A/N – Everyone loves the carnival…this is just a sweet filler chapter. I figured Santana needed a little fun after everything I'm putting her through!

The drive to the carnival was short and surprisingly relaxed; initially Santana had expected Rachel to want to talk about everything that had happened that day. She knew the diva like to process everything to an insane degree, so when it became apparent that the smaller girl was not going to spend the afternoon rehashing Santana's misery the cheerleader allowed herself to relax. The truth was she loved going to carnivals and everything about them; the rides, the food and the games was like the best day ever and Santana was determined to put aside her current situation and actually enjoy it.

"Holy crap on a cracker." Rachel baulked as she craned her neck up to follow the track of a particularly impressive rollercoaster.

"Woah." Santana agreed as she followed her friends gaze.

Rachel grinned nervously as she spotted something off to the side, with a gentle tug on the cheerleader's arms she trotted over to the booth, "I love these!"

Santana smiled as she saw Rachel admiring an oversized stuffed frog and before she could say anything the singer was already handing over a wad of notes to the guy manning the booth. She could see the look of determination etched across the smaller girls face but Santana had a feeling this was not about to end well.

"Oh come on!" Rachel growled as she missed another free throw by what Santana suspected, was the biggest miss of all time.

Santana chuckled as she observed her friend, "You kind of suck."

Rachel narrowed her eyes and glared at her friend briefly before focusing her attention back on the basket, "I do not suck."

"You really do." Santana argued playfully as she leant against the edge of the stand.

"Fine, if you're going to be such a smartass, why don't you should me how it's done?"

Santana tilted her head, a smile playing across her lips at the challenge. Pretending to think about it for a second the cheerleader grinned before casually turning to the attendant who had taken to staring at them, "How many do I have to get?"

She saw Rachel perk up when the guy mentioned the stuffed animal but remained nonchalant as she paid for her turn, "Alright Berry, watch and learn."

Rachel scowled as she crossed her arms over her chest but she couldn't help the tiny smile that appeared as she watched her friend lining herself up for the shot, "You need five from five, there is no way you'll do it."

"Thanks for the support half-pint." Santana grinned as she sunk her first shot with ease and moved on to the second, "Did I mention I'm like, awesome at basketball?"

Rachel pouted as she watched Santana sink the next three shots, "Where did you learn to do that?"

Santana paused as she shot Rachel a grin, "Puckerman has other uses besides sex you know. Now quit distracting me, this is for the win."

Rachel held up her hands in playful defence as she fell quiet and watched the Latina line up her final shot but just as she was about to throw the diva wondered, "You and Puck play sports together?"

"Played. Yes." The cheerleader answered as she managed to hold onto the ball, "He got sick of me beating him all the time so he quit."

"That's so cute." The diva beamed.

"Freaking adorable." Santana agreed as she gestured to the game, "Mind if I finish?"

Rachel grinned as she nodded, she could feel the attendant watching them and was partially inclined to tell him to start organising the prizes as only seconds later Santana sunk her final shot, the cheerleader letting out a loud victory cheer and something that sounded incredibly rude in Spanish.

Turning to the poor guy behind the booth Santana gave him a cocky grin, "Gets me my frog carny man."

Rachel hid her chuckle as he scowled but did as he was told, as the man handed Santana the frog the singer pouted with jealously only to find the stuffed animal shoved unceremoniously in her arms, "What are you doing?"

"Duh, giving you the stupid frog thing." Santana replied with her trademark eye-roll, "That's the one you wanted right?"

"Well, I- Yes…" Rachel stumbled as she clasped the frog to her chest.

Santana nodded firmly as she moved away from the stand, "So which bit are you confused about?"

"I'm not I just…you won it for me?" Rachel asked, glad for the darkening evening that hid the blush spreading across her cheeks. No one had won her anything before.

"I gotta share the wealth my talent brings right?" The cheerleader shrugged casually as she rammed her hands into her pockets and added, "Think of it as a…thank you, for y'know…everything."

Rachel beamed as she hugged the frog closer, her smile radiating towards her friend as she followed Santana over to one of the many food stalls. With a cheeky smile the diva asked, "Why do I get the feeling your some kind of carnival ninja?"

