Max blinked rapidly as the scene materialized around her. "Where… am I?"

The sun shone brightly overhead, so Max prayed to whatever gods there were that the storm had never happened.

Looking down, she was astonished to find that she was standing in Arcadia Bay's cemetery, surrounded by gravestones. "What the- No, don't tell me she-"

Looking around frantically, Max finally spotted the tell-tale blue hair of her best friend, kneeling beside a tombstone and nearly wept with joy. "Chloe! I did it, Chloe! I saved you and the town! See, I knew-"

Then Max realized Chloe hadn't turned around or reacted at all. "Chloe? What- what happened-" Max clamped a hand over her mouth.

You dumb bitch! Max chided herself. Chloe's probably here to mourn Rachel… you've just gone and made yourself look like an insensitive asshole…

"Shit, I'm so, so sorry about Rachel… I didn't mean…" Max walked up to Chloe to lay a hand on her shoulder.

And her hand passed right through Chloe like it was thin air.

Max froze in utter shock. "Wha-?"

Then she heard what Chloe was saying through choked sobs. "Damn it, Max, why… why did you have to leave me when I needed you most, damn it? And you come back like this? Fuck you!"

"Chloe, I'm so, so sorry," Max descended into tears as well. "Please, listen…"

"And you know what is worst? I want to hate you… but I- I just can't shake the painful, forlorn, lonely look in your eyes as you lay on that bathroom floor. Your weak scream of pain when I was trying to stem your bleeding. That I couldn't do a damn thing about it. You and Rachel… both gone… just like that! It's so… so fucking unfair!"

"What do you mean-" Max stammered.

And then the realization hit her like a sledgehammer and she felt a chill through her entire body. "No, it can't be…" She stepped closer to look up at the tombstone in front of Chloe. No. No. No!

Maxine Caulfield

A loving daughter and dear friend

1995-2013

"NO!" Max lunged forward to clutch the gravestone… and her hands passed straight through. "Fuck! Fuck! I'm a… a fucking ghost!" Max clutched her head hysterically. "Nice job, you've gone and fucked up big time now!"

She lifted her right hand up… and nothing happened. No rewind powers either. She looked to the various offerings laid in front of the resting place- candles, stuffed toys, flowers, a camera, random memorabilia… and photos of her life.

Can I…?

She leaned close to one and stared hard at it. Absolutely nothing.

"I… I'm really dead…" Max gulped in horror. Dead, gone, finished… there's no going back. "No superpowers to save me this time."

She looked over to the distraught Chloe.

"Chloe… I'm so, so sorry… I wish I could tell you the truth… about everything. I'm so sorry I can't be there for you. I miss you so much already… but I'm so glad you're alive." She threw her incorporeal arms around Chloe.

And that's when it happened.

Chloe suddenly jerked as if electrocuted by Max's touch, and a flood of images inundated Chloe's mind, pouring from Max into Chloe.

Alternate timelines, deaths that never happened. Nathan shooting her, a fire alarm, Max in her room, Max showing off her powers, Max visiting her hideout, getting stuck in the train tracks, breaking into Blackwell, a midnight swim. A timeline where William never died and Max stayed in touch, a new truck, a crippling accident, pain and suffering, and a final day alongside Max. Searching for Rachel, searching Frank's RV to consternating results, shooting Frank and Max rewinding, finding Rachel's remains, infiltrating a Prescott bunker, infiltrating a Vortex party, Max falling to the ground as she wheels on Mark Jefferson, before a bullet ends it all. Then helping Max pack for San Francisco and a desperate last phone call amid a terrifying storm in another timeline. Max's desperate plea outside a Vortex party, and a final, tearful, painful goodbye atop a stormy cliff.

"Oh god, oh god!" Chloe screamed, clutching her head in despair as she remembered everything. "Max, I… killed you! I sent you back… I killed you!"

At the same time, memories of this timeline flooded Max's mind. How she- the she in his timeline- confronted Nathan in the bathroom, accused him of drugging Chloe and Kate and murdering Rachel. How he'd drawn a gun on her… and fired. The pain and then the cold, hard floor. Nathan panicking. A horrified Chloe coming in. Screaming Max's name. David tackling Nathan. Watching her own funeral as a spirit and the mourns of her family and friends.

"I… I finally managed to be a hero for real…" Max felt oddly proud despite herself, despite the tears staining her cheeks. "I… was able to protect everyone…"

"M-Max?"

