"Where to first?"

Yusei almost immediately regretted asking as Judai wasted no time in taking his wrist and dragging him through crowded groups of people, taking this turn and that until they found themselves in…the bathroom? Well, this definitely wasn't where he thought he was going and he couldn't tell if he was more confused or disappointed.

"Judai?" He questioned, raising an eyebrow at him.

Judai rummaged through his pockets, pulling out a baseball cap and dusting it off. "We had to come in through the back entrance, because you needed to avoid the media, right? Well, I hate to say it Yusei, but your hair is a dead giveaway."

Yusei glanced in the mirror and couldn't help but agree. Who else's hair naturally stood this way? Jack's came close when he let it grow out, but that never happened.

"Here you go," Judai chirped, putting the cap on Yusei's head and helping tuck his hair underneath. He laughed a bit as his hands were swatted away, most likely after accidentally pulling some hair or maybe it was how uncomfortable the hat probably was on top of his spikes.

"Hang on, hang on," Yusei protested, pulling the cap off and going to the sink. He pulled off his gloves and got his hands wet, so he could wet his hair a bit to make it easier to flatten under the cap. It was the only way Aki was able to get it to behave for her. "There. Better?"

"I think it's as good as we're going to get. Now let's go!" Judai walked out and waited for him. "We should totally hit the roller coasters first. That way everything else is less scary."

Yusei stared at him like he'd grown a second head. "Isn't that the opposite of how things are normally done?"

Judai only shrugged and took his wrist, dragging him along towards the rollercoasters and screaming. Yusei assumed the screams were from excitement judging by the dazed look people had getting off the rides. He himself only felt apprehension. While speeding down highways and junkyards and doing tricks was fun and exciting to him, he was in full control. Here, he knew he wasn't.

"We need to purchase tickets or…oh, there's a booth over there." Judai gently tugged him over to wait in line. "Uhmm…I just realized."

"I've got it," Yusei couldn't help his amusement as he pulled out his wallet and handed some money to Judai.

"Heh, thanks," he muttered sheepishly before turning to the clerk and paying for them both. They each were required to wear a paper bracelet to show that they'd paid for unlimited rides for the day and 4 games. Anything more and they'd need to pay.

Yusei let Judai take the map and lead them around to the first line. From what he could tell it lead to the smaller of the two roller coasters available that wasn't the one for the kids.

"Let's start with this one in case you don't end up liking them," Judai explained, rocking on his heels. The wait was always the worst part for him. He just wanted to get on and go already. Besides, he'd noticed awhile ago Yusei was tense, and he was starting to worry the long wait might give him time to decide against doing this.

Thankfully, it seemed the other was too busy studying the ride to pay too much attention to the line though and it wasn't too long before they were seated. Judai was sure to put them both in the front row.

Yusei furrowed his brows at all the instructions they were being given: hold tight onto this, press your head back against that. He tested the bar that was pressed down over his chest and on his lap it, happy to find they didn't budge much. The only direction it seemed to be able to move was further down to hold smaller people into place, not out to release.

"This is going to be so much fun," Judai practically burst out, looking to him in excitement.

"I take it you really like rollercoasters," Yusei commented and reached up to hold onto the sides of the harness as they were instructed.

"I love them almost as much as I love riding behind you on your runner." Judai said, turning a color that almost rivaled his trademark jacket the moment he realized what he'd just said. "I-"

The ride lurched forward just then, cutting off their conversation in the nick of time. Instead, their attention was turned towards the tracks before them. It was a slow crawl up to the top of a hill it seemed before it paused.

"Judai, is it supposed to-"

Whatever Yusei was trying to ask was immediately drowned out by the screams of both fear and joy from the passengers as the ride launched itself down the other side at a breakneck pace. Whether or not his scream was amongst those crying out in fear was a secret he'd take to his grave. The wind the drop created made hearing nearly impossible and breathing even more so. Yusei wasn't even sure what possessed him to do so, but instead of keeping a firm grip on the very secure metal bars on either side of his head, his hand instead shot out to grip tightly onto Judai's wrist.