"I gots some crazy skills." Santana admitted as she and Rachel joined one of the queues for food, "You should see me on those wack-a-mole things."

Rachel chuckled as she made a note to stop by there later, "That I can believe."

As the queue shuffled forward Santana smiled as she observed the other people around them. It was still pretty early in the evening so the place was mostly populated by families and some older people wandering around and enjoying themselves. As the cheerleaders eyes fell on a pair of young girls nearby she sighed, the two were obviously sisters judging by the way the older one seemed intent on dragging the younger one around as she clutched a stack of ride tokens and her sister an ice cream. The older girl was so focused on getting her sister through the crowd she didn't notice when a boy came flying up behind them, apparently playing superman, and knocked the smaller of the girls to the floor. When the little girl burst into tears the little boy ran away obviously not willing to confront a very angry older sister who had quickly glared at him as she dropped to her knees by her sister. Santana frowned as she watched the older girl try and comfort her sister who was sobbing over a now squashed ice-cream and a scraped knee.

"Hey, did you want something or what?" a voice shouted out drawing Santana's attention as she realised she was at the front of the queue and Rachel, holding a drink, was staring at her quizzically as the guy in the van stared at her for holding up service.

Santana passed Rachel some money as she mumbled a distracted order and before the singer could do anything she was already hurrying over to where the two girls were still sitting.

"Hey." Santana mumbled as she knelt down next to the two girls, "You okay?"

"My Mommy says we're not supposed to talk to strangers." The older girl mumbled nervously as she tore her worried gaze away from her sister.

"Your Mommy's a smart lady." Santana smiled, as she looked at the still crying little girl, "Is she here with you two?"

The girl hesitated but gave a small nod as the younger girl cried, "My leg hurts."

"In that case, maybe you should call her?" Santana suggested as she whipped her cell phone from her pocket and handed it over. The older sister wasted no time in hurriedly typing in a number, while the girl spoke to her Mother Santana turned her attention to the other little girl who was currently alternating between crying over her knee and her ice-cream, before she could say anything though Rachel's voice interrupted.

"Is everything okay?"

Turning to look up at the singer Santana nodded, her answer cut off as the young girl handed the cell phone to her, "My Mom's on her way now."

"Awesome." Santana nodded a comforting smile on her face as she added, "And you know my friend here was just saying that there's a stall over there that does like, the best ice-cream."

"Really?" The smaller of the two sniffed a hopeful glint in her eyes as she looked for her sister's permission.

"I don't know…we're not supposed to go off with strangers…"

Santana nodded again, "That's right but luckily the stall is right there." The cheerleader smiled as she pointed to an ice-cream stall only a few feet away, "And we can sit somewhere that is not on the ground while we wait for your Mom."

Both girls smiled hesitantly as they agreed, and while the two sisters helped themselves up from the ground Santana was happy to take Rachel's hand as she pulled her to her feet. A few minutes later the four were sat around a picnic table as the children attacked huge ice-cream cones and Santana kept an eye out for what she expected to be one worried mother.

"Emily? Hannah?"

Santana peered into the crowd and seeing a woman frantically searching the area she offered a quick wave to get her attention. As soon as she noticed the woman came rushing over, her eyes focused on the two children she swept them both into a big hug, "Girls, there you are. I was so worried."

"Mom…" the younger of the two whined as she wiggled her way loose, "You're gonna squish my ice cream. I got the chocolate brownie, Santana said it was the best. Hannah got vanilla, that's boring."

The woman frowned as she pulled away, her eyes finally landing on the two teenage girls currently lingering by the table she shot them both an appreciative smile, "Thank you so much, I swear I leave these two alone for ten minutes and they get themselves into all kinds of crazy messes."

"No worries." Santana replied, her discomfort growing as she watched the woman fawning over her two children, "Anyway look, we gotta go."

Shifting her weight Santana gently pushed Rachel away from the family. "I should at least pay you for the ice-cream, it's the least I can do…"

Santana shrugged as she waved a hand dismissively, "No biggie." And with that she turned and began to walk away from the table, a small smile tugging at her features as she heard the girls called out behind her.

"Bye Santana! Thanks for the ice-cream!"

