A/N: Absolutely amazing episode on Saturday night - all focused on Zoe. Although it took me a while to get my head around what was going on. I didn't get to watch it until last night though because I didn't get back from my silver DofE until yesterday so I spent this morning writing a really long post ep. I'm uploading it in two parts because I'm up to 2600 words already.

"You love your job and Max loves that about you, maybe you should take time to notice that"

"I don't know Tess" said Zoe shaking her head "I guess I just don't want him to feel trapped."

"Trapped?"

"Yeah I mean he… he's going to want a family Tess" she replied looking away "And if he knows the truth he's either going to run for miles or feel like he has to stay. I don't know what to do anymore"

"How serious is it?"

Zoe shrugged her shoulders in reply thinking about the ring on her tray this morning "It was a bit of fun, that's all it was" she explained "But then it just sort of escalated and I left."

"So that's why you left last year?"

"It wasn't the only reason but yeah, I thought I was being immature and stupid and that I should just move on."

"But you came back."

"I came back to help Connie but Max wouldn't leave me alone. Wouldn't accept that we'd broken up and I didn't want to get back together."

"He did that because he loves you and I know he does because he tells everybody who will listen to him and I think, however much you try to suppress it, you love him back."

"Yeah" Zoe said quietly, nodding "But I can't hurt him Tess."

"You would by leaving him though, you'd hurt the both of you."

"But I have to make the decision of what would hurt him the least. Us breaking up or me telling him the truth and making it obvious that I've been pulling him along for the ride."

"You haven't been, you just weren't ready to tell him." Zoe didn't say anything so Tess continued "Look I don't know the details about your relationship but I do know that if it's at the point where I think it is then you need to tell him now before it's too late."

"I just don't want…

"I know what you're afraid of Zoe but Max isn't Nick. But, if you leave it too long like last time or try and pretend otherwise you're not making life any easier for either of you"

"I know" she said simply then asked "Why isn't life ever simple Tess?"

"Because otherwise there would be no fun" Tess smiled.

Robyn opened the door "ETC in five minutes" she said.

"You were saying" said Zoe

"Just talk to him" Tess told her as they followed Robyn out of the room.

Zoe nodded "I will"

"Why does Zoe always run away from everything?" Max asked Dylan while they were standing behind reception

"Sorry, are you talking to me?" Dylan said taking his headphones off

"Why doesn't Zoe trust anybody?"

"Why what has she done now?"

"Nothing, she just refuses to do anything that will make her happy"

Dylan studied Max for a moment before realisation hit him "You proposed didn't you?"

"How did you get there from that?"

"But you did didn't you?"

Max sighed "She didn't let me, I think she saw the ring box which is why she left quickly. The least she could do is explain why she doesn't want to marry me instead of avoiding the question."

"Who says she doesn't want to marry you?"

Max looked up surprised "Well if she did she'd have let me ask her."

"Have you ever thought that there might be other factors involved and it's not just about what she wants?"

"Like what?"

"It's not my place to say" said Dylan "But you do need to know before you propose and although I think Zoe may be ready to marry you, she's not quite ready to voice her problems however much she might want to."

Max thought about that carefully for a minute "Ok" was all he said before turning away but Dylan stopped him.

"Max wait. Look I don't know if I should be telling you this but she's been engaged before"

"Really?"

"Yes and the reason she didn't marry him was because she'd lied to him because she was scared to tell the truth and he left her. Now, I know that she hasn't lied to you and she doesn't want to but I think part of it is knowing you won't run away when she finally does tell you what's wrong."

"I won't leave her" Max said shortly.

"Then you need to tell her that."

"Don't you think I have?"

"I don't just mean imply it, actually tell her and mean it when you tell her because you will be shocked and will probably need time to clear your head, but she needs to know that you won't leave. Then I think she'll be ready to tell you."

"I don't want to force her into telling me anything."

"And you won't if you just give her a little bit more time."

Max nodded "Thanks, anyway nice talking to you mate, but a hot girl is in need of assistance" he said indicating to where a women was stood looking lost.

Dylan rolled his eyes, how Max could joke about things like that after a serious conversation about marriage, he would never know.

"Max" Dylan called after him. Once more making him stop and turn around "Just don't hurt her, ok."

"I won't" he promised.

Zoe was waiting for Max outside after a really long shift. It was pouring down with rain but she needed space to think. What Tess had said made her realise that it wasn't fair to keep this from Max any longer than necessary – somehow she needed to tell him the truth.

She turned when she heard someone walk out of the front door and smiled seeing who it was.

"Come on" he said grasping her hand and pulling her away from the ED.

She rested her head on Max's shoulder as they left the hospital together. "I'm sorry about this morning" she said "I didn't mean to be rude I just wanted to get there early and… but it was pointless anyway."

"It wasn't pointless. Yes 2 people died today but others survived because of you. You save lives every day and it's not your fault when someone doesn't make it. There was nothing you could do to save that little girl, she was already gone."

"But maybe if-

"Ssh don't Zoe, don't think about it"

"It's just hard" she said blinking back tears

"I know, I know" he said soothing her

He left her for a minute before speaking again "We don't have to have that chat either if you don't want to."

"Yes we do Max."

"No we don't" he said "We don't need to talk about anything until you're ready."

"What do you mean?"

"I know you saw that ring this morning-

"Max I-

"And I know you're trying to avoid the topic" he said louder so she couldn't interrupt him "But I also know that there is something you're keeping from me that you don't need to talk about for my sake. Don't tell me until you're ready."

"Who have you been talking to?"

"Dylan… but don't be annoyed he didn't tell me anything important. I still don't know you're secret" he smiled

"Do you realise how amazing you are" she said

"I know I'm pretty amazing." Max said then added "ouch" when she elbowed him in theadded.

"I'm serious"

"I know you are"

"How badly do you want to get injured tonight?"

"In what form will I be punished?" he asked.

"Max!" Zoe protested laughing.

He laughed "Go on then, why am I amazing?"

"After that I take it back."

"Oh I'm sorry" he said making puppy dog eyes.

She smiled and pulled him to a stop, turning to face him "All I meant was that you're amazing because most guys would pester and pester me until I told them and I know you want to know but… you're amazing."

"I love you Zoe, and I need you to know that I'm not going anywhere and I will always be there for you no matter how bad it gets. I mean it, whenever you tell me and whatever you tell me it won't be bad enough to make me leave."

"You don't know that."

"I do because I love you and I don't want to leave."

"But it's not fair on you to put you through this, you're too young and too… whole to stay with me, when… it's not fair."

"Zoe stop trying to make excuses. I'm not leaving you, especially not because you think it's the right thing, and I don't want you to leave either because if you do I will just follow you until you vome back to me again. I love you and know you love me back so just trust me when I say I'm not going anywhere."

"God I love you" breathed Zoe reaching up and pulling his head down to meet hers, when they finally came up for air Zoe spoke "Not here right now. Follow me" she decided grabbing his hand again and leading him round the corner and towards the back of the buildings.

A/N: More to come...