Lights of every color were strung from pole to pole, criss-crossing and intermingling. Striped and solid colored tents formed blocks, heavenly smells floating from many of them. A boy groaned as he missed the pole in a ring-tossing game. A child whined to their parent for a balloon. An elderly couple shared a spool of cotton candy. The ticket booth was crowded as everyone tried to secure a night's worth of fun for themselves. Eventually two people managed to escape from the crowd, the girl pausing for a moment as someone stepped on her cape.

Ozpin and Ruby looked to each other and shared a small smile. They walked together down the aisles of the Autumn Carnival. "I swear, the carnival just gets bigger every year," Ruby remarked.

"It certainly seems to attract more tourists every year," Ozpin agreed.

"Well, at least with them comes more things to do." She folded her hands behind her head. "Speaking of, what do you wanna do first?"

He shrugged, and nodded to some of the booths. "Any of those seem interesting to you?"

She pursed her lips, then went to one of them. "Let's play this game." She pointed at some people as they played a rifle game, trying to shoot their prizes off the shelves.

"Of course." How typical of her. But he smiled all the same as she got in line.

Soon she took an empty spot, eagerly holding the pellet gun in hand. When given the cue, she narrowed her eyes down the sight, and began to fire. But after four shots, only a small figurine of a tiger had been knocked off.

"You wield a 10-foot long semi-automatic sniper rifle in live combat, yet you can't aim better than that?"

"Hey, I'm not used to this gun." She waved at it, pocketing the figurine. "Besides, I'm usually just using the kickback from Crescent Rose to move around. I don't actually look where I'm aiming."

"What are we teaching you in my school?"

"Well if you're so great, why don't you try it." She put her hands on her hips, squaring her shoulders.

He gave her an even look. "Alright." He took her place at the counter.

"Bet you can't hit anything better than me, old man!" She stood back, folding her arms across her chest.

He turned back around, pointing his rifle behind him. Clark smiled, and pulled the trigger. The pellet hit a post and ricocheted, striking a metal disc that hung from the roof of the booth as decoration, and struck a teddy bear on the top shelf, knocking it down. The kind of prize that took three or four shots to knock over, he did in one. Ruby's jaw fell, and the owner of the booth clapped. Ozpin adjusted his glasses, and set the rifle back down.

"Uh, sir? You still have three shots left. You can earn more prizes," the booth owner told him.

"Just the bear is fine," he replied, and received it from the owner. He then went to Ruby, and held the bear out to her. "You can have it."

She gingerly took it in her hands. "Thank you." The tiger figurine felt heavy in her pocket. But he only looked at her with kind eyes, and turned and lead the way further into the carnival. She followed him, hugging the bear close. She watched his back, the way his white hair glittered and reflected all the different lights. A nearby vendor caught her eye, and she went over to them.

He glanced behind him, and saw that Ruby was no longer there. He stopped, looking back into the crowd, eyes searching for her red cape. "Ruby?" he asked.

"Right here," she greeted to his left.

"Oh there you are." He turned, and saw that she'd tucked the bear under her arm. In her hands she held two caramel apples, and held one out to him. "Thank you." He took it.

"The guy was making them fresh." She took a bite out of hers, nuts crunching and steam rising from the caramel. They walked side by side, observing and commenting and eating their apples. But about halfway through her apple, she saw something that made her nearly drop it. "Oh my god."

"What?" He looked to her curiously.

She grabbed him by the arm. "We gotta hide!" She dove for the nearby picnic area, dragging him under a table with her.

"Ouch!" He clutched at his head as it bumped against a crossbar.

"Sh!" She held a finger to her lips, her eyes wide.

"Why are we hiding?" But she wasn't looking at him anymore, she was looking out at something from under the table. He turned and looked too, and felt his heart miss a beat. There, walking among the crowd, were Yang, Weiss, and Blake. Ruby's teammates.

"What are they doing here?!" she hissed to herself. "They didn't say anything about going to the carnival."

Suddenly Weiss trudged her feet to a stop, and Ruby and Ozpin instinctively ducked their heads lower beneath the table. "Yang, we've been here forever," she whined. The others paused, Blake standing a bit closer to her, and Yang standing before both of them, her hands on her hips. "There's just too many people, we'll never find her."

