A/N: I suck at updating! You all have permission to completely yell at me, I wouldn't blame you. I keep saying I am going to update and I never do. I try….A for effort? No I still suck. Anyway, I made this chapter extra long and I think you will all like this. I would only like to say thank you to all of you that have put up with my ridiculously long updating spans and I hope that this chapter helps a little.

BTW: I was thinking about writing a chapter in the perspective of someone else. I was thinking Kendra or Sam or possibly an unknown figure (Casey's attacker….cause you know his is around). Let me know what you think! Anyway…on word!

It had been two weeks since Casey agreed to be his girlfriend and Derek couldn't remember being happier than he was right now. He was on his way home from school, with Casey in the passenger seat of his truck, and an A on his video project from Spanish sitting in his bag. He was really excited because he had some plans for Casey tonight. They had seen each other almost every night since they started dating and have loved every second of being together. Derek knew that he was falling in love with Casey, but he didn't know how she felt about him. He knew that they were supposed to be taking things slow so he knew it might take her a little longer than him. Derek had never known that someone could love so easily, but that was how it was for him with Casey. He didn't have to try, he just did…and she accepted him, maybe even would grow to love him.

Casey knew that Derek had something up his sleeve for this evening and since it was a Friday it may even be something big. All she knew was that being with him was the best decision she ever made. Trying to stay away from him had been so hard and if she had known that letting him in would lead to this…well she would have done it a while ago. Derek was such a great person that it was hard to stay mad at him…which she did. He constantly was interrupting her homework schedule, he was always messy, he listened to the music so loud you couldn't think, and he was so adorable sometimes that he used it against her. He knew that he had the power to calm her like nothing else and he used it to his advantage as often as he could.

It didn't bother Casey too much though. When he was trying to calm her down, it was usually by charming her into a kiss or two, which worked perfectly well for Casey. Their kisses were always wonderful and always left Casey breathless and wanting more. However, she knew that she wasn't ready to go further yet so Derek always kept the lines from being crossed. The thing was that Casey would sometimes be disappointed that he didn't try to cross those lines sometimes. Sometimes, she would even consider inviting him to cross the lines. Which is why she was making plans of her own for tonight; whatever Derek had up his sleeve, it was nothing compared to what Casey was planning in the meantime.

As they pulled up to Derek's house, Derek leaned and gave Casey a quick kiss on the lips and waved her goodbye with a promise to pick her up at 6 tonight for their date. It was a beautiful day out today so Derek had told her they would be spending the majority of their date outside.

Casey walked into her house and was about to head up to her room when the phone rang. Thinking it was Derek, she went over to answer the phone. When she looked at the caller ID it was private so she knew it wouldn't be Derek.

"Hello?"

"---------"

"Um…hello?"

"----------"

Casey finally hung up the phone and just assumed that the line got cut off or something. But the strange part was she could have sworn that she had heard breathing.

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At 5:45 Casey was just putting the last effects on her outfit; some earrings and a new jacket did the trick. She was wearing a pair of faded flared jeans, a pink cotton t-shirt, and a pair of clogs. She thought she looked kinda cute and simple when she looked in the mirror. As she was sliding on her shoes, she heard the doorbell ring. When she ran to the door, there was no one there. Strange…hmm. Maybe I was just hearing things…But for some reason, Casey got a cold chill that ran down her back and made the hairs on the back of her neck stand up as she closed the door. She headed to the kitchen to tell her mother that she was going to be leaving soon when the doorbell rang again. This time, Casey was a little hesitant to open it. Finally when she turned the knob, Derek was on the other side with a lily in his hands.

"Hey, Case…you ready to go?"

Casey breathed a small sigh of relief at seeing Derek. She wasn't sure if she should tell him about the door so she decided to hold off on it at least for now…

"Yep…just let me grab my purse."

They walked to Derek's truck and he opened the door for Casey and walked to the drivers side, stared the vehicle, and they were off. As they were driving, Casey began to wonder where they were going. So she decided to ask him.

"So Derek, where are we going?"

"Well, if I told you then it wouldn't be much of a surprise now would it?"

"Well, what if I told you that I hated surprises?"

"Then I would tell you that you are gonna love this one."

"Hmph…okay, I guess we will just have to see about that."

"Oh…we will."

We continued to drive when finally Casey heard music and people shouting. When she looked up she saw the lights of a carnival. NO WAY!!!! I can't believe he remembered!

"You are not taking me to a carnival!"

With a knowing smile Derek replied, "Yes, I am taking you to a carnival!"

"I can't believe you remembered!"

"I remember everything you say, Case."

Casey blushed at the words while remembering when Casey had told him about her lack of carnival experience.

****FLASHBACK****

"Okay, my turn. Um…what is your favorite band?" Casey knew this one would be hard due to his elaborate taste in music, but if he had to pick one, then she wanted to know what it would be.

