A/N: Obviously, spoilers aplenty for much of Chapter 2: Out Of Time. Don't read unless you've made it all the way to the end.


I run to find her, fast as my feet will take me, making up the ground that the bus route refuses to cover. But that's not the reason my heart is still pounding in my chest; not really. I'm almost there, just a few seconds more; almost next to her. Next to Chloe.

The setting sun frames her lithe form, shards of blue-dyed hair bandy about in the breeze. The eclipse has finally passed and...oh God! How the hell am I still not complately freaking out over that? The snowstorm was one thing, but an eclipse? One that wasn't predicted? I mean, maybe Warren made a mistake, right?

But I realize I'm just lying to myself, just as I realize that I'm falling apart so fast because of it. I only THINK I'm not reacting. The truth is that it's all finally hitting me at once: everything that happened today, everything I did with Chloe, and then what happened with Kate on the roof. And…

...Oh God. I actually went through with it. What the hell happened to finding proof, Max? What the hell happened to waiting until the right time before telling anyone? But no, I told the Principal what Nathan did. Hell, I told Nathan I knew what he did, right to his face!

This has been the absolute worst day of my life.

But when I finally make it to her, to Chloe, and shes only inches away now? In that moment, I realize it's also been the best.

She turns my way, clearly not expecting to see me. Probably because I didn't warn her. I just ran as quick as I could, the moment Warren and I saw what was happening to the sun. And yes, I'm probably a shitty friend for just ditching him like that, but all I know is that I was suddenly running on instinct. I absolutely had to see Chloe.

She definitely doesn't see what happens next. Hell, I don't either, until I'm already doing it..

My arms, around her neck, one hand buried in the hair on the back of her head. Mouth pressed to her own. I'm not going to say I'm a good kisser. In fact, I'm pretty sure I'm lousy at it. I haven't had a lot of practice, just a couple of boys over the years. Moments of time that were born out of expectation. Nothing that clicked, nothing that felt...right.

Not like this, right here and now.

She pulls back, and I can still taste her on my lips, just a little bit. Cigarettes and beer, but still; it's good. It's her. It's familiar and all I want or need at the moment.

"Max, what...what was that all about?"

I search her face, immediately regretting what I've done.

What the hell was I thinking? I'm not that way! I mean, she's my best friend. Was. Is again? Why am I doing this?!

"Chloe, God, I'm just - ". I stammer out some sort of explanation. It takes me two - or is it four- times. I'm rewinding over and over again, on instinct now, losing myself until I barely know which version of reality I'm even in anymore. There's a roar in my ears, a pounding in my temples that's reminding me that I need to calm down and get through this. At the very least, I can take it all back: the kiss, and whatever comes forward. I mean, that's probably what I'll do anyhow, when it's all over and done.

But Chloe isn't angry. Just confused, I think.

"Chloe, today...this whole day. All I've done is just watch - I mean. Oh God, I am so, so sorry. Again. About not calling you, not writing at all, over the past five years. Just leaving you behind, when you needed me the most. There's nothing I can do to make up for that, ever." I can barely see through the tears welling up in my eyes. "I just spent the whole day watching you die, over and over again. Trying to save you, trying to figure out how to get it right. And then saving Kate, and I think I broke something inside, Chloe. I think I broke the whole world, even though I'm trying to do the right thing. I mean, did you just see that eclipse?"

Chloe gives me the devil-may-care grin that she's worn on and off throughout the day. The one that tells me that I need to chill, and everything is going to be okay. And when she gives me that smile, I feel it warm the cold in my bones, and I'm dying to pull her close again.

"Yeah, that was pretty killer, huh? Didn't even realize one was going to happen today." Her thumb reaches up, brushing the tears out of my eyes. I let my head lean in, while it happens.

"It wasn't." I whisper out. "Warren said it was a fluke. That there wasn't supposed to be one today."

Chloe shrugs, gives me a look. "Yeah well? Maybe Braniac forgot? Got the dates mixed up."

I shake my head sadly, and look back up at her, and mouth out the words, "You know he didn't."

She accepts it, then tilts her head. I can practically hear the gears go *ka-thunk* as what I've told her starts to sink in.

"Whoa. Waitwaitwait! You just said you saw me die? All day? Uh, I'm pretty sure I'd remember - no. Wait. Fuck it, how stupid do I sound now? Of course I wouldn't"

With a sob, I break down, almost falling to my knees. Chloe, she catches me. Keeps me upright, back on my feel. Keeps me...

...safe.

It all comes out at once: what happened at the junkyard. Telling her to shoot at the bumper on that old junker. The bullet ricocheting off, and bouncing back right through her chest. Watching Chloe bleed out in my arms, as she desperately begged me to "go back! go back!". And I do. A stupid, stupid mistake, one that ends lives and changes others irrevocably. You know, for normal people. But me? I take it all back, change her fate. We'll probably laugh about it, someday.