Judai was quick to release his bar in favor of grabbing the other's hand instead, chancing a glance at the other to smile. He was mostly laughing and enjoying the ride as it went along, loving how it jolted this way and hurtled turned down that path. Along the brief straight path, he glanced over at Yusei again. For some reason, his grip didn't seem as tight as before.

"YUSEI! BREATHE!" He shouted and squeezed the other's hand a couple times to get his attention. He couldn't help laughing and being amused that he would need to remind him of all people that breathing was necessary, especially during a high-speed ride like this.

Maybe he'd been too mesmerized by the excitement or perhaps even just too high on adrenaline from the ride that his brain didn't focus on anything but the wind rushing by. Yusei didn't have control over where this was going or what it was going to do and that alarmed him more than he thought it would have. Judai's shouted reminder seemed to finally make his brain aware of how badly his lungs were burning from lack of oxygen though, and he staggered a few breaths. He glanced over and sent what he hoped was a reassuring smile Judai's way, squeezing his hand back as a thank you.

As quickly as it had all began, the ride ended, slowing back down to a halt where it had begun.

"A-Are you okay?" Judai spluttered out, trying to talk around his adrenaline induced laughter.

Yusei flushed darkly and nodded. Judai's laugh was contagious, because it seemed he couldn't keep from softly laughing along as well. "Y-Yeah, I'm alright."

Once the bars were released and they were allowed to get up, Yusei noticed their hands were still tightly clasped together.

"Sorry," he blurted out, trying to take his hand back only to find Judai take it back again.

"Don't be. Come on. You're going to need it back soon here anyway." the brunette grinned and stood up, helping him out of the ride and back onto solid ground.

He was about to ask what Judai meant until he'd stood up again and stepped out. His legs felt like jelly from all the adrenaline and he found himself clutching to Judai in mild alarm.

"I've got you," the other laughed, escorting him outside. Now Yusei understood the stunned expressions of those that he'd watched get off before.

Once they got to a bench, Judai sat down with him. "So, what did you think? I'm honestly amazed your hat stayed on. I thought it was going to fly away at the very beginning!"

"I'm impressed myself, though I think some of it might have to do with how crammed my hair is in it." Yusei agreed, reaching up just to confirm that the hat was indeed still in place. "I- I liked it. A lot. That was fun."

"So, do you want to go on the other one then?" Judai asked excitedly, gesturing to the larger roller coaster.

Yusei nodded and stood up. It had honestly felt like the first time he'd ridden a d-wheel, and he was more than willing to go through it again. He followed along behind Judai, though this time he kept his hand to himself. The crowds weren't thick enough in this area that he thought it necessary.

"I think the line starts here," Judai explained as they came to a stop behind a line of other people. Yusei could see it curve its way to the entrance of the ride.

By the time the sun was starting to set, they had visited nearly every ride. Judai had insisted that they go on the Ferris wheel last; however. He was also very particular that they go at sunset, so they could see all of Neo Domino at that perfect hour.

"So, it just goes in a large circle," Yusei confirmed, looking up at the large, stationary wheel. It looked far more mellow than majority of what the other had dragged him onto and he was admittedly glad for it. It would be a nice way to wind down after everything else.

"Mhmm, it'll spin around a few times and if we're lucky it'll stop while we're at the top. It looks big enough we'll be able to see the whole city and satellite!"

They were seated rather quickly in their booth and it wasn't long before the massive wheel creaked to life and carried them around and around.

Instead of looking around at the scenery, though, Yusei found himself watching Judai. He himself had seen the city from above several times thanks to Jack and his own adventures. It was nothing new to him, but Judai was another story. This version of Domino was completely different, and Yusei was mesmerized by the wonder and delight in the brunette's eyes. The soft little smile that played on his lips that seemed to grow a bit bigger when he saw something he barely recognized even if it was just Kaiba Corp's tower.

He was so caught up in watching Judai enjoy that when the wheel came to a stop, he let out a soft cry and scrambled to hold onto the bar holding them securely in place.

