Author's Notes: Secondary warning: this contains explicit lesbian smut and spoilers for Episode 4. You have been warned. I'm fairly new to writing smut and writing in general, so any comments, suggestions, or criticisms are welcome. I will always reply to reviews if I can and will answer any questions you have.

(I came up with the title in five seconds because I needed something.)


Slowly, the board came into focus, sheets of paper tacked up over the familiar childhood drawing. The soft morning light spilled through the room, tinted slightly by the American flag held over the window. Max took a deep breath, looking around the room. Chloe's room. Chloe's real room, disheveled and plastered in posters. She turned around slowly, dreading what she might see, and found Chloe, sitting at her desk typing away at her computer. Chloe with blue hair and punk clothes, not blond hair and a wheelchair. Her Chloe.

"Chloe… you're back," Max managed in a weak voice as her body filled with relief. She ran forward, catching the punkette in her arms, emotions battling within her chest. Tears pricked at her eyes even as her heart filled with joy, and she squeezed Chloe tighter.

"Whoa! Down, Max! You get one kiss and now you're all over mmmph-" Chloe's words were lost as Max leaned in and kissed her, stopping her mid-sentence as her brain shut down from shock.

The kiss was dizzyingly passionate, though only one-sided and no deeper than their lips. Max broke away first, short of breath and blushing furiously as Chloe stared at her, dazed. Chloe opened her mouth to speak, and shut it again, and cleared her throat before she finally spoke. When she did, her voice was shaky.

"First of all, don't you dare rewind that. Secondly, what was that about?" Max stared at her wordlessly, searching for an explanation of what the fuck she had just experienced. As she did, the whirlwind of emotions in her body settled on 'sad'. She felt the prickling at in her eyes well up, and hot droplets rolled down her cheeks. A choked sob escaped from her, and after a moment Chloe pulled the brunette into her arms, confusion and concern battling on her features

"Shit, what did I do?" she asked, her voice the the same mixture of emotion. She gently tugged on Max until she was sitting on the punkette's lap, pushing her face into the crook of Chloe's neck. "Hey, hey, it's okay," Chloe murmured in a vague attempt of comfort. Tears stained the white fabric of her tank top and rolled across her bare skin, but she barely noticed. The blue-haired girl awkwardly rubbed her friend's back, still utterly confused, but more concerned with comforting her than finding answers. Her lips burned where Max's had been only moments ago, and she absent-mindedly reached up with her free hand and traced a finger across the curve of her mouth.

After a minute or so, Max seemed to calm down, and Chloe decided it was time for an explanation.

"Max, what's going on? Come on girl, you can tell me anything."

Max lifted her head from Chloe's shoulder, eyes teary and reddened, and spoke words that made her blood run cold.

"I saw you die, Chloe."

She took a moment to respond, obviously shocked. "Wait, what? Like, with your rewind power?"

Max hesitated before speaking, her voice husky and unsteady. "Sort of… I don't know, Chloe. I fucked everything up. I don't know if I fixed things or made them worse."

"Well I'm alive, which I would say is good," Chloe said, her tone joking but her heart not in it. "Are you going to be all cryptic or are you gonna tell me what happened?"

"I… I can't, Chloe. I really can't. I'm sorry." Max looked so serious and her voice was so solemn that Chloe decided against pressuring her further, for now.

"Okay, Max. If it fucked you up like this, then maybe I'm better not knowing." Forgotten in the serious moment, she suddenly remembered Max's surprising greeting. "Hey, so is that why you kissed me?"

The brunette's blush suddenly reappeared and she didn't meet Chloe's eyes, mumbling, "Yes."

"Two times in one day is kinda pushing it for being friendly, Max," Chloe said, a teasing tone in her voice.

"I was… I didn't mean… I just…" Failing to find an good explanation, she just admitted it. "Yeah. Sorry."

Chloe hesitated for a moment before sighing heavily and leaning back a bit in her chair. "Don't be sorry. I was planning for it after all this shit was over, after we found Rachel, when we have more than two days until the world is destroyed. I would have never guessed that you would make the first move." She snorted softly in disbelief. When Max merely stared at her in confusion, she sighed again. "Do I need to spell it out for you, Caulfield? I like you, okay?"

