Author's note: This ch is full of fluff, and I apologize for exactly none of the cotton candy sweetness.

Warning: Captaincobra feels, as well as Emma/Ava fluff

Chapter 35

Henry had had every intention of leaving and skipping the carnival, but Regina called and said that she was going out with her boyfriend (who turned out to be Robin Hood, who knew?) and that Henry could spend the rest of the day with Emma.

A couple of years ago, this would've made both of them very, very happy. But today? Henry just sighed while Emma's stomach churned with nervousness as she tried to keep her face calm.

"Wow." Ava gaped at the scene before her.

Even Henry looked awestruck, even though he was clearly trying to hide it.

Emma took one look at the looks on their faces and burst out laughing. "You are all clearly new to carnivals I take it."

"They didn't have anything remotely similar in the Enchanted Forest." Killian said as he took everything in. "Its so...chaotic." Indeed it was, due to all of the children running around on sugar highs as their frazzled looking parents followed them. There were so many sights, sounds, and smells it was hard to focus.

Just then, something caught his eye. "Is that...a pirate ship I see?" Killian asked.

Emma turned in the direction he was looking. "Not exactly. It's more of a pirate themed ride." Taking in the intrigue on his face, she smiled knowingly. "You want to go on that don't you?"

Killian fixed her with a look that was one part duh and two parts sheepish. "That obvious, I see."

"What do you want to do, Henry?" Emma asked.

Henry shrugged. "Dunno."

"Come on, I know you've never been to a carnival before. I don't see Storybrooke having them."

"But they have a lot in Boston, right? I mean, I wouldn't know or anything, seeing as you never even bothered to invite me-"

"All right!" Killian swept in. "Lad, you're with me." Before Henry could protest, he clamped his hand upon Henry's upper arm and practically dragged him away. "Have fun with Mommy, Ava!"

Uh-oh. Now Emma was alone with Ava (which was only slightly better than being alone with Henry). Although she had seemed perfectly normal during breakfast there was no telling whether or not she was still mad.

"So what do you want to do, Ava?"

Ava looked around, her eyes lighting up as they landed on something not far away. "Pony!" She pointed.

Emma turned to look. "Oh, you mean the carousel? Sure." She held out her hand, feeling relieved as Ava automatically laced her little hand through hers. The line for the carousel was relatively short and in no time they reached the front. "Which horse would like?"

Ava pointed to a yellow one. Unlike other little girls pink was not her favorite color.

"Good choice." She lifted Ava up and buckled her in. Choosing an adjoining one, she sat down, feeling silly as she did so. It had been ages since she'd been on this ride. As the carousel slowly started to move, there was an uncertain look on Ava's face. "It's ok, Av." Emma reassured her. "It's fun, see?" She reached out and took her daughter's hand again.

The ride began to spin faster and faster, and soon the carnival around them was nothing but a blur of lights and colors. The uneasy look on Ava's face was soon replaced by a look of joy. As for Emma, she just sat back and enjoyed the ride, feeling nostalgic as she did so.

The first time she'd been to a carnival the carousel had been her ride of choice as well. Her foster mother at the time, unusually nice that day, had held her hand in the same way she was holding Ava's right now. Emma had begged to go on again and again and her foster mother had acquiesced. She'd pretended that she was a princess going for a ride on her pony.

And then two weeks later she was sent away her foster home for fighting in school. Hadn't even been her fault; the other girls had been calling her worthless roadkill. She could still remember the look of disappointment as her foster mother came to pick her up from school. Not long after that it was back to the group home, as she'd been deemed "too much trouble" and "not worth it".

It was so unfair that her fists still clenched when she thought about it. But a loud squeal from Ava brought her back to reality. That was over, in the past. Ava was now. She smiled at the pure look of glee on her daughter's face, thinking sadly about how she had once been as happy and carefree as Ava.

She would do whatever it took to keep that look on Ava's face. It would not be wiped away by abuse and neglect.

The ride was over much too fast and when Emma reached over to unbuckle her daughter, Ava reached down and clung onto the horse.

"Again! Again!"

Of course. Ava wasn't her daughter for nothing. She simply sat back on her horse and waited for the ride to start up again.A second time turned into a third, and then a fourth and a fifth.

"Still want to go again?" Emma asked, secretly hoping that the answer would be no. As much as she loved this ride she was dying to do something else.

