Bill blinks, bringing himself out of thought, looks over and gives her a smile; returning the hand squeeze.

Looking out over the ocean, he takes in a breath.

"It's nice, ain't it?"

His eyes go down to the sand, and he nods.

"Yeah. My very first trip was comin' out here."

Turning his gaze up to the beach ahead, he focuses on the distance.

"Came a couple more times after that. Spent time on the beach, an' mom took me to that museum."

"Well, don't really remember the first time," he says, and his smile is too quick. "I was real small then."

Bringing his expression brighter, he chuckles.

"When I was a bit older we had a good time. I remember makin' sand castles on the beach, an' Mom saved me from a jellyfish."

"Yeah, an' I was really settin' myself up for trouble pokin' it with a stick like I was."

He looks over at her and grins, and it's disarming as much as it's real and felt.

"The Charleston Museum... there was a lot of old stuff t'look at, but I would rather have gone to one of those with dinosaurs an' stuff, 'cept they don't have one of those here."

He stops and faces her, head tilted slightly.

"Oh, yeah?"

A beat, and then he looks somewhat suspicious.

"This isn't you callin' me old, is it?"

Features warming with her kiss, he nods.

"Okay."

There's more than a little boyishness in his growing smile.

"An' you promised me Disneyland, too."

"Sounds great."

Certainly something to look forward to. He knows there's still a lot of things going on for her in L.A., but they can get through all of that just like they've gotten through everything here.

"An', since you've been so good about it here, I guess I can promise not to act like a big ol' tourist when we get there."

"Yeah, but it was a pretty great day," he replies, then eyes her.

"You plannin' somethin' for today, Kate? Loud clothes an' flashbulbs, maybe?"

He rocks playfully with the tap, reaching up to rub the spot with his hand.

"Alright, I believe you, but how come you think I don't know where you can get some coffee?"

Dropping his hand, he gives a shrug.

"I might. But, y'gotta ask me nice."

He raises his shoulders in another shrug, expression turning comically modest.

"I know a place we could check out. Y'might like it."

He drops the shrug and expression and grins. It mellows out a few moments later.

"Yeah, I-- yeah."

He works his throat, glancing back in the direction they came from, then looking at her.

"It's a nice place, an' we've been havin' a good time."

"Yeah, me too."

He'd even been able to convince himself by the time they headed out to dinner. Later, the unsettling feelings returned, but when he was able to get to sleep it'd been the best he'd had in a long while.

Now, though...

"Who knew y'could really get that kind of thing outside of Milliways?"

He gives a chuckle that's less than what he was trying for, but his smile picks up a bit.