Max's heart swelled with joy, threatening to burst with happiness. All of her daydream fantasies coming true in one week was too much to believe. Getting superpowers? Check. Becoming best friends with Chloe again? Check. Becoming… more than best friends with Chloe? Checkity check check.

"Earth to Max? Hello?

Max realized she'd been staring at Chloe for the past few seconds without a word, and now back to reality she couldn't think of anything to say. Actions speak louder than words, right?

The brunette leaned in and once again met Chloe's lips with her own. Chloe was frozen for a moment before suddenly diving into the kiss, bringing up her hand to weave through Max's short brown hair. The kiss started soft and sweet, but slowly got more intense as Chloe started to push at Max's mouth with her tongue, as if seeking permission. She eagerly granted it, nervous excitement mixed with mounting pleasure coursing through her body as Chloe explored her mouth. The punkette trailed her free hand up and down Max's side, and after a few passes pushing her hand up underneath her shirt.

Chloe enjoyed the feel of smooth, warm skin against her hand, and savoured the way Max shivered under her touch and let out tiny, muffled mewls. She wanted the moment to last forever, but the need to breathe eventually won out and she broke the kiss, gently tugging Max's bottom lip between her teeth before she pulled away, panting.

"You have no idea how long I've wanted to do that, Max," Chloe said, her voice low with desire.

Max's face was flushed and she felt like her nerves were on fire everywhere Chloe haf touched. She managed to mumble, "You're a good kisser."

"Yes, feed my ego!" Chloe said, puffing her chest out so much that Max couldn't help but laugh. She slouched back into her normal position and grinned, looking happier than Max had seen her since they were kids.

Chloe shifted her arms around Max and suddenly lifted her with a soft grunt of effort, making her yelp in surprise. "Chloe!"

The punkette leaned in and kissed her again, breaking away after only a few moments, but it was enough to make her head spin and heart pound. Chloe turned away from the desk and dropped Max on her bed, a little less than gently. Before she could protest, Chloe climbed onto the bed and over her, resting her weight on her knees and her hands that she planted on either side of Max's head. The sight of the blue-haired girl on top of her left her tongue-tied, and the mischievous grin on Chloe's face didn't help.

Chloe leaned down, only briefly brushing her lips against Max's before leading a trail of kisses downwards, over her chin, down her jaw, and across her throat, stopping at her collarbone and suckling at the pulse point there, basking in the soft noises Max made under her lips. She pulled away, admiring the dark mark that was forming where her lips rested a moment before. Chloe moved her legs to straddle Max and sat up, pulling at the sweatshirt that covered the brunette. Max obligingly lifted her arms and Chloe pulled it away, leaving her clad in a shirt and faded jeans. Chloe reached down and trapped the hem of the shirt between thumb and forefinger, lifting it up and hungrily examining the newly-revealed skin. Max shivered as she saw the blatant lust in Chloe's gaze, nervous excitement reaching a fever pitch as she finally pulled the shirt over her arms as well, leaving only her plain white bra to over her chest.

When Chloe's fingers touched the strap of her bra, Max moved her own hands to stop them. The punkette looked down at her with confusion and hurt in her eyes, and Max quickly tried to explain.

"This is… moving really fast, and I… this is my…"

Understanding dawned in Chloe's eyes even as her voice dwindled into embarrassment. She leaned back and put a hand to her face, saying, "First time?" Max nodded meekly. "Shit, sorry. I had no idea, I shouldn't have fucking jumped you the first chance I got anyway." She lifted her leg up, ready to climb off the bed, but to her surprise Max caught her arm and pulled her back.

When Chloe looked at her curiously she explained, albeit haltingly. "I… do want this, Chloe. A lot. And if the world is going to end tomorrow, I- I want to have done this. Just… this is really zero to a hundred, you know? I need to slow down a bit."

Chloe nodded, looking relieved. "Slow. Yeah. Okay." She reached up to her neck, pulling off her bullet necklace and tossing it with Max's clothes. A few moments later, her tank top followed it, leaving her in a black bra and ragged jeans. "Now we match," she said by way of explanation, a smile quirking her lips.

