Jim was still asleep when Quasimodo and Ariel woke up. Grinning, Quasimodo leapt up the infrastructure of the tower and made his way to Ariel, who was yawning and stretching in her cot. He admired this girl quite a bit. She had no voice, but had more of one than anybody he had ever met (not that he had met all that many people); she had been so scared of heights when she first arrived, but now she was (slowly) making her way across the beams without Jim and Quasimodo's assistance and was easily able to make it down to ground-level. She still tripped over her own feet sometimes, but she could run much easier now and he had only seen her fall once in the last couple of times that she attempted it. She did, Quasimodo chuckled, have a lot to learn about balancing on stairs and the art of jumping and kicking without losing her balance, but all in all she had improved greatly.

"Hey!" Quasimodo said. He watched in amusement as Ariel looked up, bleary-eyed, growled in a manner surprisingly like Jim, and then covered her head with her pillow.

"I'm guessing you're not a morning person." He chuckled. "Which would make you the only one. Jim is actually really pleasant in the mornings."

'He would be a morning person.' Ariel said into her pillow, her face wrinkled in disgust.

Quasimodo couldn't see what she was saying, but he laughed all the same.

"Come on, get up! Today is a really big day!"

Ariel could practically see the grin on his face. Groaning, she removed the pillow and sat up.

'Why is today any different than any other day?' she asked, throwing her blanket off of her and watching as it slipped off her cot and draped smugly over a lower beam.

Ariel could do little more than mutter, 'Well damn.'

"Don't tell me you're picking up his swearing, too!" Quasimodo cried. "He really needs to tone it down in the presence of a lady."

Ariel rolled her eyes and stuck her pinky in her ear. It was tickling her for some reason. It had been doing that a lot lately. She secretly wondered if air wasn't more fickle and impish than water and was choosing to torture her.

"Anyways, today is the Festival of Fools!" Quasimodo gushed, choosing to ignore Ariel as she fell angrily back into her cot. "I've never been and Jim promised he'd sneak out with me this year and you're coming to! He even hung up one of your dresses for you to wear."

'Which one?' Ariel inquired, starting to wake up.

"That blue one. He said that that pink one is actually a nightgown. Like, you're supposed to sleep in it," Quasimodo added, noticing the confused look on Ariel's face.

'But I sleep in Jim's shirts.' Ariel said, plucking at the shirt for emphasis.

"That's…really not conventional." Quasimodo said hesitantly. "I mean, it works for you because we really don't have much for you to wear, but normally…ladies don't wear men's clothes. It's…a little too different. Do you understand?"

Ariel nodded slowly.

"Don't worry, we're getting her new clothes at the Festival."

Ariel nearly jumped out of her skin at Jim's sudden appearance, but Quasimodo seemed at ease.

'You will?' Ariel asked, hoping to hide her fright more than anything.

"Yeah." Jim said. "We better get a move on if we're going to be there when the festivities start. And remember: Frollo is going to be there too. We're going to have to be alert if we're going to avoid being spotted."

Ariel punched Jim with one hand and pinched Quasimodo with the other.

"Ow!" the boys exclaimed simultaneously, rubbing their arms.

'Next time we sneak out,' Ariel growled. 'We take the stairs. I'm pretty sure normal people don't scale the building.'

"Normal people don't have to sneak out." Jim pointed out. He gazed around at the different colored tents, a grin beginning to spread across his face.

"Where should we go first, Quasi?" he asked. "Do you or Ariel want your face painted? Or do you guys want your fortunes read? Or—"

Jim halted as Ariel grabbed his arm and pointed excitedly at a booth that was currently swamped with children. Small cloth figures could be made out above the children's heads.

"Never mind, Quasi." Jim said apologetically. "Looks like Ariel's decided that we're seeing the puppet show first."

"Fine by me." Quasi shrugged. "I honestly didn't know where to begin."

Ariel dragged Jim over to the puppets, her eyes wide with child-like excitement. She jumped up and down when the knight-puppet kissed a blonde-princess puppet, apparently arousing her from sleep. Quasimodo jabbed Jim with his elbow and wiggled his eyebrows suggestively. Jim shoved him.