Rachel smiled as she jogged to catch her friend up and as they fell into step with each other she was surprised to see the sad expression on the cheerleaders face, "Hey, you okay?"

Santana sighed, "Yeah. I just…seeing them, reminds me of how Yara and I used to be. Whenever there was a carnival my whole family would go and Yara always dragged me around with her, she lost me once and my Mom went nuts at her."

"She lost you?"

"In the hall of mirrors." Santana said with a chuckle, "I was seven and Yara had promised my Mom she would look after me but I was kind of…mischievous. She thought she was holding my hand but when she wasn't looking I switched with some other kid, scared the crap out of everyone. We both got in so much trouble for it."

Rachel giggled at the thought of a young Santana running amok, "Did you go a lot?"

"Whenever we could." Santana replied, her smile growing as she added, "Even after the whole hall of mirrors incident Yara and I were like, inseparable at these things. I love them, they remind me of all the good times we had together. One year we had this huge cotton candy binge and we were both sick like, everywhere. It was not a pretty sight, to this day I can't even look at the stuff."

"It's a good thing I didn't buy you any then." Rachel concluded as she pulled a can of diet coke and a snickers bar from her bag and passed them to the confused girl, "What?"

"I thought I asked for chips." Santana said with a shrug as she happily unwrapped her second snickers of the day.

Rachel blinked as she held back a laugh, "I have no idea what you asked me to get you actually, you were so busy playing wonder-woman that you asked me in Spanish and for future record, no habla ingles."

Santana choked on her food as she tried to hold back her laugh, "You know you just said you don't speak English, right?"

"I knew that." Rachel blushed, her eyes darting around as she tried to change the subject, "Anyway, I think it's time we took on some rides!"

The cheerleader smiled nervously, she could see the looming sign for the Nexus rising up in front of them and her brain grimaced a little at the sight. It had looked pretty intense earlier but now with Rachel hurrying them towards it, it looked down right horrible.

"Come on!" the singer beamed as she manoeuvred them to the back of the surprisingly short queue, her eyes widened as she gasped, "Oh my god."

"What?"

"You're scared of roller-coasters!" the diva stated as she studied her friend. She could see the grimace on the cheerleaders face as she eyed the structure and the way she tensed at the sounds of screams coming from the current riders.

Santana shook her head as she scoffed and crossed her arms, "I am not."

"I thought you were supposed to be badass-" Rachel teased as she they stepped closer to the front of the queue.

"Hey, I am totally badass." The cheerleader stated, her façade broken as she jumped at the sound of the rollercoaster whizzing past, "Alright, fine. I don't like them, they make me nauseous and I don't get the point of them but I am not scared of them."

Rachel smiled as again they meandered closer to the front, "We can go on something else if you want?"

"Pfft…" Santana scoffed, her eyes darting from the girl next to her to the rollercoaster which was now waiting for them to climb aboard, "I'm not a wuss, we're doing this."

Rachel shrugged as she handed a set of tokens over to the girl at the gate, she almost re-considered her own participation when the attendant made her part with her stuffed frog but one smirk from Santana pulled her back to reality. As the two girls strapped themselves into their seats Rachel could see the cheerleader already developing a green tint, "You okay?"

"Uh-huh." came the short reply.

The singer smiled and reached over to take Santana's hand; linking their fingers together she gave a reassuring squeeze as the ride jerked into action. The last words she could make out as the ride began its first assent made the singer laugh.

"If I die on this thing I'm gonna haunt the crap out of you."

By the time the two girls had their feet back on the ground Rachel was grinning from ear to ear as she reclaimed her prize and Santana was headed straight for the nearest bench, her normally flawless skin a subtle shade of green.

"No more rollercoasters?" Rachel asked as she took a seat next to her friend.

"No more rollercoasters." Santana agreed, her breathing evening out as she felt her stomach settle and glared up at The Nexus accusingly, "I do not get the hype behind those things."

"Thanks for coming on with me." the singer giggled as she gently pulled her friend back onto her feet, "But how about now…you show me some more of your crazy carnival skills?"

"Wack-a-mole?" Santana asked, perking up a bit as she grinned.

"Lead the way!"