Max was sitting at her desk, staring at her laptop screen. It was 12:47 a.m. and she had no intention of sleeping anytime soon. Today had been a close call with Kate, and she hoped everyone learned a lesson. How could people be so cruel and thoughtless when the girl was obviously in so much pain? Kate had only ever been sweet to others. On top of that, how come the faculty didn't feel the need to do anything about it? Max still couldn't shake the feeling that something ominous was going down in Arcadia Bay. Even with her powers, Max now sat wondering if she had made the right decisions. Should she have accused Nathan, or should she have laid low? And what was the deal with Madsen? She let out a frustrated sigh and rubbed at her sore eyes.

Max was going to drive herself crazy at this point. She needed a distraction, but she didn't want to get Chloe in any more trouble. She couldn't talk to Kate for obvious reasons, and everyone else was bound to be sleeping. Everyone except one person.

Warren had been so great earlier. He had sat with Max on the quad for a few hours after Kate was rushed to the hospital. He waited patiently until she was ready to go in, reassuring her about what a life saver she had been. She could always rely on Warren. Why would tonight be an exception?

Not even thinking to shoot him a text first, Max threw an over-sized sweater on over her pajamas and left her dorm.

The boys' dorms were eerily quiet, but Max wasn't sure if that was just because everyone was still shocked about Kate. As she passed Logan's door, she heard a giggle that Max was pretty certain belonged to Dana. A lot of students took advantage of the lax security in the dorms. Max couldn't help but feel that some of them treated the dormitory like a motel. And now you're one of them, you hypocrite. Max mentally slapped herself. But this was different! She wasn't going there to... with Warren... Gross.Max shook her head frantically. She was making herself blush.

Feeling like she was going insane, she wandered over to Warren's room. Raising a shaking hand, she knocked on the door. This was her last chance to run away and pretend nothing had happened.

But despite her nervousness, relief flooded through her as the lock clicked and a befuddled Warren stood in the doorway. His hair was damp and tousled, and a towel was hanging around his neck. He was wearing a plain white t-shirt and sweat pants. "Is it too late to schedule an emergency appointment, Dr. Graham?" She shuffled her feet lamely, suddenly feeling extremely awkward about coming to his room at this hour. In her pajamas.

"You better come in before someone sees you," he said, casting a nervous glance down the hallway.

Too late to turn back now, she thought. She stepped into his dorm, and he closed the door behind her.

"Are you okay, Max?" His brows were furrowed in concern.

"I'm fine... I just can't sleep, and it creeps me out being alone."

His face relaxed into one of his sheepish smiles. "Ah... well nothing a little therapy session can't cure," he joked.

"Just what I needed," Max laughed.

"Do you want tea or something?" he offered, gesturing to a stand complete with a water boiler and a jar of tea bags.

"You have tea?" Max scoffed, sitting down on the sofa across from his bed.

Warren simply raised an eyebrow. "Anything to keep my patients happy. And energy drinks make me act like a crackhead," he added.

While he was boiling the water and cleaning his mug for her, Max's eyes wandered around his room. She felt like it would take her hours to go through all the stuff in here. It was cleaner than hers at least. There was a poster of the elements and various Sci Fi shows. His bookshelf was home to dozens of DVDs, half of which she had never heard of.

"Here you go," Warren held out the steaming tea to her. "This herbal concoction will have you feeling better in no time."

"Thanks, Warren," she said, smiling at him as she cupped the mug in her hands. "I'm not keeping you up, am I?"

"Nah, I'm usually up this late anyways." He pulled out his desk chair so that he was facing her. "So do you want to talk more about today or do you just want a distraction?"

"I'm in serious need of distraction."

"How about a movie then?"

"As long as there are no cannibals," she smiled.

He laughed. "Let's see what we've got."

They were halfway through The Princess Bride when Warren noticed Max was nodding off. Her eyes had become hooded and it was only a matter of time before she passed out. She really needed some rest after everything that had happened with Kate. Slowly, her eyes fluttered closed, and her breathing slowed. He turned off the T.V., watching her for a few moments. She really was an amazing person. It was just frustrating that she didn't realize it.

Not wanting her to wake up with a back ache from the stiff sofa, he lifted her and gently laid her on his bed. The day's events had really taken their toll on her. She didn't stir at all as he draped his blankets over her. As he was bent over her, he caught himself looking at her lips. They were slightly parted. It was tempting, but he knew it wasn't fair to Max. And the thought of Chloe's truck bursting through his door stopped him cold.

Sighing, he took the spare blanket from his closet and flopped onto the futon.

Max woke up around 8:00 the next morning, disoriented. At first she thought she was in her own bed, and simply closed her eyes again. Lazily, she rolled onto her side, curling up in the blankets. Deciding she couldn't fall back asleep, her eyes slowly opened and adjusted to the morning light. Then she noticed that the posters on the walls were different from those in her room. She turned to look at the opposite wall. Her selfie collage was missing. She jolted upright, memories from last night flooding back to her. The last thing she remembered was watching the movie with Warren. But she had been on the futon.

