Been a crazy week of rehearsals sorry for the long wait! Reviews as always are welcome, I love hearing your input on the story. Someone asked if I would be putting in any Faberry and I'm honestly not sure yet. That's why I didn't do any specifics on Quinn's date at the party. I'll see how the story pans out. So here you go Chapter 5, hope you enjoy!

"Seriously?" Brittany asks turning from the entrance and back to Santana completely surprised at where they are.

"What?" Santana replies, confused by the reaction she's getting from the blonde.

"This is where you thought to bring me?" She asks and Santana gets worried when she can't read her expression.

"Uhh.. yes?" She responds now terrified that she's already messed up. "Do you not like it? We can go somewhere else if you want but I just thought you would like it. This was stupid we'll j-" She rambles but Brittany interrupts her.

"It's perfect." She says as the biggest smile comes across her face.

"Wait, really?" She asks eyeing the girl to see if she's just saying it to make her feel better.

"Yes! I've never been to one of these before." Brittany says as she's literally jumping for joy now.

"Hold up, you've never been to a fair before?" She asks totally stunned.

"No." Brittany's smile falters as she shakes her head.

"What kind of childhood did you have?" She asks and the blonde just shrugs, "Okay then let's get you in there and start making up for lost time." Santana says and goes to grab Brittany's hand but stops herself before she actually makes contact. 'Not a date. It's not a date.' she reminds herself.

Brittany notices the girl's struggle and doesn't want her to get the wrong idea since she's made it perfectly clear they're just going as friends. So she links her pinky with Santana's before the girl pulls her hand back completely and pulls her towards the entrance. She misses the smile that shows up on the brunette's face as she grips her pinky back and runs right behind her to the front gate.

She sees Brittany reach for her purse as they get to the ticket window and quickly jumps in front of her. "Two please." She says handing the kid some money.

"Santana what are you doing?" Brittany asked confused while still reaching into her wallet.

"Getting tickets so we can do inside?" She says innocently.

"Santana here," she says trying to hand the brunette money. "You don't have to pay for my ticket this isn't a date remember? Just take the money."

"B put the money away. Going to the fair is like a kid's right of passage. It's ridiculous that you have never experienced this so it's my treat. No arguments now put the money away and lets go." She says says and relinks her pinky with Brittany's and they enter the fairgrounds.

"You didn't have to do that, I can pay for myself."

"I know I did't have to do that, I just wanted to. By the way I'm well aware this isn't a date. I would've planned something much better than this if it was." Santana says with a grin.

"Oh really?" She says with a hint of curiosity that doesn't go unnoticed by the Latina.

"Yeah just let me know when and you can find out yourself." She winks and they start walking around.

Santana walks the girl around for a bit so she can take in everything around them. She can't get enough of Brittany's expression of amazement as they go. Brittany has a childlike state to her that Santana has never seen before. Brittany's eyes takes in everything as they walk, the rides, the booths for games and the smell of fried food fills the air.

"Alright first timer where do you want to start?" Santana finally asks after letting Brittany soak in everything around her. "You want to start out with the rides, or some games?"

"Well I hope you won't be too disappointed if we stick to the games. I-I'm afraid of rides." She says shyly.

"Don't worry there's plenty of games here. I think they might have bumper cars or something if you want to try those. Why don't we check out the games and grab something to eat. Ready for some funnel cake?"

"Funnel cake?" Brittany questions.

"Yeah or we can get something else if you don't want that I'm sure they have a few different things to choose from."

"What is it?"

"B are you kidding me? You've never had funnel cake?" Santana asks in shock.

"No.."

"What? Seriously did your parents keep you locked in the basement or something? I have no idea how you had a childhood without experiencing fairs and fair food." She says completely perplexed.

"My room wasn't in the basement." Brittany says with a confused look on her face.

"It was a figure of speech don't worry about it. Let's go gets our eat on then we can see what games they have, okay?" Santana says smiling at the girl when Brittany rapidly nods in agreement.

"Wow that was really awesome!" Brittany says while licking her finger to get the remains of the powdered sugar off.

"See I told you it was addicting!" She responds nudging the girl playfully.

"San look that one has giant stuffed animals!" Brittany says when she spots one of the games booth ahead of them. "Can we do this game? Pleaseee? I want that unicorn." Brittany asks but doesn't wait for the other girl to responds as she races off towards the booth.

'She's like a little kid.' Santana shakes her head and goes to catch up to the girl who is already at the booth. She sees Brittany handing the guy a wad cash and bouncing excitedly. Santana quickens her pace when the guys doesn't object and happily takes the money.

"Britt hold up, what are you doing?" She asks as she rips the money out of the guy's hands.

