A few minutes later he found himself in the midst of the fairway, vendors calling out to them from every side. He couldn't help but notice how excited Felicity seemed and it made him smile. Not that he thought she could win him an animal, but it was going to be fun watching her try.

"Okay, Oliver, pick out the animal you want and I'll win it for you." She watched as he looked around, hoping he'd at least pick a booth where she stood a chance. But she couldn't back out now. She'd made him a promise. But this could be a case where her bark was louder than her bite.

Oliver wasn't sure what to choose, as he'd never really had a desire for stuffed animals. He supposed he could always give it to Thea, although she'd probably throw it at him. But as he looked around, he suddenly spotted the perfect prize. A huge grin crossed his face as he pulled her with him towards the booth.

Felicity felt her heart sink just a little as she saw the gleeful expression cross his face. Looking around, she tried to figure out what had caught his eye but couldn't see it even as he pulled her along with him. When they stopped in front of a booth with a back wall filled with balloons she grinned.

"Okay, darts, I can do that. I was actually pretty good in college, it's really all about the aim and the velocity. In fact, I was half drunk when I beat Eddie Mainer, the darts champion in college. I think he maybe let me win, because everyone said he had a crush on me, but I don't think I really cared as all I wanted to do was beat him. He did ask me out later that week, so I guess I didn't wound his pride too deeply."

She stopped when she noticed Oliver, and the man behind the counter, were both staring at her. At least Oliver wore an amused expression. She sighed. "Sorry, so, what do you want me to win?" She looked at the prizes and couldn't really see anything that might appeal.

"That." Oliver pointed. Her eyes widened. She blinked. And blinked again. "You can't be serious?" The incredulity in her words made him laugh out loud. "Yes, I can. Besides, I think it's very fitting, don't you?"

Felicity closed her eyes and drew in a deep breath. Only Oliver. And she had told him she'd win him whatever he wanted. "Okay, give me the darts."

"That's the thing Felicity, you don't use darts for this game."

Her eyes shot wide open as Oliver's words registered. Only then did she notice what the man behind the counter was holding out to her, a grin on his face now. She groaned. "You can't be serious."

"What's wrong? I thought you were so confident of your hand-eye coordination. That's really all it takes." Oliver was loving watching the conflicting expressions cross her face. This had been too good to resist. If he believed in such things, he might have said it was fate.

"Fine. I can do this. After all, a certain someone does it all the time, it can't be that hard, can it?" She muttered to herself, taking a deep breath before giving him a smile. "Okay, here goes nothing." With that, she took the small bow and arrow the man held and attempted to figure out what the hell she was doing. She really didn't want to look like a novice but come on, who ever heard of using a bow and arrow to shoot balloons, at a carnival game nonetheless? Then again, this was Starling City, home of the Hood. It kind of made sense now that she thought about it.

Oliver watched her pull back the arrow, noting her form was entirely wrong, but saying nothing. He was curious to see how she adapted, even though it was just a toy. He couldn't help laughing as her first shot went off to the side and outside the booth.

"Ha, ha, laugh it up," she muttered. Taking a deep breath, adjusting her aim, she shot off the second of her three arrows. This one at least hit the wall of the booth, but completely missed any balloons. She grimaced in frustration as she prepared for her final shot, ignoring Oliver's amused presence behind her. "I can do this. I can. It's all about velocity, I just have to figure out the right angle, and factor in the slight wind ratio-"

"Just relax." Oliver's voice at her ear made her jump. "Trust me, it's not rocket science." Before she could offer a pithy reply, her breath was stolen as he moved behind her and placed his hand on her arm, guiding her into the correct position. He was so close, and he was literally breathing in her ear, his hand warm on hers, his body pressed against her back as he guided her motions. "Just take a deep breath, feel as if the arrow is an extension of your arm. Focus on your target and just…let…go…"

The arrow flew from her grip without her even realizing it, so entranced was she in the feel of him against her and his words against her ear. For a moment, she imagined turning her head, meeting his gaze, which she knew would be dark and intense, and leaning up to capture his lips. So immersed in the fantasy was she that the sound of a balloon popping made her jump. Quickly turning her gaze to the wall, she saw her arrow had popped the balloon in the dead center of the bulls-eye. She squealed in triumph, jumping up and down like a child. "I hit it! I actually hit it!"