Looking at the pillow and the blanket on the futon, she realized that Warren must have moved her last night and slept on the futon himself. Her stomach did a flip when she realized he must have carried her to his bed. She hugged the sheets to her chest. Of course she knew Warren liked her. It was pretty obvious, even for someone as clueless as she was. But with all the chaos and the impending doom of everyone in Arcadia Bay, Max really hadn't had the time to consider her own feelings. She liked Warren, yes. And he was an awesome friend. But she wasn't sure if she wanted more. The butterflies in her stomach certainly seemed to be trying to tell her something though.

Speaking of Warren, where was he?

Max rubbed the sleep from her eyes and slowly climbed out of his bed. She tried to tidy up and hide any evidence of her having been there. Just as she had finished, she heard the door click open. Warren stood there with a toothbrush and a hand towel.

"Oh, Super Max is awake," he said, smiling slightly. "You were really exhausted after yesterday."

"Y-yeah." She felt her face heat up after she realized she must look like a zombie. She caught a glimpse of herself in Warren's mirror. Her hair was a little messy, and her eyes were still hooded with sleep, but luckily she didn't look too awful. "Sorry, I didn't mean to fall asleep like that."

"No worries," he shrugged.

"Um, did you sleep on the couch last night?" she asked.

"Yeah. I mean, you needed sleep more than I did, and that thing isn't the most comfortable." He scratched his head. "I hope you don't mind that I moved you."

She blushed. "It's fine... Thanks for everything last night, Warren. Seriously."

Voices echoed outside in the hallway as students were emerging from their dorms, and a feeling of dread took hold of her. She hadn't meant to spend the whole night. She should at least have gotten up early to sneak out before everyone else was up. How would she get out unnoticed? By the look on Warren's face she assumed he had come to the same realization. "What should we do?" Max whispered. If she got caught sneaking out of Warren's room neither of them would ever hear the end of it.

"I'll go check the hallway again. Maybe you can sneak out through the emergency exit." Despite the awkwardness of the situation, Warren couldn't help but notice how cute Max was when she was flustered. Her blue eyes were wide and there was a flush spreading across her freckled nose. He walked over to the door and poked his head out.

"Now's your chance. Most of them are in the bathroom or already left for breakfast." He signaled for her to follow him. Max hurried out behind him, covering her face just for good measure. Trying not to laugh at her, Warren led her to the exit closest to his room.

But just as Max was about to sneak through, they saw a shadow through the glass. "Shit," she hissed.

Reacting quickly, Warren grabbed Max's hand and pushed her into a nearby utility closet, closing the door behind him. The room only had enough space to store some cleaning supplies and a few brooms, but somehow they both fit.

Max hoped he couldn't see how red her face had become. At this point she probably resembled an incredibly ripe tomato. One of his arms was pinned behind her head to keep himself from squishing her, and the other one covered her mouth to stifle her surprised gasp as he pushed her into the closet. "It's Madsen making his rounds. Just wait 'til he leaves," Warren whispered, peeking through the slats in the door.

Max nodded, and Warren removed his hand from her mouth. She took the opportunity to look him in the face, as he was still keeping tabs on what was happening outside. His brow was creased in concentration, just like it did when he was working on an experiment. She couldn't deny that he was pretty cute like this. Stop it, you pervert, Max reprimanded herself. Trying to create some distance between them, she shuffled to the side. Of course, as clumsy and uncoordinated as she was, her foot caught on the mop bucket, causing her to stumble. The bucket clattered over, and Max found that her plan had backfired. She was now face-planted into Warren's shoulder. His hands gripped her arms, trying to steady her.

The sound of footsteps stopped just outside the closet. "What the hell... Damned kids always breaking things," Madsen muttered, looking for the source of the cacophony before giving up and moving on.

Both Warren and Max exhaled, relaxing. It took a few seconds for Warren to register how close they had become. Max was now leaning into his chest as she struggled to remain upright. He could feel her heartbeat fluttering against him. Reluctantly breaking the silence, he cleared his throat. "Uh... you okay?"

Max jumped. "Y-yeah, sorry. That was a close one." She avoided his eyes.

"I'll go out first, in case anyone is still out there," he said.

Warren turned to open the door, and after checking, he signaled to her that the hallway was clear. She clambered out of the closet and they bee-lined for the emergency exit. Max hesitated before going through the door. "Well... see you in class I guess," she half-whispered.

"See you around, Ninja Max," Warren smirked.

Max let out a sigh of relief as she entered the girls' dorms. Things had been so intense and awkward back there that she completely forgot she could rewind if they got caught. But as things turned out she didn't need to. Which was all for the better since she didn't really want to, for reasons she wasn't willing to admit just yet.

As she was nearing her room, she bumped into Dana outside the bathroom. "Oh, hey Max! Trevor just texted me saying he saw you leaving the boys' dorms. With Warren." Max felt her jaw drop open. Being her bubbly self, Dana didn't even bother to keep her voice down.

"Oh, uh, I just stopped by to give back a DVD I borrowed." Smooth recovery. She felt her confidence returning.

"Really? Is that why you're still in your pajamas?" Dana grinned slyly.

Before Max could come up with another lie, she heard a loud burst of laughter behind her.

"Oh. My. God." She spun around and met face-to-face with none other than Victoria and her cronies.

Game Over.