Okay. So if you're a Shawn Worshipper, why are you reading this fic? I don't watch the show for Shawn Spencer. I watch it for the other characters. I hear Gregory House is rather unlikable, too, by the way, yet people watch that show, too. I don't. Mainly because I don't like medical dramas any more. ::shrug::

It's Derby Day! Who's your pick?

I just couldn't resist the homeless cats bit. From one of my favorite episodes of "Frasier". :)

"So…uh…what should I really expect here?" Carlton asked Sophie as they walked up the steps to the entrance of the museum.

"Oh…the usual. Dirty jokes about mummies. A long-winded tale of Egyptian intrigue from Mr Lazenby, and an even longer story from his wife about how the story is entirely false and actually is just a mild redo of The Mummy with Brendan Fraser. Watch out for Mrs Falconer – she's a vicious cow whose views are to the left of Stalin, and like most Stalinists, she's loaded. The others are wild cards, and I'm not entirely sure which members of the staff will be here tonight to keep them from hurting anybody. There's a silent auction for the Turnipseed fund, for which several items will be offered."

"What is the fund for again?" he asked.

"I still couldn't find out. The director wasn't forthcoming."

He opened the door for her, she paused (again) and seemed to study him and he could have sworn she smelled him before she stepped through the door. He had shaved and showered before leaving home, hadn't he? The usual cologne – nothing offensive. He knew a few guys who tried Brut and Polo and even Calvin Klein's line of whatever ridiculously titled cologne was out this year (they all smelled like despair and death from heroin addiction, to him) and one who even tried Aqua Velva, to the point of being able to bring down a Brahma bull at ten paces, but his own cologne had always been subtle. He had even queried O'Hara about it once and she had gotten a strange look in her eyes and said it was 'nice', so he could only assume Sophie just didn't like it. Oh well. He'd standup upwind of her.

His instincts kicked right into high gear the second he saw the crowd. Men in tuxedos. Women in evening wear. Waiters skulking about, bearing trays of glasses of champagne and revolting gray stuff on crackers. No one looked terribly shifty, but he knew the upper crust and the rich (the two groups weren't necessarily mutually exclusive) could be a nasty bunch of buggers, so he made a note to check his wallet from time to time.

Several tables were set up with various things to make a bid on, and while Sophie was being greeted by some of her friends from the museum, he took a quick gander at one of the items being offered and was intrigued to see that it was a jade box from the Han Dynasty. Looking around, he spotted other items being offered to raise money for the elusive cause of Ms Turnipseed: a barbecue grill (really?), some 'ancient' pottery that looked like it might have been made by a kindergartener (complete with a painted turkey or dog, depending on one's imagination), a painting or two of winsome-looking silk-clad English aristocrats, some useless objects d'art, old books, and other crap. He was looking at some other stuff on the block – including a 'Dinner With a Poet Laureate' – when Sophie touched his arm. "Carlton, I'd like you to meet some people."

For the next several nerve-wracking minutes, he was introduced to various people, including the deputy mayor (whom he knew and considered a wanker of the highest magnitude), a couple of judges and a woman Sophie told him was a world-famous artist.

He eyed the woman, who was bald as a cueball and wearing a poncho that looked like a horse blanket that hadn't been washed since last used to keep Lashkari warm. He had a feeling she didn't bathe very often, and the cold look she gave him made him even less interested in shaking hands anyway. "So…er…what do you paint?" he asked, as Sophie was pulled away to confer with some female friends.

"Garbage," she told him, in a voice that smacked of a lifetime of alcoholism and three packs a day.

"Well, then, you're right in there with a lot of artists," he nodded. "Starting with Picasso, but I believe he had vision problems."

"No. I paint garbage. I gather up garbage and paint still lifes of it."

"Oh. How creepy. Nice to meet you."

"Creepy? You think that's creepy?" she asked him.

"Well, I could have said 'stupid', but I was trying to be polite."

Sophie, back at his side again, looked between him and the woman with wide eyes. "Carlton, let's go look at some of the displays, shall we?" She gave his arm a gentle tug, and he let her lead him away. At a display of ancient Chinese armor, she whispered. "You said that to Thomasina Grant?"

"Who?"

"The bald woman in the poncho!"

"Who paints garbage…"

Sophie stared at him. "Nobody ever challenges her. What else did you say?"

