This started out as my idea, but i invited my friend myah to help with the second half, and it turned into a whole 3k word fanfic, so here it is! (Check out Myah here: /users/delirious_writer !) they dont have anything besides this on there, but they will soon!

If you want, follow me on my tumblr! .com! and let me know you came from here so i can thank you!

Creak. Creak. Creak.

Chloe's eyes fluttered open. Her first thought, not about the noise, but about how she always had to wake up in such a sing-songy Disney princess way. When she heard the high pitched creak of her desk chair again, she quietly felt for Max next to her. There could very well have been a robber trying to take her shit or something, and she needed to make sure Max was safe.

Creak. Creak. Creak.

Not feeling Max's body, Chloe started to panic. Slowly and quietly, she turned around to face her computer desk. The bright light of one of the girls' laptops filtered the room into different shades of blue. Chloe sighed in relief as she put two and two together that Max was using her laptop, probably for school.

Creak. Creak. Creak.

She could see Max's left shoulder moving up and down slightly, and noticed no bra strap, or for that matter, any clothes at all. Holy shit. Is Max fucking herself in my room right now? Talk about breach of privacy. She doesn't seem to know I'm awake, that's not very surprising though. She seems like she's enjoying herself. Head back, hand covering her mouth. Woah... This is, extremely, hot. But I can't be a fuckin creep, gotta stop her.

"Hey, Maxaroni–?"

"OH SHIT!"

"–Whatcha up to?

Max channeled a few superheroes and got her clothes on a lot quicker than normal. She closed the laptop, hers as it turned out, and sat in the chair, darkness hiding a brand new shade of bright red. Chloe laughed as she stood up to turn the light on.

"Jesus, Caulfield, how long has it been since you got laid?! Oh man, this is pretty funny, you have to admit." Max looked at her extremely embarrassed, with a twinge of anger. "Quit with the look, Max. It's fine. You don't have to be embarrassed. Sexual positivity and all that, right? Just maybe tell a girl next time? I was asleep, you know. And no, I didn't perv and listen to you for an hour, before you ask or think that."

There was a long pause. Max had hidden under the covers of Chloe's bed while she talked. Understandably still embarrassed. She pulled the covers down just enough to look at her friend.

"Promise?"

"Yeah, I promise. Don't worry, I'm not Kate. I'm only blahh about the not-telling-me bit. But still, it's whatever." Another long pause felt like hours to Max, but Chloe was still laughing in her head.

"Never, to answer your question. I haven't ever been 'laid.'"

"Whaaaaaat?" Chloe said in joking disbelief. How could MAX not have ever had sex? Had to be at least five people lined up at her door. "I don't believe that for a second. There must have been tons of guys wait–"

"Girls... I don't like boys... Otherwise I might have gotten so far. But. No girls. It just never... Panned out."

"Now I REALLY don't believe you. So does that mean you like Kate? Oh my god and I was such a BITCH that whole day! I'm so sorry!"

"Shut it, I don't like Kate like that. I don't know if I like anybody–" And just like that my hopes are dashed."– right now. Somebody is giving me some trouble. But. I don't think they're that into me. Leaving Arcadia Bay hurt a lot of people... So I'm sure she could never see me like that if I couldn't even stick around as a friend..." Max sighed. It looked like she wasn't embarrassed anymore which was good, but she was sad now so, way more not good.

"Well, she's an idiot then. You couldn't help it. I get that now, so I understand. Maybe she doesn't, but that doesn't mean much when there's so much to like about you. You take good photos, you love what you do, no matter what it is. You're always a nice person, even to people who don't deserve it. You use your powers for good, instead of all the stupid stuff I'd do, and I mean, last but not least, you aren't ever UNattractive. So. Whoever she is, she's missing out."

Max was blushing a lot now. Not as much as earlier though. It was obvious what Chloe said got to her in a good way. It felt nice not to fuck things up, and hell, maybe that was a sign things weren't all out for her yet.