Chloe moved her leg over Max and stretched out until she lay beside her, one arm around her shoulders and one casually draped across the brunette's bare stomach, which did little to calm the butterflies there. Max turned her head meet Chloe's gaze and met her lips instead in a gentle, sweet kiss, in stark contrast to the previous. As the kiss continued, Chloe rubbed her hand against the smooth skin of Max's stomach, occasionally shifting higher or lower to slid her fingertips underneath the edge of the brunette's jeans or bra, each time eliciting small gasps. Chloe decided to leave the pace entirely up to Max, and kept the same slow pattern of kiss and caress until Max pulled away, lifted her back up slightly, and reached under herself, unhooking the clasps of her bra. Chloe propped herself up on one elbow to get a better view as Max lifted her bra up and over her arms, finally exposing her breasts.

Max wasn't classically beautiful, but something about her smattering of freckles, short, choppy hair, innocent blue doe eyes and petite form hit all the right buttons for Chloe, who felt her libedo go into overdrive. Without thinking, she blurted, "Fuck, you're beautiful." Max blushed bright red, bringing her arms down over her chest.

Even as she felt the burning need in her body settle between her legs, Chloe remembered her decision to let Max set the pace. She reached up to her own bra and pulled it off, sighing at the feeling of freedom. Looking down at Max, she found the brunette's eyes firmly fixed on her revealed breasts, and she fought the urge to laugh, instead saying, "This isn't a museum, Caulfield. These exhibits," she cupped her chest, "you can touch."

Max snorted, slowly reaching a hand out to Chloe's breasts, barely brushing her fingertips across the soft skin. "This is hella surreal," she murmured as one of her fingers grazed a nipple that quickly stiffened. "Superpowers might come second to this."

"You're telling me," Chloe said, her voice tight and slightly higher-pitched than normal. "They're not made of glass, either. Squeezing is allowed and encouraged," she added with a smirk. Max did as instructed and earned a soft moan.

Chloe slid her free hand along Max's stomach, this time coming to rest over her breast. She made a low groan, but no protest as Chloe began to gently squeeze and knead in a rhythm, occasionally rolling the hardened nipple between her fingers, causing sharp gasps.

Every time Chloe touched her, Max felt like her body grew hotter. Her jeans seemed too tight as the swollen, pounding feeling between her legs grew worse, and she knew her face and chest were flushed red. After few more minutes under Chloe's pleasurable touch, the need for more outweighed her embarrassment. She took hold of Chloe's wrist, moving it down to the edge of her jeans, hoping that she would understand the silent plea.

Chloe made a pleased sound, deep in her chest, and shifted position, moving her arm back around Max's shoulders and pushing herself flush with the brunette's body. The heat between her own legs was almost at a painful level, but she ignored it. Nothing was going to make her ruin Max's first time. Using one hand, she unbuttoned the brunette's jeans, pulling the zipper down a moment later. She felt wetness on her fingertips when she brushed the front of Max's underwear, prompting a grin, but decided against teasing her. However, when slipping her fingers underneath the briefs, she couldn't help but comment, her voice husky and nearly shaking with suppressed desire.

"Fuck, Max, you're so wet." Her fingers were already drenched as they teased across Max's outer folds, causing a long, low groan of need from the brunette at her side. Chloe looked to her face for permission, even though it was obvious what she wanted.

"Please, Chloe," Max whispered, her voice weak and desperate. Chloe needed no further encouragement, and gently slipped her middle finger into Max's needy heat, reveling in the long, impassioned moan she made. Max was incredibly tight, but extremely slick, and her finger pushed to the knuckle with little trouble. The heat was intense, and she could feel Max's inner muscles flutter and squeeze down around her digit. Chloe slowly pulled out, to another drawn-out moan, and pushed in once again, working her way into a steady rhythm that had Max moaning and clutching at the bed, her body tensed. After a while, Chloe added her forefinger as well, and the brunette groaned loudly as she adjusted to the new, pleasant stretch. Her hips moved in tandem with the punkette's hand, meeting each thrust.

Unconsciously, Max reached up with both hands to her chest and began to squeeze at her own breasts, searching for as much stimulation as she could find. Her whole body felt like it was on fire, and the pleasure from each thrust stoked the flames. A familiar tightness in her abdomen grew, and her muscles tensed tighter and tighter. Chloe's fingers felt heavenly, and she knew she couldn't last much longer.