Oliver couldn't help but smile at her enthusiasm, although he was still a little shaken by the intense desire that had coursed through him as he helped her with her aim. He hadn't meant to do it, but seeing her struggling, muttering about velocity and wind, he couldn't stop himself from coming up behind her and whispering instructions to her. The feel of her against him, the scent of her hair, the way she'd sunk back into his chest as she'd let him guide her arm…

He suddenly found himself immersed in a fantasy of what might have happened had he been teaching her how to shoot back in the basement of Verdant. Of how he might have pulled her fully against him, her back to his front, and run his hand down her arm, stroking it lightly as he helped her grip the bow. Feeling her shudder against him, perhaps turn to meet his gaze, longing and desire filling those beautiful orbs until he couldn't stop himself from leaning down and capturing her lips…

"Oliver, I won!" Her enthusiastic voice brought him out of his fantasy and he had to fight back the urge to groan, his body now fully aroused. Focusing back on her, he saw her cheeks were flushed and he knew then, that she'd been imagining too. It sent another bolt of desire through his system and it was only the sound of the man behind the counter clearing his throat that brought him to awareness of where he was.

"That you did, so do I get my prize?" He was glad his voice didn't sound too husky as he watched her point to what she wanted. He grinned as she took it, clutched it in her arms, hugging it tightly before turning and presenting him proudly with the stuffed fox replica of Disney's Robin Hood.

"You going to put it in the 'office'," she stressed the words as she held out the animal, "I think it would go well with the décor. Digg would just love it," she teased as he took the animal and looked at it for a moment.

"Actually, I think you deserve to keep it," he said, giving her a quick wink. "After all, you're the one who shot the bulls-eye to win it, although with my help," he said as she pretended to pout.

"You said you wanted it, it's yours," she said, even as she took it back and looked at it with a smile, clutching it tightly in her arms.

"I say we share custody," he offered, delighted to hear her laugh. "We can work it so he spends weeks in the 'office'," he stressed the word again, "and weekends at your place. Deal?"

"Deal." Felicity smiled as she saw the amusement in his eyes. She had to admit, she was pretty proud she'd won her prize, even though she knew it was only because of Oliver's help. His very sexy, intimate help that she had to admit, had been even better than her fantasies of him teaching her to shoot. But she wasn't going there right now. As much as she wanted to. They still had more of the fair to explore.

"So, what do you want to do next?" She tried not to notice as he grabbed her hand as they began to walk. It was almost an unconscious gesture but one she wasn't going to pull away from. It felt too good. Plus, she was still a bit unsteady from his earlier archery "lesson."

"Honestly, I don't care, it's been so long since I've been to a street fair, it's nice just to wander. Unless you want to try your hand at the ring toss. Robin Hood there could probably use a Marion," he teased, glad to hear her laugh.

"Once was enough, thank you very much. But, since we seemed to get off the subject earlier, tell me more about why you didn't go to more street fairs as a kid. If you were so closed off at boarding school, I can't see you not wanting to get out and explore more when you were home, at least for summers," she said, noting his gaze was contemplative.

Oliver's smile was slightly melancholy. "Honestly, we only went to a few the summer when I was 10 years old. Raisa took us to several as my parents never really had the time, too busy with running the company and socializing." His voice turned wistful. "I remember, one of them was a Greek festival that had the best food, and a really awesome Ferris wheel." His eyes took on a far-off look. "It was my first time on a Ferris wheel, I wanted to ride it so badly, and I remember thinking that from the top, I could see all of the city, and that I could do anything, be anything I wanted, not just what my parents wanted me to be." His voice trailed off. "Of course, then we came down, and Thea wanted to get off, she didn't like heights, and Raisa wouldn't let me go around again on my own. I don't think I've ever forgotten that feeling, much less been able to recapture it."

Felicity choked up a bit at the sadness in his voice. She could clearly picture a young Oliver, thinking that he could be free of everything and everyone, life just beginning, at the top of a Ferris wheel. And even though she remembered her newly discovered fear of heights, she knew exactly what she had to do next. "Come on," she said grabbing his hand and leading him back through the crowd, knowing exactly where she was headed.

"Felicity, where are you taking me?" He was still a bit lost in the melancholy of the memory when he realized where they were headed. His eyes widened as Felicity pulled him into the line that had formed for the Ferris wheel at the heart of the festival.

"I figure it's about time you got to feel that again," she said simply, handing over the money for the tickets to the attendant.

Oliver felt a lump in his throat at the sincerity in her voice. Suddenly though, something occurred to him. "What about your recently discovered fear of heights?" Another thought then hit him. "Have you ever been on a Ferris wheel before?"

Felicity shrugged, feeling only slightly less nervous. "I figure, this time, we're not dangling over 23 feet of elevator shaft and there's a bar holding me in. Definitely less scary," she replied.

Oliver grinned as they were ushered into their seats, making sure the bar was steady and strong across their laps. "Don't worry, you can still hold onto me if you need to," he offered, not surprised to find he really, really hoped she'd take advantage of that.

