That night as Haley stood in front of the tall mirror and took in her appearance, her mind wandered back to Nathan's last words. "Maybe someday though." To tell you the truth she had been more than a little excited to be going to the carnival tonight in hopes of seeing Nathan as Lucas promised he would try his best to get him there.

"Tutorgirl, you look fabulous", Brooke said, standing back to admire the blonde beauty. To get things going Haley had decided to wear something that would grab attention--Nathan's attention in particular. She had on a V-neck blood red leather top and dark blue jeans with a pair of black heels. Accompanying her attire, her lipstick was a bright shade of red with the smokey shadow look and the blush on her face accented all the right places, giving off a natural yet sophisticated look.

Blushing, she swatted a piece of loose hair out of her eye's line of view. Figuring she'd be on some kind of rides most of the night, she tied her hair up in a bun, only a few strands getting away, escaping to fall loosely next to her head.

"Hey I speak the truth. Now where is P.Sawyer? We need to get going, I mean I've to scout out and have first pick of the guy's there."

Rolling her eyes, Haley chuckled following a swift Brooke out of the room as they made there way downstairs. Waiting patiently next to the door, rapping her fingers lightly on her jeans, Peyton smiled at there arrival.

"Well took you long enough. I thought I was gona have to come up there and drag the both of you down."

Brooke blinked in confusion, looking back to the stairs only to look once more at Peyton.

"I-But.. I th-"

"What?", Peyton asked now entirely confused at the girl's reaction.

"I swear I thought I saw you up in your room a minute ago."

"Brooke I've been down here the whole time. It only took me like two seconds to get ready."

"Yeah I seen here come down here before I even got dressed", Haley added giving Brooke a weird look.

Brooke's mouth slowly opened as she pointed up the stairs.

"Well then who the hell did I see in your room?"

Now confused as well, Haley looked at both of them.

"Brooke, I was down here you couldn't of seen anybody in my room", Peyton cried incredulously.

"Bu-, you know what forget it, let's just go", she said shaking her head agitatedly. Peyton looked to Haley who just shrugged and continued out after Brooke.

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"So where is Lucas suppose to meet us?", Brooke asked. The three of them now stood right outside the entrance, having already got there bands they were now waiting for the two brothers to appear.

"I don't know he just said he'd meet us there so we should see him since I don't think he's already inside", Peyton replied, looking over the heads of the bunches of people milling about trying to get through the line.

"There!" Haley pointed to Lucas who was making his way over to the three girls. Having not seen Nathan following behind, her heart sank. 'He must not be coming.'

"Luke, good to see ya", Peyton said hugging the blonde man as he gave Brooke a wave and turned towards Haley extending his arms.

"Hey buddy."

"Hey." She took his outstretched hands and gave him a hug, trying so desperately to hide the disappointment on her face. However this was Lucas and he knew what she was thinking just by staring at her face.

"He's coming in a second, just had to take a call."

Smiling Haley nodded.

"Thanks Luke."

"No prob."

A few moments later, Nathan appeared from the crowd that was swamping towards the booth coming to stand next to Haley, giving her a shy glance before nodding his head at the rest of them.

"Guys this is my brother Nathan. Nathan this is Peyton and Brooke", Lucas said pointing to a curly haired blonde and playful looking brunette.

"Damn, tutorgirl you did good. He is so fine!" Peyton bumped Brooke who turned to look at her with a 'what?' face before she realized the situation.

"Oh right. Sorry Haley."

Blushing Haley just nodded her forgivness turning to Nathan, expecting him to be just as red instead finding a smirk. 'Well I guess the sayings true; the more things change, the more they stay the same', Haley thought. She remembered Nathan had always been so cocky in Highschool, but since being with her she had started to rub off on him and he wasn't so egotistical, but he still had that side.

"Okay shall we go in." Peyton clapped her hands together and pointed towards the entrance.

"Wait we need to get our wrist bands", Lucas said.

"Ah already taken care of. Youhoo." Brooke waved for the guy behind the booth and he instantly came out, two red braclets in hand. She pointed towards Nathan and Lucas and without hesitance the guy fastened them around there wrists, turning back to a smirking Brooke and smiling shyly before heading back into the booth.

"Wow... that was..."

"I know", Brooke cut off Lucas, giving him a flirtious grin and turning on her heel to enter the carnival. Haley and Peyton followed close behind along with Lucas and Nathan, no one noticing the blonde's jealousy.

Once inside they stopped, looking around at all the events and activies encompassing them.

"Lucas come on, let's ride the roller coaster", Peyton said, snatching onto his arm before dragging the blonde boy through the crowds of people.

"Well, looks like you two are on your own. There's someone with my name on him", Brooke smiled deviously, giving a small wave before wandering off into the crowd herself. Now all that were left was Haley and Nathan and Haley swore she could hear her heart beating a million miles a minute. Even though she had recently been around him she had also left without saying anything to him. Glancing in his direction she seen his hands shoved in his pockets looking around until his eyes met hers.

"So, do you want to go on a ride or something?" Haley asked and Nathan shook his head looking away. She hoped he wasn't mad at her.

"Nah I think I'm just going to walk around." And with that he left leaving a shocked Haley behind. She couldn't believe he just left her here. She thought that they had gotten over the avoiding each other only to now see that she probably brought on the hating each other. Sighing she hung her head walking out into the crowd... alone.

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"Tutorgirl, why are you alone?", Brooke yelled over the carnival music and the loud screeches of people, walking up to Haley who was leaning against one of the many random game machines, cotton candy in hand.

Haley shrugged staring off into nothing. She really didn't feel like talking right now.

