Disclaimer: the whole own nothing thing goes here.


Fang watched her as she put them to bed,"'Night Max," yawned a sleepy Angel as she settled against the soft bed of the hotel they were staying in.

"Yeah, 'night," mumbled Nudge from beside her.

Max smiled at the two girls, bending down to kiss each on the forehead, pulling the sheets around Angels body leaving only her face and bouncing curls above the white blankets, "Good night."

"Night Total," she said, patting his furry head as she walked out of the room and receiving a small bark of, "Night," in response.

She quietly shut the door behind herself and turned to see Fang watching her from his spot against the wall, "What?" she mumbled self-consciously.

He smiled back at her, the crooked smile he had that always made her feel butterflies in her stomach, "Nothing," he said.

She raised her eyebrows at him before she heard an alarmingly loud noise from the room next to Angel and Nudge's and broke eye contact with him. She pounded her fist on the door, "Guys," she warned, "Don't make me come in there!"

She heard a whole bunch of shuffling that meant they were hiding something, "Uh... Good night Max!" Iggy shouted back.

"Yeah good night Max!" Gazzy shouted back.

She rolled her eyes, "Just don't blow up the hotel!" she called.

"'Course not!" Iggy answered back, she could practically hear the smile in his voice. She laughed quietly and continued on to her room that she was sharing with Fang.

As she reached the door she turned back looking for Fang, he hadn't moved and he was staring at her intently again, she cleared her throat, "You coming?" she asked.

"Yeah," he said, pushing off the wall and walking over to her, never taking his eyes off her face. She stared back at him with open curiosity, trying to figure out what the hell he was thinking about.


Half an hour later they both crawled into bed, Fang kept his eyes decidedly away from Max and her short shorts and tiny tank top. "Night," she mumbled into her pillow.

"Night Max," he whispered back into the darkness.

He wasn't sure he liked these sleeping arrangments, his thoughts toward her had changed lately and he had actually debated trying to switch it around so that he was with Iggy. Or Gazzy. Or Angel. Or Nudge. Anyone but Max. But he hadn't. He had kept his mouth shut and now he was going to have to spend a night sleeping next to the girl of his dreams... even if she didn't know it.

He listened as her breathing evened out and his thoughts swirled around her. He felt something for her that wasn't normal for him, he was feeling... feelings. And even though it was scaring the hell out of him, he sort of liked this new way of thinking about Max. She was beautiful, she was strong, she was clever, she was... perfect. He sighed, rolling onto his back and staring at the ceiling, thinking about her always made it harder for him to fall asleep.

The bed rustled as she rolled over in her sleep, unknowingly snuggling into his side. He stiffened, what should he do? Should he throw her off? It would be pretty akward if they woke up like this, she probably didn't feel the same way about him after all. But then again... she wouldn't know that he was awake when this happened, so... he snuggled closer to her, enjoying the feel of her body next to his.

Her hand slowly, lazily slid over his chest, tracing an unseen line across the dark fabric of his t-shirt. Wow, that felt... really good. He was so distracted by the feeling of her fingers drawing on his chest that he didn't even notice her sudden intake of breath.

Wait a second, what the hell? Max just nuzzled his neck. No lie. Max. Nuzzled. Her hand started tracing more concise patterns across his chest and he felt her smile into his neck. She was awake. That little... she leaned up placing her lips next to his ear, "That was for taking advantage of the situation," she whispered and he shivered, her breath tckling his ear and sending shivers down his spine.

"I'm...I'm... sor..." he started as she climbed closer to him, slipping one leg over him and straddling his waist, "Max," he called out as she hit a rather... er... sensitive spot, "What... what are you doing?" he gasped out, his eyes wildly searching her face.

She smiled widely, now fully awake, she brought her lips down to his leaving barely and an inch of space between them, "I'm taking advantage of this situation," she whispered, her breath warming his face. She smiled as she closed the small distance between them.

Yeah... Fang liked these sleeping arrangements just fine.