A/N: I just wanted to give credit for a scene that appears in this chapter to my nephew James who at 5 years old made sure that he got on a ride by walking on his tiptoes to the height requirement sign. That scene as written is what happened with James so he get's all of the credit for this. I hope you enjoy.

Bill Darcy called Elizabeth early Saturday morning and asked if she wanted to go to the fair with him and Anne Marie.

"That sounds like fun. I'd love to come with you." Elizabeth sighed, "I used to love going to the fair when I was a little. My favorite was the tilt-a-whirl, the bumper cars and the funhouse." Her voice turned wistful, "I wish David was still here with me, I would love to take him to the fair."

"Great we'll pick you up in an hour." Bill said as he hung up.

Anne Marie was excited, "I'm so glad that Elizabeth is coming with us but I wished she had stayed the night last night after I fell asleep because I missed her when I woke up this morning." Her eyes looked at her father and she blinked quickly, "I would like Elizabeth to be here when I wake up in the morning."

"You know that I'm not in charge of where Elizabeth spends the night." Bill told his daughter with a smile.

"You could be if you were to marry her." Anne Marie was not to be dissuaded from her task that easily, "I think you would like Elizabeth to sleep here too."

"Anne Marie," Bill said with a sigh, "It's much more complicated than that."

"I know all about that." Anne Marie spoke worldly with all of her knowledge, "You two need to kiss a lot and fall in love because Aunt Georgiana told me all about that."

"I'll have to talk to Georgiana about what information she is telling you." Darcy said with a shake of his head, "She shouldn't be filling your head with such nonsense."

"I like the nonsense." Anne Marie said with a petulant pout.

Darcy picked up his daughter and swung her around in a circle, "To tell you the truth, I like a little of the nonsense myself."

"When are we going to pick up Elizabeth?"

He kissed her on the top of her head, "We can go right now if you're ready."

"Let's go, Daddy." Anne Marie cried with impatience, "I want cotton candy."

"You will have cotton candy."

Elizabeth was waiting for them at the door when they pulled into the driveway. She was dressed casually in shorts and a t-shirt with her hair hanging loosely around her shoulders.

Bill Darcy was so captivated by her that his eyes drank in her appearance greedily. He got out and helped her into the passenger seat before he got back in and backed the car out of the driveway.

It didn't take long to get to the fairgrounds while Anne Marie and Elizabeth were talking excitedly about everything they wanted to do while they were there.

As Elizabeth led his daughter to the Ferris wheel, he watched them indulgently with a warm feeling in his heart.

"Come on let's go." Elizabeth said as she took Anne Marie by the hand and led her to the ride.

Anne Marie loved being able to see everything around the area and she giggled as the wheel turned around and around.

Anne Marie pointed out a large slide that she wanted to go on and she pulled Elizabeth by the hand toward the ride. As they were the next people in line, Elizabeth saw a little boy in front of them getting rejected to go on the ride because he did not meet the height requirement as shown on the cardboard figure standing at the rides entry. Anne Marie had obviously seen the incident as well because she furrowed her brows and tilted her head in concentration. Before she walked up to the height requirement sign she had raised herself onto tiptoes and backed to stand in front of the sign. The ride attendant sent her through the entry with Elizabeth on her heels trying to keep the man from seeing that Anne Marie was still on her tiptoes. Elizabeth couldn't help but laugh at the cleverness of the young girl who was not about to be kept from doing something that she wanted so badly.

After they got off the slide Anne Marie pulled Elizabeth to the tilt-o-whirl. Both Elizabeth and Anne Marie were dizzy when they got off. "Daddy, will you ride with us this time."

Bill looked at Elizabeth as she smiled and nodded her head. "Okay, sweetie, I'll ride with you."

When they took their seats, Darcy was on the inside so that the other two would be thrown against him while Elizabeth was next to him with Anne Marie on the outside. Darcy slung his arm casually around Elizabeth's shoulder and she put her arm around Anne Marie.

As the ride started and Elizabeth was thrown against him, he reveled in the feeling of her body against his. He wrapped his arm more tightly against her and grinned like a little boy.

Once the ride was completed, Bill did not protest at Anne Marie's insistence that they go one more time. Elizabeth smiled indulgently at the girl and they got in line for the ride again.

Once Anne Marie had her fill of the tilt-o-whirl, they made their way for the funhouse and laughed and giggled the whole time. Anne Marie was chattering enchantingly about everything.