Judai looked over at him and laughed brightly, raising an eyebrow at him. "Were you not paying attention?" He asked in amusement, smile never leaving his face.

"I-I guess I wasn't." Yusei stuttered out, rubbing the back of his neck and looking away from him. He could only hope Judai hadn't noticed him staring at him instead of looking around.

"I guess I got my wish," Judai announced, turning his attention back to their surroundings. "We're right at the very top. Look around Yusei! Isn't it beautiful. The sun's setting across the water."

Yusei turned to look, eyes widening at the sight before them. He'd seen sunsets on the waters countless times before, and even sunsets from a high vantage point like the cliff, but this was completely different. The sky looked as though it were on fire, reds, oranges and yellows all mixing and extending away from the sun that reflected perfectly in the water it appeared to just be sinking into. It bathed the entire city and island bellow them in a warm and reddish light, that faded to a dark blue as he looked away from it. There wasn't even a cloud in the sky to break up the sky's perfect mix.

A sharp gust of wind broke him out of his trance when it suddenly rocked their booth and dislodged his trusty hat. It had survived two rollercoasters, the swings and even this one ride that just sped around in a circle to some music, but apparently it was no match for wind.

"Your hat," Judai reached out pointlessly for it, as though he might somehow catch it or will it back to them. "Dang it. Oh well. Rest in peace hat. May you find another person's head to sit upon who's just as wonderful as Yusei."

The mechanic in question felt his cheeks heat up at the words though he laughed softly and shook his head. "Let's hope it gets picked up by someone and doesn't just end up on top of a roof or something."

He expected Judai to say something about that like tell him that would be horrible, but instead he just got a silent, half smiling stare.

"What?" He finally asked, looking away from him to the horizon again. Something about that look made his stomach feel funny and his face feel warm.

Judai only shook his head and kicked his legs a little, grinning now. "Nothing, nothing. I was just thinking you should do that more."

"Do what?"

"Laugh. I just really like hearing it." Judai explained, taking his turn to avoid eye contact with the other.

Yusei was about to insist there was nothing special about his laugh when the Ferris wheel began to move again, effectively cutting him off as it caught him off guard again. This time, he felt a hand over his. Just as soon as it was there though, it was gone along with the quietest apology.

"Don't be," he muttered, biting at the edge of his lip as he felt his chest tighten.

Neither of them said anything else until the ride ended and they were let off. Yusei was a little confused by the ride attendants surprised look until he remembered that his hat had been stolen by the wind and was lost somewhere. He tried to look for a less populated path to leave from, but it seemed like right now was a popular time to ride the Ferris wheel.

"Great," he sighed more to himself than anyone else.

"Just act natural. I'm sure no one will try to stop you if you don't interact with them." Judai offered, nodding towards the exit. "Besides, it's getting late. Why don't we head out and get something to eat?"

Yusei smiled a bit and nodded, following after him through the gate back into the main part of the fair. He felt like they hadn't even gone 10 feet before he realized he'd lost Judai somewhere. The other wasn't in front of him and he'd apparently been absently following some other brunette in a red jacket hoodie instead for who could say how long. Turning around and scanning over the crowds, he tried to spot his hyper friend. His heart sank when he couldn't find him.

"Judai?" He called out, starting to back track.

He was about to give up his search and go to an information desk to see if they could help him find the other when he finally spotted Judai standing by the bench next to the Ferris wheel looking about as lost as Yusei felt. He'd gotten turned around a few times and things certainly didn't look familiar with the sun going down.

"Judai!" He yelled again when he felt he was within earshot, jogging over to the other as his head whipped around to search for whoever had called his name.

"Yusei! There you are." Judai said excitedly when he spotted him, running up as well. "I turned around at the exit and you weren't following me anymore."

"I guess I wasn't paying attention. I looked up and I wasn't following you anymore." Yusei admitted, just relieved to have found the other. "I've been looking for you. Were you here this whole time?"

"I figured you might, try to make your way back here so I thought I'd just wait. I was beginning to worry you'd left without me."

