A/N: And here's the second update...

Chapter 14:

It definitely took the two teens to lift Zack up the stairs and Cody was glad he'd convinced Max to come along with him, though he was mildly surprised she didn't bail at the coffee shop.

About a third of the way up the stairs, which getting even that far was a struggle to say the least, they were able to rouse Zack enough that he did a bit of the climbing himself and even walked to his bedroom of his own accord. They heard him crash on the bed and decided it best to leave him alone.

Cody collapsed onto the couch and Max stood rigid near the door, obviously torn between the welcoming warmth of the apartment and the cold familiarity of the outdoors.

"Thanks for your help, Max. I'm sorry Zack's a dumbass," he said.

"You and me both," Max muttered, then clearing her throat, "Cody...about what I told you at the coffee shop."

"I won't tell Zack."

"Thanks."

"It's not for you," Cody said, though the words were cold he kept his tone wistful, "i don't want to hurt my brother. He's used to shouldering the blame for everything and if I tell him you closed off from us because of him, he'll just think it's another thing he screwed up."

Max nodded. She slipped the jacket off and set it on the table then headed for the door. Cody sat up on the couch.

"If you want, I can give you a ride wherever you need to go," he offered. Max glanced at him, hand lightly touching the front doorknob.

"Uh...that's alright," she smiled, though it looked more like a grimace, "I'll walk."

"It's late and it's cold. I can't, with good conscience, let you go walking anywhere," Cody persisted, lifting himself off the couch and taking a few steps towards her, "It's not a problem, just tell me where to take you. Its the least I can do, dragging you all the way here."

"No. Really. It's fine."

"Because you don't have anywhere to go?"

Max's heart thumped pathetically against her ribcage. She didn't know why he bothered asking, it was clear he already knew the answer. She balled her hands into fists, body trembling with sudden rage.

"What do you want me to say?"

Silence.

"If I tell you a lie, will you let me leave?"

Cody lowered his face, his hair shadowing his expression. "I don't let you do anything. I can't force you to stay if you want to go, can I? If you really want to go, Max, the door is there. And if you didn't want to go – well, the couch is comfortable and we've got an extra blanket, and my mom won't be home tonight. And if, at some point later in the night, you decide you do want to go, the door will still be there."

Max let her fingers unfurl, and her tense muscles loosen slightly.

"It's been awhile...since I've...slept...on a couch," she hesitantly admitted. Cody figured that meant it had been awhile since she'd slept on something comfortable.

"I'll get a blanket," he told her carefully so as not to strike a cord with her highly-sensitive flight instinct.

He retrieved one of his mom's many extra-quilts from the linen closet and brought it back to the living room. Max was standing by the door still but she'd turned away from it. He set the blanket on the couch.

"There's a bathroom back that way, if you need it," he said. He picked the remote off the coffee table, "If you want to watch T.V., this one works the set and the other one on top of the box there is for the cable. If you need me, my bedroom is this one right here," he pointed to his door, "Don't bother with Zack, right now he's dead to world."

Max covered a smile until it faded away then nodded.

"So...yeah...I'm gonna go brush my teeth. If you want anything in the kitchen go for it, I haven't gone grocery shopping in a few days so there's not much food. There's cola and root beer though, a few oranges and apples in the fridge, bananas on the counter. Glasses are in the cupboard over the sink."

"Okay."

"Right...going..." he began towards the bathroom.

"Uh...can I..." she faltered and Cody came to a halt, wheeling back round and eagerly looking to her.

"Yes?"

"Can I use your toothpaste?" she mumbled, she had removed her pack from her shoulders and was fumbling inside, "I have a brush but...toothpaste gets expensive and..." she lowered her eyes, "...tweakers like to steal it."

"Yeah...I'll leave it on the counter for you, okay?"

Max nodded. She wandered the living room again as she heard Cody down the hall preparing for bed. Examining pictures hung on the wall, she found herself near Zack's door. He hadn't closed it all the way and she could just see inside through the dark his hunkered form draped across the mess of blankets and pillows on his bed. She was aware she was now staring, a soft smile playing on her lips, warmth in her cheeks. She could see his shoulders rise and fall with each breath he took, could hear his light snores. She wondered what kind of expression he was wearing on his face.

