A/N: Basically an AU; no rewind powers, death, or any missing girls. I got the idea for this fanfiction after playing episode one of BtS.

Max lets out a sigh of relief as soon as she steps out of Ms. Grant's classroom; first semester finals were finally over, so now all the students could have a relaxing weekend without having to worry about any tests… for awhile anyway.

Max spots Brooke taking out her phone, probably about ready to play a game as she walks towards her locker. Since all of her tests were done, and it was a Friday, Max was in an extremely good mood, and she also felt like socializing a little bit.

"Hey Brooke," the photographer greeted.

"Oh, hey Max," Brooke took a quick glance up at Max before returning to her phone to pause her game. "Haven't talked to you in awhile. How did the test go for you?" Brooke asked.

"I think I did okay, I'm not really much of a science nerd," Max admitted. "But I've been studying my ass off so I couldn't have done too poorly. What about you?"

"I think I did good," said Brooke. "Although biology isn't my biggest strength. I'm more into meteorology and chemistry as you might know. Although…" the scientist began to blush. "Warren and I did study a little bit to prep for finals, so that really helped."

Max grinned at the blushing Blackwell student before her. "You two are really cute together."

"Oh… um, thank you, Max…" Brooke covered her mouth in an attempt to cover an incoming cough. Warren and Brooke have been dating for about a month now and they were actually working out well so far. At first, there were complications between the three of them due to Warren having feelings for Max. But Max just didn't see Warren in that way, and also harbored feelings for someone else. Someone of which that has blue hair and enjoys punk rock music. But eventually, Warren got over his crush and moved on to a much suitable candidate. Now, Max just had to worry about her personal love issues.

"You're welcome Brooke," said Max. "I'll catch you later okay? I don't want to keep you from your game for too long."

"Oh, okay. Well, you know where to find me if you ever want someone to talk about with," Brooke joked.

Max giggled, "will do."

The two girls went their separate ways; Brooke was walking towards her locker, still on her phone, while Max headed towards the bus stop. She decided to pay her best friend Chloe a surprise visit since she couldn't make much time to hang out due to all that studying she had to commit to. However, now that her finals were over, she had much more time on her hands. Max then soon made it to her destination, putting on her earbuds as Crosses began to play by José González. When the school bus shortly arrived, Max greeted the bus driver with a shy smile before giving him the directions to Chloe's house. The brunette then made her way to the middle of the bus and picked a seat. It was nice, not too far like the way back, but not all the way up front either. Also, there weren't too many students riding the bus today. Max was on the bus listening to her music for about 15 minutes before being dropped off at Chloe's house. As the bus was about to yield by the Price's home, Max saw a car park by the house. A woman stepped out of the car with blonde hair and a large blue hair clip to keep her pony tail intact, along with a Two Whale's diner uniform; Joyce must be coming home from her shift. Joyce noticed the bus stop by her house, and assuming it was Max, she decided to wait for her. The photographer rises from her seat soon after the bus comes to a complete stop. She thanks the bus driver before descending down the steps and heading towards Joyce.

"Why hello Max Caulfield, it's good to see you."

"Hey Joyce, how are you?" Max asked.

"Oh, just tired. It was a really long day today. And of course, in the morning' it can get pretty packed. I'm just glad to be home." Joyce replied as she got out her keys to unlock the front door.

"Yeah, I understand. School finals have been a real pain…" the brunette sighed.

"Those ended today though, huh? How'd you do?" Joyce asked.

"I think I did alright. As long as I passed, that's all that matters."

"Well, I'm sure you did fine. You're a bright young woman," Joyce stated.

"Thanks, Joyce," Max said as she put her right hand on her left adding her famous shy smile.

The Two Whale's employee entered the kitchen as Max followed, gathering assorted seasonings from the cabinets, along with the plates and silverware.

"You'll be stayin' for dinner, won't you Max?" Joyce asked.

"Oh, yeah. I was thinking of spending the weekend here with Chloe if that's okay…"

"Of course Max, you're always welcome here. Chloe is probably up in her room if you wanna go say 'hi.'"

Max then turned her attention towards the stairway and made her way upstairs. She made it to Chloe's bedroom door, which was closed. Max made a few knocks on the door before waiting for a reply, which she didn't get. Max tried knocking for the second time and once again, no response. The photographer then turned the doorknob, slowly opening the door revealed Chloe sprawled out on her bed and looked liked to be Chloe touching herself. She was wearing earbuds and the punk's eyes were closed; she looked like she was in utter bliss. Max, on the other hand, stood there completely frozen in shock, unsure of what to do. Should she get the hell out of there and maybe text Chloe that she had 'just arrived' as if nothing happened. After all, Chloe was listening to her music (porn) with her phone. Or should she interrupt Chloe's... session right here right now? Damn, if only Max could rewind time; then she could have prevented this awkward moment. It was then that Chloe opened her eyes and saw Max standing there.