Much to her relief, Ava shook her head. "No more."

"Good choice. Let's go do something else." She released Ava from the painted horse and set her down. "What about the teacups? They're super fun."

Just then, someone passed by with a large cotton candy in hand. Ava immediately looked up at her mother. "I want that."

"Sure." They headed off towards where a long line of people were waiting to buy food.

Now if only things with Henry would go as smoothly.

"I understand you're mad, Henry, but you can't keep acting this way."

Henry shrugged. "I'm not-"

"Your mother may let things slide, but not me. She didn't leave you on purpose. Don't you remember what happened? She lost her memories. It wasn't her fault. You can't keep blaming her for something she didn't do."

"It was her choice to leave, though. She didn't have to, she had all of us. Why aren't you mad? She left you too!"

"Did you think it didn't hurt? Because it did. It hurt me, and it hurt Ava. But Emma didn't remember. She didn't cause this, it wasn't her fault. And you've got to keep in mind, lad, the woman who left you was not your mother."

Henry frowned. "What do you mean?"

"She lost two years of her life, right? In those two years she became the mother you know today. The Emma of two years ago, that was an entirely different person. She sure didn't love you back then as much as she loves you now."

"Is that what you tell yourself to help you sleep at night?"

"Maybe. Maybe it is. But either way, is staying angry really going to help? Is it going to bring back the time you two lost? Emma already hates herself enough for leaving, I can see it in the way she looks at you. And Ava and myself as well. She blames herself even though it wasn't her fault."

"Really? Because it looked as though she didn't mind staying in Boston with you and Ava."

They finally approached the pirate ride and stepped into the long line.

"Appearances can be deceiving. But I know that she missed you way more than she could understand. And I know you missed and needed her. And now that she's back...are you honestly going to hold onto your anger? Are you going to make things harder for yourself, for everyone?"

"Seven hells." Killian muttered dazedly as he and Henry left the pirate ride. He'd expected a ship type thing, but instead was strapped into a vehicle that did not resemble his ship in any shape or form whatsoever that spun around and around so rapidly he felt like he was going to be sick.

"Too intense for you?" Henry teased. He seemed to be in a better mood now, more himself than he'd been all day

"Nah." Although it was, in a way. Funny. He had been journeyed the seven seas on all sorts of adventures, fallen through portals, and swam with mermaids. But in all his years he'd never experience something as jarring as that. Killian took a deep breath, trying to steady himself. "What are those bloody contraptions?" He gestured to the roller coaster in the distance. "How barbaric. Are the people in pain?" He asked, obviously referring to the screams.

"No." Henry replied. "You're supposed to scream like that. Even I know and I've never been on one."

Killian still looked uncertain. "Why are the people whipping by at such high speeds? Is that even safe?"

"Yes. Want to go?"

Killian hesitated for a second.

"Can't handle it?" He said in an almost perfect Emma imitation. "Too rough for you?"

Oh, no. Killian could handle a lot of things but not someone doubting his strength. "Of course not, lad. Lead the way." Twenty minutes later Killian was starting to regret his fake show of bravado. Strapped into one of those little vehicles he looked up at the imposing structure before him. Maybe he shouldn't have done this.

"Excuse me." He said, catching the attention of the bored looking teenager managing the ride. "But exactly how safe is this bloody thing?"

"It's totally safe, sir." The girl assured him, amusement crossing her face as she noticed his fearful expression.

But before he could get out and insist that Henry ride it by himself (surely he could do it on his own), the ride started to creak forward.

"Here we go." Henry said excitedly.

Killian looked doubtfully down at the black plastic holding him down and said a quick prayer that he'd be able to survive this. He began to relax as the car slowly creeped forward, moving diagonally up. This was just like Emma's vehicle. Right?

The car came to a stop at the top. "Um, lad?" Killian turned to Henry. "I think this thing is broken. We've seem to come to a stop."

Henry just chuckled. "Wait for it."

Wait for what? Before Killian could ask just that the car suddenly jerked forward without warning, dropping steeply down before going to the side.

"Blllooodddddyyyyy helllllll." He cried, his teeth rattling. All around him people were screaming and throwing their arms up. A quick look at Henry told him that the lad was doing the same.

So Killian mimicked them, squeezing his eyes shut and screeching as loud as he could. It probably came out as more like a cry of fear but was drowned out in the noise of the carnival. As his hair whipped wildly around and he was jerked from side to side, he suddenly felt...exhilarated, beginning to understand the thrill of this odd activity. It gave you such a rush.

