Once the carnival finally rolled into town, I had somehow gotten Kacey to let Max sit with us.

Of course they still didn't get along. Kacey sat next to me, or the other side of the table if I ended up sitting next to Max. He seemed a little stand-offish himself, as if he knew exactly who Kacey was and remember what he did to her.

"So, you want to go to the carnival tonight?" Kacey asked me, her eyes darting from me to the untouched food on her plate.

"Actually, Max and I were going to go." I replied, avoiding her eyes, "We made a bet a month or two ago and we kind of have to see who was right." She stared at me for a second, her eyes narrowed, before she dropped her head with a sigh.

"Sunday, then?" I was about to suggest that she could come with us tonight, but decided to just respond her to directly instead.

"Sunday would be great." I could feel the tension radiating off of Max beside me, as well as the irritation that was clear in my best friends eyes.

"How's Austin doing?" Kacey finally spoke up again, changing the subject. It was my turn to feel a little uncomfortable, my appetite now completely lost.

"He's okay, I guess. I'm going over to his apartment in a week or two to help him unpack his stuff. He's living with some French guy." Kacey's eyes lit up.

"Is he cute?" She asked.

"Cute? No, he's hot as hell though. Like model hot." I heard Max make a gagging sound beside me, his face twisted in disgust. Kacey was smiling at me, her eyebrows raised made the bruises that still sat under her eyes predominant.

"How old is he?" She wondered aloud.

"Eighteen or nineteen, I think."

"You guys gonna hang out?" She was smirking now, and for a second I felt that we were back to our old ways. Where we could sit on hours on end and talk about boys and movies.

"Dunno. My brother is being all over protective. He keeps saying the age gap is to big. I just think it creeps him out thinking I could be dating his roommate." Kacey laughed, but I could feel my own smile drop when I turned to face Max. He was staring up at the ceiling, his jaw clenched.

"Do you two mind keeping your chick talk for your alone time?" He questioned when he saw me staring. I heard Kacey snort, but we both nodded and went back to talking about some Brad Pitt movie coming out.

I slowly sent Max a look through my lashes, hoping he couldn't see me staring. He was watching Kacey as she talked, he looked almost as if he were actually listening to what she said.

As I turned my head back to my best friend, I could feel my lips starting to curl up into a smile. Maybe this wouldn't be so bad, maybe they'd learn the get along.

At least that's what I can hope for.

*

"Remind me to bring you with me any time I want to win stuff." I joked, leaning over Max's wheelchair as I tossed another stuffed animal into the bag in his arms.

"Oh, so you admit I'm better than you, eh?" He tilted his head back, his eyebrow arched. I rolled my eyes, shaking my head.

"In your dreams, Duncan. I'm just saying you know how the carnie's ways and all their little tricks." My smile stretched even further across my face when I saw a half smile appear on his.

I swerved through the crowds of people, almost hitting a little boy that was staring at Max with big eyes. Once we made it to the trailers serving food, I stopped and gestured toward the ring toss game across from us.

"Let's play the eat." He said, "I don't want you to throw up everywhere if you lose." I smacked the back of his head playfully, pushing him toward the booth. I took the bag of stuffed animals from him and hung it off the handle on his wheelchair, stepping around it to stand beside him.

The woman behind the booth was staring at Max with a pitiful look, one we had seen a little too much tonight. To my surprise, Max didn't seem to really notice it or he didn't let on that he did.

"You go first." I handed him the rings, smirking, "You know, so the blow doesn't hurt as much once I win." He snorted, pushing the rings back into my hands.

"You go. After all, ladies first." He gestured for me to go on. I rolled my eyes and took a step back, my eyes on the bottles in front of me. Max had told me everything there was to know about the carnies tricks when we were kids, he had been obsessed with figuring out how they rigged each booth and had finally studied them all and told me how to win.

But somehow I still missed the last bottle, the ring landing somewhere else in the booth. The woman took a stuffed dolphin from the counter and set it on top, handing Max the rings.

"You guys together?" She asked, nodding toward Max as he positioned his hand.

"Oh, no. We're just friends." And a few months ago, we hadn't even been that.

"You sure?" She shook her head in disbelief, "That boy doesn't look at you like he thinks you're just friends." We watched as he tossed the first ring and made it around the neck of the bottle before I was able to process what she said.

"I can assure you that we're just friends. We haven't. . . we've never been anything more. He actually was kind of an ass and-"

I broke off when I realized I was rambling on. She only shook her head and smiled. I could feel warmth spreading through my cheeks despite the nippy wind brushing my hair into my face. I watched in complete silence as he tossed the last ring, which would determine who won or lost. I sighed in defeat when it landed perfectly on the last bottle, a grin spreading across his face.

"Told you." He said cockily. I waited for him to ask the woman for one of the crappy plastic trophies that sat behind her against the wall, but he turned to me instead.

"What do you want?" I blinked in surprise.

"What?" I muttered.

"What stuffed animal do you want?" He pointed at the stuffed animals hanging over our heads, an expecting look in his eyes. I swallowed my shock and pointed to the Penguin over my head. The woman grabbed one from beneath her counter and tossed it at Max. He held it out to me, and with a shocked look, I hesitantly took it.

*

After we finished eating, we played a few more games before heading out of the carnival. I was laughing the whole way out as Max told a story from a party he was at a couple years ago. The ride home was about the same, with me occasionally jumping in and saying that I could relate.

"I had a great time." I said when we pulled up to the house, shutting the car off.

"Really? Did Quinn Cyrus just say she had a great time with me?" He feigned a surprised look, his eyes glistening in the dark car.

"I did." I said, surprised myself, "You are too bad, Duncan." I didn't give him a chance to respond before I climbed out of the car to get his wheelchair and the stuffed animals out of the trunk. Once I had, I pushed the wheelchair around and helped Max into it. I grabbed my Penguin out of the bag as I pushed him up the driveway, smiling at his confused look.

"Take them. I didn't win them for me." He said when I didn't say anything. I didn't know how to respond, so I only stared.

"I'm serious, Quinn. I know you're a sucker for stuffed animals." I cracked a smile at that, setting the Penguin back into the bag. Once we were on his porch, I untangled the bag and set it on the ground beside me.

"Why didn't you get the trophy? I mean, so you could show everyone you beat me." I shoved my hands into my pockets, staring down at him in curiosity.

"Who's there to show? I figured you getting something was more important than some dumb bet." He mumbled. I leaned down to grab the back, a scream building in my throat when I tripped over my own foot and landed on his lap, my eyes still wide as heat immedietly spread through my cheeks.

I, being the idiot I am, only sat there and stared at him, waiting for some type of reaction out of him. The one I got wasn't exactly what I was expecting.

He leaned down a fraction and closed the already non-existent gap between us, his lips brushing against mine. I could feel my eyes fluttering shut as he finally let his lips fall completely on to mine. I felt his hand brush against my lower back as I pushed further into him, deepening the kiss. It wasn't until I heard his door starting to unlock that I realized what I was doing.

"Shit." I muttered, ripping myself away and grabbing the bag on the ground, my heart still pounding against my chest.

"Quinn, wait!" Max called after me, his own face pale in surprise.

"Thanks for tonight." I replied before darting up my driveway and shutting my door behind me, holding the penguin against my chest as I slowly slid down the door and let everything that just happened sink in.

***AN***

Thoughts? Do you think either of them are going to regret the kiss?

Let me know what you thought!

~ChasingMadness24