Max looked down to see Chloe looking up at her with a desperate, hopeful look.

"Is- is that really you, Max? Am… I losing it? You look… translucent… Are you a ghost? Time travel? Please, oh god…"

Max cleared her throat. "Yes, Chloe… I'm here… I don't even fully understand. I think… I'm dead… I… guess I'm a ghost now… I don't even have my powers anymore."

"Max, Max, I'm so sorry…" Chloe hugged the air where Max was supposed to be. "I didn't mean to kill you!"

"No, you didn't, Chloe! I got myself killed! I chose to confront Nathan in that bathroom knowing he was armed."

"...to save me. None of this would've happened if I hadn't been stupid enough to try and confront Nathan in the first place. Or sent you back during the storm. You would be alive!" Chloe was guilt-ridden.

"Do you think I could've lived with myself, knowing I let you die?" Max countered. "After all we've been through? I'd be a mess! It sounds strange to say this... but I'm oddly happy it turned out like this instead of the other way around. But I'm more worried about you, Chloe."

"I screwed up, I'm so sorry, you… don't deserve this…! I love you!" Chloe broke down again.

"I love you too," Max sobbed. "I'm so sorry I can't stay with you forever! Please Chloe, you have to carry on, be strong without me! Live a long, happy fulfilling life! Fall in love, make new friends, have kids if you want, fulfill your dreams! I'm so sorry I failed you again! I abandoned you when you needed me most! I wasn't… there for you when William passed… and now Rachel's gone and I can't…

I'm so sorry, Chloe, for putting you through this, I never thought this would happen. I'm sorry to my parents, Kate, Dana, Warren, Fernando and Kristen... what they must be going through right now. I feel really shitty."

Max broke down sobbing, falling to her knees and clutching her head in anguish.

Wordless, Chloe slid next to Max and held Max's spectral figure as best as she could. "Max- I- I promise you, I'll try to live my life well. You sacrificed yourself… for me. I… need to live up to what you gave me. I love you, Max. I always will."

Max leaned into Chloe- although she was sort of intangible, she felt some physical resistance when she leaned against Chloe, and Chloe felt a sort of electric buzz on her skin.

A buzz that began to recede.

Chloe's head snapped up to look at Max, who was rapidly fading. "Max!"

Max's figure had begun to shimmer and fade. "I- I'm sorry… it looks- like my time is over. G-Goodbye, Chloe! I love you! We'll… see each other again… but not for a long time, I'm warning you, Chloe!"

"I love you, Max! I promise I won't… off myself… but, damn, I'll miss you! One day, we'll be together again! I'll never forget you! Don't you dare forget me, Max!"

"Never!" Max couldn't help but to smile bitterly at using the same response on that stormy cliff next to the lighthouse.

At last, Max finally faded from view, Chloe wiped her tears from her eyes, stood up, and left the graveyard.

In another world, Max continued to see the graveyard through a blurry portal… and found herself standing… in what looked like Chloe's house.

"What the… where… am I?"

"Max!" A familiar voice mixed with joy and sadness shouted.

Max turned and saw none other than Chloe's father, William Price.

"William!" Max wept and hugged him.

"I'm so sorry about everything, Max."

"How… much do you know?" Max looked up, not letting go of him.

"Not much. We in the afterlife can't see much of the living world but some glimpses here and there, and occasionally meet the living in their dreams. I saw your conversation with Chloe here. I kinda put the pieces together. Thank you… for what you sacrificed for Chloe."

"I'll miss her so much," Max broke into sobs again, leaning into William.

"We all will, Max," A feminine voice said behind William. "Thank you… for saving Chloe and avenging me."

Sniffling, Max peered around William.

Standing behind William was a girl Max had never met before but she'd seen all too many times before.

"Rachel?"

"Hey Max. Chloe was visiting my grave earlier, so I just… stuck around. Chloe told me so much about you. Course she was always angry when she talked about you… but I sensed deep down she missed you so much."

The three quietly turned around to see a fading image of Chloe walking out of the graveyard.

"Goodbye," Max whispered, sobbing, as Rachel hugged her and William patted her on her back. "God, I miss her so much already."

"We all do, kiddo. Don't you worry. We'll see her someday."

"I know," Max swiped at her tears furiously.

However, none of them realized at the time just how long that would be.