"Flannel, really?" Rocket questioned as he held out the flannel shirt, now shrunken down to fit his size.

"Yeah, I don't know, I thought you'd look really cute in it," Max shrugged, a light pink misting her cheeks, "Don't forget the pants, they might be a little big but that's as small as I could get them."

He nodded as he picked up a pair of jeans and a black t-shirt, "Alright, thanks, Maxie."

She smiled, "No problem, Rocket."

She watched in silence as he walked into her room and closed the door slightly, still open a crack. Max bit her lip, thoughts of when she found him flowed her mind. She remembered how she carefully unbuttoning his jumpsuit, scared that he might wake up and bite her. She remembered staring at his abdomen, feeling an urge to run her hands over his stomach and chest. The fascination she felt when she laid her eyes on his back, she wanted to trace the wiring with her fingers but didn't dare due to the fear of hurting him.

Max hesitantly walked up to the door to her room, taking a deep breath before peering behind the door and into her room. Rocket stood in the middle of her room, his scarf laying on the floor and the clothes she had given him laid neatly on her bed. Rocket's jumpsuit fell at his hips, his back fully exposed to Max as he bent over to unbuckle his boots. Max couldn't stop staring as he stripped himself of his clothes until he was just in his boxers. His ears twitched, sensing eyes on him. He looked back at her, her heart-stopping as they locked eyes.

"Pretty, ain't it?" He mumbled sarcastically as he reached for the jeans on the bed.

"Why do you have that?" She questioned with a whisper.

Rocket shrugged, "Just how I was created."

"Does it hurt?"

"Sometimes," he responded with a sigh, "Most of the time it feels numb, like, I can feel if someones touching me but I can never feel the warmth or texture, just the pressure."

She frowned, "That sounds awful."

"You get used to it," he said as he put on the jeans, "It used to hurt a lot when I was younger, but as I've gotten older it's become less painful. Maybe I'm just getting used to the pain, I don't know."

Rocket reached for the shirt Max had given him, he was about to put it over his head when Max stopped him.

"Rocket, wait," he did as he was told and looked up at her, she blushed and bit her lip as she entered the room, her body tense, "Can I touch it?"

He cocked his brow, a bit taken back by the question.

"I understand if you don't want me to, I know it's a little weird asking-"

"Go ahead," he grumbled.

"W-What?"

He stared her dead in the eye, "I said, go ahead."

She stood there, stunned by his willingness to be touched by her. She hesitantly knelt beside him, Rocket turning so his back was facing her. He could feel an odd tingly sensation in his back which caused him to wince as her fingers ghosted over his back.

"Sorry," she whispered, "Let me know if you want me to stop."

Rocket just nodded before slowly closing his eyes shut. No one had really ever touched him there, even the old Groot didn't really touch him there much. Then again, when he was still around Rocket's back was more sensitive and prone to pain, which was one of the many reasons he didn't like to be touched.

Max was careful as she ran her fingers up his back, mapping the scars and tracing the edges where scarred skin met fur. Taking her time as she memorized every scar and implant that laid in his back. She started to run her fingers over his shoulder blades and then up to his shoulders and onto his biceps. Both of her hands gently running over the muscle and fur on either bicep before running her hands over his waist.

Rocket gasped as he shivered, "M-Maxie, wha-what're you doin'?"

She stopped, pulling her hands away by just a few inches, "I, I don't know, I'm sorry, I-"

"Can you," he paused, his breath slightly labored, "Can you keep going?"

Her cheeks became red as lewd and inappropriate thoughts coursed through her mind.

"Yes," she breathed before returned her hands back to his waist.

Rocket let out a gasp as her hands ran up his waist, slowly turning him to face her. He bit the inside of his cheek as his cock strained against his jeans, he hoped that Max wouldn't be able to see it. If she did, she didn't seem to care as she ran her hands over his belly and chest, gently pushing him onto the ground as she knelt over him.

"Maxie," he whispered, his pupils dilated and his heart beating a mile a minute.

She just stared down at him, her mouth agape as she panted softly. Her hands beginning to run down his body, stopping when she reached the top of his jeans. She looked down and her eyes widened as she saw his hard cock bulging from his jeans.

Rocket's lust-filled haze immediately disappeared as he watched Max's expression change.

"Shit, Max, I'm sorry, I-"

He was interrupted by her lips pressing hard against his. His eyes fluttered shut as he moaned into the kiss, his hand resting on her shoulder as she placed her hands on either side of him. They pulled away after a few seconds, panting hard against one another.

"Max, I-I-" Rocket stuttered, having no idea what to say to her, "W-Why?"

"Why what?" She panted as she stared down at him.

He shook his head, cheeks red and heart aching as he whispered, "Why me?"

She let out a soft laugh, "Because I love you, Rocket."

He shivered, no one had ever really said that to him before. Baby Groot was the only one who had, but it had been so long since he had. Ever since Groot became a teenager he became distant, never wanting to hug or snuggle up with Rocket as he use to when he was just a baby.

He shook his head, "I, I don't get it, I don't get why you would. I mean, look at me," he gestured to his body, "I'm a freak and an asshole, why would you ever-"

"Rocket," Max said as she pressed her finger to his lips, "You're not a freak, you're smart and funny and kind, well, when you want to be," she smirked, "You're so much more than just a 'raccoon,' you feel things, you communicate, you act so human you practically are one."

He looked down, "I just don't get it."

She frowned as a look of concern on her face, "Then, then maybe I should show you," she whispered.

Rocket stared as she backed away from him and slowly began to lift up her top. Rocket's eyes widened and he grabbed her shirt and shoved it down.

"Max, what're you doing!?"

Her eyes widened, taking aback due to his reaction, "Rocket, I'm, I'm sorry, I just want you to feel good, I want you to be happy."

His shocked expression turned to one of sadness, "Oh Maxie," he whispered as he shook his head, "You, you do make me happy, but you shouldn't, you know," he gestured to her shirt, "Do this to try and make me happy."

She nodded slowly staring at the ground as her cheeks darkened with embarrassment, "What are we, Rocket?"

He stared at her for a moment before shaking his head, "I, I don't know."

She nodded a look of sadness in her eyes. Rocket frowned, he wanted her but he didn't want his issues to impact her life. She had enough shit to worry about and his problems wouldn't help.

He hesitantly rose up and kissed her cheek, "I don't want you to have to worry about me."

She laughed, "Rocket, I'll always worry about you, that's what people do when they care for one another."

He nodded slowly as he reached for her hand, he grasped it tightly as he stared up into her eyes, "Is this really what you want?"

She nodded, "Yes, Rocket, I love you."

"I love you too, Max," he whispered before leaning up to kiss her.

Authors note: just a heads up, next chapter will be entirely smut, hope you guys enjoy it!