Kate sighed yet again as Max nibbled on her pencil and stared intently down at her homework. It was completely unfair how Max could look so... Appealing when all she was doing was sitting there and doing her science homework.

Kate sighed again and Max looked up. She dropped her pencil and stood, crossing the small room and nudging Kate. "Hey, you keep sighing. Everything okay?" Kate blushed at having been caught and nodded.

"Y-yeah I'm fine." Max frowned and Kate knew she didn't believe her.

"You know you can tell me anything right?" Kate blushed harder and nodded.

"I know. Thank you." Max nodded and bent down slightly to kiss her temple.

"Okay well if you decide you want to tell me I'll be over there having a great time talking about Oppenheimer." Kate giggled and nodded and Max smiled brightly before dragging herself back to Kate's desk.

Max plopped down at the desk and picked up her pencil, beginning to nibble on it again. God damn it.

~X~

Max sucked at her neck and Kate gasped and let out a whine. Max grinned against her skin and rubbed her hipbone with her thumb.

As Max continued to kiss her Kate had to constantly think of things to cool herself down. Her mother's disapproving face, Victoria walking in on them, actually that one worked a little too well, now she was too paranoid. Max could sense her mood change and stopped kissing her.

"Is something wrong?" Max looked both concerned and a little hurt. Kate bit her lip and shook her head.

"S-Sorry no, it's fine." Max frowned and bit her lip.

"Are you sure? Do you want me to stop?" Kate shook her head and pulled Max close again, kissing her again.

"No, keep going." Max hesitated but Kate pulled her closer and kissed her insistently. Max sighed but let Kate take the lead as they resumed kissing.

~x~

"Stop, stop stop." Max practically flew from her body, concern twisting her features.

"I'm sorry, I'm sorry! What did I do wrong? Are you okay?" Max looked so concerned and upset that tears sprang to Kate's eyes. Max immediately reached out to wipe them away. "Kate? What's wrong?"

"I'm so sorry. I'm sorry Max I didn't mean to upset you." Max stroked her cheek and frowned.

"What?"

"We need to stop right now." Max nodded and immediately moved, giving Kate her space without a word. Kate curled her knees to her chest and took a few deep breaths. "You're not going to ask why?"

Max shrugged and rubbed her arm. "You'll tell me when you're ready."

Kate sniffled and bit back tears. This girl was far too good to her. Max crawled over to her and took her in her arms. "Hey, hey, whatever it is you don't need to cry about it. It's okay." Max held her tightly.

"We needed to stop because I can't... If we keep going I'll have too much trouble getting myself to stop." Kate admitted quietly, ashamed. Max rubbed her back and nosed at her hair.

"Kate, you could have said something I would have understood." The blonde bit her lip.

"I just... I didn't think you'd like it. You have needs and i just want you to be happy."

"Oh Kate." Max gripped her chin and tipped her face up and kissed her tenderly. "Kate, you being happy and feeling safe and secure in this relationship is so much more important than my 'needs.' I mean seriously. If my so called needs ever get out of hand, well no pun intended but my hand works just fine." Kate giggled a bit and smiled. Max grinned back. "If you want to wait until marriage that's fine and I respect that. Seriously if you need to stop and cool down just tell me from now on."

Kate smiled and tipped her head up and brought Max down for a kiss. "I don't know what I did to deserve you." Max shrugged.

"I could say the same about you angel." Kate blushed and buried her face in her shoulder at the nickname.

"Thanks Max."

"Any time. So cuddles and a movie?" Kate smiled and nodded.

"Yeah, that sounds really nice." Max smiled indulgently and kissed her forehead before slipping off the bed to fetch her laptop and her limited dvd collection.

Kate sat back and smiled. Max really was the best thing to ever happen to her