"Oh c'mon Weiss, the carnival isn't that big," Yang replied.

"But my feet hurt."

"What makes you so sure that Ruby is even here?" Blake asked. Ozpin glanced over to his soulmate. She sucked in a small breath, her expression seeming to freeze in place.

"Because Ruby loves the Autumn Carnival. She begged Dad to the point of tears every year to take her, and he always gave in and took us both," Yang explained, tossing her hair. "So of course, she's gotta be here. And I'm willing to bet anything that she dragged her secret boyfriend with her this year too." Ozpin felt his throat go dry.

"I don't know how I feel about stalking them..." Weiss mumbled.

"It's not stalking," Yang argued. "It's a carnival," she gestured around her, holding her hands up, "it's perfectly natural for everyone, including us, to be here to have some fun. We'll just happen to bump into her and her boyfriend, and then we'll finally know who the guy is." She turned her back on them. "I don't care how nice she says he is, something just doesn't feel right about all this." She straightened up. "If nothing else, it'll put my mind at ease to have met the guy, at least once." She waved for the other two to follow her. "So, we're gonna stay, and keep looking until we find Ruby." She walked ahead.

The two girls followed. "At this rate, we'll be searching all night," Weiss grumbled to Blake as they passed Ruby and Ozpin's picnic table.

He looked to her again. "...Ruby?" he whispered. She didn't answer. She took shallow breaths, her hands curled into fists.

"So, she's spying on me, is that it?" she mumbled, mostly to herself. "Like it wasn't bad enough that she blabbed to the whole school about my personal life."

He touched her on the shoulder, and she finally looked at him. "Do you want to go home?"

She thought for a moment, then shook her head. "No. You know what? I'm not gonna let her ruin this for us." She set her bear down and handed Ozpin her caramel apple. She took off her cloak, bundled it up, and stuffed it in her bag. "It'll be harder for her to spot me without my cape, the nosy twit."

"Ruby I don't think this is a good idea." She took her bear and apple back from him.

She had a huge bite, filling her mouth with the treat. "It'll be fine." Her mind was already working through the various details. "We can just avoid them by going on the rides and stuff. That way she won't see us. C'mon." She crawled back out from beneath the table, and Ozpin had no choice but to follow her.

The rest of the night seemed to be an exercise in attempting to rip his arm off. They kept off the beaten path as Ruby dragged him from point to point in the carnival. It had never really occurred to him before, but there really were a large number of rides centered around spinning, and he was beginning to regret the caramel apple. Ruby always checked around each corner, moving forward or holding back depending on how clear the coast was. At one point she tried to go in the mirror maze, but Ozpin dug his heels in on that one.

There was a close call as they waited in line for the small roller coaster, the wait being lengthier than the other rides. WBY walked nearby, and Ruby and Ozpin tried to duck behind an old man in an attempt to hide. But they were ultimately saved as the trio mistakenly approached another girl wearing a red hoodie, and the line kept moving.

But then they found themselves facing a wide open space, with the ferris wheel on the other side, and Ruby being unable to confirm whether or not Yang and the others were close. She looked to Ozpin, and nodded, squeezing his hand. He took a deep breath, and braced himself. They both then ran out from behind their cover(a stack of barrels), intending to jump in line for the ferris wheel before the wait got too long.

In the middle of the open area was a particularly thick cluster of people. Though it was doubtful, she just had to check. Of course she ended up not being there, and she dejectedly looked down at her feet as she tried to push her way back out of the cluster. Just as she was nearly out, two people ran right in front of her. She looked, eyes trying to follow where they went, but they were already gone in the crowd again. Weiss and Blake escaped the cluster, and stood ahead of her.

"What's up?" Weiss asked.

Yang didn't answer immediately, looking after where those two shadows of people had vanished. "I thought I just... Never mind." She shook her head to clear it, and walked forward, moving past the ferris wheel. "She's gotta be here somewhere...let's double-check the sundae stand."

Ruby and Ozpin sat in the car on the ferris wheel, both of them trying to catch their breath. The teddy bear sat between them. The operator closed the door on them, and the noises of the carnival shrank in the enclosed little space. Ruby tugged on her scarf, loosening it, and soon the wheel jerked back into action, the car swinging temporarily as they moved.