"I highly doubt Yusei even has the capability of leaving a friend behind," someone interjected behind them, drawing both of their attention to them. Jack grinned at them with his hands on his hips and Carly on his arm. He was wearing a black beret and sunglasses most likely to hide from the general public like Yusei had. "I thought you were going home after the match like you normally do."

"Judai wanted to explore a bit," Yusei filled in.

"Why don't you two come with us for a bit? Jack was just about to win me that awesome octopus stuffed animal!" Carly announced, gesturing to the game booths where a large stuffed purple octopus looked down on all the others. It was even wearing sunglasses.

"I was what?" Jack looked to the girl in annoyance. "Don't put words in my mouth."

"Are you saying you can't win the octopus?" Yusei challenged, knowing his friend wouldn't be able to resist.

"Oh, is that how we're going to play?" Jack returned, turning instead to Judai. "Judai. Do you see anything you like up there from the top shelf?"

"W-What? Me?" Judai looked to Yusei before studying the top shelf. That's when he saw it. "They have a giant winged kuriboh!"

"Alright Yusei. I bet you can't win that winged kuriboh before I win the octopus." Jack announced, offering his hand. "Don't worry about how many chances. I'll cover it."

"Jack, most of these games are rigged. You know that, right?" Yusei asked though it was difficult to resist as it was.

"Is that the excuse you're going with when I beat you?" Jack taunted, knowing he'd already gotten his way.

"Please Yusei?" Carly and Judai begged together, both eager to get their reward and watch the two compete.

Rolling his eyes, he gave in, taking Jack's hand in his. "You wish. Deal."

With their pact made, they walked up to the booth and watched the game. It was a ladder climbing game with a ladder only supported by one rope at the center instead of the traditional two anchors making it very unsteady. They both watched it for a moment, observing others attempt it and even the person running the game prove it wasn't impossible.

"Balance is going to be an issue," Yusei muttered, following Jack to the front so they could play.

Something about their demeanor changed, and Judai wasn't quite sure if it was for the better or worse. Yusei's eyes were narrowed in concentration and Jack's smile looked dangerous. They both nodded to each other after paying for their turn.

"Relax. They're just competitive." Carly reassured, folding her arms as she watched in amusement. Especially when the one in charge realized that it was the Yusei Fudo at his stall.

Yusei slipped off his jacket and handed it to Judai while Jack offered his to Carly. Neither wanted the edges to get in the way of their hands and feet.

Judai felt his heart skip a beat. He really hadn't realized how muscular Yusei was, let alone seen him without his jacket. He was always wearing his jacket before, and damn did the thick material hide a lot.

"Shit." He muttered to himself, putting a hand to his mouth to hopefully hide the faint blush on his face.

"I know," Carly hummed next to him, making him jump. He'd completely forgotten she was there.

His admiration of this new view quickly turned to amusement; however, as it took both of them all of two steps before the ladders flipped and dropped them to the ground. The next round, Yusei'd nearly reached for the next wrung when Jack reached over and flipped his ladder, effectively dropping the other much to his frustration.

"Just had to be sure of something," Jack taunted when Yusei stood up and tried to glare at him. Their height difference just made it completely ineffective though. He barely made it to Jack's chest.

Jack's strategy settled to just brute force, trying to power his way up the ladder while Yusei went more for speed. Judai was trying his hardest not to laugh at each tumble, fall and feisty exchange, but Carly's outbursts made it nearly impossible. He could tell Yusei was starting to get frustrated, so he decided he should probably say something.

"Come on, Yusei! You can do it!" He yelled to the other, giving him a thumbs up.

The mechanic looked over at him, raising an eyebrow before covering his mouth as Carly went all out starting to cheer for Jack as well.

He turned and started up the ladder once more, instead of trying for speed, taking his time and making sure his center of balance was lowered. Finally, he was able to slowly reach out and quickly press the button before his relief made him lose his balance and he fell again. To his surprise, Jack pressed it at the same time and fell beside him.

Both looked to each other and grinned.

