Inspired by a text post made made by mitchrawrs on tumblr.

it should be noted that this fic assumes you took the comfort route following the paint incident.

Victoria had been up editing pictures at the time.

She can't sleep and editing always helps her relax, but she's also on a deadline and 2 am seem as good a time as any, so here she is. Honestly, she probably never would have even heard it if her door wasn't open. (She was always warm. It made summer unbearable but winter was easier for her than most anyone else.) She definitely wouldn't have heard it in her sleep.

Thud.

Victoria looked up from her computer and across the hall to where the sound came from. She sneered when she realized it was only Max's room.She probably fell out of her bed, Victoria laughed at the thought. Without considering it any further, she went back to her editing, though she only got a few more minutes of peace. Moments later, another sound came from the room across the hall, different from the first. It sounded like… Crying? No, not just crying, Victoria realized, but full on sobbing. Whatever had woken Max had really messed her up.

Victoria bit her lip and looked towards the door. Should she do something? The crying was no where near slowing down, let alone stopping. No. She clenched her fists and looked down at her lap. Whatever was going on across the hall was none of her business. They weren't friends. Less than not-friends, even. They actively disliked each other.

Right?

Shaking her head, Victoria grabbed her headphones with every intention of blocking out Max's mid-night breakdown.

"I am sorry. That's an awesome cashmere coat…"

She froze. It sounded like Max's crying was getting louder.

"Well, you always seem to know how to pick the right outfits."

Victoria's entire body tensed, leg bouncing with anticipation, hands threatening to rip her headphones in half.

"I've seen your pictures. You have a great eye, Richard Avedon-esque."

She lowered her head into her hands and took in a deep breath, then threw the headphones down and closed her laptop harshly.

"That was mean… but pretty funny."

She walked over to her door with every intention of slamming it shut and forcing herself to sleep, a part of her hoping Max would hear it and think that she was keeping Victoria up, but…

"I know exactly what you mean, Victoria."

She didn't.

It was happening again. Nathan was waving his gun around like it was nothing, Chloe backed against the wall, terrified.

"Nobody would ever even miss your 'punk ass' would they?"

Max could only watch, frozen. She knew there had to be something she could do, remembered the hammer and the fire alarm, but she couldn't move.

"Get that gun away from me, psycho!"

The shot. "No!"

Max jumped out from behind the stall, right hand raised just as it had been at least a dozen times that day, but nothing happened. Time remained constant. Chloe was still lying on the ground, bleeding out onto the tile. Nathan was still holding the gun, but now he was turning around, staring at her with wide, unfocused eyes.

"N-Nathan, wait-" Max stuttered as her back hit the wall. Nathan was silent, his hand holding the gun raising shakily. Max's eyes settled on Chloe - on her body - and as she slid down the wall she could feel tears falling down her face. "Nathan, please!" She shouted, staring down the barrel of the gun.

Thud.

Max opened her eyes and looked around. She was back in her room, and as she blinked her eyes a few more times she became aware of the fact that she was on the floor, not in bed, and that her ass was killing her. I must have fallen off the bed, Max shook her head, but as her confusion cleared, the full weight of the dream she had slammed into her.

Max backed up so that she was leaning against her bed, trying to get her breathing back to normal, but she felt as if she could never get enough air in her lungs. She felt her eyes watering, and suddenly she was crying and there was nothing she could do to stop it. Max grabbed for her phone, needing to just hear from Chloe, to know she was alive, to confirm that the dream was just that. Finally, the phone was within her grasp, but as soon as the display lit up and reminded her that it was 2:13 am, Max realized how ridiculous she was being, and that Chloe probably would not take too kindly to being woken up in the middle of the night, despite what she might say. They had only reconnected recently, after all, and despite how well things had been going Max suspected the two of them still had a few things to work through.

None of this did anything to help Max's tears. In fact, it felt as if her crying was only getting worse. The more she thought about her dream, the more anxious she became. Just as Max was about to give up on getting any more sleep that night, there was a hesitant knock at the door, followed immediately by a much more confidant one.

Max took a shaky breath, though it did nothing to stop her flowing tears, and stood on equally shaky legs as she made her made to the door to find out who was up at this ungodly hour - besides herself, of course.