Ozpin was silent for a moment, watching her. Though she hid it under a hefty layer of enthusiasm, he knew that she'd been having as little fun as him since they'd discovered Yang's presence. "She's just trying to protect you," he told her quietly.

Her eyes flashed at him, then looked away back out the window. "I can protect myself. I'm sick and tired of everyone else trying to take care of me, like I'm some dumb little kid. I don't need them breathing down my neck all the time." She crossed her arms and legs, leaning away from him and slouching in her seat.

"She's right to be concerned for you. To her, I'm just a stranger, and a potentially dangerous one at that." She didn't respond to that, still glaring at the world below. "She's your sister. Of course she wants to do everything within her power to protect you."

"Half-sister," she grumbled.

He frowned. "She's still the only sister you have. You only get one family, and you need to treasure them while they're still around."

"Yeah? You thick as thieves with your family?" she shot back, finally looking at him.

His eyes turned wistful, and he looked down at the floor of the car. "I haven't seen my family in a very long time."

"...Kind of hypocritical of you, don't y-"

"It's not by choice," he snapped. He turned his own gaze out the window, but he shut his eyes and pinched at the bridge of his nose. Beside him, Ruby studied him.

She sat up, uncrossing her legs. "I'm sorry." He simply waved a hand at her, not even opening his eyes. She looked down at the teddy bear. Its dark glass eyes reflected her, though the image was a bit warped on the round surface. "It's not like I hate her. How could I? She's smart and strong and brave, and she's always been there for me. She's my sister." She looked up, and her eyes met his as he'd turned his attention back on her. "My whole family's so important to me; Dad, Yang, Uncle Qrow. It'd break my heart to lose any of them" She looked back down, her arms uncrossing, and her eyes rested on her hands. "Just like how it broke when Mom didn't come back home."

She sat back, tucking a stray strand of hair behind her ear. "But Yang..." she continued. "I know she means well, but there's been a lot of times where she doesn't act like a sister towards me. Where she gets bossy and protective and nosy." Her eyes followed the little lines and etchings in her palms. "I think she likes to try and make it up to me, for Mom being dead. Tries to act like Mom in her place, and raise me." The ferris wheel paused, their car swinging briefly at the top.

Ruby looked back out the window at the ant-like people, the many-colored lights merging into a rainbow. "But she'll never replace Mom. No one can, and I'm okay with that," she said. The music and laughter and festivities were lost to them from that high, only the wind swirling and moaning around their car. "I don't need a mom. I need a friend."

Clark had been listening intently the whole time, watching her face carefully. But he had nothing to say to that. Sitting there, with the lights of the carnival illuminating her from below, she'd never looked so poignant. He could only guess too well at all the things she was feeling.

He leaned towards her, raising an arm. It hesitated for just a moment before wrapping around her shoulders and pulling her towards him. Stiff for just a moment, she turned and melted, wrapping her arms around his torso and nestling her head in the crook of his neck. He held her close, one hand tangling into her hair while the other rested on her back. The teddy bear was squished between them as they simply sat there, hugging against the cold. Something white floated past the window of the car, and he looked up. She felt the movement, and looked up herself. Together, they witnessed the first snowfall of the season, the flakes shy as they dilly-dallied on their journey down.

As she watched them, she felt a sudden swell of emotion, her chest aching, though her heart flew at the same time. She rested her head against his chest, blinking back the tears. Nothing was the same. Everything had changed, and they would never go back. She thought of the people in her life, one for each snow flake. Her family, her friends. She felt the warmth of Clark's arms around her, so gentle and comfortable, like they were made for her. It seemed that she could feel her tattoo tingling on her arm.

Clark watched the snow fall, and remembered. One memory for each snowflake. Celebrations and disappointments, every mistake he'd ever made, and every lucky happenstance. All the people he'd known, slipping in and out of that revolving door of life. Just when it seemed the dust would settle, it would all get kicked up again. There was a queer feeling in his chest, his heart soaring while the rest of him seemed to ache. His grip on Ruby tightened, and he felt the warmth of her little body, which seemed to fit so perfectly in his arms, like she was made for them. He could practically feel his tattoo on his arm.

The ferris wheel started to move again, and he pulled back a little. He slipped a finger under Ruby's chin, and had her look up. "I think we should go home now."

She nodded. Some snowflakes stuck to the window of their car, melting. "Okay."