A/N: I'm trying to give each chapter an element of the original episode, but naturally some chapters and situations are going to diverge more than others due to the nature of this story and the way in which Adrian and Amy are similar but also two very distinctly different characters. (And likewise, some things that happened in the show might show up earlier or later in this story than they did in canon, just because the characters have different drives. i.e. Season one Adrian who doesn't know who the father of the baby is being sternly set on abortion very early on, whereas Amy didn't know what to do for several episodes in.) Anyway, onwards and upwards!

Turning Tables

I Feel Beautiful

"You said that already."

"Sorry," Ben blushed. "But it's true, you're beautiful, Amy Juergens."

Then it was Amy's turn to blush. "Thank you."

"You're welcome."

Ben drank her in again: her hair pulled back with two glittery butterfly shaped clips, adorned in a knee length peach colored sleeveless dress, dainty satin ballet flats, and sporting just the right touch of carnation pink lip gloss. He couldn't stop counting his stars.

"Are you just going to stand in the hallway all night?"

Ben peered around Amy to see her younger sister, Ashley, staring at them with her typical poker face. "No, no, we're going." He wrinkled his nose. "You didn't want to come too, did you?"

"On your date with my sister?" Ashley replied. "I think I'll pass."

"We'll see you later then." He gave a half hearted wave and opened the door for Amy, who smiled as she walked out. On the curb the limo was waiting and Ben hurried to the door in order to open it for her.

"You're such a gentleman."

"I do what I can." He rounded the car and slid in beside her as she was fastening her seatbelt. "So what's your favorite ride?" he asked casually.

"The carousel," Amy replied without blinking. "It's been my favorite ever since I was knee high to a grasshopper, as my Mimsy would say."

"Mimsy?"

"My grandmother," Amy laughed. "Yeah, I used to drive my parents crazy when I was little. It was the only thing I ever wanted to ride. Ashley would get so many, because they'd tell her she couldn't go on the rides she wanted unless someone else went with her and I never wanted to, so it always had to be one of them. Usually my dad. Maybe that's how they got so close?" She shrugged. "What about you?"

"My mom used to take me through the House of Mirrors when I was little. I can't tell you how many times I would smash into them before I finally found my way to the back, where we'd then pose in front of the mirrors and see how fat or skinny or tubby or giant we'd look." He tapped his fingers on his knee. "I'm also a big fan of the Ferris Wheel."

"Really?" Amy asked. "I don't know, I've always kind of been afraid of it. Like it might give out just when I got to the top."

"It won't give out," Ben said, laying his hand on hers. "I won't let it."

"How can you be so sure?"

"I just have faith, that's all." He smiled. "So what do you say? If I ride the carousel with you, will you ride the Ferris Wheel with me?"

Amy bit her lip. "I guess I could give it a whirl…"

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"You're going out with her?"

"It's just a date, Adrian."

"Yeah, a date. You don't do dates, Ricky."

"I dated you."

"We went on three days and the third only happened because you wanted to get in my pants." Adrian placed her hands on her hips. "What's so special about Grace Bowman anyway? Is it the challenge? Is that what makes you hot?"

"I feel bad for her," Ricky drawled. "She just broke up with her boyfriend, she's sad and alone-"

"And vulnerable."

"Look, this isn't up for debate. I'm just taking her out to the carnival to lift her spirits, that's all. I'll take you this weekend."

"I don't want to go this weekend."

"Why?"

"Because," she snapped. "Because…I don't want to go anywhere you've taken her."

"Don't be so jealous," Ricky yawned as he pulled on his socks and shoes. "We'll do something this weekend, don't worry."

"Whatever." She poured herself a glass of milk that she didn't really want, but it was something to do to keep from looking at him getting all dressed up to go take out the prissy little blonde. The thought of Ricky getting Grace into bed made her skin crawl. There was no passion between them, just lust and a hurdle that Ricky wanted to test himself against. The images in her mind, combined with the liquid trickle of the milk, suddenly made Adrian's stomach flip-flop. She dropped the carton and raced by Ricky, down the hall, and emptied her stomach into the toilet.

