OK first time writing any fanfiction in years and the first time really writing in third person. So if there is a slip up or it sounds weird, my bad.

Chloe sat on the back of a bench looking out across the water watching the waves crash against the shore. The lighthouse loomed behind her and served as an anchor holding her in place as her mind was racing with all of the things that had happened in only the last 24 hours.

Her best friend who she thought she would never see again was back! And not only was Max back in her life but she saved her life, not once but twice, with some bizarre super power. Her friend, her best friend could rewind time and it was the best thing that ever happened in this town. But if she was being honest with herself it scared her too. Max at any moment could change the events that were unfolding around her. Chloe wondered if Max had changed things that she didn't know about, gone back and undo something, stopped something from happening that she didn't tell Chloe about. There was so much they didn't know and it felt like it kept piling up. More and more questions and no answers.

Just as her nerves were about to get the best of her she reached her nearly shaking hand into her pocket and pulled out her cigarettes and a lighter. She lit one and watched it burn for a second before took a drag and exhaled watching the embers fall off the end. Taking a deep breath she tried to calm herself.

Suddenly Chloe's phone began to buzz pulling her out of her thoughts. Looking down she saw the name "ASSHOLE" lite up her screen. She sighed, really not in the mood to listen to David's nagging, not after today. Pressing ignore she put her phone back in her pocket. Chloe contemplated if she even wanted to go home that night.

A few seconds later her phone was buzzing again.

"Fuck." She swore and checked her phone. It was David again.

Chloe weighted her options and decided it wouldn't work in her favor if she ignored his call again.

With a heavy sigh she answered, "What do you want?" she snapped before he got the chance to start lecturing her.

"Chloe!" David said angrily. "Why didn't you answer the first time?"

Chloe opened her mouth to say something smart but never got the chance.

"Ah, never mind. There was an incident at school today." He said with an edge to his voice.

Chloe's heart skipped a beat.

Max, something happened to Max.

"What happened?!" Chloe shouted, fearing what David was going to say next.

Chloe couldn't stop picturing Max bent over holding her head, blood running down her face, over and over again. Regret filled her chest, she shouldn't have pushed her so hard. It was just a stupid game, she just wanted to see what Max was capable off.

"Kate Marsh tried to jump off the top of the girls dormitories."

Chloe was stunned for a moment, those words were not what she was expecting. She felt like she could breathe again but still felt an ache in her chest.

Kate?The uber Christian girl with the fluffy hair tried to kill herself? Chloe had met her a couple of times. Kate was always so sweet and kind. She couldn't imagine what would make her of all people do something like that.

"That's terrible but why are you telling me this?" Chloe asked unsure of where this conversation was going.

"Because you're….friend, Max Caulfield was the one who talked her down from the edge."

Of course.

"They're both safe right?"

Max's bloody nose was still stuck in her head. How much of her power did she use to get on that roof?

"Yes. They're both fine."

"That's…good."

"Well… I just thought you should know. She was the first person you've brought home since…" David sighed. "You might want to check in on her if you have the chance she probably needs all the friend she can get."

"Even with the pot?"

He was quite for a while and Chloe mentally punched herself for bringing it up. "Yeah."

"Well thank you for telling me."

"Hmm, well… see you at home."

"Bye."

Quickly Chloe put out her cigarette on the bench and shoved her phone in her pocket. She hopped off the bench and quickly made it back to her truck at the end of the trail. Her way to Blackwell took significantly less time than it would have if she had went the speed limit but she needed to see Max's face with her own eyes.

After parking, she quickly realized she didn't know where Max even was or which dorm room she lived in. Groaning she got out of the car and pulled out her phone. As she pulled up Max's name on her phone the already darkening evening sky suddenly got even darker.

Chloe looked up as the moon started to cover the sun.

"What the hell?" she whispered to herself.