"She's not an idiot. Her emotions just get a hold of her sometimes. But it just means she's passionate about what she believes. I like that about her. Plus she makes me laugh a lot... I don't know. You probably don't wanna hear this."

"It's a lot better than hearing my chair squeak!" Chloe burst into another round of giggles, while Max hid under the covers again. "Ahh. What were you even watching? If it was lesbian stuff, that's not how it's really done. You know that right?"

"Like I said, virgin. Besides, you've done it way more times than zero. So don't be rude."

"Yeah so? Anyway. I asked a question! What was it? Who were the girls?"

"I don't know! Just random girls or whatever I don't know!" This was hilarious. Chloe was being careful of course. Max would hint at her to stop if she wanted her to, and she hadn't. Plus she wasn't a wimp, she could take a lot of teasing. I wonder HOW much though... I would get her sooooo– wait a second here. What am I thinking? I like her but… I shouldn't think about her like that when she's right here. "Sorry... for waking you up... like that. It was stupid, and I shouldn't have done it. I'm sorry. I promise it won't happen again."

"Maaaax, I said not to worry about it, alright? If you need to do that, just do it in like, the bathroom or something."

"'Least I didn't do it next to you, right?"

"You got me there, Maxaroni. I probably still wouldn't have freaked out. Rachel did it once, and I just laughed. So there's no worries, okay?"

"Okay."

"Besides, it wasn't a bad view." Max blushed high into the reds and pinks again, almost shouting her response.

"I thought you said you didn't perv out on me!"

"I said 'for an hour' not 'for a minute or two'. Geeze learn to listen."

A pillow to the face knocked Chloe off the bed

From then on, Max would go into the bathroom at night, and it would always wake Chloe up. She didn't let Max know, she didn't want to make her feel bad for being human. Sometimes, Chloe would get some time in too. She always thought of Max, and what she was doing just 20 feet away. The noises she would try to cover up, biting down on the knuckle of her thumb when she came. Chloe never stood a chance.

She always finished before Max got back, she had to be. Max liked someone else, and Chloe didn't want to lose her. And knowing Max liked someone else, yet she was getting off to her felt wrong. And she couldn't help it. Her emotions wouldn't stay bottled up forever, and she knew it. Max had pointed out a lot of things she'd done that were wrong, but told Chloe to get seen by someone about it. So Chloe was trying to be better about it, for Max.

One day, she decided she just had to let go. She had to let Max know. Max had just walked into her room from talking to Joyce, and Chloe saw how pretty she looked in simple clothes. Her stupid camera bag. Her idiot smile.

"Max. Who do you like? That girl. Who is she?"

"I... Why do you want to know? Just someone I know..."

"I just need to know Max. Just. So, I can stop being an idiot. Please. Tell me."

"Okay. But I'd like to know why I'm giving them up. You better not be thinking of beating her up or something!"

"I'm not... It's just." Chloe tried her best to control her breathing. In 7 seconds, out 10. In 7, out 10. "Its because I need to know if they're better than me... For you. I mean. I don't set the bar very high, but..."

"C-Chloe?" The blue haired girl took in a deep, shaky breath.

"Max, I think I'm falling for you, and if you want to leave I totally understand I just need you to know, and I need to know if she can treat you the way you deserve to be because you're everything anyone could want or need. I'm sorry because I know that this isn't what you need because you need somebody stable and well and polite and not me." Chloe finished her long response by breathing in and out, as though she'd run a mile. Max had tears in her eyes, and panic rushed through Chloe's veins. This is NOT how I wanted this to go. Fuck, I need to get her out. She doesn't need this. Why do I always have to fuck things up?