Felicity knew she couldn't fight the blush that rose on her cheeks as he reminded her of her words that fateful day. Something inside her however, thrilled to the fact he was calling back to it. She debated on whether to reply, but found her breath catching as the ride began to move. She clutched onto the bar a bit tighter, wondering what had made her decide this was a good idea. Yes, it was something Oliver would enjoy, but her, she wasn't so sure of. She really didn't like heights, a fear made worse after their little elevator swinging adventure.

Oliver immediately noticed her reaction and without thinking, wrapped his arms around her, holding her against his side. Once more, he realized how right she felt there. And as he felt her instinctively move closer, he couldn't help but tighten his hold.

Felicity closed her eyes for a moment, inhaling his familiar, steadying scent and the feel of his arms around her, and when she felt confident enough, opened her eyes. To her surprise, it wasn't as bad as she thought. Probably because Oliver's presence against her was distracting her from her fear. And as they reached the top of the wheel, and the ride stopped to let others on, she really allowed herself to look around her, safe in the security of Oliver's arms. Her breath caught, this time at the beauty of the world she saw spread in front of her.

In the distance, the lights of the city were just beginning to come on, the sun nearly at the horizon. From here, the city looked strong and beautiful, and for just a moment, she knew exactly what Oliver had meant. She felt incredibly powerful, as if she could do anything, see anything, from this vantage point. Turning, she looked up at his face. And in that moment, she knew it, whatever this was they were doing on these weekends, was worth it. He looked like he'd just discovered his favorite thing in the world and her heart lightened as she realized she'd been able to invoke that childhood memory.

Oliver, for his part, felt his breath catch as he took in the city. A city he'd spent many nights prowling across, looking for those who were determined to destroy it. He'd nearly let one madman do so, but now, despite the guilt and the failure, he knew, he was doing what he could to rebuild it. And one day, it would happen. His city was strong and resilient and from his position here, on top of the Ferris wheel, looking at it as plain old Oliver Queen instead of the Hood, he felt once more as if he could do anything, be anything, just as he had when he was 10.

And, he realized, it was all because of Felicity.

He turned to look down at her, noting she wore the same almost enthralled expression he had so long ago, and probably did at this moment. Without thinking, he pulled her even closer, letting his chin come to rest on the top of her head, content just to hold her as they stared out over their city. For the first time in months, if not years, he felt completely and utterly at peace.

Felicity sighed. "It's really beautiful, isn't it? Despite all the violence that goes on, there's just something majestic about it. I see why you felt like you could do anything from up here."

Oliver sighed. "I'd forgotten that feeling, until now. Thank you for helping me remember." He smiled against her hair. She sighed, sinking back against him as she continued to take in the view before the wheel started moving. As it jerked to a start, she instinctively clutched onto his arms and he pulled her closer, holding her tightly as the wheel slowly descended towards the ground.

Neither spoke when the ride ended, Oliver simply offering his hand to help her out of the seat and linking their fingers as they moved off into the crowd. They wandered for a little longer, exchanging commentary here and there as they people watched, neither letting go of the others hand. Finally, Felicity looked at her watch, noting it was past 11pm. The fair was beginning to shut down and it was with reluctance that she realized the night was over. She could tell Oliver felt the same as his grip tightened even as he led her through the waning crowd back to the parking lot.

"Thank you, Felicity." His words were soft as he unlocked the car and opened the door for her as her hands were full with the stuffed Robin Hood and her purse. "For what?" She was curious as she couldn't read his expression. "For showing me that life can be simple and that there is still good in the world."

She swallowed hard as he settled her into the seat before closing the door and walking around to the driver's side. She smiled gently at him as he got in and started the car. Without thinking, she reached over and grabbed his hand, squeezing it gently. "It was my pleasure." Her heart felt lighter at the look he gave her in reply.

Oliver found himself fighting the intense desire to lean over and kiss her. Her eyes were soft, her full lips parted in a smile, her hand still on his, stroking his skin softly. He found himself leaning closer, eyes focused on her lips, noting the way her pupils dilated and her breath seemed to stop. But just before his lips touched hers, she pulled back, a blush heating her cheeks. He almost shot back across the seat himself, only then realizing what he'd almost done. He took a deep breath, unsure of what to say, how to react, or what to do. He could tell Felicity was feeling the same, and noted the way she'd pulled her hand back into her lap. Once more, he missed the feel of her skin against his.

Felicity for her part, was trying to think of something, anything, to say that would break the intensity of the mood. Although her mind was still trying to process the fact that he'd almost kissed her. And if she hadn't had a moment of clarity, to realize what was happening, she probably would have let him. She was in major trouble, but the last thing she wanted to do was let him know it. She had a feeling he was struggling enough himself—and she had to admit, the thought made something in her heart hope. But for now, a change of topic was in order.