"Chloe- I'm- I'm gonna-" Every time she tried to speak, a thrust send a burst of pleasure through her.

"Shhh, it's okay, Max. Go ahead."

"No, I'm- gonna- scream-" The flush over her cheeks grew darker as Chloe smirked.

"That good, huh Caulfield?" The punkette's voice was undeniably smug.

"Shutup! Your- parents-"

Chloe suddenly remembered there was a whole other world outside this bed, and swore as she realized Max was right. She grabbed a pillow with her free hand, offering the edge to Max. She bit down hard, making a face at the unwashed taste.

Chloe moved her thumb to catch against Max's clit on the next thrust, and suddenly her world was ecstasy, Unbelievable pleasure overloaded her brain and she was glad of the pillow as she let out a hoarse cry. A flood of juices covered Chloe's hand and her own clothes, but she was too far gone to care. Chloe did her best to keep up with the erratic movements of Max's hips and continued to thrust, extending her climax for as long as possible.

After what seemed like hours of unrelenting sensation, Max stopped bucking and dropped to the bed, completely exhausted. Chloe stopped moving her fingers and gently pulled them from the brunette's heat with a slick noise, prompting a overstimulated moan even as her inner muscles tried to keep the digits inside. Chloe glanced at Max's face, and was entranced by the beauty she found there. Her expression was so peaceful and pure, a slight smile curving her lips even as she fell into sleep. On impulse Chloe looked for Max's camera, and found it peeking out her bag on the other side of the room. Not wanting to get up, she reached out with her clean hand and picked up her cellphone, quickly navigating to camera mode. The blue-haired girl channeled Max as hard as she could, found a good angle, and snapped the picture. Only of her face, of course. She wasn't going to take nudes of her while she was asleep. While she was awake, however…

Her musing was cut short as her phone blipped.

SET AS BACKGROUND? Enter/Cancel

After a moment's hesitation, she hit enter and watched as the photo became the background picture. Note to self: Don't let Max borrow my phone.

There was still the pressing matter of her own arousal, painfully neglected in favour of Max. She considered just slipping a hand down the front of her jeans and taking care of herself, but decided against it. She could wait for Max to wake up. I may as well get comfy. Max is a deep sleeper. Chloe pulled down her jeans and kicked them off into the pile of clothes, leaving herself in only boxers. As she did, she realized how soaked Max's clothes were. Holy shit. That's like… half of her jeans that got wet. Figuring that sleeping in clothes drenched in her own release wasn't Max's idea of a good time, Chloe rolled down the brunette's jeans and briefs together, slipping them off her feet and tossing the damp bundle off the bed. Max stirred in her sleep, but didn't wake. She picked up her discarded tank top, measured its worth in her head, shrugged, and used it to clean her hand as best she could, dabbing at the remainder of Max's release that covered her thighs and between her legs. Max made a grumbling noise, but still stayed firmly unconscious.

Satisfied that they were fairly clean, Chloe pulled up a blanket and shifted position until she could comfortably cuddle with Max, tossing an arm across her. The pleasant warmth from her body made Chloe feel sleepy and she yawned wide, showing off her pearly-white teeth for a moment.. Nuzzling into Max's neck, she was determined to stay awake. But it wouldn't hurt if she closed her eyes…

Chloe fell asleep almost instantly, intertwined beneath the blanket with her best friend… and girlfriend.

Max woke up confused.

The first thing she noticed was that she was dead tired, and her muscles felt sore. Did I pull another all-nighter? Looking at the lazy noon light that filtered in through the window, she panicked for a moment, then remembered she was suspended. No class is a nice perk at least.

Suddenly, she felt a warm arm over her shoulder, and someone pushed up against her back, snuggling into her neck. Max went rigid for a moment before she smelled the familiar scent. The pungent yet not unpleasant mix of cigarettes, weed, deodorant, and some kind of cologne meant Chloe. Except…

Chloe was topless. Max could feel the blue-haired girl's breasts pressed up against her back. Max moved a hand to her own chest and found she was in a similar state of undress.

Actually, naked, she realized as she moved her hand down her body.

Naked. In a bed with Chloe. Who was also naked. Which meant…

The her last memory finally made itself known, and Max looked on it with exuberance and some horror. Did I really scream like that? And then I instantly passed out… Good job, Max.

