Max curled her fingers tighter in the sheets as she bit back tears. As soon as Chloe had dropped her off, Max had bolted for her dorm and immediately shed Rachel's clothes. She'd hurriedly changed into her favourite shirt, not even caring that it was dirty and desperately needed a wash. She then crawled into bed and tried her best to keep from crying, a task she was slowly failing at.

The logical part of her brain told her to get up and go see Victoria, but Max couldn't make herself get up and move across the hall to her girlfriend's room. It'd been a long day of people comparing her to Rachel. Rachel this, Rachel that. The entire day, Max had been feeling less and less adequate and more and more like a band aid on Chloe's heart. A band aid that would be ripped off and thrown away as soon as they found Rachel.

Chloe was always talking about her, and everyone around town talked about how beautiful she was. Wearing her clothes today had just made Max feel like an ugly little girl trying to be a beautiful woman. Her heart hurt from Chloe's harsh words; even Frank had gotten under her skin today. Frankly, Max just wanted to hide from the world for a few hours until she could pretend she was okay again.

Apparently the universe had other ideas.

There was a knock on her door and Max just curled up tighter, intent upon ignoring it. She didn't want to see anyone. Not Kate, not Warren, not even Victoria—and especially not Chloe. But whoever it was kept knocking persistently. Max stuck her head under her pillow in an effort to drown it out. Silly or not, she didn't want anyone seeing her like this, she didn't want to have to explain that she was jealous of a girl who might be dead, didn't want to explain she hadn't felt this ugly in years, she didn't want to have to justify the pain in her heart.

The knocking stopped and Max sighed in relief. Whoever it was had thankfully decided she wasn't worth the trouble. Or at least she assumed so until she heard the distinct click of her lock being unlocked and her door opening. Biting down a curse, Max kept still, praying she could pass herself off as asleep to whoever was so keen on disturbing her. She forced herself to take deep, even breaths.

The door clicked shut and the bed dipped as whoever it was freely took a seat. A warm palm rested on the small of her back, thumb rubbing small circles.

"I know you're awake, so there's no use in hiding." Of course it was Victoria. No one else would literally break into her room like that. Well, actually, Max wouldn't put it past Chloe to invade her personal space lately. Max didn't move, didn't even acknowledge her, she just laid still and prayed she would go away. She heard Victoria sigh before yanking her pillow away. Her reaction was immediate: the brunette sat up and snarled, reaching uselessly for her pillow that Victoria was holding just out of her reach.

"Give it back, Victoria." Max snapped, eyes narrowed as she refused to look at her. Victoria tossed the pillow behind her to the foot of the bed before reaching out and cupping Max's cheeks and forcing her to meet her eyes.

"Not until you tell me what's made you cry." Cry? What? No, she definitely hadn't cried, she'd been working so hard to prevent herself from doing so. Yet reaching up and touching her own cheek, Max realized she was; silent, fat tears rolled slowly down her chin. Victoria was staring at her, an unusually soft expression on her face.

Max tried pulling away but Victoria only followed, grabbing her wrists so she couldn't push her away.

"Let me go."

"It was Chloe, wasn't it?" Victoria demanded. Her words froze Max and she stopped trying to yank herself free. Victoria's eyes narrowed and her grip on her wrists tightened slightly. "I knew it. That punk, I'm going to-"

"How did you know?" Max whispered, all the fight gone out of her, the sadness and pain already flooding back. Victoria tugged her wrists, bringing the girl to her body as Victoria wrapped her in a hug. Max didn't fight it, instead wrapping her arms around the taller girl and burying her face against her neck.

"I saw you get out of her truck and run for your room. The last time you went an hour without replying to my texts or at least telling me you were busy, I found you in the girl's bathroom nearly unconscious with a massive nose bleed. It wasn't hard to figure out." Max couldn't hold back a sob this time as she clung to Victoria.

The blonde held Max as all her pent up frustrations and mixed emotions came flooding out. She didn't say anything as Max cried and whimpered against her, only holding her tight and smoothing the hair from her forehead and wiping her tears away. Moving carefully, Victoria laid them both down, pulling Max even closer and rubbing her back. She soothed her as best she could, letting her get it all out.

Eventually her sobs died down, having cried herself out. Victoria tipped her chin up and carefully wiped the tear tracks away with her thumbs. Max closed her eyes and let Victoria work, the motions helping her calm down. "Do you want to talk about it?" Victoria asked softly.

Max sighed and pulled away from Victoria's hands to bury her face against her chest. Half of her didn't want to say anything, knowing how pathetic and ridiculous she'd sound. But the other half of her needed to say it. She bit her lip and contemplated her choices while Victoria played with her hair. Max knew she wouldn't push and there was a small measure of comfort in that knowledge.

Max took a deep breath and Victoria's hands stilled in her hair. "Chloe let me borrow some clothes because mine reeked of chlorine." Victoria huffed a laugh and Max tipped her head up and frowned in confusion.

"I'm just not surprised that was you two breaking into the pool." Max nodded quietly and Victoria kissed her forehead as an apology for interrupting.

"Anyway, I borrowed some clothes and they turned out to be Rachel's." Max could feel Victoria tightening her hold protectively, one hand going back to her hair. "Alongside some throw away comments from Chloe, when we went to Two Whales, everybody in there mistook me for Rachel and..." Max trailed off, cheeks red and too embarrassed to keep going.

"And?" Victoria prodded. Max rolled over, putting her back to Victoria as she rubbed her eyes to fight off fresh tears. Max could hear Victoria shifting before her arm curled around her waist and pulled her tight against the taller girl's chest. Kisses were peppered along the back of her neck and across her shoulders.

"And anyone I talked to in the dinner said Rachel was beautiful and sexy and..." Max's voice dropped to a whisper and she shrugged. "And the unwritten message was that I wasn't. That I'm not, or worth keeping around-" Max was cut off as Victoria pulled away and forced the girl onto her back.

Victoria straddled her hips and held her face in her hands, a fierce expression on her face. "Don't you dare," Max swallowed and uneasily broke eye contact only to have Victoria grab her chin and make their eyes meet again. "Don't you dare think you're not pretty or beautiful or whatever adjective you fucking like." Victoria's voice was hard but Max knew her well enough to know she was angry with everyone else and not her.

Victoria bit her lip before leaning forward and kissing her. The kiss was surprisingly tender and Max let herself melt into it. "Don't you ever let anyone fucking tell you that ever again," Victoria whispered as she broke the kiss. "Max... I..." Victoria's jaw worked but no words came out, but Max knew she'd never been the best with words. The message was loud and clear though. 'You are beautiful and anyone who thinks otherwise can fuck off. You mean the world to me.'

Max saved Victoria from trying to vocalize her thoughts by kissing her again and pulling her down so their bodies pressed together, warm and comforting. "Thanks, Tori." Victoria gave her a small smile before bringing their lips back together.

They laid together for the rest of the night, exchanging kisses and soft words and reaffirmations. Slowly, Max forgot why she'd even been so upset.