Here's part 2! Enjoy! Also, I'm aware this chapter might not seem realistic. Who cares? It's fanfiction! Enjoy it!

It's early afternoon and Chloe is passed out in her bed, sleeping on her stomach and clutching her pillow close. The door creaks open a bit and Max's voice can be heard. "Chlobear?" She looks in, finding Chloe asleep and snoring gently. She smiles and steps into the room. Closing the door, she moves as quietly as she can over to the bed and climbs in.

She folds her legs beneath her and rests a hand on Chloe's hip. "Chloe..?"

Chloe barely reacts. She twitches a bit, but that's the most Max gets out of her apart from her pulling her pillow tighter to her.

Max settles down next to her and simply smiles at her for a while, taking in her sleeping face. She leans in and presses a warm kiss on her cheek. "Goddamnit, I'm bored but you're so cute as hell when you're asleep." she whispers, chuckling gently.

Chloe's expression shifts when Max kisses her cheek. She mutters something unintelligible.

Max has moved forward to be mere centimeters away from Chloe's face now. "Hmm?" She drapes her arm across her back and pulls her close, this time pressing her lips to Chloe's. In her sleeping state, Chloe instinctively kisses her back as a small smile graces her lips. Her hand moves down to take hold of Max's arm.

Max shivers at the touch. She moves away for a second, biting her lip when the seed of an idea is planted into her mind. She wonders if it would be okay to do. However, another look at Chloe's sleeping face renders her helpless. She gets up and straddles the punk's backside, dipping her head low to leave gentle kisses at the nape of her neck. Chloe shudders and a small gasp passese through her lips. Her fingers dig into her pillow and she bites her lip.

Max closes her teeth around the soft skin. A grin erupts on her face when she gains a reaction, and she returns to placing soft kisses on and around the back of her neck. Occasionally, she sucks lightly just to taste her skin while humming quietly. Her hands slip underneath her shirt and start tracing patterns into her back. Chloe keels into her touch. She moans softly, her girlfriend's ministrations causing her to shiver again. Her eyelids twitch with the threat to open. Max forces herself to slow down upon seeing Chloe's eyes twitch. She nuzzles her gently and breathes out through her mouth. She sits up and, as slowly as possibly, reaches down and slips her hands beneath her sleeping girlfriend. She turns her over onto her back. As quick as she was to start waking up, Chloe slips back into unconsciousness. Her head lolls to the side and her breathing slows down once more.

Chuckling a little, Max says, "Ooh, you're at my mercy now, Che."

She leans down again. She's straddling Chloe's hips now, her own lower body working gently against hers. Her hands move north underneath Chloe's shirt again and go for her breasts, rubbing cautiously - but not with enough pressure to wake her up. Chloe inhales sharply. She arches into Max's hands slightly, moaning a little louder than before. She says something that sounds like Max's name. A smile stretches across Max's lips. Almost as soon as she starts the assault on her chest, it's over. She's aware she has to do this quickly before her lover wakes up- and before she goes crazy from desire. She removes her hands from Chloe's shirt and they ghost downward. Max adjusts her position so she can slip a hand inside Chloe's boxers without taking them off. It doesn't take her long to find what she's searching for. A small bundle of nerves protruding from under its hiding place. She rubs slow circles into her clit and bends down to kiss her all over where she can reach.

Chloe mewls tiredly, her hips moving on their own accord against Max's hand. Her own hands grip the bed covers. Her moans are somewhat different than when she's awake, more vulnerable and open. Her breathing starts to quicken but she still has yet to wake up. Max, on the other hand, can feel her own heat throbbing through her pants but she forces herself to ignore it. Instead, she focuses on massaging Chloe's clit gently, once in a while applying a bit more pressure. She dips her fingers down and lets out a moan of her own at how wet Chloe already is.

"Dammit…" she whispers as she feels another jerk in the pit of her stomach, furthering the pain she feels in her nethers.

