Twilight had enveloped the sprawling campus of Blackwell Academy, seemingly everyone having turned in for the night. But a careful observer would note one Kate Marsh was still awake; tossing and turning, in fact. Disheveled blonde hair fell across her face as she tugged the numerous covers and blankets over her head, as if to barricade herself in from the outside world. She glanced around the dorm, trying to ground herself in the present by listing things she could see, feel, hear..The corner of her mouth quirked upward at the sound of her rabbit, Alice, stirring in her cage, but that fact alone wasn't enough to drag her back to the now. The small figure tucked her knees up to her chest, one hand fiddling fretfully with the gold cross that swung around her neck at every movement. Kate's breathing was shallow and shaky, sounding nearly as bad as it must have when she stood on the roof--No.

The panic-stricken girl rubbed anxious tears from her eyes at the thought, forcing herself to stand. Even in this state of fear, of remembering things she didn't want to relive, some soft-hearted part of her caused her to stick her fingers through the bars of the rabbit's cage to stroke Alice's fluffy fur as she ducked out into the hall, as much a comforting gesture to herself as it must've been to the black-and-white bundle of fluff. Kate made for the bathroom, hoping to splash some water on her face to bring herself back to present time, when she collided with something..or someone. She meant to apologize, she really did, but suddenly there were tears spilling down her face and the girl in question pulled her into a hug, and she was crying into that darned gray hoodie. "M-Max?"

Said hipster dork met teary hazel eyes with her own striking blue, and her voice was soft. "Yeah. It's me." She smiled minutely at that.

"I'm so sorry, Max, I wasn't looking where I was going, I-I was thinking about the.."

"I know." Warm hands squeezed her own, tightly. "But it's okay now," she added. "I'm right here, Kate."

Kate felt like breaking down into further tears at how gently the brunette girl looked at her, disengaging one hand from their interlocked grip to bring an arm up around Kate's trembling shoulder. "Come on, I'll walk you back," Max soothed.

"Max.." How could she ever explain how selfish she felt for crumbling like this, especially when the other girl had been there and lived through the horror of that afternoon on the rooftop?

They had both come away from it with new scars, and yet she always seemed to be the one who struggled with it.

The blonde worried her lower lip between her teeth, a nervous habit she'd picked up over years of living with an overbearing mother, one that only intensified when she came to Blackwell.

It wasn't long before the two girls stood before the door to Kate's room. She felt she had to say something, anything, to break the oppressive silence that hung between them, to explain the guilt that hit her like a ton of bricks every time she broke down like this.

"I can't imagine." Kate's voice sounded smaller and farther away than it ever had before, and Max turned wide eyes on her. "What it must have been like to see me like that." She swallowed tightly, fidgeting with her hands and avoiding Max's eyes. "I don't want to think about how you would have felt if..."

Max reached for Kate's hand and squeezed it, looking at her so pleadingly that she had to meet her gaze. "Kate..It's over now."

"Is it ever, really?" She responded in a hoarse whisper, squeezing back and blinking sadly up at the brunette. "I have to live with how I almost hurt so many people. I..I fucked up, Max. I never wanted to hurt anyone, but that didn't stop me from almost hurting them anyway."

Max stepped closer, and Kate took a shuddering breath at her proximity; how she just wanted to cling to her and forget this had ever happened. It was almost too easy.

"This isn't about the roof." It was a statement rather than a question, and Kate nodded rather timidly, taken aback by the bluntness of it.

"Well..not entirely. I was anxious from remembering that, but it's more about..well.. how it pertains to now, I guess." She forced a thin, wobbly smile as if to steel herself, and plunged on. "Like I said, I almost hurt a lot of people. And. Well. It made me think of how I'm probably hurting you just by being around you so much."

"What? I don't know what you mean." Truthfully, Max did, but she didn't want to believe it; she couldn't.

"You know a lot of people still don't like me. I mean, of course I'm going to have a target on my back--the church girl is actually gay? Victoria could have a field day with that."

"She wouldn't do that. She's learned her lesson, or else," Max practically growled, and the 'church girl' in question had to bite back a grin at the way she so quickly jumped to her girlfriend's defense. Albeit, a grin that quickly fell when she forced herself to finish her explanation.

"Not even Victoria, specifically. Just most people. My mom, for one. In other words..I'm scared that this..this me-and-you thing can only hurt you. I mean, what if my mom finds out? You know she has something against basically everyone--gay, trans, you name it--and I don't want her going after you. It's bad enough when she screams at me, I..I want to protect you from that, Max. Is that so crazy?"

"No, but Kate.." She smiled sadly, shaking her head. "You can't always. I'm a tough cookie, I can handle it, you know?"

Kate bit her lip again, squeezing her eyes shut against the tears that threatened to streak down her face. "I don't care if you can, no one deserves that," she insisted, her voice somehow tremulous and fierce at the same time.

"I know," and Max brushed a tear away from the blonde's cheek. "I know it's hard on you, wanting to make her proud but having you tell you you're wrong, Katie." Kate felt her cheeks burn at the nickname, but the look in her eyes told Max all she needed to know. "But what she says to you doesn't matter; you know that. There are so many more people who love you and care about you just the way you are, and you need to remember that."

"You're not afraid of what people will say?"

"Not when I'm with you."

Kate felt her heart lift at that and found herself giggling at the bold statement. "You're crazy, Max Caulfield."

Max pouted teasingly at that, but let out a startled yelp as Kate launched herself into her arms. "Good thing I like crazy," she murmured, breath ghosting across her cheek as she planted a kiss there.

"Well then, you're a dork, Kate Marsh," proclaimed the hipster as she pushed the door open with a smirk, bumping her shoulder against Kate's.

"Yes, but I'm your dork," came the retort as Kate flopped down on her bed, patting the spot next to her.

"And don't you forget it!" crowed Max as she burrowed into the blankets.

Though they didn't know it yet, that would be the last of the sleepless nights.

The End