"Want some cotton candy?", Brooke offered.

"No thanks, I hate pink." Brooke smiled at her friend. She couldn't even eat something colored pink.

"So where is Nathan?"

"I don't know."

"What do you mean you don't know?"

"I mean I don't know, he just walked off", Haley replied staring down off into space.

Brooke sighed, looking at her friend with warmth in her eyes.

"Hey, you guys are going to get there, I know it."

Haley smiled slightly nodding, but not really believing it.

"Hey Brooke, Haley!"

Both girls turned to see, Peyton walking towards them, Lucas in tow.

"Guys having fun?"

"I'm having a blast, but tutorgirl here", Brooke pointed to Haley, "not so much."

"Where's Nathan?", Peyton asked.

Haley shrugged again, must of been the millionth time that night.

"He left."

"Left?", Lucas drawled.

"Just wandered off into the crowd."

"Without you?" Haley nodded and Lucas sighed, he had an angry expression on his face and he was looking into the crowd.

"I'll be right back", he anounced, walking into strings of people.

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"Nathan! Hey Nathan!", Lucas called, trying to catchup with the raven haired man. Nathan stopped at Lucas as he approached clearly pissed off.

"What?"

"Don't give me that. Why aren't you with Haley?" Nathan looked at his brother's face, annoyed.

"Just because we talked, doesn't mean I want to hang out with her."

"So you just left her there?" When Nathan didn't reply back he shook his head feverishly.

"Your such a jackass. You know this is probably your LAST chance to get things right with Haley and don't feed me the-you're-mad-at-her crap 'cuz you know as well as I do that despite that fact, you still want to be with her."

Nathan stayed silent looking over his brother's shoulder avioiding Lucas's gaze.

"I'm telling you right now Nathan. If you keep acting like this, you're gona blow things and you'll never get her back. Think about that", Lucas warned backing away from him.

"Think about that."

------------------------

"Did you talk to him!?", Peyton asked impatiently.

Lucas nodded.

"I did."

"And?"

"And that's it." Peyton's smile dropped.

"What is wrong with your brother?"

"I don't know." He put his arms around Peyton's shoulder.

"I don't know."

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Haley walked around aimelessly, trying to find anything to occupy herself. She said her adue's to Brooke and Peyton saying she was going to walk around. She spotted the ferris wheel and smiled brightly. She had always loved them every since that one special moment.

-Flashback-

"Come on Haley, get in", Nathan said, tugging her hand gently into the seat beside him. He smiled as she immediately tensed and molded her body to his side, hiding her face in his chest. She was afraid of heights, always had been since she was a little girl and now that she was older it only intensified even more.

"It's okay Hales, just breathe."

"Oh sure it's so easy for you to say that, but your not the one whose stuck fifty feet in there air scared to death of heights", she retorted, lifting her head only enough to peak at him with one eye. He chuckled, wrapping his arm around her body allowing her further access to bury herself into his body. The ferris wheel slowly rocked, then lifted, making it's way into the air. Haley gasped, grabbing on to Nathan's jacket, her knuckles so white they could be mistaken for snow. After what felt like ages they stopped--thinking they were safe and could get off the ride now-- Haley popped up only to shriek in fear. They were stopped way up high.

Nathan laughed, grasping on to her shoulders.

"It's okay Hales, I got you."

"Whatever", Haley huffed, not very happy that he was finding her little dilemma amusing.

"Aww don't get mad, I'm sorry, how about I fix that and take your mind off it for you?", he offered, raising his eyebrows.

"And how exactly are you going to do that?"

"Like this", he replied, grabbing her face between his cold hands and tenderly pressing his lips against hers. Haley--now no longer paying attention to her fear-- kissed him back, running her hands through his hair as he hungrily deepened the kiss. He moved from her lips to her neck, sucking in the soft skin and causing a moan to escape her lips. Her hands wandered under his jacket to his button up shirt and she tore it apart, grazing her fingers over his hard abs. This caused Nathan to groan, and he continued the path to her collarbone dipping his tongue into the crevice.

"Ahem", a voice sounded, breaking the two apart as the maching operator looked at them expectantly. It seems that Nathan was indeed right, the whole time she never even felt the ferris wheel kick back into gear and start moving again.

Nathan smirked, turning back to Haley and placing a light kiss on her lips and hopping out of the small cart, extending his hand for Haley to take which she graciously did, smiling.

"See, I told you I'd fix it."

-End of Flashback-

Every since then she loved coming on ferris wheels, her fear no longer evident as she approached the halted ride. The grin fell off her face as she realized she wouldn't have the same experience as before. Still though she needed something to take her mind off of everything around here.

She stepped into the small carriage, placing her hand in the seat next to her as signal to not sit anyone near. When she felt her hand scooted away and the warmth of a body slide in beside her, she gritted her teeth and turned her head sharply towards the intruder.

It was Nathan.

He smiled at her and turned his attention ahead of him avioding her gaze. Dazzled she finally broke out of her gaze and settled back in the carriage as she heard the rumbling of a motor and started to lift into the air.

"Not scared anymore?" At hearing his voice, she turned to look at him and shrugged. Nathan sighed realizing he must of really pissed her off.

"I'm sorry Haley, I didn't mean to do that earlier."

"Then why did you?"

"I just... I just didn't know what to say to you."

"Now you get how I felt", Haley returned and once again turned her head away from him. As she was lost in her thoughts, she felt a hand intwine with hers and she looked up to find Nathan innocently staring away. She was so suprised that this was happening that nothing else mattered. And she realized somthing. She felt as if this was the start of a friendship, their friendship... back to eachother's heart.

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