They went to the bumper cars next and Anne Marie insisted, "I want to ride with Elizabeth."

Elizabeth agreed and as they tried to bump each other there was giggling and laughter as they all had fun with Anne Marie calling out "Hit him again, hit him, hit him again." Bill was being tossed around the little car and complained loudly.

"She's a little blood thirsty." He said as they stepped out of the cars.

Elizabeth laughed and said, "She must be her father's daughter." She arched her eyebrows and smiled.

Bill picked up Anne Marie and put his arm around Elizabeth's shoulder with a laugh as they walked towards the midway games.

With a bit of luck, Anne Marie managed to get a dime into a bowl and won a huge stuffed bear which she hugged with enthusiasm.

After they left the midway, they got Anne Marie her cotton candy and went to see the 4-H animals. Anne Marie went to pet the fluffy white sheep and left a whole glob of sticky pink cotton candy on its head and when she pulled back her hands they were covered with white wool. Elizabeth just smiled and took her hand and led the girl to the nearest restroom.

Darcy waited for Elizabeth and Anne Marie at the door to the restroom with the other men waiting for their women.

One of the men standing there said, "My wife takes so long in the bathroom, I could be standing here for the rest of the day. I hope your wife is not so bad."

Darcy smiled when he saw Elizabeth come out with his daughter, "No she's not, see you later."

"Can we go to the horse races for a little while for a little adult entertainment?" Darcy said.

"Sure." Anne Marie said, "I love horses."

"I do too." Elizabeth chimed in with her agreement.

As they bet on a few races, Bill Darcy found that all of his logical calculations to pick the winning horse could not compare to Anne Marie's and Elizabeth's choices of the prettiest horses with the best names and they won more than he did.

"That was just luck." Darcy said to Elizabeth as she gloated at him.

"I can't believe that you are belittling my way of choosing the winning horses." Elizabeth countered.

"My method is a sound and logical." Bill said with a scowl.

"Who predicted more winners?" Elizabeth said with grin.

"We did." Anne Marie said with a giggle.

"I can't win against both of you." Bill said with a laugh as they left the race track.

Elizabeth heard music and walked toward the sound. Bill picked up his daughter and followed her until they found a live concert going on.

Bill looked on with longing as Elizabeth swayed seductively to the music. She took Anne Marie out of Darcy's arms and danced with the girl in her arms.

Caught up in the moment, Bill caught Elizabeth around the waist and moved with her to the music.

Once the concert was finished, Darcy noticed that his daughter was starting to yawn and said, "I think it's time to go home."

"I would say that you are right." Elizabeth agreed.

As soon as Anne Marie was strapped into her car seat and they started towards home, she fell asleep.

Bill drove Elizabeth home and walked her door. "I had a very nice time today, thank you." Elizabeth said as she opened the door.

"I enjoyed the day too." Bill said as leaned in toward her, "Anne Marie hasn't had a better day in a long time and it is because of you." He said softly as he ran his hand along her arm.

Elizabeth looked him in the eye and said, "It's late, you should be getting Anne Marie home." Elizabeth stepped through the door and said, "Goodnight."

"Goodnight." He said trying to keep the disappointment out of his voice.

He drove the short distance home and put Anne Marie to bed before he got into his bed and fell asleep with dreams of Elizabeth.

He was woke up a few hours later to Anne Marie crying and he went to her, "What's wrong, sweetie."

"I don't feel good, I want Elizabeth." Anne Marie was inconsolable as she cried, "I want Elizabeth."

He felt her head and realized that she had a fever. "I'll call Elizabeth." He comforted his daughter as he got the phone and sat on the bed as he dialed.

"Hello." He heard Elizabeth's sleepy voice answer.

"Elizabeth, its Bill," He said as Anne Marie cried, "I want Elizabeth."

"What's happened?" She said with worry in her voice.

"She has a 101 degree fever and is asking for you." Bill said with chagrin, "I know it's an imposition but do you think you could come over here?"

"I'll be over as soon as I get dressed." Elizabeth said before she hung up.

Even in this time of worry, Bill couldn't stop his mind from wondering what Elizabeth wore to sleep. God, he wanted to know so badly that it hurt.

He sat with Anne Marie comforting her until he heard the door and went to let Elizabeth into the house. She wore a t-shirt and jeans and her hair was in disarray and tumbled over her shoulders. She went right to the bathroom and got a wash cloth and soaked it with cold water. She turned to Bill, "Can you get me a glass of water, I brought some children's Tylenol that I got for David."