"I want the unicorn Santana. He said it would cost me so I was giving my money." She says as if it were the most obvious thing in the world.

"No B you don't give him all of your money." She says sweetly as she hands her the money before turning back to the guy. "What the fuck were you thinking? Were you really about to just take all of her money when this game costs what, five dollars to play?" She shouts and the guy just stands there in fear, frozen in place not sure how to respond. "You're lucky I don't jump this counter and beat the shit out of you. If I ever see you trying to take advantage of someone like again don't think for a second that I won't go all Lima Heights on you! Nod if you understand." She growls and the guy, who is now shaking with fear, nods frantically at her before turning to Brittany and whispers out an apology. "Good." Santana says with a smile satisfied with the boy's response. "Come on Britt there's probably another game with stuffed animals like this." She says as she takes Brittany's hand and pulls her away from the booth.

Brittany follows completely shocked and unsure of Santana's reaction since she's never seen her angry before. Brittany can't help a smile that pulls at her mouth when she realizes that Santana was just standing up for her. She quickens her pace so they're now walking side by side as they make their way through the fair once again.

"I'm sorry for going off like that." Santana says after a minute but doesn't turn to face the girl. Instead her eyes scan the booths in search for another unicorn for the blonde.

"It's okay, I guess I was just surprised. I've never seen you like that before. Thank you for helping me and making sure that guy didn't take my money." Brittany says sweetly hoping to reassure her that she's not upset about the outburst.

"It's fine B. Next time just read the sign for how much the game is. These scumbags will take any chance to rip you off." She says as she turns to meet the girl's gaze, a smile forming on her lips when she sees Brittany looking back at her.

Brittany unconsciously rubs the back of Santana's hand they both forgot they were holding. She feels Santana tense under the touch Brittany realizes what she was doing before quickly pulling her hand away. Santana touches her hand where Brittany had just rubbed it and can feel the tingle on her skin from the girl's touch.

'What are you doing?' She asks herself while looking down at her feet as they continue to walk. "Sorry." She says softly afraid to meet Santana's eyes again.

"I'm not." Santana says gently still looking to Brittany.

"Santana-" Brittany stops walking and turns to face the brunette but Santana cuts her off before she an continue.

"Look there's another unicorn game over there." Santana says and continues to walk towards the game leaving Brittany standing there.

"What do I have to do to get that big stuffed animal?" She asks the girl running the game booth.

"Knock all three of the jugs off the table in once throw. You want to give it a try? It's 3 balls for $5." She replies with a smile.

"Yeah here." Santana replies handing her the money before picking up the ball. She misses all three shots and then another round. She just continues to put down more money. She's so focused on knocking over the jugs she doesn't even notice Brittany come up next to her. She keeps throwing but only successfully knocks down two of the jugs off the table. Getting even more frustrated she slams more money onto the counter and waits for the girl to reset jugs on the table.

Brittany notices Santana's agitation, "You don't have to keep trying, it's not a big deal." she says softly.

Santana jumps at her voice at first. 'How long has she been standing there?' She just ignore her and continues to throw.

Brittany sighs and looks down to her feet when Santana ignores her. 'What is she doing? She looks mad, maybe I should just let her get it out. She shouldn't keep wasting her money though it's only a stuffed animal. I should stop her but I don't want to get her mad like she was with that other guy.' Brittany rambles in her head but jumps out of her thoughts when she gets bopped in the nose. She looks up to see a large unicorn in front of her face. She looks behind the large creature and sees Santana biting her bottom lip, looking at her with a hopeful look on her face.

"Thank you Santana. You really didn't have to though." She says as Santana lowers the unicorn and hands it to Brittany.

"It's your first time at the fair you should go home with a prize." Santana replies with a shy smile.

'Okay 180 on the emotion chart. Two minutes ago she was pissed and now she's all cute and shy like- Wait cute? No I did not just think that. I can't think that.'

Santana stands there nervously when Brittany doesn't respond, she just stares at the unicorn in her hands. 'Awesome I scared her, good job Lopez. I thought the unicorn would fix it. If she wasn't already not into me there's no way she will be now. Ugh just say something.'

"I'm sorry." She says and Brittany takes her gaze away from the unicorn and looks at her. "I'm sorry if I scared you before. I just didn't – I mean that guy shouldn't have taken your money like that."

"It's okay." Brittany says

"No it's not. I shouldn't have blown up like that." She says shaking her head at her actions.

"Hey I said it's okay. Yeah you startled me but it's not like you were yelling at me, you were helping me." Brittany replies.

"So we're good?" Santana asks with hope in her voice.

"Wellll," Brittany drags out, "I mean you did just spend like $30 to win me a unicorn," she continues as a smile forms on her face and she looks down to the plush unicorn in her hands. "Yeah I'd say we're okay." she says nudging Santana as she begins to walk away from the booth.

