It's a Tuesday night, just four days after they had driven through a decimated Arcadia Bay, that it all falls apart. Chloe's sitting on the end of her rusty pick-up, the tailgate gaping open as she smokes her third joint of the night. Max peers through the curtain of the roadside motel that they had checked into a few hours ago, and watches Chloe take a final drag, her fingers pressed tight to her lips.

She decides it's time to take action. Pushing her way out of the room, the termite riddled door squawking on its hinges, leaving no hope of a subtle entry, Max approaches the quivering girl. "I think it's time we head to bed Chloe," she murmurs softly, reaching out and brushing her hand along Chloe's taut forearm and down to her clenched fist, where she tries her best to untangle her shivering fingers.

"You go ahead," Chloe tells her in reply, her voice hollow, "I'll be right with you."

Max feels like her gut has just been punched in. But she's been through worse things this past week. This she can handle. Resolutely, she hops up on onto the back of Chloe's truck alongside her, but giving her a hairline of space. So she can choose what she wants to do with Max.

She waits a few moments for Chloe to respond to her unspoken refusal. When Chloe doesn't, Max nudges her side softly, then speaks, "You know I can't do that, Chloe."

"No, you're right, I... I'm sorry," Chloe starts after a moment of shaking. "I just...," she quivers again, as if she stopped. She instinctively paws at her jacket for another roll, but stops herself. "They're not helping anyways."

"Then let me?" Max offers quietly, reaching over and placing a soft, steady hand on Chloe's knee. It's immediately obvious that it's jiggling back and forth as well.

"I know I should Max but I...," Chloe tries, but her words choke in her throat, and her whole body finally stills. But it's not a stillness that accompanies serenity, it's more one of an animal, cornered and alert to all dangers.

Max knows she needs to stay quiet, and let Chloe process. But Chloe's been doing this too many times these past few nights for her not to want to push further this time, to get an answer out of her. It's been killing her that Chloe's been drawing away, and now she needs to know why.

But not out here. "Come to bed with me?" she asks as she hops off the tailgate, and offers her hand.

Chloe, not missing a beat even in her oddly reclusive state, lets a sly grin slip onto her face as she ignores Max's hand and jumps down after her. "Damn Caulfield," she snickers, shutting the tailgate with a loud, creaky bang. "If I had known that tonight was gonna be the night you were gonna make your move, I would've put a little more extra effort into shaving certain places."

Max groans, a furious blush painting her face with a red bright enough to be visible under the moonlight. At least she's smiling again. For now, Max thinks as Chloe swaggers her way into the room, holding the door open for Max as she waggles her eyebrows at her. "Oh my god, stop," Max rolled her eyes, reaching up to the roof in the middle of the room to grab the chain for the light bulb. "What a dump," she grumbles as her fingertips just barely reach, "Can't even afford real light switches."

"Let me," Chloe quickly steps up and easily yanks on the chain, bathing the room in a grimy yellow tinge. "There," she murmurs, and it's then that Max realizes just how close Chloe is behind her. Her front is pressed subtly against Max's back, and Max feels her heart speed up almost imperceptibly as Chloe's breathing causes the hairs to stand up at the back of her neck.

"Right, okay," Max clears her throat and steps away, rubbing her neck out of awkwardness and to rid herself of the prickly feeling there. Or to capture it. "I'm going to, uh, go get changed, okay? At least they have an adjoining bathroom here...," she mutters, going to the bag at the end of the bed and gathering up a pair of loose sweats and a baggy t-shirt into her arms. It wasn't ideal for pajamas, but it was all that they had managed to salvage from Chloe's house.

"Sure thing," Chloe responds, and she seems.. off again. But in a different way than before, if that was possible.

Anything's possible after this crazy week, Max thinks to herself as she pads into the bathroom and shuts the door behind her, leaving it open just slightly so she wasn't entirely closed off from Chloe. Hopefully she'll tell me what's going on with her. I don't think I can stand another night of this. Whatever this is.