Still looking up at the sky she made her way towards the girl's dorms. As she made her way across the front of the school, past the fountain she had stolen quarters out of multiple times, she spotted two people sitting on the front steps.

Looking closer she realized it was Max sitting with some guy who had his arm around her shoulders. Chloe felt relieved to see Max in person looking safe but at the same time her stomach fell and suddenly felt like she didn't belong there at all.

Just as she was about to turn around and leave not wanting to interrupt, Max spotted Chloe.

"Chloe?!" Max called out to her. "What are you doing here?"

Max got up off the steps and walked over to her, the guy followed.

"I uh heard about what happened. With Kate." Chloe stammered, still feeling out of place. "I wanted to see if you were alright."

"Chloe-" Max said softly clearly touched that Chloe had been so worried.

"Hey, you're the girl who ran off with Max yesterday." The guy said interrupting whatever Max was going to say next.

Finally looking at him Chloe noticed his wicked black eye.

"Yeah and you must be the one who took an ass beating for Max back there. I'm glad you were there to stand up for her." Chloe said with a smug grin, feeling thankful and annoyed at the same time.

"You guys I can take care of myself, thank you very much." Max protested.

"I know that Max. Doesn't mean I have to let you." The guy said.

Chloe felt her stomach twist and her grin falter. Why was she bothered by that punk so much?

"Alright Warren I'll talk to you later. It's been a crazy day I think I'm just going to go back to my room."

"Catch you later, Caulfield." Warren said and walked away toward the parking lot.

"Come on." Max said and motioned for Chloe to follow her.

Chloe followed silently across the campus not sure what to say now that she was finally with Max.

"How did you find out about Kate?" Max asked.

"David called me."

"Really?"

Chloe nodded. They were quite the rest of the way to Max's room. There was a somber air that hung around the school especially the closer they got to the dorms.

When they got to Max's room Chloe took a moment to look around while Max sat down on the edge of her bed.

"I didn't know you played guitar." Chloe said running her fingers over the strings gently.

"I had a lot of free time when I first moved to Seattle. My parents thought I should get a hobby besides photography so I taught myself to play."

"That's so cool." Chloe said softly and turned around to look at Max and all the photos behind her. "You took all of those?"

"Yeah, those are just the good ones too. I have boxes full at home."

"I'd love to see that." Chloe said softly.

Chloe sat down on the couch across from Max, they both were silent for a while dreading the conversation that was to follow.

"So, on the roof….did you have to use your power?"

Max hesitated. "Sort of?"

"What do you mean? "

"When I ran to the dorms and saw Kate on the roof, it was just in time to see her jump. To see her falling… And I rewound but I couldn't get back far enough, my head was aching, and my nose…" Max made a face.

"So what happened? How did you get on the roof?"

"…I think I managed to stop time all together." Max admitted.

"What? How is that even possible?"

"It was like I was trying to rewind but I got stuck and I managed to hold it still until I got on the roof."

"So you have a whole new power now? That's insane."

"I don't know maybe. But all this using my power is starting to put a strain on my head. I need to get stronger in case anything else like this happens." Max said with a fierce determination.

Chloe felt for her friend. Max had seen Kate, her friend, fall from the roof. That would be traumatic for anyone but to be the only one to have seen it must be a heavy weight to bare. Chloe understood Max's desire to get stronger to save her friends but it worried her too.

"Max, you have to be careful. What if this power can hurt you?"

"I though you said my power was a toy." Max said jokingly.

"I was wrong!" Chloe shouted and stood up. Chloe regretting this morning, she didn't realized the gravity of the situation at the time, but she did now.

"Chloe, this power is bigger than me, it's not something I can just ignore."

"But if it hurts you, Max… The pain, and the nose bleeds. And if you might drain yourself…"

Max got up from her bed and walked over and stood in front of Chloe. "I'm fine we'll figure this-"

"Max." Chloe said sternly as they just stood in front of each other.

