A/N: I've seen the reviews and I have decided. This story will be rated-M soon. However, I have also planned a rated-T version for those who want it to stay the way it is. Remember: Only ONE chapter has a rated-M involvement. So if anyone who wants to read the rated T version, I will make sure to notify you in the next chapter in my A/N. Thank you so much for the reviews. I really could not decide which one to write but in the end, I chose both.

Disclaimer: Zootopia belongs to Disney and Disney belongs to me. In my dreams that is… XD


It was early in the morning, still dark out. Max, who was sleeping in the living room on the couch, kept turning his body, left and right repeatedly with a frown. He lay on his back again and opened his eyes, staring at the ceiling blankly. He rubbed the back of his head roughly and groaned softly, not wanting to wake his best friend up.

"Can't sleep…" Max thought. He sat up straight and stretched his arms a little. "I'm sure Sophie's got something to eat."

He got off of the couch and walked to the kitchen, turning on the lights before making his way towards the refrigerator. He opened it and looked inside. All he saw were vegetables and fruits.

"Yugh!" was all he could respond. However, something DID catch his eyes. A Catbury bar. He shrugged it off and took it anyway. After taking a bite out of it, he leaned on the wall and sighed. The place was so cold. Not emotionally but literally. And he imagined what it was like for Sophie to be living alone in a place like this. He chewed slowly after thinking about it. He leaned his head back with his eyes closed.

"I know, mom…" said a voice through the wall behind him.

Max turned around and listened carefully. It was Sophie and… She was talking to her mother.

He frowned and walked closer to her room, listening through the door carefully.

"It's just that… I have a lot to do for a while…" she continued on.

Silence for a moment.

"I… I don't know if…"

Max could hear a faint voice besides Sophie's. It must have been her mother on the phone. She sounded angry too.

"Yes… I got it…" Sophie said in an expressionless tone. "Goodnight…"

And with that, nothing but silence for a while. It was soon broken when Max heard her sniffing.

"Max…" she muttered, through her tears.

Max's ears dropped and he knocked on the door. "Soph…?" he called out.

Sophie quickly got up and turned on the lights, wiping off her tears before opening the door. The fox was standing there with the Catbury bar in his paw. Sophie gave a smile of delight however, Max knew it was not her real face. "Yes, Max?" she said.

Max took a step forward and hugged her. "Cut the smile…" he said, placing his paw on the back of her head. "Let it all out…"

Sophie looked back at him and hugged, placing her face on his chest, holding him close. She sniffed while welling up his shirt as he comforted her. Her cheeks flushed red not just because she was crying, but also because he was there for her when she needed him.

"There, there…" he said.

"How… How much… *sniffs* Did you hear…?" she said, still buried in his chest.

"Not much. I heard your mom yelled too. Wanna talk about it?"

She sniffed again, grabbing his shirt and shook her head, still crying. "No…" she said. "Not yet… I just…" She wiped her tears on his shirt. "I just… Need to sleep it off first…"

Max looked at her. He slowly placed a long kiss on her head.

She felt his lips touching her forehead, her eyes widened while her blush grew more visible erecting her ears straight up.

He was just leaving his lips there for a solid 10 seconds before pulling back. "Better?" he said.

She sniffed again, and smiled weakly but felt joy in reality. "Mhm…" she said.

He caressed her cheek. "Go get some rest then."

She nodded before he slowly let her go. "Hey, Max…" she said, placing her paws on his chest. "Thanks…"

Max smiled and nodded. "Sweet dreams, Soph…" he said.

"You too…"

She let him go eventually for him to close the door behind him. She looked at the door for a few seconds and sat on her bed with a smile. She gripped the sheets, wiping the remaining tears on her face. She placed her paws on her heart and sighed. Somehow, the room felt warm for her. It was like his presence just now have lighten up the mood. Mentally and emotionally.

She lay back down and turned off the lights that was beside her bed. She hugged her body pillow tight and smiled again from what just happened. It was only a moment ago, but she already wanted to experience that feeling again. Her eyes closed slowly. She was finally able to get some sleep for tonight. All thanks to her best friend.

Max, on the other side, was sitting against the door as he looked up at the ceiling again, thinking and eating the chocolate bar. He wasn't going to rush her to tell him what happened. Knowing Sophie, he knew she would tell him sooner than he expected. All he could do was wait. He shrugged it off and walked back at the kitchen, putting away his chocolate bar.

He walked to the sink and washed up his face, sighing, placing his paws on the sides of the sink. He looked closely down at the sink in his own reflection. He smiled and chuckled, scratching his cheek.

"Smooth move there, Max…" he said to himself sarcastically. But in truth, he actually wanted to do that. He was only saying that to make himself feel better. But then again, there was no need to, considering Sophie accepts him in every way.

He walked back to the living room, plummeting his body on the ground but a littler softer. He sighed again and closed his eyes. He has seen enough of Sophie's crying already. Especially when it has something to do with her relationship and family. All he could do was be there for her. And after seeing her cry a few moments ago, he can finally get some shuteye and hoped for the best for Sophie. His beloved hare…

"Max…? Max…?" Sophie called out, shaking the fox. Max frowned and turning his back on her, groaning in annoyance. It was almost noon and he was still falling asleep. She placed her paws on her hips and pouted. And then, a sly smile appeared on her face.