A huge smile forms on Santana's face as she spins around to walk with her. They continue to walk around enjoying the comfortable silence for a while before Santana speaks again.

"So I know you said you're not a fan of rides but how do you feel about heights?" Santana asks when she notices the ride up ahead.

"Why?" Brittany asks nervously.

"Well it's not really a successful day at the fair unless you go on the ferris wheel. We don't have to if you don't want to thought." She says quickly not trying to pressure the blonde.

"I-it's.. I don't know." Brittany says hesitantly as she looks at the ride.

"It's really not scary. It goes slow and when you get to the top you can see forever. It's really an incredible view."

Brittany bits her lip as her eyes are locked on the top of the wheel. "You'll be with me right?" She asks nervously.

"Of course I'll be right by your side. I won't let anything happen to you B."

"O-okay." Brittany says as looks to Santana and the brunette can see how nervous she is.

"Are you sure? I'm not trying to pressure you we don't have go on it." Santana says seriously.

"It's all part of the experience, right?" Brittany says trying to pump herself up.

"Right." Santana nods.

"Okay then I'll go." She says and holds up her pinky for Santana to take.

Santana looks at the pinky for a moment before grinning at the gesture, linking her pinky with the blonde's and making their way over to the ride.

"Why can't we bring Philip?" Brittany asks as she grips the unicorn tighter when Santana tries to take him.

"Philip?" Santana questions with a smirk.

"Yes, I named him. Do you have a problem with that?" Brittany says still not letting go of giant plush animal.

"No, no I think Philip is a great name but B he's too big to go on the ride with us. We're going to leave him here and we can get him back afterwards alright?" Santana ask as she reaches for the unicorn once again.

Brittany sighs but loosens her grip and allows Santana to take it. Santana gives it to the guy controlling the ride before leading Brittany to their seat.

"Is it suppose to be this wobbly? I think it's broken." She says nervously when the seat rocks a little as she sits down.

"It's fine B it's suppose to move like that. If it didn't move we'd be upside down by the time we get to the top." Santana says as she takes a seat next to her and the attendant closes the bar.

"Oh right, that makes sense I guess." She grips the side of the chair tightly when they begin to move. "You're sure it's not gonna snap though, because it could. It could snap and we'll fall and we could die." She rambles and takes her grip off the chair and buries her face in her hands as they get further up.

"You're not going to die." Santana says reassuringly.

"You don't know that." She says some what frantic and Santana just gets lost in her once again.

"You're adorable." 'Shit I said that out loud!' "I promise nothing will happen to you." She says as she gently places her hand on the scared girl's back. Brittany tenses at the touch catching her off guard but somewhat relaxes after a couple seconds. "Why don't you open your eyes you're missing the view."

"No." Brittany muffles since her head is still buried in her hands.

"Come on we've stopped again. Just take a look at the view. If you're scared just don't look down, look straight ahead. You're safe." Santana says as she gently rubs Brittany's back to to calm her.

After a moment Brittany slowly removes her hands from her face and looks over to Santana as she cautiously opens her eyes. The pureness in her eyes takes the air from Santana's lungs as she looks at her. The sun is lower in the sky and the lights shines on Brittany's skin and her eyes sparkle like the ocean at sunset.

'She's breathtaking.' Santana thinks "Hi." she says removing her hand from the girl's back. She dips her head to keep the girl's gaze.

"Hi." Brittany says before she takes a breath and turns in the seat. It slightly rocks and she quickly grabs Santana's hand for security.

"It's okay, take a look." Santana says studying Brittany's face and giving her a hand a gently squeeze.

Brittany hesitantly breaks eye contact with Santana to look towards the horizon in front of them. "Wow. This is- it's gorgeous." She says in a whisper.

"Yeah it really is." Santana says. Her eyes still fixed on the girl next to her, completely lost in her beauty. Brittany looks back and realizes she was referring to her and looks down blushing.

"Uh sorry." Santana says quickly and takes her hand away from Brittany's the moment right before Brittany realizes she's looking down towards the ground below them and panic sets in.

"What are you doing?" She all but yells as she clings to the girl beside her. Her grip tightens since she's also managed to rock the seat as well only frightening her more. "We're gonna die." She says she buries her head into the Latina's neck.

Santana feels the girl practically shaking against her so she wraps her arms around her and holds her closer to her, completely forgetting the awkward situation they were in just a moment ago. The ferris wheel begins to move back towards the ground. The movement only scares Brittany more as she claws Santana's arm, hanging on for dear life.