"I think I said something about creepy and Picasso and vision impairment. I might have been impertinent. Should I be afraid?"

"No! You might get a prize for courage, though. She's been divorced about…oh…six times and two of her husbands haven't been seen in a long time. She says one is in Portugal and the other is in Venezuela, but we're not totally buying it…"

"Henry the eighth's demented sister, then," he nodded, snatching up a glass of champagne as it went by. He took a sip and only winced a little. "You know, I'd bid on the grill, but I'm not sure where the money would go and what the hell are they doing here?"

Sophie turned around to see Shawn Spencer and Burton Guster bustle into the room, both wearing (slightly ill-fitting) tuxedos and looking around with interest.

"I'm sure the museum director invited them. He finds them amusing…though he once told me he only finds them amusing in the way one finds a particularly stupid puppy 'amusing'. Ignore them."

"That's like ignoring a mosquito that gets into your bedroom at night and won't freakin' leave you alone," Carlton muttered. "Beelzebug."

Sophie giggled. "Well…then we'll go someplace else."

"What, and miss the auction? I want to see what it's raising money for."

Shawn and Gus apparently hadn't seen Carlton or Sophie yet, because they made their way over to the table displaying a Ming vase and the card advertising lunch with the poet laureate. Edging just a little closer, Carlton could hear them arguing.

"I've never had lunch with a laureate," Shawn said, peering at the card.

"Do you even know what a laureate is?" Gus hissed.

"No, but if I have lunch with one, he's bound to tell me, right? And look, it's gonna be at Frisco's! The best Spanish eating in Santa Barbara."

"The only Spanish restaurant in Santa Barbara," Gus told him.

"I'm gonna bid!" Shawn said, and scribbled his name down.

"You're such an idiot," Gus told him.

"Let's go find some food," Shawn chirped, and they were off. Carlton grabbed Sophie's arm and pulled her in the opposite direction of where the two younger men were headed, and she quickly directed him toward the Egyptian exhibit, which was on the other end of the building. He was actually pretty relieved to away from the crowd – he would never admit it, but crowds made him nervous, and not entirely in the paranoid way, either. A large group of people just gave him the willies for some reason.

In the room full of Egyptian geegaws and trinkets, he paused for a little while to sip his champagne and study what appeared to be a diorama depicting the building of the Sphinx. Sophie was strangely silent, and he turned back to look at her. "Uh…is everything okay?" he asked cautiously.

"Everything's fine," she said with a small smile, but she looked rather flushed, and he wondered if maybe she was running a fever. "Are you enjoying yourself?"

"It's been interesting so far. That woman in the poncho…I'm guessing she has a few minor arrests in the past few years? Mainly for getting caught digging through people's trash?"

Sophie laughed. "Yes. She's what they call a 'character' in these circles."

"In my circles, she's called 'suspect number three' in the lineup. I think I can handle going back for the auction, though." He held out his arm, and she took it, her fingers briefly touching his bicep.

"Do you work out?" she asked him, and he thought she sounded strangely breathless.

"Uh…not really. Just jog four miles every morning."

"So you keep fit?"

"I have to," he nodded. "Have to keep in shape."

"You look like you're very…um…fit."

He shrugged. "It's just…you know…necessary. Are you sure you're okay?"

She nodded. They were just re-entering the room where the ancient weaponry was being displayed when Shawn spotted them and, after staring at them with wide eyes, he grabbed Gus and dragged him over. "Lassiefrassie! Whatcha doin' here, man? Guard duty?"

"Actually, no," Sophie said, giving him a cold look. "He's with me."

"Oh, God…you poor girl. Here, let me rescue you. We'll throw olives into that blunderbuss thing over there…we'll have a ton of fun! Not like you really want to hang out with Deputy Dipstick here."

Sophie took a step back, into a silently seething Carlton. "I'll stay with Carlton, thank you."

"Can you not divine that you're not exactly wanted here, Spencer?" Carlton finally asked, through clenched teeth.

"I hardly need to be a psychic – which I am – to see that she'd rather be elsewhere," Shawn snickered. "I mean, c'mon…it's not like you're her date, Lassie. Only way you can get a date is to shoot her up with tranquilizers and keep her in the basement." He grinned his best mudshark grin, expecting an affirmative response from Sophie but getting nothing but an icy glare from them both. Gus, at his side, picked up on entirely different vibes from Sophie and grabbed Shawn's arm.