He wished that he wasn't incredibly aware of Ariel's hand still holding onto his arm.

Quasimodo soon wandered away from the others, his eyes caught on beautiful wooden figurines that were being sold in another booth. He and Jim had already established a rendezvous point in front of the main stage, in the event that they got separated.

"You've been looking at that statue for quite a while, boy. You interested?"

Quasimodo jumped and then sighed in relief when he saw a kindly old Gypsy man standing behind him.

"Sorry, I didn't mean to scare you." The man said.

"It's okay." Quasimodo assured him. He hesitated for a moment before asking softly, "what is this thing anyway? I've never seen anything like it."

"I don't rightly know." The man said, scratching his head. "It's said to be a monster living deep in the forest, near one of the provinces. Ugly thing, isn't it?"

"Wait, do you mean it's real?" Quasimodo whispered. This beast frightened him and reminded him of the many demons that Frollo had taught him about.

"Ah, it's just a local legend. I wouldn't put too much stock into it." The man reassured him.

"I'm not doing that, Ariel." Jim pouted. Ariel smiled at him and batted her blue eyes. He was still standing his ground when Ariel squeezed his arm. He could feel himself crumbling and when he met her eyes, he knew he had lost.

"Fine." Jim sighed. Ariel whooped silently in triumph. "But I am NOT getting a butterfly painted on my face."

'What's a butterfly?' she asked.

Jim opened his mouth to answer, but closed it when he realized he had no idea how to explain what a butterfly was.

Ariel sat down next to a gypsy woman with gorgeous dark skin and bushy black hair. The woman's kindly green eyes regarded Ariel's red hair admiringly.

"I wish I could get my hair to behave like yours." The woman sighed. "I have to tie mine back with a cloth and call it even."

'I like it.' Ariel mouthed. 'It's pretty!'

Though she did not know what the redhead had mouthed, Esmeralda smiled.

"What would you like for me to paint?" she inquired.

Ariel shrugged.

"Do you want her to paint a mermaid on your cheek?" Jim asked her. Ariel turned her head slightly to see a woman with high cheekbones and dark eyes painting something purple onto Jim's cheek. The woman, though proud in poise, was wincing slightly every time she moved, as if she had been struck many times.

"Mermaid, I can do." Esmeralda said thoughtfully; Ariel mentally shook herself and nodded at Esmeralda.

As Esmeralda painted Ariel's cheek and talked idly of Clopin's misadventures, Jim and Pocahontas whispered among themselves.

"He doesn't know you escaped?" Jim asked quietly.

"No." Pocahontas said, smiling. "Thanks for visiting with me when I was locked away. It meant a lot."

"Don't feel too special," Jim joked. "I visit all of the prisoners. That's part of the reason Ariel and Quasimodo never see me that much. I just…I know how bad Frollo is. Nobody should have to suffer through him alone."

Pocahontas dipped her brush back in the paint, biting her lip.

"Are you okay?" Jim asked, worried.

"I've dealt with worse." She responded. "I was just thinking how much like your mother you truly are."

"You knew her?"

"Only through the stories Nakoma brought back to our tribe." Pocahontas said gently. "She was very fond of Sarah. She told me of your mother's demise. I am truly sorry."

"Thanks." Jim muttered. The two fell into an awkward silence.

Esmeralda had just finished her painting of Ariel's mermaid when Clopin appeared and whispered something into her ear.

"Yeah, yeah." She said, smiling. "It'll take me all of two seconds to get ready to dance. Just do an intro for me, yes?"

"I wouldn't have it any other way." Clopin bowed, his jester's hat dropping over his mask.

"You and your boy toy should come and watch." Esmeralda told Ariel, gripping her hand gently. "I'm a great dancer."

'We will!' Ariel nodded. Esmeralda smiled.

"I'm heading to the tent, Poca." She called to her Native friend. "Please put a cloak on; the Guard is out with a vengeance."

"Don't worry about me." Pocahontas laughed. "I can take care of myself."