[Chloe's POV]

You've never been this gentle with someone before, but here you are giving her kisses light as a butterfly's wings. You've never been this patient with someone before, but you swear you must be eligible for sainthood for the amount of times you've had to bite down your arousal. You didn't mind though. Max Caulfield was always brave, and her courage had only grown since that terrible week in October, but this was different. You know that this was different. She was vulnerable, and you didn't want to pressure her. After all of the shit she's been through, you could at least put your physical desires aside.

You bring your hand up and softly cup her jaw to deepen the kiss. She exhales slowly and you can tell that she's content and it makes you smile against her lips. You've been in this situation so many times before. Kissing for what seems like an eternity, slowly building until she laughs and suggests that you both should get up and actually do something productive.

Although she had never said it, you could tell she was nervous about going further, or maybe the time just wasn't right yet. It's been half a year since the storm, and you don't blame her for needing more time to open herself completely up to you. Hell, you still haven't fully recovered. You have always dealt with loss and sadness in a different manner than Max, though.

You gently pull away to break the kiss. You do this sometimes, so she can have a chance to put on the brakes if she wanted. Honestly though, you do it to be able to look at her dorky face. She always looks so cute right after you've kissed her. She doesn't say anything though. She just looks at you from under her brown fringed bangs and worries her lower lip. You take this as a sign to continue, so you kiss her and gently push her shoulder down so that she's laying on her back. As she moves backwards, you place yourself on top of her, making sure to not break the kiss as you both shift positions. You hold your weight on your elbows so you can take her face in both of your hands and she responds by placing one hand on the side of your torso and cupping the other near the back of your head to entwine her fingers in your hair. Being on top of her makes you heart begin to pound and you try not to let your thoughts get ahead of you.

Without even thinking, out of instinct, you press your hips against hers. You can't help it, really, and Max doesn't seem to mind. You push again, harder this time, and she bunches your shirt in her hand, making a fist inside the fabric and pulling softly. You feel her lift your shirt up slightly, and then stops, as if she was deciding on weather to continue dragging it up.

"Max..." is all you manage to spit out. Quite frankly, you're unsure of what to say, so you pause and hope she fills the silence.

"I want to," she whispers tentatively.

You sense the hesitation so you continue looking at her, raising a brow to prompt her to continue her explanation. She understands your gesture, sighs, and continues.

"I'm just nervous about letting you down. It's no secret that I've never done anything like this before," she lowers her eyes and looks to the side.

"Uh, Earth to Max, there's no way you could let me down," you state matter-of-factly. She's still averting your eyes though, so you go on, "Besides, we can stop at any time, dude. I promise I won't freak. You know I wouldn't."

You soften your face to express that you're genuine and she must believe you because she's comfortable enough to meet your gaze now. She nods and gives you a small smile, but her brows are slightly pulled together in a worried expression. You want so much to take her anxiety away. You've never been with someone inexperienced before, but you vow to do all the things you wish were done to you during your first time. Max Caulfield, man. She makes your aloof punk rock exterior look like it's a sham.

You bring your lips to hers again and you can feel that her lips are tense. With deep, slow breaths, you urge her to relax by kissing her sweetly. It's comforting and familiar to her, so she soon softens beneath you. She puts her hands back on your body and you know she's regained her confidence. You begin to slowly lift her shirt up, ready to stop if she says the word. She doesn't say anything though, she just breaks the kiss to lift her arms up and allow you to continue to undress her.

You've seen her in a bra before at the swimming pool back at Blackwell. You remember trying to catch glimpses and not seem obvious that you were checking her out. Even though you've started your lives anew together outside of Arcadia Bay, she's never changed in front of you. Max had closed up after she made the decision to sacrifice Arcadia Bay and save you. You didn't blame her, and you didn't take it personally. Over time she slowly opened up again, and now she was breaking down the last barriers of the wall she had built up.

You let yourself take her in, obviously checking her out this time. You think her black bra with thin white trimming is simple and endearing. You've seen it in the laundry before and have pondered what it might have looked like on her, and you were pleasantly delighted with the reality. She's sitting up now, holding one arm with her other hand and worrying her lip again.

"Max, you've got a hella bod," you joke, trying to lighten the mood and make her feel more at ease. She gives you a crooked smile and leans forward to lift your shirt up. You chuckle to yourself at her eagerness to match you with her amount of nakedness.