"Easy tiger, we're just going back down. We'll be back on the ground in a minute, I've got you." She whispers, once again rubbing the girls back with one hand to calm her down. It seems work when she feels Brittany loosen the death grip on her arm. She takes her other hand to gently run it through the blonde's hair and is thankful when she doesn't object to it but relaxes a bit more into the touch.

They come to a stop at the bottom of the ride but Brittany makes no effort to move. Santana motions for the ride attendant to get the unicorn knowing it will help calm the girl.

"We're back on the ground Britt." She says and Brittany slowly pulls back from Santana and looks at her. "Here's Philip." Santana continues letting go of Brittany and motioning to the stuffed animal the guy is holding behind the blonde.

Brittany completely detaches herself from Santana before quickly getting off the ride and grabbing the unicorn from the man and holding it tightly to her chest.

"See? That wasn't so bad." Santana says trying to suppress a smirk as they once again walk through the fairgrounds.

"Are you kidding? That was terrifying." Brittany says and she still keeps her tight hold on Philip.

"Yeah but you did it and you're still alive. Plus come on that view? So worth it! I mean.." she pauses briefly not sure if she should actually say what she wants to say. 'Fuck it. Since when do I hold back my opinions?' "I know my view was perfect." She finishes with a small smile as she looks over to Brittany.

Brittany can't help but blush at her comment and looks down, not able to meet her gaze, as she thinks back to the look that Santana gave her on the ferris wheel. 'Like I was the only girl in the world.' she thinks which only makes her blush more. 'I can't remember the last time someone looked at me like that. Well yeah I can it- he used to look at me like that too. You can't keep letting her get to you. You just can't.' She shakes her head to herself.

Santana notices the girls blush deepen and she only smiles more. 'She's absolutely perfect.' she thinks to herself. The blush is suddenly gone when Brittany is shaking her head and looks up and catches Santana's gaze. Her eyes are still soft but no longer sparkling like they had been for the better part of the day, which only confuses Santana more.

"It's getting late we should head back." Brittany says and Santana can no longer read her expression.

'Should've keep my mouth shut.' She thinks to herself before she replies. "Yeah you're right I should get you and Philip home." She says not able to hide her disappointment from the girl's sudden mood change.

She pulls out her phone and sends a quick text to Blaine as they make their way to the parking lot.

hey can you make the drop? we're on our way back.

so you didn't tell her I'm assuming? I'll take care of it but I think you need to tell her.

I can't. It's like we keep taking steps forward and then suddenly I get knocked back again. We'll talk later just make the drop before we get back

Ok you got it.

She reads the last text before putting her phone away and opening the passenger door for Brittany as they get to her car. Brittany gives her a very small smile before getting in the car. Santana takes a breath. 'This wasn't a date don't let it get to you. You're just friends. I should've talked to her about the letters. Ugh it's like the perfect day just came to a sudden halt. What more do I have to do?" she says to herself as she gets in the car and leave the fair.

The ride back is quiet as Santana turns on the radio and they both quietly battle with their own consciouses. They get back into town just after dark and Santana parks the car as close to the coffee shop as she can. They both get out of the car and make their way to the cafe.

"Thank you for today, for everything. Standing up for me and for Philip." Brittany says as they approach the front of the closed shop. She turns and gives the Latina a smile.

"You're welcome. Listen B I'm sorry if I got out of line. I know this wasn't a date but I don't know," she speaks and Brittany once again looks down to their feet avoiding her eye contact but something else catches her eye. "I'm not use to anyone doing what y-" she tries to continue but Brittany stops her.

"What's that?" Brittany asks as she bends down and picks up the paper on the ground.

"What you do to me." Santana whispers to herself. She wants to be upset that she interrupted her but can't help the small grin that forms on her face when Brittany picks up the letter and sees that sparkle back in her eyes as she looks at it in her hand. 'Wait she's more happy about someone else writing to her than what you're saying to her. Fuck. But it's still me having this affect on her, so I guess it's still okay..isn't it?'

"Looks like you got another love letter." Santana points out and Brittany looks from the envelop and back to her. "Well you gonna read it or what?"

"Yes nosey I will, when I get inside." She says folding the letter and putting it in her pocket and pulling out her keys. She opens the door and sits Philip inside before turning back to Santana. "Thanks again for today I had a lot of fun, even when we almost died." she says with a grin. Santana's glad she's broken the ice again. "I think you could be a good friend." She says and pulls her into a light hug which catches Santana off guard.

"You didn't almost die," she chuckles. "And I told you I was an awesome friend B." She says with a smirk as the pull away.

"Well maybe you were right. I'll see you around San." She says stepping inside.

"Bye Britt." Santana says returning the girl's smile before she turns to make her way back to her car.

'Friend? Okay, that's a good start I guess.' She thinks to herself as she heads back to campus.