"Adrian!" Footsteps thudded down the hallway behind her and Ricky soon filled the doorway, looking legitimately concerned. "Are you okay?"

Adrian yanked a wad of toilet paper from the roll and wiped her mouth before flushing it along with the vomit down the toilet. "I'm fine," she lied, wiping her mouth with the sleeve of her bathrobe. "Just go."

"Are you sick?"

"Obviously. Look, it's probably just a bug or something." She waited to see if another wave would hit her and when it didn't she pulled herself up and began to fix her toothbrush. "I ate a yogurt that was a day or two out of date earlier, that's probably it. Don't worry about me." Judging by his reflection in her mirror, she liked the fact that he seemed hesitant to go.

"If you're alright…"

Adrian spat into the sink. "Fine. I'll be fine." Once he left, she kicked the door shut. "Come Friday afternoon, I'll be fine."

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"This is really good!"

Cheesy carnival music was playing all around them, accompanied by the binging sounds of games and screaming kids. Ben was carrying a paper cone of pink cotton candy in one hand and walking beside Amy, who was nibbling on a sausage melt with peppers and onions. "Told you!"

"Here," she said, pushing it as his mouth.

Ben shook his head. "I bought it for you."

"No, come on! I can't let you spend all this money on me without enjoying yourself just a little bit!"

"I am enjoying myself! Just being with you is joyous enough."

Amy lightly pushed his arm. "Come on," she urged.

"If you insist." He bit into the melt, chewed, and licked his lips thoughtfully. Then he tore a wad of cotton candy from the stick and fed it to his girlfriend. "You know, when I started this year, I never suspected it would end up like this."

"Me either." Amy shook her head. "I never saw myself as getting a boyfriend until I was, I dunno! Fifty!"

"Fifty? You're insane!"

"No, really. It's not like I didn't want one, it's just that I'm always so shy and not outgoing enough that I never really thought I would have a boyfriend."

"How'd you get up the courage to ask me out then?"

Amy shrugged. "Just…some things. Over the summer. I grew a tougher skin, I guess you might say."

"If you don't want to tell me, that's okay." Ben shook his head.

"No." Amy grabbed his hand, stopping them in front of a fish bowl game. "Look, there was this guy at band camp during the summer. I thought I liked him and I thought he liked me, but it turns out he was only using me, hoping to get me to have sex with me. Another girl warned me, but I didn't heed it until I was in a really uncomfortable place and then I had two choices: do what he wanted or say no."

"And you said no?"

"For the first time in life I did. I stood up for myself. And you know what, if felt good! And I realized that I was stronger and braver than I thought."

"You're inspiring, Amy Juergens. You know that? I wish I could be more like you."

Amy gently ribbed him. "Shush. You're a wonderful guy, Ben Boykewich, and I'm lucky to have you."

"No, I'm lucky to have you." He dug into his pocket retrieved a wad of tickets. "Now, how about that carousel?"

Amy tugged Ben's arm enthusiastically and bounced on the balls of her feet on their way towards the carousel.

"Ben! Amy!"

Ben stopped short at the sound of Grace's voice. He knew about her breakup with Jack, it was news all over the school, so he was surprised to see her at the carnival. "Grace, hey. How are you?"

"Good!" she gushed, twirling her hair.

"Are you here with-"

"Ricky!" Grace waved and jumped a bit as the latter walked up behind Amy, who seemed to stiffen at the same. "Isn't he sweet?" she asked, taking a snow cone that he was holding out to her.

"Yeah," Ben muttered under his breath.

"Ricky, this is Ben, Ben, Ricky. And this is Amy." Grace scratched her nose a bit at Amy's introduction. "Our parents go way back."

"Way back," Amy agreed bitterly. "And…we've met."

"You have?"

"Yeah," Ricky replied, trying his best to hide a scowl. "We're both in band."