"Shit! Max!" Chloe yelped. The bluenette quickly removed her hand from her private area and covered herself up with a blanket.

"How long were you standing there?" Chloe breathed.

"Um… er not long at all… I literally just walked in and saw you… um, yeah. I knocked but you weren't answering so…" Max explained awkwardly.

"Well, fuck. You know you could have called or texted me, right?" Chloe turned her head, looking and sounding quite vexed. "Besides, how did you even get in? No one's home other than me. And there's no way I would've heard the doorbell."

"I wanted my visit to be a surprise, and Joyce let me in," Max answered.

"Shit, Joyce is back…? guess her shift ended early. She wasn't supposed to come home 'till around six."

"Well, I'm sorry I walked in on you. But I wasn't expecting you to be masturbating in all honesty." Max started to get defensive.

Before Chloe could respond, she was cut off by the sound of her mother's voice calling from downstairs.

"Dinner's ready! Come grub before your dinner gets's cold!" Joyce called.

Chloe sighed before she pulled herself out of bed, putting on a pair of boxers and sweat pants.

"Let's get going, hippie. I'll meet you downstairs. I gotta, uh… wash my hands."

"Yeah," said Max. The photographer didn't quite get how someone could eat right after doing that, even after washing their hands. And I guess now isn't the best time to take a shower.

"Where's Chloe?" Joyce asked.

"Oh, uh, she's in the bathroom. Should be downstairs soon."

"Ah, well there's some mac and cheese in the crockpot; help yourself, Max."

"Thanks," said the brunette as she grabbed a plate along with a serving of mac and cheese from the crockpot. She sat down across from Joyce who was reading the newspaper and occasionally taking bites of her macaroni. Max started to inhale her dinner; not only was she very hungry from a long day at school, but she also loved Joyce's cooking. It was then that footsteps could be heard coming down the stairs. The rebel entered the kitchen, discovering the food.

"Looks good Mom," Chloe commented.

"Well, look who decided to show up for dinner," said Joyce setting the newspaper on her lap.

"Hell yeah, I'm not missing out on food. Step Pepper's not here yet?" Chloe asked, changing the current subject.

"No, not yet. David won't be home 'till around seven," said Joyce.

"Good, that means less time of having to see his face," Chloe smirked as she gave her rude remark.

"Chloe, enough with the attitude," Joyce demanded. "Can't you go one damn dinner session without being so toxic?"

"Guess not," Chloe mumbled as she rolled her eyes.

Max took a deep breath as she felt her fingers curled up. She just wished that this stupid family drama would just disappear. At least it has gotten a lot better since David first moved it, and Chloe has adjusted to the fact of David being her step father… somewhat anyway.

A few minutes of silence passed before Joyce turned her direction to Chloe and Max.

"So, what're you two gonna do this weekend?" she asked.

"Huh?" said the bluenette.

"I was going to tell you," said Max. "I'll be staying here for the weekend since I haven't had all that much time to hang out with you lately," she explained.

"Ah… cool."

Max got this vibe that Chloe didn't think it was so 'cool.' She was probably still embarrassed after what happened. Having your best friend walk in on you while you're getting off and then saying that they'll be staying for a couple days would be pretty awkward.

"I guess we could watch movies or hang out around town," Chloe turned her attention towards her friend. "Whatever you want to do Max."

"Okay…" the smaller girl replied.

After dinner, the two girls made their way back to Chloe's room. The punk grabbed her sheets and blankets, taking them downstairs to be washed and replacing her bed with a new set before flopping down on her bed. Max sat down on the edge of the bed, as she started smoking a joint.

"Hey Max," Chloe spoke up after releasing her first inhale. "I'm sorry I was being all pissy about earlier. I was acting like a bitch. I was just… really embarrassed. But I guess I should be thankful that it you who walked in on me, and not my Mom.

"It's okay Che. I was starting to get a bit defensive before we were called down. And besides, what you were doing wasn't abnormal or anything… I mean, I've done it too…" The younger girl admitted as she turned her direction away from Chloe, blushing.

0The taller girl sat up, joint in hand. "Max Caulfield touching herself?" Chloe questioned. "I don't think I could see that."

"Wh-why not?" Max stammered.

"Well… 'cause you're pretty innocent." Another exhale.

Maybe I'm not as innocent as you think… Max wanted to say these words out loud, but couldn't bring herself to do so.