You continue looking at each other, quietly admiring each other's bodies. Fingertips brush against your stomach, and you look down to see her drag them up towards your breasts. She takes her hand away and you look up to meet her gaze. Her eyes are burning, lips slightly parted and for a second you feel like the inexperienced one because you're staring back with a dumbfounded look on your face.

You can't believe it when she unbuttons her pants and drags them down, kicking them off when they collect as a heap at her ankles. Damn, Max, way to take initiative, you think to yourself. You peel your pants off too, wanting to make her more comfortable but also excited to have less layers in between you and her.

A brief stillness falls over you two, and you can tell she's unsure of what to do next. You lean forward and kiss her softly, pushing her back onto the bed. Your kisses quickly become greedy, and both of you start breathing heavier. You bring a hand to the side of her torso, and slowly glide your hand to her back, resting it over the clasp of her bra. You pull back and look at her inquisitively, silently asking for her permission. She closes her eyes and nods, visibly gulping down her apprehension.

With one hand, you expertly unhook her bra. The skill and dexterity of the act sadly went unnoticed by Max, but you decide you would jokingly brag about it later after the tension had dissipated. The bra loosens with a snap, and she helps pull it off her shoulders. You notice a pink hue invade her freckled cheeks and you find it adorable. As much as you wanted to, you feel like staring would make Max uncomfortable, so you settle for a brief glance and lean in close to plant kisses on her neck. You move up one of your hands to cup her breast, making her breath catch in her throat. Her skin is achingly soft and you're delighted at how her breast fills your hand perfectly.

Her arms snake around you and fumble with the clasp of your bra. After a few moments she successfully unclasps your bra and it falls down your arms. You move your arms out of the straps and hastily toss it aside. You're not shy, so you sit up to let Max look at you. Truth be told, she's probably seen you topless before. You change in front of her often but she would always pretend to not look. Or maybe she was too embarrassed to.

Now she's sitting up a little, leaning back on her elbows. You find it amusingly charming that she tries to hide the fact that she's looking at your breasts, even with your obvious open invitation to gawk. You notice that she seems to be more embarrassed when there's distance between you, like she doesn't know quite how to act when you're not close to her, so you move closer to her and kiss her. You do your best to kiss her slowly and encourage her to relax again, but you're starting to lose your resolve. You desperately want to just go at it, take her and make her scream. You succeed at holding back though, and she absent-mindedly falls back down to the bed, distracted by your lips working her bottom one.

You wait for her breathing to even out a little and then you shift your weight to one elbow so that you can start exploring her body with your free hand. Her skin feels hot and your fingertips tingle where your skin touches hers. You palm her stomach and drag your fingertips down to her hipbones, drawing light circles over the taught skin there. You almost lose it when she lifts her hips upwards, her body language begging for your touch. You have to take a break from kissing, requiring so much oxygen that you need to breathe through your mouth.

"Chloe," she breathes, "keep going," and you're surprised at the somewhat demanding tone in her voice.

Your head is buzzing and you almost feel dizzy, but you duck down to peel off her underwear. You quickly drag downward, and she lifts her butt to help you undress her. You see the darker patches on the fabric where her wetness had seeped through and you badly want to taste her. She would probably want to be eased into this though, so raise yourself up to be level with her head again and position yourself like before. You look at her face before you touch her and she looks back at you with half-lidded eyes. You move in to kiss her forehead as you move your hand to touch her wet folds. She pushes hard into your hand, and it makes you both gasp. You begin moving your hand in lazy circles and a moan starts to escape from her before she quickly buries her face in your neck, muffling her noises.

"You don't have to do that," you laugh, "You sound hot."

You shift the lazy circles into faster ones, and it earns you another moan, unmuffled this time. Her noises were even better than you imagined and now you really start to falter. You move your mouth down to her breasts and take one of her nipples into your mouth because you can't concentrate enough to kiss her well, and frankly, neither can she.

You adjust the circles in the tiniest of movements, using her twitches and noises to find her sweetest spot. She writhes under you, sometimes bucking her hips or rolling her shoulders back to push her chest up toward you. It drives you completely insane and you need to find an outlet because it is all just too much. You lift your head slightly and bite into the muscle of her shoulder, giving you some relief. She reacts with a raw moan that rips from her throat and you smirk wickedly to yourself. Her reaction prompts you to move your hand even faster, and you feel her violently tense up beneath you. She pushes her hips into your hand and keeps it there, begging for more pressure. You can tell she's close, but you don't want it to end yet so you move your hand lower and slip your middle and ring finger into her.