She walked into the bathroom, filled a small bucket with water. And by water, I mean the icy cold one without the heater. She walked back into the living room, pull off the blanket off of him and held the back with both paws.

"One, two… THREE!" And with that said, she splashed the cold water all over him. But to her surprise, no reaction. For a while that is.

He was completely silent for a few seconds at first. After frowning, he moved a little and immediately opened his eyes. His receptors took a while to finally process but now he was wide awake and he shouted from the feeling of the cold water all over him.

"Morning," Sophie greeted with a smile, hiding the bucket behind her, acting all innocent.

Max shivered and looked at her. "W-what the heck happened?!" he asked.

"Well…" She said calmly, showing him the bucket. "I poured water all over you."

He looked at her and smiled. "Thanks… But why…" His smile disappeared and turned into an angry face. "Would you use cold freaking water?!"

"You weren't waking up so I figure this is the only way."

He gritted his teeth and looked away, pouting.

She smiled, putting the bucket down. She grabbed his face and touched his nose with hers.

He opened his eyes wide at seeing her action with his ears standing up.

"Go take a shower," she said, rubbing his cheek with her thumb. "I'm planning to take you somewhere else."

Max was still shivering and he nodded. "I'll use the heater this time…" he said.

She smiled sweetly and placed her forehead on his. "Sorry…" she apologized with a pouty face.

The fox shut his mouth tight. "I-It's okay…" He stood up and took off his hoodie, handing it to her for her to wash it. "It's dry clean only," he continued. "So you owe me."

Sophie giggled and shook her head. "Just go and shower already," she insisted, shoving him lightly.

Max smiled back and walked to the bathroom, turning on the heater. He also realized that Sophie was in such a good mood today. After what happened last night, she must have had a good night sleep. He was still curious about what happened between her and her mother. But it was none of his business. Not yet, that is…

Later that day…

Sophie was tugging at the end of Max's sleeve on his hoodie, while pointing forward. "Come on, come on!" she said, excitingly. She was pointing at a place called the Ice Palace.

The Ice Palace looked like one of the pyramids in Egypt only it was made of blocks of ice. There were even the words 'ICE PALACE' carved on a row of them. Lights were place at the end of each row like spotlights as they move around, left to right, back and forward. Even the words were shining underneath them. There was even mist coming out of the building as if it was just frozen. The building looked truly unique.

Max looked up at it, wondering what it would look like at night. He was so lost from the elegance of the frozen building.

"Max!" Sophie called.

His head dropped down, looking forward, to find Sophie already at the entrance. He quickly jogged his way to her. "Sorry," he said. "Just got lost there." His ears drooped when he saw what the Ice Palace was. It was an ice rink stadium.

There were two ice rinks there. One for ice skating, the other for ice hockey.

There were so many animals from the arctic and a few who weren't were ice skating and playing ice hockey around the place. There were even kids practicing on how to do them even those who weren't from the arctic. Max looked around and frowned.

Sophie noticed this. "What's wrong?" she said.

"I've… Never done this before…" he said. "Never even tried skateboarding even."

She smiled. "Well then…" She grabbed his arm. "I'll teach you!"

She pulled him to the ice rink and stepped into the frozen body of water. She then dragged her left feet on the ice, causing her to slide forward. She was even doing some acrobatics on it even and Max was intrigued. He clapped slowly in amazement as he watched.

She made her way towards him and grabbed his paw. "Come on," she insisted.

Max looked around and saw that even some adult mammals were still practicing. He shrugged and stepped on the ice only to slip, landing on his bottom.

"Ow…" he groaned.

"Oh gosh," Sophie reacted, covering her mouth. "Are you okay?" She bent her knees, checking on him.

"Yea, yea…" he said weakly. "I'm okay…" He saw the railing and grabbed it, hooking his arm to it. His legs kept slipping but his arm and paw were strong enough to hold him still.

"Just relax, Max…" Sophie said, skating behind him while twirling around. "It's really easy. Just take a deep breath and let it out slowly."

His legs shook for a little he took a deep breath. They stopped shaking the moment he let it out. He took another breath in and was more relaxed now. He let go hesitantly and stood still, not moving a single muscle.

"Okay…" he said. "Now what?"

She smirked and pushed him slowly, with him sliding on the ice on his heels. "Now, we skate!" she said joyfully.

Max gritted his teeth with his eyes wide opened in fear. However, Sophie was very supportive and always managed to grab him in time before he falls down. Almost as if she knew what was going to happen.

The fox quickly reached for the railing and breathe heavily. "You… Are a mad bunny!" he exclaimed.

"Hare," she corrected with an innocent smile, with her paws behind her.

He swallowed and looked away from her.

Sophie's innocent smile turned into a tender one. She grabbed his paws softly. "Alright, no more playing around," she said. "I'll teach you for real this time."

Max was feeling a little skeptical about it at first. But, that smile of hers told him that she was being serious this time so he decided to go along with it.