"Chloe Price, don't you ever talk like that about yourself again. You are NOT impolite." Max took a step forward. "You are NOT unstable, or unwell." she took another. "You are NOT nothing." she sat next to Chloe, on the bed. "You are NONE of those things. You are so much more. You make me laugh. You forgive everything wrong I do in a heartbeat. You bring out the best in me." Chloe was staring at her, just transfixed by her words and how much she meant them. She felt Max's arms wrap around her neck and pull into a warm, loving, longing, needing hug. And Max's lips come achingly close to her ear. She heard, and felt through her entire being, Max whisper.

"And I'm in love with you."

"You are?" Chloe's voice was riddled with disbelief. "Why didn't you tell me earlier?"

Max pulled back, so her face was now inches away from Chloe's. "I tried to hint at it, but," Max trailed off, her voice quieter, "I guess I'm just super great at being subtle." Chloe smiled slightly before her gaze fell to Max's lips and quickly returned back to the time traveller's eyes. Great, Im blushing hard. My face is probably completely red. Shit. somebody help me. I'm trapped.

"Can I–and feel free to say no–but... can I kiss you?" Chloe was feeling extremely foreign to this whole concept, even though she'd done this sort of thing a few more than a few times. It made her slightly frustrated, but she didn't much care; she was concentrated on Max right now.

Max couldn't help but chuckle while Chloe was turning completely red. Silently, Max's gaze met blue eyes again, and she slowly leaned in, almost holding her breath. Lips softly brushed against each other, and Chloe felt her heart race, beating loudly in her ears and overwhelming her senses.

The brunette kissed Chloe softly, closing her eyes and urging her closer with her arms still wrapped around her neck. Chloe lifted Max onto her lap, not daring to break her lips from the kiss. Holy shit, ok, this is happening. Why am I drawing a blank? I've made out literally millions of times. What is wrong with me? Ok. Uh. It's Max, so just. Take it slow, she's not too experienced with this. Chloe kept her hands at Max's side, trying to pace herself and not freak the other girl out. That was Chloe's main focus, making sure Max was ok with this.

Hearing a quiet moan escape from Max, adrenaline rushed through Chloe, and she immediately knew it was alright. Chloe slipped her tongue inside Max's mouth as their kiss became sloppier, and Max's hand ran through Chloe's hair, entangling itself in blue locks. Feeling the corner of her lips curve in a smile, Chloe kept her hands placed on the shorter girl's hips, only to tighten her grip on them. Max responded by gripping her hair tighter, making Chloe breathe out in content. So far, Max was actually pretty good at this. Chloe broke the kiss; she needed to know how far she was allowed to go.

"How much are you okay with?" Chloe murmured huskily, pinching Max's skin between her teeth to keep the shorter girl's interest. Max loosened her grip for a second, barely opening her eyes to look into Chloe's.

Max slowly gravitated her face closer and quietly mumbled, "Just shut up and fuck me." The brunette pulled her into another kiss, and Chloe—taken off guard—let out a rough moan in surprise. Once she caught up to Max's speed, Chloe's hands moved from the girl's hips to her back, underneath her shirt. Her hands lightly trailed over Max's skin, continuing the messy kiss.

Noticing this, Max pulled away from the kiss once again, grabbing her shirt by the hem and impatiently pulling it over her head. Without hesitation, she cupped Chloe's cheeks and kissed her again, shamelessly moaning once their lips collided. Chloe's hands swam along Max's back, giving her a mental map. Tracing her shoulder blades and playing with her white bra strap. Their tongues' dance became messier, lazily dragging over each other now but with haste.

Giving Chloe's shirt a small tug, Max opened her eyes, and looked at Chloe lustfully; Almost demanding for the clothing to be taken off. Chloe raised an eyebrow at her, but she had begun trailing kisses along Chloe's jawline, and didn't care to notice. Alright. If I have to take something off, so does she. Without looking, whether because she didn't need to, or because she didn't dare move while Max bit at her neck, Chloe unbuttoned Max's jeans; Officially calling them "off" since she could get where she wanted. Satisfied enough for now, Chloe pulled her shirt over her head. Too hard of a bite rewarded Max with a deep, raspy moan.