Even the screaming no longer seemed out of place. It was helping him release his fears and added to the thrill.

As fast as it started it was over, the car coming to a slow stop at the beginning.

"So what did you think?" Henry asked.

"It was...interesting." Killian responded. His legs shook slightly when he tried to stand and he reached out a hand to steady himself. "What do you say we find an activity that is less...death defying?"

Henry just laughed. "Sure."

They walked around the busy carnival for a while, Killian taking deep breaths as they did so. He slowly began to feel better.

"Look!" Henry cried, pointing at something. "Skeeball!"

"What is the meaning of this skeeball?"

"I'll show you." The boy led Killian towards a big box looking type thing with rings and numbers. "You just throw the balls in and try to get lots of points to win prizes." He explained. "Here." He handed the man running the game a couple dollars and was given a ball in return. Henry leaned down, gripped the ball in one hand and casually tossed it. Killian watched as the ball flew in the air and landed through the smallest ring in the back.

"Yesss!" Henry cheered. He threw the ball several more times until his turn was up. He looked up at the glowing number and turned to the man. "What do I win?"

The man looked at a piece of paper. "Either a yoyo, a squirt gun, or a baseball cap."

"I'll take the squirt gun."

"See?" Henry turned to Killian. "I played this in the arcade back home when my mom used to take me. It's fun. Why don't you try?"

"Looks easy enough." Killian paid the man and grabbed the ball, trying to copy Henry's movements. Except that something went wrong, for the ball landed with a plunk down in the gutter. He cursed quietly and tried again. Same result. And again, but to no avail.

"It's ok." Henry patted him on the back. "It takes practice." He received something from the man and handed it to Killian. "Here's your prize."

Killian blinked at the object Henry had handed him. It was black and resembled the thing that sat on their bathroom counter that Emma used through her hair. "A comb?" He looked up angrily at the man. "This is what I get for my efforts? Bloody hell. This is what your world calls a prize? A mere comb?" He paid the man again. "I refuse to give up until I win something better."

Ten minutes and several combs later Killian grunted with frustration as he received what he thought was barely a step up from the multiple combs: a squirt gun identical to Henry's.

"Why don't we do something else?" Henry suggested as he shuffled around and hopped from one foot to the other. "I'm bored."

But Killian shook his head. "No. I refuse until I win that." He pointed at the wall of prizes, clearly referring to the giant stuffed duck.

Henry sighed. "I'll be right back, gonna go get some cotton candy." He glanced at Killian but he was occupied, jaw set as he handed the man yet another couple crumpled dollars.

When Henry came back thirty minutes later Killian was still going at it. There was a long line behind him, people tapping their feet impatiently, itching to play skeeball but it looked like he wasn't going anywhere for a while.

"Just give up." Henry said. "It's nearly impossible to win that duck. You'll need 5000 points."

"Then I shall do just that." Killian replied, leaning down for another shot.

"Why do you even want the duck so bad? I think it's too big for Ava."

"It's not for Ava, lad. Your mother likes ducks, no?"

Oh. Henry settled on the ground next to the skeeball machine, trying to make himself comfortable. He hoped that when he fell in love he would never end up as crazy as Killian.

Meanwhile, Emma stood by patiently while Ava had her face painted by some kooky looking artist type with bright pink hair. At first she'd wanted to transform her face into that of a clown's but the unicorn on the adjoining page of options had clearly appealed to her more.

"There we go." The girl with the pink hair set down her paintbrush and beamed at Ava. "All done." She handed Ava a small hand mirror. "Do you like it?"

Ava examined her face, a wide smile growing as she took in the surprisingly intricately painted unicorn. She scooted off the chair and pointed to her face. "Look Mommy. Unicorn."

"Yeah, that's right. Pretty unicorn. What do you say?" Emma prompted.

"Mommy get one too." Ava said in response.

"I was thinking more of thank you…"

"Mommy get unicorn too." Ava repeated. "Just like Ava."

"I'm sure there's a long line of people waiting behind us." But one look behind her told her that there was no one. Emma was about to refuse (it had been ages since she'd had her face painted and honestly unicorns were the last thing she would want) but one look at Ava's pleading face and she knew she couldn't say no. "Sure. Why not?" She sat down on the chair Ava had vacated, feeling silly as the girl with the pink hair began to dab paint on her face.