She had a thousand guesses as to who might have been on the other side of her door; Kate, also known to be up late into the night. Chloe, who perhaps had recently come to possess psychic powers and was aware of her distress. Mr. Jefferson, possibly making the leap from cool teacher to creepy teacher in one easy stride. Godzilla, even, was more plausible than reality. Never in a million years was Max prepared to open the door and find Victoria Chase clad only in a t-shirt and tight shorts.

"Oh, sure, now you're quiet."

If there was any doubt before, it was gone now. Victoria was at her door in the middle of the night, unintentional witness to Max's minor emotional breakdown. Max swallowed, hoping that when she spoke, her voice didn't crack.

"H-hey Victoria. Did I wake you up? Sorry."

Victoria looked her up and down, Max suddenly feeling self conscious in her oversized hoodie and sweat pants. (She was always cold, always. Her grandmother used to say it was because she didn't have any meat on her bones, before trying to feed her what Max was sure qualified as a four course meal.)

"Sadly, I was already up. I wish you did, though. At least then I would have a reason to yell at you," She said finally, tilting her head. Max wasn't sure how a simple head tilt could appear so condescending, but lo and behold, the great Victoria Chase could pull it off and look damn good doing it. (Whatever, she's exhausted and emotionally vulnerable. And no one could ever say Victoria wasn't pretty.)

Max rolled watery eyes. "Yeah, whatever." Her voice was stronger now, less likely to break at any moment. "If you're not here to yell at me, what do you want?"

It was a long moment before Victoria spoke again, albeit hesitantly. "Would talking about it get you to chill out enough for me to get some sleep tonight, or should I just resign myself to being a zombie in class tomorrow?"

Max was stunned. She had heard that people tended to act completely different at night, but this was… This was a complete 180 for Victoria. Less than 24 hours ago they couldn't stand each other. She knew that the whole paint incident had changed their dynamic, but this was still a complete surprise.

Victoria must have been getting impatient, because she clenched her jaw and said, "You know what? Nevermind. I'm gonna try and get some sleep-"

"Wait!" Max said as she grabbed Victoria's wrist before the other girl could turn and leave. "Sorry, I just. I guess I was surprised. I appreciate the offer, but talking it out has never really worked for me. Actually, the only way I could get back to sleep after a nightmare when I was younger was, uh, Chloe laying in bed with me so I wasn't alone." Max rubbed at the back of her neck with her free hand, giving an awkward laugh. Neither girl seem to notice that she hadn't let go of Victoria's wrist.

Victoria let out a deep sigh, looking everywhere but Max. Finally, she muttered, "Look, don't make this weird, okay? Tomorrow we go back to normal."

Before Max could process what was happening, Victoria dragged her over to the bed and pulled Max down with her.

"Victoria?"

"Shh."

"But-"

"Shut up."

"Okay, but-"

"Oh my god, Max, go to sleep."

Max wanted to talk about this more. She wanted to know what Victoria was thinking, what would happen tomorrow - because there was no way they could go back to normal - but mostly… She just wanted to get some sleep. And it looked like Victoria was already there anyway, looking more peaceful than Max had ever seen her. Finally Max decided to just give in and deal with the consequences in the morning.

Max woke suddenly to her phone vibrating under her stomach. Blinking rapidly, she unlocked her phone after a little tired fumbling to read the text from Chloe asking if she wanted to hang out later. She sent back a simple sure, leaving Chloe to iron out the details as she took in her surroundings.

She had rolled over sometime in the evening, no longer facing Victoria but rather the middle of her room. Speaking of Victoria, Max became aware of the fact that the other girl's arm was sitting comfortably around her waist. Max blinked. Victoria Chase was spooning her. She was Victoria Chase's little spoon. She blinked again. This may have been the strangest thing to ever happen, and just yesterday she had discovered that she could rewind time.

Max decided that she had two options; get out of bed, wake Victoria up, and commence with the awkward morning, or go back to sleep because it was still really freaking early. (What the hell, Chloe.)

Max finally decided that she and Victoria both deserved more sleep, so she settled back in, turned her phone off, and closed her eyes. If Victoria wanted to make things weird, so be it. For now, this felt nice.

general disclaimer that i acknowledge that this ship is somewhat trashy and, from what we've seen of victoria so far, would not be healthy at this point in time.