Max resumed her position at Chloe's neck, tracing the veins with her tongue. Chloe was blushing slightly at the fact that she was half naked in front of her friend. She felt the other girl's smaller hands creep down her stomach, trying to slip past her jeans. Chloe grabbed her wrist and threw it aside. The blue haired girl gripped onto the photographer and hoisted her up, still continuing their kiss. She carried and slammed the girl against the wall, letting go of her legs and pinning Max's wrists above her head.

"Someone's eager," Chloe snickered. She leaned down, giving Max's neck a small peck. "But, it's my turn now." At that, Chloe gently used her nails to scratch down Max's flat stomach, hearing Max squeak in response underneath her. Chloe smirked against Max's soft skin and began kissing slowly down to the smaller girl's collarbone.

Max's breathing became uneven and heavy as Chloe continued down, trailing kisses to her chest. "You're sure Max? Last time I'm asking." Or will be able to anyway.

"Yes, idiot. I'm sure," she breathed out. Chloe looked up and raised her eyebrows in amusement.

"Big talk for a virgin." Chloe sneered.

"Not for long," Max replied, sticking her tongue out.

"Don't tempt me, Caulfield. Trying to go slow here," Chloe teased. "I mean, I could just skip foreplay if you're soooooooo into it."

"Like I said, shut up, and fuck me." Max felt Chloe kiss down her collarbone, sucking and leaving a few small hickeys along the way.

Max bit her lip hard; she wouldn't give Chloe the satisfaction of moaning, as well as to hopefully combat her shaking legs. Noticing the photographer's reddening face, Chloe's hips began grinding achingly slow against Max's body, earning a brief and rough moan from the girl. The blue-haired girl's mouth sucked on Max's neck, and her hands freely roamed down and rested on Max's hips, gripping down hard and pulling her closer.

"Fuck," Max whimpered, knowing she lost her game of stubbornness. "Chloe, just...fuck." Chloe smiled with the other girl's skin in between her teeth. Her hands gravitated to Max's ass and pinched. Chloe gave one final sharp bite, before letting go of Max's skin. She tilted her head so her mouth was almost touching Max's ear.

"I want to hear you moan, Max. Only for me." The shorter girl immediately did as she was told, and it drove Chloe crazy. Chloe meant what she said, even if it was dirty talk. Max wanted her, and she only wanted Max for herself. After losing the photographer for all those years, Chloe couldn't stand the idea of losing her.

Chloe nipped at Max's ear softly, not wanting to really hurt her. Blue fingernails grazed down a pale stomach, leaving ghosted, tingling trails. The further they went, the harder Max dug into Chloe's back. She's definitely begging now, nobody's ever dug into my back this hard. I'm glad, though. I sold her hickeys, and she's paying with scratch marks. Chloe slid her hand down past her stomach and under unbuttoned jeans, suddenly noticing Max's nervous look on top of the trembling of her body.

Chloe kissed Max's cheek lightly, comforting her with a soft voice, "Relax, Max. It's just me." Max took a shaky, deep breath in response and gave the other girl a brief nod before biting her lip again. The blue-haired girl continued her work on Max's neck while her hand continued south, passing underneath soaked panties.

Taking amusement in how excited Max was for this, Chloe took the enjoyment of teasingly dragging her finger along Max's wet slit. Max gripped harder on Chloe and let out a rough moan, and Chloe quickly kissed her to muffle out her noises. She rubbed the girl's clit in small, achingly slow circles while a panting Max writhed around in her arms. Her moans became harder to contain as Chloe felt Max's death-grip loosen to try and focus on keeping quiet.

The photographer grinded her trembling hips against Chloe's hand as she begged for more, and Chloe smirked against Max's lips, sliding a finger inside of the shorter girl suddenly. Max gasped her name, breaking from the kiss to pull Chloe even closer. The blue-haired girl began pumping in and out, sometimes curling her finger to hit Max's sweet spot with a quickening pace. It was driving Max insane, and she had to use all her power not to scream Chloe's name out.