"I suppose…"

"So what do you do?" The punk questioned.

"What do you mean?"

Chloe raised her eyebrow; she assumed her question was pretty straight forward.

"You know… what do you do while you masturbate? Do you watch porn? Listen to porn? Or do you think of someone?"

Max felt her eyes widen at the question. She should have suspected that Chloe would want to talk about these types of things. But there was no way she could answer truthfully, that would just give away her feelings. She could not tell her best friend that she would get off at the thought of Chloe tenderly kissing her neck, caressing her pale skin, or whispering and moaning her name. "Umm… Well, I don't really know. I just do it I guess…" Max lied.

"Ah," said Chloe as she took another drag.

"What about you? I guess I shouldn't be surprised that you masturbate. What with your boy toy phase and all," Max teased.

"Usually I'll listen to porn," Chloe admitted. "But I tend to have Pris and Deckard in my head while I'm doing it."

The smaller girl stifled a laugh."You can't be serious."

"But I am. Must be Pris' bangs."

"Oh my god Chloe!" Max giggled.

"But do you know what's even weirder?" Chloe asked.

"Yeah?" Max asked, covering her mouth.

"There's this one person I think about more than either of those two combined though…" said Chloe as she turned her direction towards her window behind her desk.

"...Who?" Max felt her heart trying to burst out of her chest and her fingers curl, much like a scorpion's tail as her hand laid upon Chloe's bed.

"Well, she's hella adorable…" Chloe began. "And she's a total dork and will just say the silliest things. She's also a real nerd, especially when it comes to photography…"

Oh shit

"She's got these cute little freckles on her face that I absolutely love, and she has short brown hair."

Oh god.

"And she almost always wears t-shirts and jeans… She's my best friend," the punk concluded.

"Chloe," Max breathed.

"I-know I probably shouldn't have said anything. It's okay if you don't feel the same way about me." Chloe spoke as she was trying to sound nonchalant, but still had that hint of worry.

Max eased that worry, however, as she crept towards Chloe, placing her small hand on the older girl's cheek. "M-Max?"

The younger girl then laid her lips among Chloe's, making the kiss delicate and sweet. Right before she could pull away, Chloe kissed her back. The punk pulled at the photographer's waist as she deepened the kiss; Max took this as a signal to get closer and did just that.

"Did I get my point across?" Asked Max rhetorically in between kisses. Switching between Chloe's lips, her cheek, and her jawline. Chloe pulled away to look at her best friend, giving her a smirk.

"Hmm… maybe," Chloe joked, placing a kiss on Max's nose before pulling her into a tight hug. "I'm so happy," she whispered into Max's ear. Max murmured a reply, "Me too."

Chloe connected her eyes with Max's before her eyes made their way to the brunette's neck. Chloe didn't hesitate before bringing her lips to the photographer's neck, placing a few kisses here and there before speaking again. "Is this okay?" Chloe asked.

Max gulped at the question; she could feel Chloe's breath against her neck, which practically made her entire body quiver in anticipation. "Yeah…"

Max could feel the grin arise on her friend's face as she proceeded to plant kisses along her neck and jawline before gently laying Max down so she could be above her. The bluenette kissed Max hungrily as she slowly crept her hand under Max's shirt. The introvert immediately felt herself sinking into the warmth that radiated from Chloe's palm, as it made its way up just under one of Max's breasts. Chloe directed her eyes from the placement of her hand to Max's face, awaiting her approval. The artist nodded, waiting for Chloe to touch her more. Chloe then slid her hand under Max's bra, gently squishing her breast, playing with her nipple with her thumb, and continuing to kiss her. Max wanted to grant easier access to Chloe, so she sat up to remove her shirt; she also attempted to unclip her bra, but found it quite difficult due to her trembling hands. "Here, let me help," Chloe offered.

The older girl's hands were more steady compared to Max's and she was able to remove the bra easily. Was Chloe even nervous at all? Max tried not to question it too much as she felt her back once again reach the bed, completely topless; while Chloe returned to her previous position. But before being able to return to kissing the photographer, the girl below her tugged at her tank top. Knowing what Max wanted, she decided to remove the article of clothing that was in the way. "Guess it's only fair, huh?" asked Chloe.

Max did not answer, due to her focus on Chloe lifting up her shirt, revealing her toned abdomen; and how her waist would create motion as her top was being removed. Max was virtually ogling at her friend's body with bedroom eyes. Chloe then went on to remove her black bra, throwing it, along with the tank top somewhere across the room. The rebel looked down at her friend, a smug look on her face."So, Caulfield, you like what you see?" Max took a good at Chloe's half naked body, taking in every single detail; treating her eyes as if they were her Polaroid lens.