"Oh, right!" Grace thrust her palm against her head. "Stupid me, I should've known. The drummer and the French Horn player, duh!"

"I take it you're on a date?" Ben asked, raising his eyebrows. "So you're not with Adrian anymore?"

"Adrian and I aren't together," Ricky said quickly. "We're just acquaintances."

Ben scoffed. "Right." Eyeing Amy, he could tell something was not quite right with her, but he couldn't put his finger on what it was.

"Grace, can I talk to you for a minute?" Amy asked quietly. She batted her eyelashes at Ben. "Girl stuff?"

Grace seemed surprised, but nodded enthusiastically. "Do you guys mind?"

Ben smiled awkwardly. "I'll be right here."

"Take all the time you need," Ricky replied in his most charming voice that didn't have Ben fooled for a nanosecond.

Ben eyed Amy and Grace in the distance. From what he could make out, Amy seemed to be talking, but Grace's cheery face was changing the longer Amy's mouth moved. He had a bad feeling in the pit of his stomach and wasn't sure if it was all the junk food, standing beside the notorious drummer, the look on Grace's face, or all of the above.

"So you and Amy Juergens, huh?" Ricky's tone was mocking. "Better watch out for her, she's a little flirt, she'll lead you on. Little cockblock."

Ben felt his fist crunch up around the cotton candy cone. He turned to Ricky, just about ready to throw a punch when Grace rushed back up, her face red like Ben had never seen her before. She draped herself over Ricky's arm, blocking Ben's chance for a punch.

"We'll see you later, Ben!" Grace announced, before flouncing off.

Amy pressed her palm to her forehead before looking at Ben's wadded fists and stiff posture. "Ben?"

"That arrogant ass! He doesn't even know you!"

"What?"

"Ricky!" Ben seethed. "The drummer! He – he called you a flirt, a – a…I'm not even going to repeat it. He's a bastard!"

"Ben." Amy laid her hands onto his arm, calming him. "That guy from band camp that I told you about? That was Ricky." She deflated. "That's what I wanted to talk to Grace about, to warn her. I think he's only after her because she's a virgin, like me. But Grace and I…we have some history. A lot of history, actually. We were kind of raised as rivals, because our parents – my dad and her mom – were married before my dad married my mom and her mom married her dad. Then we were born just months apart and, well, there are hard feelings there. Anyway, I tried to warn her, but she took it the wrong way-"

"He's bad news."

"That's about the crux of it. I may not be Grace's friend, but I don't want to see Ricky take advantage of her like he tried to do to me."

"What do you think we should do?"

"I don't know."

"Maybe I could try to talk to her tomorrow?"

Amy frowned. "I dunno, Ben. She might think I put you up to it and I don't want her to get mad at you."

"If she gets mad, then so be it, but she needs to know, Amy."

"Yeah, you're right."

Ben glanced down towards the carousel. "I don't mean to sound insensitive, but…does this mean you don't want to go on the carousel anymore?"

Amy glanced in the direction Grace and Ricky had walked off, then shook her head. "No, it's okay, I still want to go. There's not much we can do at the moment anyway. If Ricky does try to put the moves on her tonight, at least she'll have what I said banging around in her brain and, hopefully, the willpower to say no."

Ben offered his arm and Amy looped hers into his. "I hope she's okay."

"Me too."

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Ten minutes to nine, there was a telltale knock at her door. Adrian managed to drag herself there, despite the last hour she'd spent hunched over the toilet bowl, and opened it to find the one person she'd expected to on the other side. What surprised her, however, was the brown bag he was holding. "Please don't tell me you brought back leftovers."

"No," Ricky smirked. He stepped inside and peeled open the back, revealing a bottle of Pepto-Bismol and box of soda crackers. "I thought these might make you feel better."

Adrian smiled in spite of herself. "I can't believe you did that."

"Why?"

"Because – you just – thanks."

"You're welcome."

Adrian began to shake up the pink bottle, trying not to watch as she did so. "So…how was the carnival?"

"Fine."

"Do anything fun?"

