Pandora and Jemma are walking around the outside of an abandoned amusement park. There's a chain link fence between them and where they're planning to go. Jemma is looking for a way in. Pandora is much less enthusiastic in her desire to get in. Pandora is focused on anyone who might see them creeping around the park.

"You see any way in?" asks Jemma.

"Not really."

Jemma looks over at Pandora who is busy looking for anyone that might come by. She chuckles at her view.

"Well, no... not if you keep looking around like a paranoid freak instead of finding a way in." teases Jemma.

Pandora focuses her on friend for a moment, "Hey, at least I'm worried that we'll actually get caught."

"There's no one around."

"You don't know that." insists Pandora, looking around again, "There could be a security guard somewhere."

"Stop worrying, even if there is, we'll deal with it." says Jemma with a confidence that she probably shouldn't have.

"I'm glad you're so confident, I'd rather not get caught." says Pandora as she goes back to looking around for anyone who might catch them.

Jemma finds a hole in the chain link fence and starts to pull it back to go in, "Oh, look."

"What?" asks Pandora, first concerned someone had seen them before seeing her friend going into the park.

"Come on." insists Jemma as she goes further into the park. Pandora is hesitant at first but eventually follows her in.

The park is largely empty with various games and booths along the main pathway. Some of it is partially taken down or fully taken down but left without much secured down.

"See? This is fun."

"Is it?" asks an uncertain Pandora.

"Yeah, why not?" Jemma says, marveling at the structures around her.

"Well, generally the fun happens when the park is open. That way we could actually go on the rides?"

Jemma scoffs at her friend, "We can go on the rides."

"You know what I mean. It's better when the rides actually work." Pandora explains.

"With all the lines and kids running around? No thanks." says Jemma with disdain for the idea.

"Right, because the abandoned amusement park that's straight out of a horror movie is better." jokes Pandora as they continue to walk through the park.

"Come on, haven't you ever wanted to go where you're not allowed and have a little fun? I've always wanted to do that."

"And now we're here."

"I know, isn't it awesome?"

"I guess."

Jemma sees and walks over to the shooting range game, "Ooh, win me a prize?"

"I'm not really a good shot."

Jemma picks up the gun, "That's okay, I am. I'm a modern woman, I'll win the prize for myself."

Jemma starts waving the gun around. Her aim varying wildly, it's pointed in the direction of Pandora once or twice until Pandora steps in.

"Whoa, okay." Pandora says as she grabs the gun from Jemma and sets it back down, "Let's not wave a gun around in an abandoned amusement park. That seems like a recipe for gun control legislation."

"Maybe, but it's a lot of fun."

"You and I have some very different definitions of fun."

That has Jemma turning to Pandora, "We didn't used to. What happened?"

A few long uncomfortable moments pass between them, "I, I told you. I'm... just not ready."

"I get that... what I don't get is why."

Another long silence, Pandora takes a deep breath, "I've never... what we were... it's not something I... I'm a..." she attempts but is never able to finish it.

"Wow, really?" asks a rather stunned Jemma, "But, you're... you're such a hottie."

"I know, who would've thought?" a slightly offended, clearly sarcastic Pandora says.

"Well, yeah..." responds Jemma without sarcasm.

"What?" a surprised Pandora asks.

"I would've thought that someone like you would've totally gotten some by now. It's kinda stupid that you haven't."

Pandora doesn't really respond to the lack of sensitivity Jemma has.

"Hey, if you were that worried about it, I totally would've helped. I've never taken someone's V-card before."

Pandora tries not to get upset about what her friend just suggested, "I'll... let you know."

Just then, a security guard comes around the corner, "Hey, what are you doing here?"

"Oh, crap..." says Pandora.

"Don't worry Dora, it's cool." insists Jemma.

"Don't worry? We just got caught."

"Like I said, it's cool." says Jemma.

The security guard comes up to them, "How did you even get in?"

"Well, we... uh..."

"Hey, I got this." Jemma says to Pandora, turning to the security, "What does it matter?"

As Jemma asks the question, a magical wave escapes her lips, hitting the security guard.

"I mean... why do you care?"

The security guard seems to try to shake off the wave but doesn't seem to be able to.

"I... I don't know."

"So you can fill out reports? Call people you don't like because they say you need to? Doesn't that just sound really, really boring?"

The security guard seems to think for a little while before agreeing, "You're right. It's not like anything is going to happen just because you're here."

"Exactly, you work way too hard already. Why would you want to add to that? Do something for yourself and have a little fun."