A little while later she was done, and Emma bore a unicorn on her face that was identical to Ava's. She fished out her phone and handed it to the girl. Might as well, right? Seeing as this would never happen again. She hugged Ava close and both smiled widely for the camera.

"Awww." The girl said as she handed the phone back. "How cute."

After thanking the girl they walked away. "What do you wanna do next?" They'd already been in the Funhouse, had lots and lots of cotton candy and funnel cakes, and won a large stuffed bunny that Ava currently clutched under an arm.

"Teacups!"

"Ok." Emma checked the time on her phone. Wow. It had been nearly three hours since they'd split from Killian and Henry. "Want to go on it now or go and find Daddy and Henry first?"

"Go find Daddy."

Emma texted Killian and waited for his reply as she and Ava walked around some more, Ava growing noticeably more impatient with every passing minute. Fifteen minutes passed and then twenty. Weird. Usually he didn't take this long to text back even despite his issues with technology.

"I dont know where Daddy and Henry are. So how bout we just go without them and go find them later?"

Ava nodded. They started walking towards the teacups ride, where the crowd is larger than ever. Emma silently cursed to herself as she noticed this; her impatient side was not built for waiting in lines. But upon closer inspection she realized that the people were surrounding skeeball, which was right next to the teacups.

Curious, she made her way over to the thick crowd, where she was immediately greeted by loud roars and cheers. "What's going on?" She asked someone nearby, who was standing up on their tiptoes and craning their neck to see above other people's heads.

"Oh, this guy has been at it for like three hours. Trying to win one of the stuffed ducks."

Emma rolled her eyes. She could never understand the obsession some people had with winning the lame prizes. Sure, she had a competitive side but not when it came to trying to beat rigged carnival games that were set up so no one ever won.

There was the unmistakable ding, signaling that the player got another high score. And then another, if the cheers of the crowd were any indication. Damn. Whoever he was, he was good. But not good enough to keep her interest. She and Ava had a ride to go to. But before she could do so she caught a glimpse of the guy's head and well muscled arm as he picked up another ball and skillfully threw it towards the smallest hole in the back.

No.

It was Killian. No freaking way. What the hell was he doing? Ignoring Ava's protests she pushed her way through the crowd and marched up to him.

"Hey." Henry said as he noticed her and Ava approach.

"Hey." She replied. Her eyes zeroed in on the pile of prizes clearly intended for the low scorers at Henry's feet. "Have you two really been here for three hours?"

"Yeah." He shrugged. "It got kind of boring at first but when Killian started to score higher it became fun to watch."

Emma just blinked at her son; why was he suddenly talking to her?

As if on cue, Killian turned to look at her, a huge, silly grin on his face. Clearly he was still high off that last high score. "Hello, love."

"What are you doing?" Emma asked.

"What does it look like? Trying to win that." He pointed up at the giant yellow stuffed duck hanging from the wall of prizes.

Emma frowned. "For Ava? I think it's a little too big for her."

"Not for Ava." Henry interjected impatiently. "For you."

Oh.

Killian nodded with agreement before picking up the last ball. "Just need another 50 points before I win. How about a kiss for good luck?" He asked cheekily.

"Maybe if you actually win." She replied, pressing her hands into her pockets and shooting him a sarcastic grin.

He bowed. "Challenge accepted." His brow furrowed with concentration and the crowd seemed to hold their breath as the ball was lobbed up in a perfect arc and went sailing into the 50 point hole.

Everyone around them roared so loudly it felt like the ground was shaking. Henry jumped up and down with excitement, and even Ava cheered, although she probably didn't have any idea what had happened. Caught up in the moment, Emma allowed Killian to sweep her up into his arms and kiss her although she was not one for PDA.

They approached the man running the game, where Killian picked out the duck and handed it to her. As she let her fingers touch the soft fur, all her thoughts about how lame carnival prizes were flew out of her mind. He'd played a game he clearly had no prior experience with for hours and hours just to win it for her. And coupled with the fact that Ava seemed to have forgiven her and Henry seemed to be better (though God knew why), well this was the happiest moment she'd had since she got her memories back. All of it was so perfect that she spontaneously pressed her lips against his.

Author's note: Now that Killian has talked to Henry, will Henry finally forgive Emma?