"Shawn, c'mon, man…they're starting final bids on the lunch with the laureate."

Gus dragged a reluctant – and slightly bewildered and sputtering – Spencer away and Carlton grabbed another glass of champagne from a passing waiter.

"Sorry about that," Sophie said.

"You're apologizing? He's the one who ought to apologize. Not that he will. He never apologizes for anything. Breaking and entering. Illegal obtaining of information. Credit card fraud…taking credit for other people's work…stupid hair...it's all just fun and games for him…and I'm usually the one who has to clean up the mess afterwards."

"So basically, what you're saying is that he's an ass?" she asked. "You have to deal with him on a regular basis, right?"

"Almost every damned day," Carlton muttered. "And yes, 'ass' would be the appropriate description."

"Maybe you're the one who needs a tranquilizer!"

The bidding for the lunch with the laureate picked up a good deal, and Shawn – in spite of Gus's protests and attempts to stop him from signing any more – kept bidding. When the whistle blew, Shawn Spencer had spent five hundred dollars (of Gus's money) to have lunch with a poet laureate. From Poland. Who spoke not a single word of English. Stanislas Grabowski shook Shawn's hand and seemed very enthusiastic about his upcoming meal with the younger man, who looked totally taken aback.

Sophie, sipping champagne, managed to cover her laughter. "What will Shawn do when he finds out Stanislas just broke up with his boyfriend and is looking for someone else to…uh…polka with?"

Carlton's eyebrows rose almost to his hairline. "I don't know, but I sure wish I could be there to see."

"The translator will have to go along. I'm sure he can be persuaded to provide a…uh…blow-by-blow account of the evening's festivities."

When the auction ended, with all items sold and Stanislas' arm still around Shawn's now trembling shoulders, the auctioneer smiled out at the crowd. "What a rousing auction that was, and I'm sure all the bidders will be delighted to know that because of your generosity to the Annetta C Turnipseed Fund, there will be a lot fewer homeless cats wandering the streets of Santa Barbara!"

Shawn looked even more taken aback, and Gus looked downright disgruntled when he had spent that much money on a bunch of cats.

Carlton, seeing Spencer's expression and Stanislas's obvious delight, just couldn't stand it any more. "This is too funny. I gotta go get my camera. I'll call it SpenStan…the Beginning."

The party was winding down. Carlton rather enjoyed just people-watching, plus there were the exhibits, which were fairly educational, he supposed. The Spanish warship cannons were on the small side, but he was duly impressed with the display of ancient Irish battle swords and axes, along with suits of arms, shields (one featuring, strangely enough, arms that looked a lot like his own family's) and other implements of destruction. Carlton wondered why there were no whiskey bottles included with the display, but he supposed the museum wasn't keen on offending anybody.

Sophie sidled up beside him and studied the display of scary-looking implements. "You're of Irish extraction, right?"

"Almost full-blooded," he nodded. "Dash of Cherokee, a drop of German and a small smidgen of Italian from some County Meath ancestor who did a Holy Land pilgrimage and stopped in Rome for a snack."

"Do you know that almost all Irish people are descended from kings?" she asked him.

"Yep. Then again, there were kings all over Ireland at various points. You couldn't swing a dead cat over your head without hittin' one. You'd be wandering through Connemara and bump into a swarthy guy wearing a coronet, and he'd say, 'Hi, I'm the king, this is my wife, the queen, and this is our dog Prince. I'm king from that tree to that rock to that cow. Cow moves a bit, my kingdom either grows or shrinks…' And then, being Irish, he'd have at you with his broadsword. Even then, only in Ireland could the phrase 'acceptable level of violence' be considered encouraging."

She laughed, brushing her hair back in that strangely flirtatious manner. She had been doing that all night – behaving in a flirtatious manner, which was totally confusing. He did a quick mental check of how many glasses of champagne she had consumed, but could only account for three, which was hardly enough to make a woman drunk enough to flirt with him, and besides she had eaten a bit of the pate and the other scary stuff on the trays. Maybe she had accidentally OD'd on allergy pills.

"So…uh…are you ready to go, or do you need to hobnob with any more of the local swells?"

She looked around, and he was as startled as Sophie to realize that they were alone in the room. The party was over, and the lights were low.

"No swells remain," she said with a smile, and she stepped just a little closer.