"Fuck," she whispers, so quiet that you think you may have imagined it. You pump slowly and press the heel of your palm against her clit. You don't know when she entwined her fingers in your hair, but now she was pulling hard and you grunt pleasurably in response. With each thrust she raises her hips slightly, trying to get more contact with your hand. She starts rolling her hips faster, and you respond by quickening your pace. Her noises become shorter, more intense and you can tell she's getting close again.

You bury your face in the crook of her neck and line your ear up with her mouth, enjoying the lack of senses so all you can focus on are her noises and the feel of her on your hand. The room feels hot, and a thin layer of sweat covers the parts of your body that are touching her. You work harder, leaning heavily on her and grunting with exertion. You feel her body slowly tighten underneath you, back arching, and she suddenly spasms. She moans your name loudly in your ear and it causes a pleasant tingling sensation on the side of your head. She relaxes quickly, and you can hear her breathing heavily. You lift your head up and smirk at her and she gives you a lazy, lopsided smile in return. You slump sideways and lay on your back next to her and she shifts to her side to look at you. God, that was exhausting but so, so worth it.

"Wowser," she breathes and you laugh because it was so damn predictable for her to say. She knew it, too, because gives you her best smug grin and chuckles too.

At first, you're confused when her expression changes to an apprehensive one again. You follow her gaze and realize she's looking at your underwear. It reminds her that there's still something new and unfamiliar left in this interaction. Nevertheless, she raises her eyes again, looking at you while she brings a hand to gently stroke the side of your face. She slowly traces down your neck, moves in between your breasts and stops at your stomach. You watch her face with a silent intensity as she journeyed downward, her eyes following her own hand. She bites her lip hard and you can tell she's lost again. You quietly take her hand in yours and guide it underneath the waistband of your blue boxer briefs.

Her eyes widen slightly when she finally feels you and you bite back a short moan. You move your hand in a circle, directing the movement of her hand underneath yours. You leave her hand, moving yours away so that you can quickly pull down your underwear over your butt, giving her easier access to you. She continues moving her hand where you left it, and you toss back your head in pleasure. You let out a variety of soft moans and it must give her confidence because she kisses your extended neck hungrily. The unexpectedness of it makes you gasp and a wave of warmth washes over you. You buck your hips up and she hums against your neck, the vibration of her vocalization bringing along another pleasant feeling. She has a sort of power over your body and she's loving it, the little shit.

Mirroring what you did to her, and perhaps also out of her own curiosity, she shifts her hand down and thrusts two fingers inside of you. Her movements are clumsy at first, but she soon figures out how to best make contact with your most sensitive parts.

"Harder, Max," you instruct huskily.

Her eyes widen slightly at your demand but she drives her fingers deeper into you. You inhale sharply and your back spasms, arching upwards, and you see Max smirk hotly in the corner of your eye. You can tell she's really enjoying this and it's enough to bring that familiar, delightfully tense sensation. Your muscles slowly start contracting, sensing the release coming and you beg her not to stop. She pants, hot breath blowing against your neck and quickens her movements and it sends you over the edge. You stiffen and let out a loud throaty moan, throwing your head back again. A violent pleasure tears through you and radiates through your belly and chest. It inevitably ends and you relax, knotting a hand in your blue hair.

You turn your head to look at her and you both look at each other, breathing hard. Her eyes look different, somehow, her eyebrows angled in a way you haven't seen before. You couldn't quite put your finger on it, but it didn't matter because she looked beautiful.

"So?" Max prodded, raising her head to lean it on her hand and grinning. You can tell her smug expression meant that she already knew your answer.

"I pledge allegiance to Max, and the power for which she stands," you say humorously and she laughs at your lame smartass response.

You lift your arm up, miming for her to curl up next to you and she scoots over close to you. She lays her head on your chest, sighing contentedly as you play with her hair and it makes you smile to yourself. You've never been this sappy with someone before, but you swear you could do this forever.

AN: Ya'll I'm so sorry for bad grammar, I don't actually write often. I wrote this for fun so I didn't stress too much about those sorts of things so plz forgive me. Anyways, thank you for reading and I hope you enjoyed it! UPDATE: Just made some minor changes to some sentences. I wanted to edit this some more before I posted but was too excited. Prob will keep changing minor things when I'm bored #sorry

UPDATE #2: I've decided to work on another chapter! I write in short bursts and I hope to have it done by mid January, for those who may be interested in seeing more then be sure to follow!