"Well, I would say that I have a lot, but what I have been really getting into recently is The Killers…hmm let's see…tell me something unique about yourself?"

"Okay…good question, I gotta think about that for a second…um…OH! I got a good one. I have never been to a theme park."

"What?!?!? Really? You have never been to a theme park?"

"Nope…or anything like them. No theme parks, no carnivals, no festivals, or anything. Growing up with a single working mom left little room for many family outings. Most of time we just all stayed in and watched something on television in order to spend time together."

"Well, I will take you to your first carnival…"

"What? No, you don't have to do that. It really isn't a big deal."
"Of course it is a big deal. Carnivals are great and I would love to bring some of that fun into your life. I promise, one of these days I will take you to a carnival."
"Alright then, I will hold you to that."
"Good…you can trust in that."

****END FLASHBACK****

They parked the car and walked up to the ticket stand. Together they decided to ride some rides, then eat, since they weren't sure how Casey would react to the rides they didn't want to add a full stomach of greasy food to the mix. After eating they would play some games.

"Alright, Casey, we have all these tickets and what appear to be an endless number of rides…you are in the hot seat: which ride first? Choose wisely now…"

"Hmm…let's play it safe the first one and go on the Ferris wheel."

"Excellent choice, my dear."

Walking over to the ride, they waited until it was time for the next round of people to get on. They handed their tickets to the ride operator and sat in the seat while someone checked their fastenings to make sure they were locked in properly. As the ride started, Casey became a little nervous. Derek noticed that she was gripping the bar in front of them so hard that her knuckles were turning white.

"Honey, are you okay?"

"Yes…no…I don't know. I think I just need to get used to it or something. Just all of the sudden I got a little scared is all."

Derek moved closer to Casey and wrapped one of his arms around her back and brought his other arm to her front to let her lean into him a little. It did help; Casey noticed just having his warmth surrounding her made her nerves a little more settled. It is almost as if her body became aware of his presence and knew that everything would be okay. That is strange…I don't think I have ever reacted to someone like that before.

"I think it is starting to get better…I don't feel so scared anymore."

"Good…I am glad that I could help." Derek started pulling away, but Casey held tight to him, not wanting to lose the contact quite yet.

"Just in case…"

"Works for me..." Derek whispered while settling her a little more comfortably to his side with a knowing smirk on his face.

"I really do like this ride. The view is so great and I love the feeling of the wind on my face up here. Makes it all seem so magical." Casey looked at Derek to see if he was following her and sure enough he was looking right in her eyes.

"I know what you mean, Case." Without taking his eyes away from her, Derek leaned down and kissed Casey on the lips. Bringing her face closer to his, Casey responded to his kiss by wrapping her arms around his waist and gently caressing her lips against his until she felt the familiar taste of his tongue against hers. No matter how many times they kissed, Casey always felt like the wind had been knocked out of her every time. She wanted to feel him against her and know that he would keep her safe. She wanted him to touch her like she knew he wanted to. She wanted to return all the emotion she was feeling right now into some sort of reaction that would show Derek just how much he meant to her. She wanted him to know that every moment with him was pure bliss…that just having him with her was enough to make her the happiest person in the world.

Derek was starved for Casey, literally starved. He couldn't get enough of holding her, kissing her, and knowing that she was his. Like a starved man for water, he drank from Casey. He wanted to give her as much as she was giving him. He knew that he loved her...more than anything he ever thought possible; he loved her. He wasn't even sure when it happened. Hell, for all he knew it could have happened the day she walked up to him and asked about the people moving in his house, or it could have been this very second. All Derek knew was that Casey was someone that was becoming very important to him and he needed her to know. He needed her to know that being with her was enough to make him the happiest person in the world.

After talking himself down, Derek was finally able to slow down their passionate kiss due to the rapidly growing crowd around the Ferris wheel.

"Wow…" That was all Casey could say when he looked in her eyes

"Yea…wow."

After the Ferris wheel, they had taken a ride on the super slide, the zipper, the graviton, the fun house, the salt&pepper shaker, and the Ferris wheel again before finally retiring to the section of the carnival to eat.

Now Derek was trying to get Casey to try her first carnival cuisine.

"Alright baby, you gotta pick, what do you want to try first?"

"Umm…I can't decide. You pick two and I will pick one out of those."

"Okay…the funnel cake or a corn dog."

"Let's go crazy…go for the funnel cake."

"Alright! That's my girl!"

They got the funnel cake and took it to a little corner of a picnic table. Derek wasn't sure if Casey got more on herself than was put in her mouth. He didn't mind it though. Anytime he saw strayed powdered sugar on her face, he took it upon himself to kiss and lick it off; which brought Casey to hysterics every time.

"I can't possibly be getting that much powdered sugar on me. I think you are just using this as an excuse to kiss me."

"You will never know." Derek said as he continued to nuzzle her neck for a "supposed" streak of powdered sugar.