"You know, you're really going to have to step it up for next week. After all, what tops me winning you a stuffed Robin Hood?" She hoped he'd respond to her teasing tone, breathing a sigh of relief when he gave her a tight smile, his shoulders slowly relaxing.

"You've given me a lot to think about," he offered, knowing his words could be taken in many ways, seeing the surprise in her eyes as she tried to figure out how he meant them. He only wished he knew how he'd meant them. "But, I'm sure I'm up to the task." He felt the tension ease as he heard her laughter.

The rest of the ride back to her place was filled with idle conversation and the occasional comfortable silence. When he'd parked in front of her building, he found himself instinctively following her to her door, moving into her apartment behind her as she flipped on the lights and put her purse, and the stuffed Robin Hood, down on a chair.

"Want some coffee?" She bit her lip as she turned to address him, not sure if he'd want to stay or was ready to call it a night. She couldn't help but smile as she noticed he'd already shed his coat and was headed for the sofa.

"Sounds good, if you don't mind making it." He smiled at her wave of acknowledgment as he settled into his familiar position on the couch. He knew it had been a close call in the car, and he still couldn't deny the desire that was simmering in him as he heard her moving around in the kitchen. But despite everything, he found himself unwilling to leave just yet. He was tempting fate, he knew, but right now, he really didn't feel like fighting it. A few minutes later she returned with coffee mugs and settled onto the other end of the sofa. She too was keeping her distance and he sighed, realizing that right now, this was how it had to be. But he really disliked it.

Felicity, for her part, wanted nothing more than to snuggle up against his side again, but knew that was pushing things too far. She was surprised he'd come up with her, after their near kiss in the car. But, she wasn't complaining. Now, all she had to do was stop herself from attacking him.

Despite the tension, the two soon settled into yet another bad SyFy movie, bantering back and forth about the cross-species on display, and the horribly bad acting from the B-list stars. When the movie ended, Oliver groaned, stretching as he felt his muscles, tense from sitting for so long. "Well that was certainly, interesting," he offered as Felicity gave a laugh that quickly turned into a yawn. "Not one of their better ones, but hey, I hadn't seen Kevin Sorbo in a while, so there's that," she offered, trying to stifle another yawn unsuccessfully.

"Ok, I'm going to head out and let you get some sleep." Oliver really didn't want to leave, but knew that staying was out of the question. They were both still feeling the effects of their almost kiss. Plus, he didn't trust himself much longer, not with her looking as sexy as she did, hair mussed and eyes soft with sleep.

"You ok driving?" Felicity really didn't want him to go, but knew she couldn't ask him to stay. Even if she was pretty sure she could read that desire in his eyes. But she couldn't be the one to make that move. Not until she knew for sure it was what he wanted.

"I'm fine, I think I just got my second wind," he offered, rising and reaching for his jacket, swallowing hard as Felicity stretched as she rose from the sofa, the movement sinuous and cat like. Turning quickly, he checked for his keys and followed her to the door.

"Be careful, ok?" She looked up him with a soft smile and once more, he wanted nothing more than to lean down and capture her lips. Slam the door shut, press her up against it and truly find out what it was like to lose himself in Felicity Smoak. He forced himself to find his iron control and managed to resist what his body was screaming at him to do.

"Will do, I'll see you Monday?" He was pleased his voice didn't sound as gruff as he felt. "Of course," she responded, reaching up to straighten the collar of his jacket in a move so natural she didn't question it. His eyes darkened as he watched her small hand smooth over the material. With reluctance, he pulled back and opened the door.

"Good night Felicity." Unable to resist, he stroked a finger down her cheek delighting in the way her eyes glazed over at his touch, marveling again at the softness of her skin. "Sweet dreams." With that, he turned and headed back down the hall.

Felicity watched him go, still trying to sort out what his parting gesture meant. When his back had disappeared down the stairs, she finally pulled herself together and shut the door, locking it behind her. Deciding she was too tired to think more about what he meant, her skin still tingling from his touch, she shuffled off to her bedroom. She was pretty sure what she'd be dreaming about tonight.

For his part, Oliver spent a good ten minutes simply sitting in the car before he could bring himself to start it. Tonight had been a revelation in many ways, and of many things. The most important however was that he realized he needed to have a conversation with Laurel. One that was long overdue.


Note: So there you have it, I suspect Oliver is finally coming to his senses. But...it's not always an easy road, is it? Thanks for your continued support and reviews, they make my day and inspire my muse!