She felt the need to stretch and did so, wincing at the sore muscles in her thighs and… down there. Chloe moved behind her, moving a leg over hers and mumbling something unintelligible. Max sighed, enjoying the embrace, but felt trapped under Chloe's surprisingly heavy body.

She shoved Chloe's leg off with her own and lifted up her arm, rolling over to face the blue-haired girl. Chloe was still fast asleep and she looked adorable with all the anger and bitterness usually marked on her face nowhere to be found. Max leaned in and gave her a soft kiss that sent thrills down her own spine. Pulling back, she murmured, "Wake up, sleepyhead."

Chloe's eye's fluttered, slowly opening to show beautiful sparkling blue. As soon as she focused on Max, her lips curved into a smile and Max was lost for words.

"I don't think there's a better way to wake up," said Chloe, her voice low and husky from sleep, but full of happiness.

Max simply nodded, and after a moment of silence leaned in to kiss her again. It started sweet and innocent, and devolved as Chloe pushed into her mouth, sending their tongues crashing together. Chloe's hands started to roam, sliding down her body and cupping her ass and moving back up to tease her breasts.

It took a second for Max to realize why Chloe was so ready and raring to go, and when she did she felt stupid. Breaking the kiss after stealing one more taste of Chloe's curiously sweet flavour, she said, "Sorry, Chloe." When her friend only cocked an eyebrow, she added, "You know, for passing out right away. Right after. I know you had to… needed to…" Once again, her words failed her.

Chloe smirked, saying, "I cannot believe you, Max. I fucked you, like-" she turned to look at the clock, "-two hours ago, and you can't even say it."

Max blushed at Chloe's crude language and the vivid images it brought to mind, but she managed to mumble, "I would call it making love…"

"Making love?" Her heart seemed to skip a beat on the word, and she forced down a strange feeling in her chest. Chloe made sure her voice sounded teasing before saying, "You're not forty, Max. We fucked. Well, I fucked you. You need to do it back." There was a note of discontent that she couldn't hide, and it wasn't missed..

Max blushed deeper, feeling guilty. "Sorry, Chloe. I didn't mean to. I was just really tired and-"

Chloe waved a hand, interrupting her excuses. "It's fine, Max. Really. It was actually really fucking hot to make you come so hard you passed out. As well as being a nice ego boost. Now come on, it's time for you to pay me back." She smirked at Max's blush, which looked hot enough to cook on.

"I don't- I haven't-" Max sputtered, worry suddenly plastered across her face.

"I know, I know, you're a virgin. Were a virgin. I'll teach you. What do you want to try?"

Max tried to swallow, her mouth suddenly dry, and tried to speak. After a moment, she cleared her throat and managed to say, "What do you like?"

"Ooooh, a teacher's pet," Chloe teased. "Well… I like oral. And I return the favor," she added with a wink. Max hesitated, but followed Chloe's lead, knowing she'd have to choose sooner or later. Chloe gently guided her to the floor beside the bed, tossing a pillow underneath her legs before she kneeled. Noticing the uncertain, slightly worried look on Max's face, she ruffled the brunette's hair and said, "Cheer up. It's not the end of the world." When Max looked up at her with a quirked eyebrow, she amended her statement to, "Alright, it might be the end of the world. But tomorrow. You can still have fun. And you can't fuck this up, I'm so wound up I'm ready to come the second you touch me."

Still unsure, Max examined Chloe from her kneeling position, looking up between her legs that were draped over the edge of the bed. The blue-haired girl only wore her boxers and a grin, although there was a degree of nervous tension that made Max wonder if she wasn't exaggerating.

"Don't stress it, Max. You'll do fine." Chloe's voice reassured her, and Max decided she was finally ready.

"Okay. What do I do?" Max's voice was nervous, and she made an effort to pull herself together.

"First of all, I gotta get naked." Max reached out and tugged at the waistline of her underwear as Chloe lifted herself up, letting the material travel down her legs. Max's gaze traveled back up, and her breath hitched in her throat as her eyes homed in between Chloe's legs. Her normally pale skin was flushed to red, and beads of her juices painted her inner thighs. Max's libido took control, brushing aside her inhibitions as she practically pounced forwards, her tongue quickly going to work.