Definitely allergy pills. But she smelled nice. Chanel No. 5, obviously, and something else. Femaleness. He hadn't had a chance to stand so close to femaleness in a long time, except O'Hara, and she was off limits.

"Right. Well. Let's go then. We'll stop somewhere for coffee, if you like."

"Yes. That would be fine." She smiled at him again. "That would be wonderful, in fact."

They sat at a little table by the windows of a quiet all-night café, hands wrapped around cups of coffee. He got a decaf, figuring he ought to give sleep a try tonight, and she startled him by ordering a latte. Maybe she had paperwork to go over, he thought, and stared down into the depths of his cup.

"I really had a very nice time, Carlton," she said.

He stared at her, bewildered. "You…did? Oh. Well. That's good…"

Her cell phone chirped, and he had to swallow a miserable sigh. The 'Rescue Me' call. Happened all the time, for him. He knew the score – he wasn't stupid. A woman like Sophie Bridgewell wasn't going to waste her time on a grouchy guy living on a civil servant's salary.

"Excuse me. I…I'll be right back," she said, looking at the caller ID. "Dammit…I'm so sorry, Carlton…"

"Yeah," he nodded, taking a sip of the bitter coffee. She got up and strode away, her posture indicating aggravation, and he sat back in his seat. "Don't tear your dress in the window."

"What? What do you want?" Sophie snapped into the phone, once she was safely in the ladies' room.

"I was just giving you the 'Rescue Me' call!" hissed the woman on the other end of the phone.

"I don't want the damned Rescue Me call, you idiot! I told you I wouldn't want it this time!"

"You really don't? Listen, I've read about this guy. I figured you'd be ready to split by now."

"I'm not!"

"Really? What's going on?"

"We're having coffee and he's…he's…oh my God, Joanie, he's got…the bluest eyes I've ever seen, and his hands and feet and ears are big, and you know what that means…and he's taller than me even when I'm in heels, and he's lean and muscular and…" Sophie had to fan herself with a paper towel. "And you should see him in his tux…oh my God…silver and black hair…hooked nose…Irish…"

"You always did have a thing for Irishmen. Oh, and that hands and feet thing is just an urban legend. It's…oh…really?"

"Really. Not that that's all there is to it, but…my God, he's just so…and he's funny, too, and quiet and restrained and polite and he opens my car door for me and he doesn't take himself too seriously and even if he's not really sweet, exactly, he's a gentleman and God knows I've gone through my fair share of guys who were sweet and funny and cute but turned out to be complete jackasses. I have a pretty good feeling about this guy, Joanie. A really good feeling."

"So what are you going to do?"

"I'm gonna play it by ear right now."

"Sophie, you can't be thinking of going to bed with a guy on the first date!"

"So what if I am thinking about it? What's wrong with thinking about it?"

"Well, if you do sleep with him, I want a blow-by-blow account tomorrow!"

"Honey, if I sleep with him, you won't hear from me until Sunday!"

He was going to give her nine minutes. He knew women often tended to go to the ladies' room in small herds, apparently to have discussions about the merits and deficiencies of their respective dates. One woman going to the ladies' room alone, after getting a phone call, meant that they were being given a chance to escape for their (horrible) date. He went over the events of this date and couldn't put his finger on anything he had done wrong, but then again that was based on his perception of how things had gone, not hers. He had insulted a bald artist who painted pictures of garbage - check. He had snarled at Spencer, who was trying to up himself on his scale of stupid – check check. He had poked fun at his own semi-royal Irish ancestors (which he was allowed to do, as they were his ancestors – nobody else was allowed to diss his kin) – check, check, check.

He admitted, he knew very little about women. Six years of (disastrous) marriage hadn't given him much more inside knowledge of the species. Reading Cosmo also didn't help much, aside from endlessly idiotic articles about clothes, makeup, sex positions (most of which looked painful and totally unrealistic), how to give a man a false sense of power, and faking orgasms. Reading Cosmo made him feel like maybe he was spying on the enemy, but then again, he knew that many women seemed to view men as a race of alien robots that had to be destroyed.

Carlton glanced at his watch again, rubbed his temples, and got ready to call the waiter over to ask for the check when Sophie emerged from the ladies' room and came back, sitting down opposite him and giving him another of those smiles of hers. What was with this woman? She acted like she liked him. She smiled at him a lot. She had come back from the ladies' room after receiving a phone call.