"Keep your eyes on mine okay?" she said. Soon, he was ice skating with her. His eyes were locked on to hers as he was instructed to. Every time she moved her feet back, he would move his forward. Both were staring into each other's eyes. It was just like back at the Rainforest District on the bridge. When Sophie kept looking down and Max helped her. But it seems the role has been reversed now.

She let go of him slowly and he slid his feet carefully and slowly, trying not to slip. Every time he feels his legs shaking, he would take a deep breath and let it out to ease the feeling. Eventually, he got the hang of it and was ice skating. Unlike Sophie, he still can't twirl or jump around the place like her. Every time she did those, he would laugh and call her a showoff.

They eventually took a break and sat at the canteen to take a breather. Max bought a bottle of cold water too. And he just found out that the cold water in Tundratown had icicles dripping down on them. However, the inside wasn't frozen, only the bottle.

And when he took his first drink, boy, was it cold. It was subzero cold.

He sighed and looked at the bottle. "Damn, that's cold!" he said.

"Welcome to Tundratown," Sophie said, giggling, moving her feet back and forth.

He chuckled and took another drink from it. It really felt refreshing. He was relief from all the ice skating. He tripped a few times just now too but thanks to Sophie always cheering him on, he kept going. Even though his butt hurts a little.

As for Sophie, she just stared at him, her chin on the palm of her paws, smiling at him gleefully.

Max raised an eyebrow with an awkward smile. "Yes, Soph?" he asked.

"Oh, nothing…" she said sounding a bit too happy. "Just… Keep drinking."

His smile vanished and he put down his drink. "Something bothering you?" he asked, leaning closer.

Sophie looked away and tightened up her lips. "It's… You know…" she muttered, with her ears dropping down.

"Last night?"

She bit her lips softly and nodded.

"Well, just so you know, I'm always here for you. You can always tell me if you even need an ear. Not literally though."

Sophie laughed softly at his last sentence and nodded. "Later… After we're done," she said.

The fox grinned and offered her his water. "I think you could use this to cool off," he said.

She giggled again and took it. "Will you stop with the lame jokes?"

"Huh?" Max's brain began to process. "Oh yeah. I don't mean it as a joke. Like… I really mean it. Hmm… That's a good joke there. I'll keep that in mind."

She let out another giggle and looked away. "Dork…" she muttered, looking at the ground.

As time fly by, Max got better and better with the ice skating. He has slipped and tripped many times but he got the hang of it at each turn. Thanks to Sophie, he actually learnt something new. And was willing to take more falls on his butt even though he hates it.

As evening arrived, the two of them can be seen sitting on a bench in Tundratown's park. Mammals were seen ice skating and some were just taking a stroll with their friends and families. Max, just stared at the scene and smile weakly. How he wish he could have shown this to his parents.

"Max?" Sophie called, tugging on his sleeve. He turned to her. "You okay?"

"Yea…" he answered weakly. "Just… Kinda miss my parents… And my comrades…"

She bit her lips softly. "If it helps you feel better… Would you like to know what happened last night between me and my mom now?"

Silence at first. "Only if you want to," he said.

She nodded. "Well… I do want to…"

Max turned away and closed his eyes, trying to focus. "I'm listening…"

"Well…" she began. "My mom called me last night because of my… 'wedding'… She said that… The wedding will be a little early now and… She wanted me and… 'douchebag' Richard, to visit them before that…"

Max chuckled when he heard the nickname she gave to the jack she was 'dating'.

"And… Well… I…" She rubbed the back of her neck, looking away from him. "I don't wanna go but… I have to…"

Max stayed silent, eyes still closed.

"Are you listening?"

"All of it."

"And I was thinking that maybe… We could spend some more time together…? Before I go…?"

Max opened his eyes and sighed. "How long till you have to go…?" he asked, still not looking at her.

"In… 3 days…"

It took the fox a while to turn to her. He then held her in his arms, wrapping them around her. "Then… I think I might have an idea for what we can do tomorrow…"

Sophie looked up at him and buried her lower face in her scarf, trying to cover up her blush. She didn't want to but it was just the way how she acts now.

"Okay…" she muttered.

Max smiled and let her go. "Now… One favor?" he requested. "Help me get back home? Because I think I might have broken my butt…" He then lay on the bench, laying his head on her lap.

She giggled and sniffed, wiping her nose. "Okay…" she said, smiling.


A/N: There you go. Chapter 12 done. Chapter 13 will be quite special. A lot of you requested this one and I immediately decided not to ignore this idea. So be on the lookout for it.

And also, in Zootopia, no one wears shoes. So the mammals ice skate with their feets instead. Byron Howard already confirmed this.

And to those who wants a rated-T story, please leave your requests in the reviews so I may give you the safe version.

Remember: Only ONE chapter is rated M content. The rest are all safe. The guidelines said that even if one chapter is mature, it counts as the whole story as mature. Sorry, guys and gals. But I'm the type of guy that follows the rules. :P

Anyway, remember to leave your requests for the safe version in the reviews. I'll be sure to send it to all of you in the PMs. Or, you can check out my tumblr for it. It's the first link in my profile info. Anyway, off I go. Ciao. :)