Arthurs Note::I don't Own Fairy Tail::

Alright Readers. I know I have been MIA for a long time and this chapter is coming in really late. But I hit a bad case of writers block and no matter how hard I tried I just couldn't get back into writing my fanfic. I am so sorry to keep everyone waiting for this chapter because I know that when I find a fanfic I like I just want to keep reading it till I know how it ends. It has been a while since I wrote anything and I feel like this chapter is shorter then all my other chapters but I finally sat down long enough to write something so I really hope you all like it

It was finally time for the carnival and unfortunately there were four people who were running a little late.

"S-See... I t-told you that we would... We would be late" Lucy huffed trying to catch her breath.

"S-Sorry" Lisanna said apologetically as she tried to catch her breath as well. "It's m-my fault."

"It doesn't matter whose fault it is" Gray said as they approached the doors of the hotel "We are here now."

"Ice Brain's right... for once." Natsu added "Let's have fun. I'm all fired up"

As Lucy opened the doors "Let's just hope that the ride's aren't to fu..."

As she opened the door she couldn't believe what she was seeing. As the four of them walked along the candle lit path Lucy was amazed by what she saw right in front of her. All the rides were wonderfully lit and along with the amazing choice carnival games with amazing prizes the food selection was just as beautiful and of course every meal was meant for two.

As Lucy stared wide eyed in amazement her eyes glistening, Gray couldn't help but smile to himself seeing the blonde so happy.

"It all looks so amazing" Lucy said as she looked at all the different rides and game stands the hotel set up "Where should we start first?"

"I've got an idea." Lisanna suddenly spoke up "Why don't you and Gray go one way and Natsu and I will go the other and we will meet up at the Ferris wheel close to midnight and we can all ride that one together."

"Sounds good to me" Lucy agreed "What do you think Gray?" She asked looking over to her raven haired companion.

"Sounds like a plan." Gray replied simply.

As the group split and went their separate ways Lucy couldn't decide what she wanted to do first. There were so many choices.

"There are so many rides to choose from" She stated, "Where do you want to start first?"

"Doesn't matter to me." Gray replied. "Just lead the way and I will follow."

As she scanned the rides her eyes settled on which ride she wanted to go on first. Grabbing Grays hand she looked toward the roller coaster she decided she would start with the big ride and work her way to everything else.

~An Hour and a half Later~

All the games had been played and prizes won. Lucy and Gray rode as many rides as they could fit in and some they decided to ride twice. Natsu and Lisanna, well that is a different story I'm sure you can guess how that went. Now it was that time for everyone to meet up at the Ferris wheel. Lucy walking with a stuffed animal Happy that Gray had won her at one of the stands. As a thank you for the prize Lucy made the choice to sneak away while Gray waited in a oddly long line for a snow cone. Well a game of ring toss on a bunch of bottles ended up earning Lucy a Natsu action figure, she let out a soft laughed at the irony.

Gray ended up getting his snow cone quicker then expected. After he received his cold treat he spotted the blond at the stand and walked up behind her as she received her prize.

"Lucy, what are you doing?" Gray asked scaring the blond as she hadn't realized his presence just yet.

"Geez Gray, you scared me" She expressed with one hand on her fast beating heart and the other holding her prize behind her back.

"Sorry" He apologized quickly before going back to the topic he had previously asked as he was curious about what she held behind her back. "What are you hiding Luce?"

"Uh, it's nothing" She answered.

But they both knew they she was no where near convincing so he raised a brow and asked once more "Luce?"

Tightening her grip on the small figure she let out a sigh and held her hand out for Gray to see. "Well you see.." She wanted to just come out and say it but it wasn't that easy and to make matters worse she could feel a slight blush coating her face "I wanted to thank you for the fun time I've had today that I wanted to win you something and well this is it."

As Gray stood there he couldn't help but just stare at the figure of his rival/friend. What is it about this guy always getting in the way some way or another He couldn't help a soft snicker leave his mouth at the thought. But as he looked at Lucy he couldn't help but feel happy about the gift she had won for him even if it was Natsu.

Taking it from her hand he couldn't help but relish in the feel of her soft hands as his grazed hers. As she stood there staring at him he could barely make out the light pink blush that still coated her cheeks.