After the food, Derek took Casey over to the games where she played the balloon darts and won a picture of a puppy. Derek played the milk bottles where you had to throw a baseball and knock all the bottles down. He got them all down on the first try and won Casey a rather large teddy bear that looked remarkably like Winnie the Pooh.

"Aww…it is Pooh Bear. What if I started calling you pooh bear…what do you think of that as a nickname?"

"Hmm…1. Only you could get away with it because you are cute and 2. Not too much in public."

"Okay….pooh bear." Casey grinned from ear to ear with her new nickname, knowing that it would be a great way to tease him.

"You are so lucky I love you." Without thinking of what he was saying, Derek had accidently proclaimed his love for Casey in front of the goldfish game at a carnival…not the place he would have first guessed to be.

"What?" Casey looked at Derek with a shocked expression on her face.

"Oh God…" Derek paled under the look that Casey was giving him. He didn't know what to say. Should he apologize, should he take it back, should he try to blow it over like it was nothing….but that is the thing, it was something. Derek had never said those words to anyone that wasn't family…and Casey most definitely wasn't family. That made this moment kinda important. Before he could say anything Casey beat him to it.

"How can you say that to me?"

"Look, I am sorry if you weren't ready to hear that Casey…really it just came out without me thinking about it. I didn't mean to make you uncomfortable or anything. I just said what I was…am feeling. I am sorry if that is difficult for you to hear…but I do…love you that is."

"How do you know?" Casey was so serious and determined that Derek was caught off guard a little by the question.

"What do you mean 'how do I know?'"

"I mean how can you know that you love me? How can you say that to me right now?"

"Look come here…I don't really want to have this conversation in front of all these people." Derek said as he took Casey back toward the cars where he opened the door and had her get in the passenger seat of his truck. He walked around the car to get in the driver's side all the while trying to figure out exactly how he was going to say what he knew he had to say.

"Casey, I know that this seems sudden…I know that. But I didn't mean for it to come out the way that it did and I certainly didn't mean to tell you while we were playing a game at the carnival. Maybe over a candle-lit dinner or holding you to me or something, but definitely something other than this. All I can say now is that I meant what I said and I don't regret saying it to you. I know that it may seem sudden, but I feel over the past couple months I have gotten to know some things about you. I know that you are a huge overachiever, but deep down you long for that rebellious side of yourself that hides inside you. I know that you like to control the things around you because anytime you lack control you feel vulnerable and weak. I also know that feeling weak is unacceptable to you because you were in a situation in which you had no control over and your weakness to the situation made it all the more difficult. However, I also know that everyone has to be weak and vulnerable sometimes and I know that I want to be there for you when you are. I want to keep you safe when you are vulnerable and I want to protect you when you are weak. I want you to be able to put down your wall with me and know that my feelings for you will keep you strong. I want this because I look at you and I know that you are the most amazing person that I have ever met. You are tough and brave and intelligent and beautiful and I can't picture a day with out talking to you or seeing you smile. I want to be the reason you smile and I want to be the recipient of those smiles. I want you Casey. I want to love you with all of my heart knowing that it is yours to keep. I know that you may not be ready to do the same for me and that's okay, but I just needed you to know how I am feeling."

During Derek's speech Casey was going through the entire situation in her head. Why he was doing this and saying this? How could he possibly love her? It didn't make sense to her that a great guy like this could say something so beautiful like that to her especially after the way she has treated him in the past. Yes she cared for him, but did she love him? As he continued talking she couldn't help but fall under the spell again. Her breathing became shallow and her heart began to race as he was telling her all her qualities that he loved about her. She was staring at him in amazement at this wonderful man in front of her. All of the sudden confusion seemed to cloud her mind. He loved her? He wanted to be with her? Why was he getting blurry? What was there moisture on her cheeks?

Derek looked at Casey and saw that she was crying and before he knew what he was doing he closed the space between them and held her head in the crook of his neck. He let her cry into his shirt while he nuzzled his head into her hair and whispered and kissed to try to soothe her sobs that tore at his heart in the most brutal way. He had made her cry…why? He didn't like to see her so upset especially because of him. She had had enough pain in her life; she didn't need anymore.

Casey pulled back a little and Derek wiped some of the freshly fallen tears with the pad of his thumb. The action warming Casey's heart and feeling his finger gently brush her face sent an electric jolt through her that raised goose bumps all over her body. She needed to tell Derek that she wasn't good for him. She needed to tell him that he deserved to find someone that wasn't broken the way she was like this. She needed to tell him that she didn't love him…she needed to lie. Yes, she loved him, but would it be enough. She didn't know if she could love him like he loved her. She didn't want to disappoint him. She needed to put aside her feelings and tell him that she couldn't feel that way. Could she do it? Could she be that selfless and let him go? She had to…she had to.

Sorry for the cliff hanger but I couldn't think of a better stopping point. I promise that it will be worth it though. The next chapter will make up for it I swear! Enjoy!