As hard as she tried, Chloe knew exactly what she was doing; And not only was it Max's first time, but it was Chloe. This had been something she'd thought about for weeks, after she was sure about her feelings. Max could feel with every motion, that Chloe was trying to show how much she cared about Max. Suddenly, Max felt her gut tighten and spin, and she began panting faster.

Chloe felt the photographer's grip tighten once again, and she knew Max was on the edge. Her pace quickened, and she busied herself by kissing and sucking at Max's jawline.

"Chloe…! I'm gonna… I'm—" Max gasped, nearly screaming out before Chloe's lips quickly slammed against hers. She held onto Chloe, one hand entangled in blue locks while the other stayed on her back. Max's body trembled, and her shaking legs went completely weak. Her senses were overwhelmed, her racing heartbeat thumping loudly in her ears while her head was spinning.

After a few moments of the photographer regaining herself, Chloe slipped her fingers out and kissed Max softer than before, gently wrapping her arms around her waist. Max, who was still panting heavily, giggled and kissed back eagerly, feeling her heart flutter and expand warmly in her chest. They stood there for a while, kissing and holding each other in silence while the shorter girl eventually caught her ragged breath.

Strong arms lifted Max up and brought her to Chloe's low mattress bed. Chloe might not look strong, but Max's slender self wasn't all that heavy. Chloe chuckled happily to herself, her hair's probably the heaviest thing on her. Max's arm's had curled themselves around Chloe's neck, which gave Chloe a happy sense of safety.

"What's funny?" Max said in a small, blissful voice.

"How small you are." Chloe replied, kissing one of Max's arms.

"Psh, you're only a few inches taller, so dont talk"

"As you wish."

"And don't quote that movie at me. You know how much i like it."

"And now you know how much I like you." Max smiled as Chloe set her down on the bed, jumping onto it herself.

"Just shut up and hold me please. I need cuddling from my girlfriend." Chloe grabbed the smaller girl and laid her on top of her. Max laid her head on Chloe's chest, nudging the other girl's arms; Letting her know that she wanted to be held. Max snuggled as closely as she could, smiling while making a game out of matching her breathing with Chloe's; Who had started playing with Max's hair.

"You're hair's soft, ya know." Chloe said absent mindedly, kissing the top of Max's head.

"Yeah?" Max responded, giggling softly. "You're warm." Max heard the girl breathe a deep sigh, and her arms tightened around the photographer suddenly. The brunette listened as Chloe's heart beat faster, but her arms shook slightly. In response, Max shifted a little, and Chloe's arms went limp.

"Max," Chloe shakily whispered in a sudden soft tone, "don't leave me again." Max was silent. "I can't stand the idea of losing you a second time." Max placed her elbows down and lifted herself out of Chloe's grip to look at the girl's face. Tears were swelling up, and her gaze was lying on the walls to avoid eye contact. Chloe's lip quivered, and she brought up her hand to wipe her eyes. "Not again… please."

"Chloe," Max murmured softly, moving her hand away to kiss Chloe's forehead. She took a moment to look into Chloe's eyes, brushing a strand of blue hair that was sliding down. "I'm right here. You're not gonna lose me again, okay? I promise you." Chloe just nodded, sniffing and wrapping her arms around Max again.

"No cuddling until you smile!" the tiny photographer continued, half worried, half playful. She wondered if Chloe was ticklish in the same places, as she raised her hands; Fingers bent like claws made for tickling.

"Max! Stop I- MAX! NO! STOP I'M GONNA PEE MYSELF!"

so i reeeeeeeeeeeeeeeeeeeeeally have to thank myah, like 10,000x over, most of the second half was written by her, and we collabed on the ideas. anywho, tell me what you thought in the comments.