Max's face, along with the rest of her entire body becomes hot; her heart was hammering against her chest like it was trying to escape. All she could do was produce a small nod in response. Satisfied, Chloe then returned to her desired activity of kissing Max, starting with her her lips. Chloe's kisses were eager and were soon trying to gain permission to explore Max's mouth by licking her lower lip. Max granted permission by opening her mouth, allowing Chloe's tongue to enter. The brunette closed her eyes, once again placing her hand on Chloe's cheek as they explored each other's mouths; small moans and whimpers of bliss escaping from the both of them. The rebel eventually turned her attention back to Max's neck, wanting to kiss it again. The older teen's lips trailed down Max's neck as she arched her head to allow Chloe more access. Chloe then made her way to Max's collarbone, placing kisses, along with small bites; causing Max to slightly wince at the contact. The photographer then felt Chloe's lips on her right nipple, as she kissed and sucked it, eventually marking a few kisses on the girl's stomach before reaching her destination. "Jackpot," Chloe declared as her her finger tips landed on the button of Max's jeans. "You still good?" the taller girl asked once again. "Yes," answered Max, who in all honesty just wanted Chloe to fuck her right here and now, but did not want to come off as impatient.

She was pretty sure she was already coming off as super desperate, and she kind of liked the fact Chloe was checking in on her because it really shows how considerate Chloe can be. The rebel then proceeded to unbutton Max's jeans, slipping them off, along with her underwear. "Damn Max, you're already hella wet," Chloe teased. "Yeah, because of you," Max retorted.

Chloe laughed. "True, and I can freely admit that you're not the only one who's wet." Max brought the palm of her hands to her face, locking it away from Chloe's sight. "That's not making me feel any less embarrassed, if not more. I can't believe we're actually about to have sex…"

"Which is why you shouldn't be covering up your cute face, Max," Chloe stated, removing Max's hands from her face and placing a quick peck on her lips. Chloe then brought her attention to Max's barrier, inserting one of her fingers. Max flinched at the sudden move, gripping Chloe's sheets. Chloe explored Max's entrance with her finger, trying to find her friend's good spot, knowing that this was all new to Max, so it probably felt strange to her. "R-right there…" Max whimpered.

Chloe continued to focus on that particular area that Max liked, before entering her second finger. As more small moans began to escape from Max, Chloe quickened her pace."Chloe, I think I'm close…" Max breathed, knowing her orgasm was on the rise. The photographer found herself jerking herself towards Chloe, trying to get her fingers deeper inside her.

"C-Chloe!" Max cried, pulling Chloe towards her, wrapping her arms around the other girl's neck. Max felt a rhythmic beat coarse through her entire body, and the feeling of Chloe's breasts right on top of her's didn't exactly help her cool down. Chloe stayed in Max's embrace until she felt Max's breathing start to become more moderate. "I'm afraid I'm not quite done with you yet," the punk stated, giving Max's shoulder a kiss.

Max didn't protest as she felt Chloe's mouth on her womanhood, a kiss being placed on her clit before she felt her entrance being invaded by Chloe's tongue, making Max find herself once again clasping Chloe's sheets. "nngh!" Max groaned-louder this time around.

Paranoid about her level of volume, Max clenched her teeth into her fist, biting harder whenever she wanted to moan; to her misfortune though, it didn't work for very long. Chloe continued to assault Max's clit with her tongue, pulling Max closer by the hips to give herself more access. She felt herself going towards the edge as she tasted Max more and more, and heard the continued cries of pleasure coming from Max. "F-Fuck! Chloe!" Max cried out suddenly reaching her second climax.

Chloe rose from her previous position as she ended up collapsing on her friend, giving Max another passionate kiss on the lips; in which Max was actually able to taste herself. The bluenette flopped on the other side of the bed, starting over at Max, as she watched her chest rapidly rise and fall at the same rate as her own.

"Wowser…" Max breathed.

Chloe let out a shaky laugh. "I guess I did okay?"

"More like… amazing."

"That's good," answered Chloe as she pulled her blanket over the both of brought herself closer to her beloved, wrapping her arms around her and nuzzling into her neck.

"Guess that oxytocin is starting to kick in," Chloe teased, tickling Max's back.

"Wouldn't doubt it," Max cooed.

There was a long, comfortable silence between the two of them. Chloe continued to rub Max's back, while both parties would at times exchanged kisses. It was then that the brunette found her eyes feeling heavy soon after she began to rub circles around Chloe's stomach, eventually causing her drift off to off to sleep in the punk's arms.