She breathes out a soft "Jesus!" as she listens. But that was hardly the worst of it.

"And then, afterwards, with the train?"

Seven. That's how many times I stood and watched helplessly as that train crushed her under it's wheels. How many tries it took me before I figured out how to get it all right, how to push through the panic, keep control. Cut through the pain in my head and the knots in my stomach. At one point, I even thought about using the axe on her leg, but I couldn't bring myself to do it, even if I could just take it back.

She hugs me tight, and I just...sorta...melt. All the air goes out of me, in a good way. Like slipping into a hot shower. I tell myself it's just relief, nothing more. I'm just glad I'm finally getting this all off my chest.

I'm lying to myself, but I don't realize that until a lot later.

Chloe though, she's just laugh a bit, smiling. Bravado, probably, but still, it makes me both furious and giddy at how cool she can be about everything I've told her.

"Christ, Max. Seems life really has it in for me, huh? Three times I shoulda died, but I guess the bitch didn't realize that I got my own personal guardian angel now. Ha ha!"

I glower at her, scrubbing at my face and hair, "Chloe! That's just it...I'm scared. Whatever this power I have is, I'm scared of losing it, if just because...what if you're right? What if the whole point is to try and protect you. Protect Kate. It's like...something evil is coming. Something trying to kill anyone decent in this town. And maybe I'm breaking everything, trying to fix it and…"

I don't want to die. I don't want anyone else to die.

Whatever more I'm about to blab out is shut off as Chloe pulls me against her and kisses me. And honestly, she's a lot better at it than I am. I wonder where she's gotten the practice. There's a stab of just….uuuugh! Jealousy, really, and a name that floats through my brain.

Rachel Amber

But all that evaporates, as her tongue is playing against my lips, gently pushing them apart. Someone's whimpering...I guess it's me. I'm really warm and flush, in some kinda embarrassing places. But I just look at her, when she pulls back, and I'm smiling.

I'm really smiling. For a few precious seconds, The Worlds Biggest Freakout staring Max Caulfield goes away. The last few fingers of sunlight are dipping down under the horizon, but all the light I see is coming from her. From Chloe. She's so beautiful.

She cants her head, and softly states, "Seems we got a lot of shit to talk about, maybe?"

I shake my head, sadly. I'm scared again. But this time, it's because I'm absolutely certain I've just screwed up my relationship with my best friend. Complicated it. Made it...really, really weird.

"I'm going to go back." I tell her. "I'm alright now. Thanks. Seriously. I needed that, but I think I should just go back -"

I don't get a chance to finish. Somehow, she knows how I'm about to do it, grabs my wrist as my hand comes up, and stops me.

Her eyes narrow, but her gaze is intense. It holds me completely in its thrall.

"Don't!" she cries out. and there is a hurt, haunted tone in her voice. "Don't just act like this didn't happen. Don't take it away from me. Away from us. Don't you dare, Max!"

I can feel her fingers trembling against my wrist. She's pleading with me now, even if she isn't saying the words. I reach up, my fingers brushing her cheek.

Still, I go back.

But only far enough, up to that point where she kisses me. Again.

And again.

I lose count. Maybe I live in that moment for hours. Days. Well no, I'm pretty sure it wasn't days for real, or I'd probably have fallen asleep and died of hunger, but...still. I lose myself in it. It feels so wonderful, each and every time I let it play out. So exciting, new.

Eventually, I let the moment pass. Let time flow down its course.

Chloe repeats herself for the first time. "Seems we got a lot of shit to talk about, maybe?"

I'm just smiling at her like an absolute lunatic.

My Chloe.

My hands reach for my camera. Don't even have to think about it. She doesn't question it. Just gives me her best smile, with a hint of smolder in those eyes. Because she gets me.

She always has. And she always will.

Arms wrapped around me, we watch as the film develops.

And yeah, there's shit to talk about, all through the night. That comes later.

Right here, and right now? I still feel like the world is coming to an end. That this power of mine is going to kill me. Or fail me when it really matters the most. That everything's going to get yanked away from me in the blink of an eye.

But in her arms, as she's nuzzling my hair and nosing against my ear. It doesn't matter.

I could die happy now, just like this. I really could.


A/N: Usually went I write, I have my dear friend Corentin IV edit it, because I kind of suck otherwise without her :-D. But this was just a quick drabble that I was inspired to type out, after finishing Chapter 2 of LiS today. And yeah, part of me feels like maybe it's really Rachel Amber and Chloe that belong together, but damn if I'm not shipping Max and Chloe together super hard at the moment. Just wanted to quickly get it out of my system and up as fast as possible, so Cory, I hope you forgive me for not sending it to you first :)

Also, if anyone is curious, the title was inspired by an old They Might Be Giants song. The entire song actually works out well as a theme for the story itself.

I hope you folks enjoy it. I always worry that my ideas never come out as well on electric paper as they do in my head. Anyhow, have a good week.