"Elizabeth," Anne Marie cried as she walked into her bedroom.

As Elizabeth sat on the bed the girl threw her arms around her neck. "I'm here, Sweetie."

She leaned the girl back and wiped the child's face and arms with the cold cloth which heated up very fast. Bill brought the water and Elizabeth coaxed the child to take the pill with the water.

Bill took the warm cloth from her hands and went to bathroom and ran cold water on it again. He brought it back to Elizabeth who continued her effort to cool down Anne Marie.

Darcy watched her work and said, "You've obviously done this before."

"With three younger sisters, you learn to cope with illness very quickly." Elizabeth saw the thermometer in his hand and reached out for it. Bill placed in her hand and let his fingers linger along the curve of her wrist for a moment.

Anne Marie seemed to be cooling down and Elizabeth took her temperature and was relieved to find that the Tylenol had started to work and that her temperature had lowered a few degrees.

Under the ministrations of Elizabeth, Anne Marie fell asleep.

Bill and Elizabeth made their way out of the room and he said, "Why don't you stay the night here, just in case Anne Marie needs you again." His voice had a low huskiness that belied his real reason for wanting her to stay with them.

He leaned into her and kissed her gently on the lips and without thinking she placed her arms on his shoulders. He pulled her closer and moved his tongue into her mouth and his excitement grew as he tasted her sweetness.

She wound her arms around his neck and moved her hands through his dark curly hair. He groaned as he deepened the kiss with a passionate ardor that took him to unexplored depths. He loved the feel of her tongue as she moved around his mouth.

He slipped his hand under her shirt and felt the fullness of her breast. She arched herself toward him and moved her hands over his back.

As his hand found her hard nipple, little soft moans escaped her lips and with one movement he picked her up and pushed open the door to his bedroom. He placed her gently on the bed and slid into the bed beside her. "Stay the night with me." He said hoarsely as he pulled her close to him.

Reason returned to Elizabeth as she felt his arousal so she sat up and pushed Bill away. "I can't do this." She said with barely suppressed emotion.

"Elizabeth, please, darling, I need you." His voice was velvety smooth.

"I'm not the kind of woman who jumps into bed with a man the first instant he shows an interest in her." She said as she got out of his bed and walked to the door. She was gathering her things when he found her in the front room.

"Elizabeth, I'm sorry, I just lost control for a moment." Bill said quietly, "Please do not leave, Anne Marie needs you." At the look in her eyes he said, "I have a spare room that you can use. I promise not to touch you again if that is your wish."

Elizabeth's mind fought a battle against itself as she tried to sort out everything that happened. In the end her love of Anne Marie won out.

"I'll stay for Anne Marie." Elizabeth agreed, "She may need me again."

"Elizabeth…" He voice was raw with emotion.

"We'll talk in the morning." Elizabeth said with exhaustion, "Just show me where I will sleep."

He showed her to the room and disappeared for a moment before he handed her one of his t-shirts. "I thought you could use something to sleep in." He said as he left the room.

It took Bill Darcy a long time to get back to sleep as his head was full of Elizabeth. The feel of her body, the taste of her lips and the passion she had evoked in him and he imagined her asleep in the guest room and cuddled up against the pillows. How he wanted to walk down the hall and take her in his arms.

Elizabeth tried to sleep but it was impossible with her thoughts and emotions. She walked back to check on Anne Marie and made her way to the kitchen for a cold drink of water.

As she was sipping her water, Bill walked into the room wearing nothing but his boxers. Her eyes were full of his muscled body and she had to drag her eyes to look in his.

When Bill saw Elizabeth in nothing but his old t-shirt his desire built to a feverish pitch. Calm yourself, don't send her running again.

"I couldn't sleep." Elizabeth said as she gazed into the fiery depths of his eyes and was mesmerized by what she saw there.

"Me neither." He said with a husky voice.

With no conscious thought she leaned her body towards him and brushed her lips against his. He caught her lips and she slid easily into his arms and kissed him back with a response born of desperate need.

"Elizabeth, darling," Bill drew himself back and stroked her hair, "What are we doing?"

"I don't know." She admitted, "But I like it."

She pressed soft kisses across his face and he pulled her into a close embrace and breathed deeply into her hair.

"I think you should go back to bed before I lose control again." He said softly.

"I'll see you in the morning." She said with a smile and headed back down the hall.

She is exquisite. He watched her walk down the hall and sighed as he made his way to his bedroom.