She looked at him wide eyed in shock that he would actually take the gift. She thought that seeing the Natsu figure he would turn it down. Then a smile graced her features as she grabbed his hand lacing their hands together and lead him towards the Ferris Wheel.

"Come on" She said happily "They are probably waiting for us."

Good thing she was leading the way because that way she couldn't see the blush that was now on Gray's face.

~At the Ferris Wheel~

"There you guys are." Lisanna said as the two arrived "We were starting to think you were gonna miss it before the park closed for the night. It's almost time for the fireworks."

"Sorry." Lucy said apologetically "There was just one more game I wanted to play before we got here."

As the words came from her mouth she couldn't help but blush again and Lisanna couldn't help but eye her suspiciously, but didn't ponder on the thought long before the guy started seating them two to a seat.

As the ride went along it got to the point where Gray and Lucys seat stopped right at the top and she couldn't help but admire the view of the night sky.

It was then at that moment that it was either now or never to tell his comrade his feelings towards her.

"Luce" Gray called getting her attention. He was nervous with her just staring at him, but he did his best to push past it "I-I've been thinking."

"About what Gray?" Lucy asked.

"About a lot of things. For starters the kiss that happened between us a while back." Gray began.

Just mentioning the kiss brought back the memory of that night and what had happened between the two of them. She hadn't admitted it out loud but she kind of sort of liked the kiss. But she had never really put much thought into possibly having feeling for the ice mage for one of two reasons. One being Juvia would KILL her if she even remotely thought she had feeling towards him and two being Natsu and her feeling towards him.

"Look Luce" Gray cut off her thoughts as he continued "Since the first kiss and even before that I have had feelings for you as something more then a teammate." At this confession Lucy's heart started to race. She never imagined that Gray would ever have these kind of feelings for her. He practically had Juvia throwing herself all over him all the time so she figured sooner or later he would end up returning the feelings.

"Gr-" She tried to interrupt but she was cut off. "Please Luce let me finish." At this she could only nod and listen. "I tried to suppress these feeling but then we kissed..." He paused for a slight minute before continuing "I don't know it just made me see that I would like to possibly have something more with you. All I want and will ever want is for you to be happy and if that just happens to end up not being me who can make you happy then I am ok with that, but if you are willing then I say we give it a shot. And if things don't work out then we can go back to being friends and comrades."

After letting his words sink in Lucy felt shocked and confused. She had been so clouded by her feeling for the pink haired Dragon Slayer she didn't really think anyone else might have feelings for her. She didn't want her friendship with Gray to be ruined but with his confession out there there was no way she could just act as if he never mentioned it at all.

"Gray, I don't know" She said in barely a whisper.

"Luce" Gray spoke again before she could say anymore "I get you are unsure and I know this is a lot to take in all at once. All I'm asking is a few dates to see if there might be a chance of this possibly working. Even if the chances are slim how will you know unless you see for yourself."

Just as she was about to answer she looked down in the seat below them was Natsu and Lisanna. Natsu being motion sick as always was laying on Lisanna's lap while she ran her hands through he hair. Lucy felt a bit heartbroken by this but she knew if she couldn't have him she would have to open up her heart to someone and maybe just maybe that someone could be Gray.

"Okay" she said in barely a whisper but Gray caught her words.

"Really?" Gray asked a bit unsure he heard correctly. Letting out a giggle she couldn't help but smile as she nodded her head to let him know her answer again. Suddenly she was brought into his arms and into a strong but secure hug.

After a minute Gray broke the embrace. "I promise you Lucy. You won't regret this. I will try to make you as happy as I can." With those last few words Grays sudden excitement brought Lucy in for a short but sweet kiss and just as the two broke apart the fireworks exploded in the air for everyone to see.

As they looked at the fireworks in amazement Lisanna had a smirk on her face as she had turned her head just in time to witness the kiss between the two letting her know that Lucy was no longer a threat that would come between her feelings for Natsu.

Again I'm sorry for the delay and as short as this chapter may be I hope this will satisfy everyone's updating needs till I can get the next chapter up and rolling. Please tell me what you think of this chapter. Like it? Hate it? let me know

Just FYI I wanted to make the carnival scene a bit more detailed but seeing as how I have never been to but maybe one carnival I didn't really know how to make it come to life so I decided to shorten it