"M-Max…" Chloe moans her name in her sleep. Her hand releases the bed covers and, lazily, travels up to her own breast and squeezes. She's biting her lip between moans and gasps. She can feel the heat venture downward, swirling, colliding, and growing hotter beneath her waist.

Upon seeing Chloe start to pleasure herself, Max immediately takes her hand from her boxers. She takes her by her wrists and pins them down at her sides roughly. "Asleep or not, Chloe, the rules still apply." she nearly growls.

A quiet whimper escapes Chloe due to the lost of contact and she starts to squirm, moving her legs together as an attempt to regain the pleasure and soothe the ache between them. She can somewhat hear Max in her sleep and the tone of her voice just turns her on more. She's drifting into that middle space of consciousness and unconsciousness. Surely not awake, though. She tries to respond, "S-s...sorry…"

Max feels her stomach clench at the vulnerable tone in Chloe's voice. She releases her wrists and starts kissing her again, her lips warm and soft and forgiving. Her fingers move toward her crotch like before, this time sliding past her clit and straight inside. Just one finger at first. Chloe kisses her back, trying to revel in the feelings of Max's lips against hers in her tired state. She breaks the kiss when she feels the finger penetrate her and a raw moan gasps out. Her hips buck into her palm. "Ahh-unh…"

The brunette quickens the pace by a few notches, making sure to angle upwards ever so slightly to tantalizingly brush against her sweet spot. She's afraid anything more will wake her up. A strangled, "Nnngh…" comes from Chloe. She licks her lips absently, her body rolling and hips gyrating. Max's left hand continues on to roam around her girlfriend's body freely, exploring every inch of soft skin she can touch. Her right still pumps one finger in and out of her. Knowing that Chloe would want more, she forces a second finger into her and starts thrusting a little faster and harder. She curls her fingers once and presses hard against the spot she's memorized by now.

Chloe is panting heavily. Her moans are fluctuating in volume and length. Forgetting the rules again in her still changing state of sleep, her hand starts its search for some part of Max to hold on to.

"Max…" she says. The pressure in her lower region is increasing rapidly. One specific moan comes out high pitched and her face scrunches up for a second as her back arches. Something rushes down to her core and she nearly cries out before returning her her typical writhing and moaning.

Max notices Chloe's hand reaching for her and halts immediately, but she keeps her fingers knuckle deep. She giggles. "Are you trying to tease yourself, Chloe?"

Chloe whines, but what she says comes out unintelligible. She does, though, seem to understand and her hand falters. Max curls her fingers inside her gently, grazing against her g-spot. Shifting her position, she takes Chloe's leg and drapes it over her shoulder, kissing her skin softly as her fingers tighten around her thigh. "Are you going to say sorry..?"

Chloe nods slightly. The word is at her lips, but she can barely get it out this time. "S...sor…"

Max's fingers start moving again, yet slow enough to barely count as thrusting. Her teeth nibble gently at Chloe's skin. "Come on… Say it…"

Another whimper. Chloe's hips buck upward. She tries again with a bit more success. "S-ry…"

Max gives a single, quick and sharp pound into Chloe, the movement going straight into her g-spot. Her nails scrape across the sensitive skin of her inner thigh. "What was that?"

A mild yelp lets itself out of Chloe in a breathless huff. She licks her lips again. In her head, she can't figure out what she's doing on, but she complies once more. "So...sorry…"

As soon as the words leave her mouth, Max shoves a third finger into her and starts thrusting hard as she leaves gentle nips on her skin. Each time she moves back into her she goes down to the knuckle. Her grip on her thigh is growing tighter. It's going to leave a mark without a doubt. Chloe cries out, the force of Max's thrusts and the sting of her nails drawing her close to waking up. Another high pitched moan comes from her as her expression twists up. A throaty groan trembles within her. Her orgasm is gathering again. Max can sense her gaining consciousness. She doesn't really care at this point. Her fingers continue to curl within her with each hard thrust back in. She nuzzles Chloe's leg, her voice quiet and husk with need when she speaks. "Mm… Chloe, I love you…"

A sudden rush slamming into Chloe's center overloads her senses and wakes her up. Her eyelids flutter open and she's gasping, taking hold of the blankets out of shock. She can't seem to process right away the immense pleasure coursing through her. She looks down to find that Max is the cause. "M-Ma...fuck, what're…" She can't get out a coherent sentence, too many moans interrupting her.

