Cody and Dustin walked down the street hand in hand Cody leading the way. As they continued to walk the smell of the harbor cam wafting toward them.

"Where are we going Cody" Dustin asked with excited anticipation.

"It's a surprise. Were almost their just hang on a little longer" Cody said leading the boy. After about five minutes of walking the two boys turned a corner and Dustin's eyes went wide with excitement. Unfolded before them was a mass of lights and people. Music could be heard in the background.

"Is this...a carnival" Dustin said awe struck.

"Yup." Cody said smiling "it comes he for about a week each year. I thought you might like it. Did I do a good job picking our date" Cody said almost shyly.

"You didn't to good Cody. You did amazingly. I've never been to a carnival and I didn't even know this was here" Dustin said showing more of his childish side then he had been when around Cody. Cody smiled and grabbed the boys hand leading him down to the docks. Dustin was so excited when the reached the carnival he could barely stand it. The first thing he did was race to the roller coaster dragging Cody behind him.

"Dustin" Cody laughed "calm down we have all night you can take as much time as you want" but Dustin didn't hear him. He had a gleam in his eye and a smile on his face which made Cody happy. They went on the roller coaster, the tilt-a-whirl and the pirate swing, the one that looked like a giant boat and rocked back and forth until it made a full rotation in the air. As they headed off to the next ride Dustin suddenly stopped in front of the ring toss and stared at something. Cody looked back and saw a look in Dustin's eye like he wanted something. Cody walked up to Dustin and saw what he was staring at. It was a small teddy bear with brown fur and blue eyes. It actually resembled Dustin in a slight way. Cody smiled and put his hand on Dustin's head ruffling his hair. He then walked up to the vendor and handed him some money. Dustin looked surprised by Cody's actions but just stood and watched.

"I'm lucky he stopped in front of this game" Cody thought with a laugh " it's the only game that has to to with math and the only one I can really win." Cody threw all threw all the rings and landed each one once he received the bear he walked over to Dustin and held it out to him

"Here you wanted this right" Cody said smiling victories that he had actually won. Dustin reached out and took the bear somewhat shocked that Cody could tell which one he wanted.

"How did you know I wanted this" Dustin asked amazed.

"You were staring at the stand and I assumed it was that one" Cody chuckled "I'm just lucky I won it on the first try. Do you like it?" Cody asked hesitantly.

"I love it. Thank you" Dustin beamed. Cody looked at his watch and was surprised it was ten past ten.

"Hey we have time for one more ride. How about the Ferris wheel?" Cody asked. Dustin froze for a second then shuffled his feet nervously

"That rides for little kids, how about um the roller coaster again" Dustin said nervously. Cody looked at Dustin strangely for a second.

"Dustin...are you scared of heights" Cody question.

"Not scared exactly, they just make me uncomfortable" replied Dustin looking down at his feet. Cody grabbed the boys hand and started walking towards the Ferris wheel.

"Common I'm going to show you there's nothing to be scared of. I'll help you"

"No Cody I'm fine seriously. I'd much rather stay on the ground." Cody stopped and gave the boy a hug.

"I'm right here with you. You don't need to be scared". Dustin couldn't resist, he followed Cody to the ride. As they got in Dustin sat next to Cody. He was shaking, he really was terrified. Cody put one arm around him and held him close. Just as the ride started to move Dustin let out a squeak of fear, he was shaking furiously. Cody bent down and kissed the boy making his eyes go wide before he started to kiss back. When Cody knew they were at the top he pulled away and grabbed Dustin's hand

"Look outside, I've got you and nothing's going to happen". Hesitantly Dustin looked outside. He saw all of Boston lit up

"It's beautiful Cody." He said without an ounce of fear.

"See I told you you would be fine" Cody smirked triumphantly.

"That's unfair you cheated" Dustin complained in a mock tone.

"Well, how about you let me cheat some more" Cody said leaning in and kissing Dustin.

Hey guys another chapter done. So who's date did you like better Cody x Zack or Cody x Dustin and disregard the sex Zack and Cody had lol. Do you guys like Dustin so far how he acts and looks? I'd like to hear what you guys think. So like always guys leave your reviews and comments. Until next time thanks for reading.