"It seems like your eagahhhhhhh-" Her snarky comment was interrupted by a moan, loud and intense for a moment before she bit down on her lip. Chloe's taste was unlike anything Max had ever had before, both sweet and slightly salty with faint traces of flavour that reminded her of a hundred different things. After savouring the first taste, she began to search for more, delving her tongue through and into Chloe's folds, drinking every drop she could find. Chloe was too busy clenching the bed and holding back moans to speak, and Max would have smiled if her mouth was not otherwise occupied. As her tongue plunged deeper into Chloe's heat, a fresh flood of wetness covered the lower half of her face and spilled into her mouth, the taste stronger and more eagerly sought.

Chloe moved her hands to the back of Max's head, interlacing fingers with her hair and holding tight as her hips began to buck and grind into the brunette's mouth. Her hot tongue was driving Chloe to increasing heights of pleasure as it lashed her fluttering, clenching inner walls. Max moved her arms to wrap around Chloe's thighs, keeping herself steady against the constant movement of her hips. Max was relentless, barely pausing for breath before diving back down into Chloe's folds. The sensation was overwhelming, but it wasn't enough. Chloe teetered on the edge, unable to fall but needing it so bad. Through the haze of lust, she pulled at Max's head, bringing her up and forwards. For a moment Max saw Chloe's clit, swollen and free of its hood, before being forced down upon it. Instinctively, she brought her lips together and suckled at the sensitive bundle of nerves.

Chloe's orgasm was sudden and violent, a burst of delicious juices that only splattered her lower face and chest. Chloe toppled backwards, unable to stay sitting up as waves of bliss rocked her body, making her spasm and jolt. A long, fervent moan threatened to turn into a scream before she slapped a hand over her mouth. Holding on for dear life, Max stayed between her legs, still sucking, extending the climax as far as it could go… and further as Chloe crested again. Even past her hand, her cry of pleasure was loud enough to make Max worry, but her cares drifted away as she dipped down to taste Chloe's overflowing essence. The taste was more potent than before, and she greedily drank up even as Chloe twitched and spasmed back down from cloud nine.

Max only stopped when Chloe writhed under her lps and weakly pushed her head away. Pulling away from her reddened, still swollen outer folds, she flopped down on the bed next to the utterly exhausted Chloe, feeling giddy. The fact that she could satisfy Chloe so completely soothed her mind. Even if it was a fluke, it was probably a fluke Chloe would remember for the rest of her life.

Which would probably be a day and a half, if they didn't get out of bed.

"Shit. Duty calls, Chloe."

There was a grumble and something that sounded like, "Fucking seriously?"

"I'm… gonna take a shower. I'm a mess." Max looked down at herself. She was practically painted in Chloe's juices, and she guessed her hair was a bird's nest, but still she felt an overwhelming giddy joy. She wanted to jump up and down, and dance around with Chloe, and run through the streets shouting her name. I guess all that stupid stuff about love is right.

Max peeked out of the door for Chloe's room, making sure nobody was upstairs before she made a streaking dash across the hallway and into the bathroom. She turned the water to as hot as she could take it and stepped into the shower, luxuriating in the heat as her muscles relaxed and her aches and pains quieted. She stood there for a few minutes, enjoying the peacefulness of the moment.

To her surprise, she heard the door open and close, and saw Chloe hobbling inside, walking like an old woman. She pushed open the shower door without a word and stepped into the hot spray, letting out a low groan of satisfaction as the water touched her skin.

"Should you be walking?" Max asked, genuine concern in her voice.

"Ha! You're good, but you're not going to leave me paralysed."

The words struck an unintentional soft spot as it took Max back another time, and reminded her of the choices she made. Tears welled up in her eyes, hidden by the spray of the shower, and she moved to give Chloe a quick kiss.

"Hey, hey, I don't think I can take another round. You were fucking wild Max. I can't believe that was your first time," said Chloe, her praise obviously real. Max blushed slightly, and hugged her, resting her head on the blue-haired girl's bare shoulder. Even though she didn't cry, Chloe still sensed she needed comforting, and she wrapped her arms around Max, the two of them gently swaying in the shower spray.

They stayed like that for quite a while.

But there was a world that needed saving. So off they went.