Max stops instantaneously when Chloe wakes up. The freakish nature of what she's doing hits her like a truck. She's frozen in place. "I-I'm sorry, I…"

Chloe doesn't bother to stop the whine that works it's way out. "No, don't stop… Or apologize... " She smirks at Max. "This is quite literally the best way to wake up…"

Max's body relaxes and she sighs out of relief. Her fingers start to work again, moving just as fast if not faster than before. She leaves warm kisses that leave a damp trail down her leg. "You… you just looked so sweet when you were asleep. I couldn't help it."

Chloe's moans come back with no hesitation. Her toes start to curl. "Am I...fuck...that irresistible, Caulfield?"

Breathing hard from strain, Max manages to rasp out a breathy chuckle. "Yes. Yes, it's honestly hard to control myself." She leans down to leave little kisses on Chloe's chest, her leg bending as it moves with her. "Though you aren't that great at controlling yourself, either." She chuckles again.

Chloe's breath catches when Max starts to plant kisses on her. Her back arches as her leg bends. "What...what are you talking about..?"

*"Pardon me," Max says. Her face breaks out in a grin. "But I recall you doing the very same thing to me in my sleep." She laughs as her voice grows stronger along with her thrusts. "Except with one less finger, of course."

"T-touche…" Chloe nearly screams and her hips jerk forward. "Shit… I-I'm…"

Max's lips rest at her chest, brushing gently against her skin yet barely touching her. "About goddamn time." She smiles jokingly up at her.

The smart ass remark at Chloe's lips doesn't make it out in time as her orgasm hits her full force. A hoarse scream tears itself from her vocal cords as she writhes against her hand. Due to the pent up and built up tension over time caused by the teasing and much fingering, the orgasm is intense and wet. Her legs shake a bit. Her eyes shut tightly and she bites her lip. Her heart is a sledgehammer in her chest, and she's a literal panting mess. Max moans when she feels Chloe's wetness explode over her hand and she keeps moving to draw it out as much as possible. Leaning up she slows down, pulling out of her and grinning down at her hand, which is warm and glistening.

"Mm, so I take it you liked that?" she asks teasingly.

Gasping, Chloe resists the urge to grab her and instead glares at her jokingly. "What kind of question is that? Of course I did." She tries, but ultimately fails, not to blush at the stickiness coating the inside of her thighs. "Um...but I think I should go get a shower." She slowly moves herself away from Max and stands from the bed, heading to her dresser. "And you better not follow me in there, either."

Max moves up to the pillows and plops down on them tiredly, feeling rather uppity. "Pfft, like I would. I think coming and harder than that within a two-hour period is dangerous." She laughs dryly and looks over at Chloe's back. "Besides, I have better things to do. Like myself."

Chloe grumbles under her breath as she picks out her change of clothes. As she leaving the room, she says, "I swear when these three days are fucking over…" She enters the bathroom and shuts the door behind her, locking it just in case.

...

Thank you guys so much for reading! If you liked it, punch those Favorite/Follow buttons in their faces LIKE A BOSS! (Sorry, I just love Jack!) I can't wait for you guys to see what's in store for chapter three and, quite honestly, I'm surprised to see myself. Hope you come back for more!

EDIT: The starred sentence is a reference to another story my friend and I are working on. This story itself was simply taken from that to become it's own.

CaptainVampireQueen awaaay!