"We went on a couple rides, got snow cones, and left. Like I said, I was just trying to cheer Grace up."

"Uh-huh." The Latina measured out dose of Pepto and swallowed it. Pepto-Bismol was one of the oddest tasting medicines she'd ever had. It was minty and chalky at the same time and tasted like the pink candy hearts in the Valentine's Day candy heart mixes. Or maybe it was that the hearts tasted like Pepto. Either way, it wasn't horrible, but it wasn't great either, so she followed it up by biting into half a soda cracker. "You don't expect me to have sex with you tonight, do you?"

"I think I'll pass on being potentially vomited on, thanks." Ricky nodded to the bag. "I just wanted to drop that off and make sure you were alright. I have an English paper to finish anyway."

"I really appreciate it," Adrian stated sincerely, allowing her guard down for once. She stepped between him and the door. "Thanks."

Ricky studied her for a moment, then it was gone. "It was nothing." He hesitated, then seemed to lean in for a kiss and veered off, kissing her cheek. "I'll see you tomorrow."

"Yeah, maybe. If I don't still look and smell like a vomit bin."

Ricky snorted. "I'll see you tomorrow."

Adrian locked the door and slid down it after he left, hugging her knees to her chest. She eyed the remaining half of the soda cracker between her fingers and shoved it into her mouth. Strange as it seemed, the bag of Pepto and soda crackers had probably been one of the sweetest things anyone had ever done for her, and Ricky didn't even have a clue.

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"Don't rock it! Don't rock it!" Amy gripped the safety bar and was leaning as far back into the seat as she could without making the cart itself lean back. When Ben started laughing, her face contorted. "And don't laugh at me!"

"I'm sorry, I can't help it! You're adorable."

"No I'm not, I'm terrified. This is my terrified face! Can't you see the terror here? Stop rocking it!"

"I'm not rocking it! You're rocking it with your fear. And there's also a bit of a breeze up here, if we're lucky, we might even get a gust-"

"Benjamin Boykewich!"

Ben cackled and finally chose that moment to place his hand on Amy's. "Relax. Nothing bad is going to happen, you're just psyching yourself out."

"That's easy for you to say," Amy grumbled, trying in vain not to look down.

"Amy," Ben spoke softly, but sternly. He peeled her hands away from the safety bar and held them between his. "You're fine. Just focus on me if you don't want to take advantage of the view."

Amy pulled her arms into her frame, looking more stiff than a piece of plywood. "Not working," she whispered through gritted teeth.

"How about this?" Ben asked, suddenly taking her head in his hands and bringing his mouth to hers. It took a second, but he felt her relax, and soon her hands were on his face too. Kissing on the Ferris Wheel had always been a rather romantic idea to him and now that he had a chance to do it, he realized it had been well worth the wait. By the time their lips broke apart, they realized the ride had stopped, and they were at the bottom, waiting in front of the ride operator and a long line of people who were waiting for them to get off.

Amy's face bloomed like a midnight rose as the man pulled back the safety bar to let them out. She tangled her hand into Ben's as they ran down the steps off the ride and then burst into a fit of giggles by the time they were a safe distance away. "Oh my god, did you see their faces! I can't believe they were all watching us!"

"I can. Who can't take their eyes off you?"

Amy threw her head back, laughing so hard tears began to stream from her eyes. "That was crazy! Do we have anymore tickets left?"

"Six," Ben nodded, his eyes twinkling with the carnival lights reflecting in them. "Just enough for one more ride on the carousel. Wanna take a bench and make out this time?"

Amy bit her lip mischievously, eyes glinting even brighter than Ben's. With a high pitched squeal, she pecked his lips and then tugged him along, back towards the carousel.

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Adrian pulled her wet hair into a ponytail and draped a towel over her pillow to dry up the excess water as she slept. She reached for the light as she curled up in bed, only for the backlight on her phone to flash as it began to buzz on her dresser. Curiously, she grabbed the cell and flipped it open to find she had one new text message. "From Ricky?"

You're beautiful, you know that?