What in the name of Sweet Lady Justice was going on here? Yet again, he wanted to check her for a fever. Her cheeks were pink, her eyes were bright, and she seemed kind of…trembly.

"Uh…are you okay?" he asked. Maybe she couldn't fit through the window. Or maybe she couldn't get it open. He supposed he could ask if she needed his help opening it, but that would be kind of stupid, now wouldn't it? 'Here, let me help you escape, all while I know you're escaping. Need a leg up?' Or maybe there wasn't a window…

She finally did something that totally threw him – she reached across the table and covered his hands with her own.

"Like I said before, I really had a good time, Carlton," she said.

"Oh. Uh…so did I." He had meant that. He hadn't felt as though he had been under any pressure to be anything other than himself. Which was strange enough in itself, since most people didn't like him when he was himself, much less anybody else.

"Really? Well, I'm glad to hear that. Um…" She chewed on her lip a moment. "Is there any chance you might be interested in doing this again? Maybe not a museum exhibit opening, but something you might enjoy? Maybe a movie or…I understand you like horses. Maybe we could go riding? I only ride English, by the way…"

"Mo-…ridi-…uh…wait, you want to do this again?"

"Yes. Of course. If you'd like, that is.

"I…would, yeah," he nodded.

"Good." She smiled. The waiter came back, and Carlton batted away her attempt at paying for her own coffee, and once that was settled, they walked out to the sidewalk and stood in the cool evening air, watching cars go by.

"It's a lovely night, isn't it?" she said. "The temperature finally went down. It was so hot last week."

"Yeah," he managed. He opened the passenger side door for Sophie, and she slid in gracefully. He took a quick, utterly male, glance at her legs and closed the door. So he hadn't bombed out after all. A rarity for him, and he couldn't help but feel as though there was hope for him after all.

"Would you like to come in for a minute?" Sophie asked. Carlton was bewildered – she sounded a little breathles. Again, he had to fight off that urge to check if she had a fever, because she looked flushed and a little…wild-eyed.

"Uh…okay."

She fumbled for the keys, finally managed to extract them from her tiny purse, and struggled for several moments to get the door unlocked. She finally accomplished that task, even though her hands were shaking, and he couldn't bear it any more.

"Are you all right?"

"I'm good!" she said brightly, stepping inside her loft. Carlton followed, glancing around. "Uh…would you like something to drink?"

"No thanks."

They stood, studying each other, for several moments in her little foyer. He was about to just go ahead and press his hand to her forehead, to see if she did have a fever.

"Listen," she finally said. "I don't do this very often. In fact, I've never done this before…but…uh…would you like to stay?"

His brow furrowed, and he looked around, utterly confused. "Huh?"

"To stay. Here. With me."

"H-here?" he stammered.

"Upstairs."

"Oh."

"In bed."

"Uh…"

"With me."

He opened his mouth to speak, but couldn't find any actual words. He had never – not once – been propositioned at this stage of date. Then again, he had never gotten to this stage of a first date before. By about now, he would be heading home to watch Craig Ferguson do a skit about Prince Charles and to wonder what the hell was wrong with him.

This had to be a joke. He looked around, for hidden cameras or people hiding behind something, but the only thing anyone could hide behind was a big Chinese vase featuring a peacock (no peacock feathers in the vase, though, which would send him running, because peacock feathers were seriously bad luck), and he could have seen anyone skulking behind it holding a camera.

"Uh…are you…um…sure?"

Sophie answered his question by launching herself at him and kissing him – hard and hot. Her arms slid around his neck, she kicked the door shut and them pushed him against it. Her mouth was soft and sweet, and her tongue certainly wasn't prim and proper, and God help him, but he wasn't one to say no to having his shirt unbuttoned and the stupid bowtie undone and removed. When her hand moved down to undo his pants, he forgot all about hidden cameras, jokes and his own inhibitions – he switched positions, turning her around and pushing her – gently – against the solid door.

"Oh…yeah…" she whispered, hands in his hair, as he started unzipping her dress. "I can definitely learn how to ride…Western…"

Lashkari won the 1984 (inaugural) Breeders' Cup Turf. Nice racehorse, but total flop at stud.

Beelzebug (bee-ell-zee-bug) is a Sniglet. Look it up.