When she heard the bathroom door click open, she startled her eyes away and focused her attention on one of the wall photos. The boys were in robes and mortar caps, dressed for eighth grade graduation and posed outside in front of Buckner Middle School. She hadn't been there that day, she recalled. She hadn't been there most days in eighth grade.

A light touch at her arm and she glanced to Cody now standing beside her in pajamas and feet bare.

"Good night," he told her. She smiled, nodded, watched as he slipped into his bedroom, the door clicking securely shut behind him.

Cody hadn't lied, the couch was comfortable, and while Max had promised herself she would only lie down a few hours then leave, she awoke the next morning to a sunlit room and muffled laughter. She glared at the time on the cable box, 12:23, and assumed with an angry groan that it wasn't midnight.

The quilt slipped off her body as she sat up, rubbing the sleep from her eyes and finger-brushing the hair out of her face. She realized the mirthful noises were coming from Cody's room and even managed to catch a few of the boy's words between chuckles and pauses for response, "...oh, Bailey...right...no...working on it...he's..."

Max folded the quilt, setting it on the edge of the couch, then reached for her pack and shoes, kicked off somewhere on the floor. She started to tie the laces of her sneaker, then jerked up straight in surprise when one of the doors closed behind her.

"...morning," came gurgled greeting.

Her heart kicked in to overdrive. She watched, tense, as that groggy boy trudged across the room into the kitchen in his frumpy clothes from the night before, massaging his face, eyes squeezed closed.

"...why are you here?"

Heart stopped. Face flushed.

"You're the one that begged me to stay," she snapped. His eyes slowly opened and fixed on her a confused stare.

"...what?"

"You don't...remember?"

The look on his face made it painfully clear the night before was a complete blank.

In that moment, a cruelty overtook Max, and she gave him an Oscar-winning look of poignant pain, "How could you not remember? You told me I was your goddess, that you wanted to worship my body. You begged me on your hands and knees to stay with you always. I can't believe you forgot. You said you couldn't live without me, you even kissed my feet, carried me to the bed and ravished me with your love. Admittedly, you were a bit clumsy, and didn't quite seem to know exactly where to put what but it was endearing and I thought...I thought it meant something to you."

The color drained from his face. His eyes were wide. "I...what? Oh God, what happened last night. I don't remember anything!"

Max tried to choke back her laughter, covering her broad grin with a hand and gasped, "Calm down, calm down...nothing happened, Zack. I'm just teasing you. I made it all up, I promise, nothing happened. Sheesh, you're too easy."

He rolled his eyes, burying his face in his hands and groaned, "Jesus, Max, don't do that to me. I'm hung over, for crying out loud!"

"Oh, grow some balls," she chuckled and he shot her an angry glare that lost all effect as the corner of his lip twitched up into a smirk. Somber again, she explained, "You're brother made me stay the night after I helped him drag your sorry drunk ass home."

"Oh...um...thanks, then," Zack murmured distractedly, reaching for a cup and filling it with water.

"Right. Uh...I was just on my way out, though, so...yeah," Max stammered, tugging on her other shoe and starting for the door without bothering to lace it.

"I'm starting to feel like you're always running away from me," Zack commented. It was meant to be a joke, but the sad truth in the statement rang clear and brought Max to an immediate halt.

"That's...it's...I'm not," she argued. She turned round, met his bemused expression. He was leaning against the counter, arms folded over his chest. She felt a jolt electric down her spine and narrowed her eyes menacingly at the boy. Took a few steps towards him. Firmly she bit out, "I don't run from anyone. That includes you, Zack Martin."

"Good."

"Yeah."

"I'm glad we cleared that up."

The two became suddenly shy. Shifting their gazes awkwardly away from one another, cheeks flushed.

"So...you want to go shoot some hoops?" Zack was first to speak up.

Max eyed him. "Sure."

A/N: Riana Kaiba correctly predicted that someone would be convincing Max to stay the night! I know, some things are kind of predictable in this story (didn't I mention that before)...I least, I thought they were...but then, I wrote it so it should be "predictable" to me, after all, I know what happens next. Oh well...

Max is a liar, by the way. She runs all the time, we've all seen it practically every chapter she's been in. She just doesn't like to back down from a challenge.

Let me know what you think!