After a few minutes of stalling in the bathroom by brushing her teeth and needlessly fixing her hair to ensure that Chloe has had the time she needed to get changed as well, Max pokes her head out of the bathroom, noting that Chloe had turned the light off again.

Then she sees Chloe curled on top of the bed sheets on the side closest to the window, fully clothed and facing the thin strip of light that pours in from the curtain gap.

Oh.. Chloe, Max laments in her head, quickly crossing the room and settling herself onto the other side of the bed. "Hey," she greets gently, propping herself up on one elbow, reaching out with the other hand to touch Chloe's elbow gently. "You're not changed."

"Couldn't find anything at the house back in town," Chloe says, and Max withdraws her hand, knowing she's lying. She had seen Chloe's spare change of clothes lying next to herself before she went to get changed.

But she decides to let the words stand. And attempts to address the underlying problem. "Chloe...," she starts with a gentle probe, before taking in a breath and deciding just to go for it. "You gotta tell me what's wrong. How can I help you if-"

"I don't know why you do," Chloe speaks suddenly. Her tone isn't sharp, but it's brittle and its broken, and the pieces are a scattered minefield that Max now has to carefully navigate. "I mean, I didn't deserve- no one's ever done so much for me, and there's no way I can repay you and... Jesus Max!" Chloe whirls on the bed suddenly, nearly kicking Max in the shin with her still-booted foot. "People died because of me! Why didn't you let them live?!"

"Chloe," Max starts seriously, and pushes herself up into a sitting position, resting against the rickety headrest of the motel bed, patting the space beside her a few times, not speaking again until Chloe was mirroring her position. "You're right about one thing. You didn't deserve this. Any of this. Neither of us did. Your dad shouldn't have died, I shouldn't have abandoned you, Rachel shouldn't have been murdered... you didn't deserve any of that. But don't you think for one second that you need to repay me for anything, okay? You can't buy me Chloe, not with anything. You don't need to. Because I'm already sold on you. And there's nothing in the world that would make me trade you; I already told you that. Do you believe me?"

"I do! Or..," Chloe says earnestly, then a struggle appears to tug its way across her face, and she snaps her eyes closed for her next words, her fist clenching on top of her thigh once more, "At least.. at least I'm trying to. But I just.. I don't understand why you would-"

"Chloe, stop right there," Max commands, with a simultaneous firm yet gentle tone that halts Chloe in her stumbling words. "It's because I love you, okay? Everything I've gone through this week, seeing you die over and over again, going to hell and back, fucking with time because I couldn't live in a world that you weren't in... it was all for you. Because.. because of how I feel about you, because of who you are. Because you're Chloe Price, my partner in time, in crime... in life. That's why I let all those people die Chloe. For you."

Chloe is silent for a long moment, and Max can tell by the way her bottom lip is quivering ever so slightly that she's trying her hardest not to cry. Don't smile Max, she tells herself as Chloe takes a moment to rub the heel of her hand into one eye, This is a serious moment. Don't ruin it.

Finally, after several long moments, Chloe speaks again, her voice heavy with emotion, "I don't know what to say Max," she tries, opening and closing her jaw a couple times, but no other words fell from her lips. She looks over at Max then, shrugging her shoulders helplessly, looking for an explanation.

"Don't say anything then," Max murmurs, biting her lip and gathering her courage. After all the shit she's gone through this week, kissing Chloe Price for real shouldn't be the most intimidating thing she's done. But somehow it is, because she's real and she's right in front of her and Max has never felt more alive and more scared out of her skin than she feels right now.

Chloe's eyes narrow slightly in confusion at Max's sudden freeze, but then another teasing smirk escapes from her lips. "Need a tutor, hippie?" she asks, shifting closer to her on the bed. But underneath the bravado, Max can see that Chloe's just as nervous as she is.

"You wish," she teases right back, before boldly cupping Chloe's cheek, and meeting Chloe's lips in a gentle and warm kiss. It feels like home. It feels like safety. It feels like a new beginning.