care that much and I didn't annoy me.

God, this kid had me wrapped around his finger, and he barely even realized it.

By the time we had finally waded our way through the Ferris wheel crowd and claimed a rickety little car as our own, the sun had almost completely set over the carnival. The lights twinkled and shone like tiny colorful stars splattered against the ground when we got to the top. On the last cycle around, as Roxas gleefully stuck his head out between the bars to take in the feeling of sharing the view point high above the rest of the world like a god, our car came to a halt at the top and in the twilight we swayed back and forth.

We sat in a content silence for a few moments, before Roxas's voice pulled me out of the trance the carnival lights had cast over me.

"Axel?" His voice was quite, nervous almost, and when I looked up he was leaning his head against the bars of the car looking out over the carnival. "I don't know how to say this without just saying it, but I…I heard what Elena was talking to you about."

He glanced over, and I couldn't help but feel my eyes grow slightly wide with shock, but I tried to keep myself calm, even if on the inside I was a nervous wreck. If Roxas knew everything that Elena had said, then what was his opinion on the whole shitty situation? As he gathered his thought before continuing, I felt my palms start to sweat at the suspense of what he would say. Part of me knew he wouldn't be mad, and part of me thought that he'd probably say that she was right. But, if he did say that, it would hurt me more than anything, because then I'd know that everything I felt for him was just…nothing.

Finally, he broke the heavy silence. "I get what she was saying." Oh Shit. Shit shit shit shit shit here it comes, the one response I couldn't really handle. I braced for impact. "But she's wrong."

I blinked. "Wait, what?" I blurted out, idiotically, but it was about the only words I could logically form.

He chuckled lightly at my shocked face and turned to fully face me. "I guess it's just, she doesn't really get how much you and I have really bonded over these past few months." He smiled at me and I felt my stomach flip. Wasn't I the twenty-one year old in this situation and he was the naïve sixteen year old? But of course, nothing with Roxas was ever simple or really all that logical. "And I know you're older than me and I'm just a stupid kid, but that doesn't mean…it's just…" Now, suddenly, he was lost for words, so I took the chance to speak my mind.

"Roxas, listen. You've become such an important part of my life, and it's weird, but I feel like I've known you for so much longer than just these past few months. I care about you so much, and I'll do anything for you and you know that. But, I'm supposed to be your mentor and your teacher, and I can't put you in a situation that could confuse you or hurt you more than you've already been hurt."

"No!" His outburst made me jump and our tiny car swayed more than before. "I'm sixteen, not six, I don't know everything but I do know how to make my own decisions! I don't care what Elena says, and no one ever has to find out. I just want to be able to do something because I want to do it, without having to ask permission and have everything I do kept track of by this agency!" Tears were starting to pool up in his eyes, and at the side his fists were balled up so tight I could see his knuckles turning white. "I want you, Axel, and I don't give a shit what anyone else thinks! No one can run my life forever, I can make some choices on my own, like this-"

I had, never in these past few months, been prepared to see Roxas so angry and passionate about something before, never less about me, or to see his all but bolt across the car at me as kiss me so hard I was pushed backwards into the bars behind me. The kiss was his first, I could tell even if I hadn't known, but in the inexperience there was a desperate need and wanting that made it perfect. His lips were soft yet needing against mine, and I could still taste the cotton candy coating them. I wound my hands around him, one on his lower back pulling him closer and another in his hair, as soft and delicate as I had always known it to be an his hands were pressed against the side of my head holding me close to him.

As suddenly as it had started I felt Roxas pull away, but he pressed his forehead against mine breathing deeply, his eyes shut in quite bliss and there was a smile on his lips mimicking my own. And as the Ferris wheel started back up slowly and our car swayed back and forth in the breeze, we couldn't find the energy to move, but we were happy. And for once, that was good enough for us.

wow, this took way too long to get out. i literally had a million different ways I was going to write this chapter, but I'm pretty satisfied with how everything worked out. thanks for being patient with me, but with summer here i should be able to write more often, and like always please review!