Neither one of them said a word as Chloe grabbed Max's face gently in her hands. With one hand on the other girl's cheek she brought her other hand to the shorter girl's forehead and brushed her bangs out of the way. Max closed her eyes as Chloe inspected her face.

Max's face was flushed but there were no marks, no sign that anything was out of the ordinary. All this crazy shit going on, visions of the future, rewound time that Chloe would never know about, and Chloe couldn'tsee any of it and it drove her crazy. There was nothing she could do. There wasn't anything she could fight or throw a punch at. Everything just out of her control. She thought about Rachel and how helpless she felt when she first disappeared.

The image Max collapsing in front of her and the bloody nose flashed in Chloe's mind, all of these emotions causing havoc in her body and she felt like she was finally about to break from the weight of it all.

Before she could think about it Chloe bent down and kiss Max on the forehead. Gently her lips brushed Max's soft skin and a moment later she brought her forehead down and rested it against the other girl's.

Max's eyes fluttered open.

"What are you doing?" Max whispered.

"I don't know, I don't know anything." Chloe said helplessly.

She was on the verge of tears. She could feel the familiar stinging in her eyes. She hadn't cried in months and it ached in her chest.

Max reached up and grabbed Chloe's hands in her own and held them gently at her sides.

"It's ok, we're going to figure it out together. I promise." Max said softly.

"But what if we don't'. I can't lose you!" Chloe said panicked. She pulled away to see Max's face.

Max tried to look reassuring. They were still holding hands and Max squeezed them gently.

"Chloe, I'm right here. You're not going to lose me."

Chloe couldn't explain what she was feeling. She was so happy when she looked at her friend but there was a sadness there too. There was too much loss associated with that kind of happiness. It made her scared to feel it at all. With her dad, with Rachel…it always ended in sadness and Chloe didn't think she could live through that again.

"I just got you back." She whispered. "I've lost too many people. Rachel, my dad…you."

"Chloe," Max said sternly as she dropped Chloe's hands and raised them to the taller girls face making her looking the shorter one in the eyes. "I'm here and I won't leave you again." Max was looking at Chloe with such tenderness it made her heart skip a beat and breath catch in her throat.

"How many times do I have to tell you that?" Max asked.

Without hesitation Chloe brought her face down and their lips met. Chloe's arms wrapped around Max's waist and held her close while Max's hands were already tangled in blue hair.

The kiss was gentle and hesitant at first but soon Max eagerly kissed back adjusting their faces to deepen the kiss. Chloe's heart and mind were racing, not able to focus on anything but the sensation of Max's mouth on hers.

They paused only for a second to catch their breath before crashing their lips together more enthusiastically. Chloe's hands roamed Max's back and ended up slipping on hand under her shirt causing Max to gasp and grab Chloe's collar pulling her closer gently directing them back a few steps toward the bed.

A few more steps and they both tumbled down on the bed. Max on her back still holding on to Chloe's collar tightly. Chloe placed gently kisses along Max's jaw and down her neck. Max let go of Chloe's shirt and once again ran her fingers through Chloe's hair.

Breathing heavily Chloe chuckled and placed one more kiss on Max's collar bone and laid down on top of Max's chest. Chloe closed her eyes and focused on the sound of Max's heartbeat. As long as she heard that she felt calmer, knowing Max was right there alive and well.

They laid there in silence for a while, Chloe was starting to feel sleepy as Max started to play with her hair.

"Chloe?" Max asked in the quietest whisper.

"Hmm."

"…do you love me?"

The question was a shock. Even being so tired Chloe knew Max wasn't just asking about the kissing and what it meant. There was an uncertainty in her voice that made Chloe think that Max was actually asking if she was forgiven. Forgiven for the 5 years of silence when Chloe had needed her most. The anger Chloe had been holding on to for so long was gone, all that was left was the fear that it would happen again. But closing her eyes she listened to Max's heartbeat again.

"Yes."

Thanks for reading!