"I win." Jack announced.

Yusei only shook his head and got up, slipping down and informing the very amused merchant which prize he wanted. Judai was right. The kuriboh was giant. It was hard to even wrap his arms around it to carry it over to the other.

"Here," he offered once he'd made it to Judai.

"Thank you!" Judai excitedly accepted the blush and buried his face in its fluff. "It's perfect!"

"You came on your dwheel, didn't you?" Jack asked after depositing the large octopus on Carly's head. "How are you planning on getting that home?"

Yusei pursed his lips and looked at the large plush clutched in Judai's arms. There was no way they were going to be able to get it home safely on his bike, and he somehow highly doubted that Judai was going to be letting go of his prize anytime soon.

"We might just have to walk," he sighed, comparing the distance to how tired he was from all they'd done today.

"He can ride with me instead," Jack offered. "I brought my car."

"I guess it is preferable," he agreed, looking up at Jack. "He's a good friend, Jack. Please be nice."

When he only got a grumble in response, he punched the other's shoulder. "Jack."

"I'll be nice, sheesh," Jack finally conceded, grinning down at him.

Yusei walked over to Judai to tell him of their new travel arrangements, but he couldn't even get a word in edgewise before Judai went from hugging the kuriboh to wrapping an arm around his neck and pulling him into a hug.

"J-Judai," Yusei protested immediately, trying to pull back without making him drop the plush.

"Thank you!" Judai gushed before finally letting go and going back to holding it. "S-Sorry. I love it."

"You're welcome?" Yusei couldn't really tell what he should be doing in this situation. He didn't think a plush would mean so much to Judai and he'd mostly accepted Jack challenge just for the sake of not losing face to his friend, but the brunette was just so happy and excited now. "Uhm, well, to get it back to the house, you'll have to ride with Jack. Is that okay?"

"What?" Judai's face fell a bit before logic caught up with him. "I guess we really wouldn't fit… You and I barely fit on your bike as it is."

"It was only built for one person," Yusei reminded.

"Okay, okay. Let's get home. I'm getting hungry."

Judai parted from Yusei at the entrance after he'd returned the jacket he may or may not have kept from the other on purpose until he specifically asked for it back. He watched the other disappear in the sea of other people leaving the fair off to where they'd parked the bike earlier that day before turning to follow Jack and Carly to their vehicle. He wasn't too surprised to find out Jack drove a nice white sports car, but it was still impressive.

"Wow. Your car is beautiful." He said in awe.

"It is." Jack agreed, smiling proudly only to receive a punch on his shoulder from Carly. "Hey!"

"You know what you did," was all she said before going to the passenger side and pulling her seat down so Judai could slip into the back. "It'll be a little cramped, but the drive to Martha's shouldn't take too long."

"Thanks,"

The moment the car door shut the mood did a 180, and Judai swore he could feel the air starting to freeze. He tried to ignore it as they drove out of the parking lot, but with every turn they took even he could tell they weren't going to Martha's.

"U-Uhm, Jack, are you sure you know where you're going?" Judai asked after a moment. Nothing looked familiar anymore. He could feel Haou and Yubel getting ready to take over or lend him their strength if he needed them, but he really hoped it didn't come to that. Jack and Yusei seemed like such close friends. What was going on?

"Of course. A king always knows where they're headed." Jack replied, only glancing at the other in the back seat through the rearview mirror.

It wasn't much further before Jack pulled over and put the car in park. The intimidating blond took off his sunglasses and turned around to face him, eyes narrowed threateningly.

"Alright, spill it. Who are you and what do you want with Yusei?"

Kitana: I honestly couldn't for the life of me figure out what carnival game they should play together. It took me literal hours of looking at them to figure out which ones wouldn't give them an unfair advantage, though really, growing up in the Satellite and climbing over questionably stable structures most of their childhood still gave them an advantage.

Hope you enjoyed as much as I enjoy writing this! Kinda a bummer this is one of the last happy chapters for a little while.

Reviews, favorites and follows greatly appreciated!