The security guard puts his hands in his pocket and takes his keys to the amusement park out, he then throws them at Jemma, who catches them easily, "Lock up when you're done."

"Thanks." says Jemma as he walks away, to which she waves even though he isn't watching.

After he's far enough away, Pandora turns to Jemma, "What was that?"

"Oh that?" Jemma responds with a smile, "Just something that's been happening lately. Kinda cool isn't it?"

"You totally changed that guy's mind. He just left."

"More like, I just showed him that he didn't have to worry about all the rules other people place on him. It's fun isn't it?"

"That's one way to describe it, sure."

"Oh, let's go on that." says Jemma, her attention quickly changing.

"The Ferris wheel?"

"Yeah."

"You remember thirty seconds ago when we talked about how all the rides were unrideable?" asks Pandora with sarcasm.

"Who said anything about riding it?"

Jemma runs toward the Ferris wheel.

"Wait."

Pandora runs after her, quite a few steps behind. Jemma jumps over a short fence separating her from the Ferris wheel.

Pandora walks up to the fence, "Are you sure this is a good idea?"

"It's a great idea." Jemma says as she starts climbing up the wheel at the spokes and not near the carriages.

Jemma gets up a few rungs as Pandora climbs over the fence.

"No, seriously. You might want to get down." insists Pandora, concerned.

"Come on, live a little."

Pandora rushes over to the ride and tries to reach for Jemma but she is too late, she's just barely out of Pandora's reach.

"See, there's living a little and then there's being suicidal."

Jemma lets go with one arm to look at Pandora. "Weren't you the one who called me uptight a few days ago? Well you were right. I don't know what it was exactly, but at some point at the party? I suddenly felt this strange freedom. It was as if all the ways that I was worried about stuff like school and popularity and all this crap is just not important. I'm free."

"I can see that." says Pandora as she watches Jemma continue to climb.

"Don't you feel free?" Jemma asks, looking down at Pandora as she speaks.

"At the moment I'm not so much free as anxious."

"What do you have to be anxious about?" wonders Jemma as if she's completely unaware of the heights she's going to.

"Well for starters, my only friend at the new school I just started is ten feet in the air hanging off an unstable park ride." explains Pandora.

"Oh come on. I'm not anxious and you shouldn't be either. Climb up here with me."

"That seems like a bad idea."

"Fine, I'll come back down." Jemma says teasingly.

"Good."

"But you have to promise to break my fall." Jemma says as she lets go of the rail again, balancing precariously.

"What? Are you crazy?" asks Pandora with concern.

"No, I'm free remember?"

"Not if you end up in the hospital. You really should come down." suggests Pandora.

"I will if you come up here."

"Come?"

"Up here, with me." clarifies Jemma.

"Not gonna happen." insists Pandora until she sees Jemma lets go of the rail a little more, "Wait, okay."

Pandora climbs up a few rungs, "You really are crazy you know that?"

"Yeah, crazy for fun."

Pandora climbs up to the same level as Jemma. "There, are you happy?"

"Very."

"Good."

"I mean look at where we are now? We're on top of the world."

"Well, ten feet above it at least." Pandora jokes.

"Don't you feel better now though? Not being held down by all the rules that school and parents and this town places on you?"

"I guess."

"Everyone in this town is held down by rules. I say screw the rules." says Jemma as her hands slip off the rail and Pandora grabs her.

"I think the rules of gravity might disagree with you." Pandora says as Jemma grabs hold of the rail again but Pandora doesn't let go.

"You know, with the kind of power that I have now? I could use it to make people better. Less held down by all the rules. Instead of worrying what other people think they'd just do whatever they felt like. Wouldn't that just be better? To act on every impulse and feeling whether you thought it was a good idea or not? You can't let other people tell you what to do. Things like 'illegal' or 'against the rules' are just words people use to try and keep you down. To keep you from doing what you really want."

Jemma looks at Pandora from their perch on the Ferris wheel. Their eyes meet in silence. After a few moments, Jemma's eyes light up the color yellow. Jemma leans over and kisses Pandora. It isn't long before the kiss ends. Neither of them speaks for several seconds.

"Jemma..."

"What? When you climbed up here I thought..." starts Jemma yet Pandora interrupts.

"I told you... I'm... not ready."

Jemma watches Pandora for a few moments to make sure she really means it.

"Fine."

Jemma jumps down and lands on the concrete. She looks up and her eyes flash yellow.

"Jemma!"

Jemma runs away. Pandora climbs down as quickly as she can. She finds Jemma's bracelet on the ground. She picks it up, examining it with interest.