That night, Max dreamt that she was standing with Chloe at the cemetery, staring at William's grave. Only they weren't wearing black dresses; they were wearing pirate clothes. Suddenly, her father was there beside her. He was wearing a ski jacket, winter boots, and a winter beanie.

"Come on, Max! It's time to move to Seattle! You're going to have so much fun skiing and snowboarding and hiking and swimming! You're going to meet new friends and you won't need to ever think about Chloe again!"

Max looked at Chloe and she remained staring ahead like she couldn't hear what he was saying. "No! I don't want to go!" she said to him, beginning to cry, "I want to stay here; I want to stay with Chloe!"

"Let's go, Max; it's time to stop playing pirates and grow up. Don't you want to take pictures in Seattle? Chloe doesn't need you anymore." Max's father said, stepping closer to her and taking her hand.

"No! Chloe does need me! And I need her!" she said plaintively, however her feet seemed to move of their own volition and she allowed her father to lead her away from Chloe and toward a car filled with suitcases.

Suddenly, she wasn't wearing pirate clothes anymore; she was wearing a grey sweatshirt with "University of Seattle" written on it and carrying a school bag. "It's time to grow up, Max," her father said, continuing to lead her to the car, "It's time to grow up and leave Chloe."

She turned back and saw Chloe was looking at her now. She was calling her name, but it sounded so far away. "I don't want to leave Chloe! I love Chloe!" she said, and suddenly she was in the back of the car driving away and watching Chloe get smaller and smaller from the rear window. Her voice continued to call in her head.

"Max? Max?"

Max woke up with a start to see Chloe with a hand on her shoulder, gently shaking her. "Max?

Max looked around and saw that it was still dark. The room continued to be lit only by the pale green light from Glowy Bear. Her eyes fell on Chloe who was looking at her with concern. "Chloe? Oh…Chloe!" Max took Chloe into a hug, "I dreamt I was leaving!"

Chloe said nothing; she just hugged Max and patted her back gently. Eventually, Max pulled away and tried to smile, "I'm sorry. I hate bad dreams. And this one…well, it doesn't matter. How are you? I'm sorry if I woke you up."

Chloe shrugged, "You didn't. I've been up for a while; I don't know if I ever really slept. I mean, I'm tired but I just have a lot on my mind."

Max bit her lip in concern and empathetic pain, her nightmare forgotten for the moment. "You wanna talk about it, Chloe?"

Chloe sighed and her eyes welled up again. She took one of Max's hands and squeezed it, then sniffled and rasped, "I dunno, Max. I just…can't believe this is happening. It feels like a terrible dream that I can't wake up from. I had a grandma that got sick when I was really little and then one day mom said she died. I used to think it must suck to have someone you care about die when they have, like, cancer or something. You know? To see them go, and not be able to do anything about it. But…man…" Chloe turned away from Max but kept holding her hand, "I can't believe my dad is gone. All because my mom couldn't just take a fucking taxi home!"

Chloe held her hand as her shoulders began to shake as she cried again. Max was fully awake now and she sat up beside Chloe. The hand that wasn't being held touched Chloe's shoulder. "You shouldn't blame her, Chloe. It's not like she knew that would happen; nobody knows those sorts of things will until they do. Life…well, life really blows sometimes. "

Chloe turned to look at Max. Her look was one of anger, frustration, and sadness as tears fell down her cheeks and shone in the dim light. Her face softened somewhat when she saw Max's concern. "I…I know. It's not logical to blame my mother for something she had no control over. It's just so unfair! I feel…I dunno, like screaming or punching something or…God, this fucking sucks, Max!"

"I know, Chloe. I mean, I don't know what you're feeling because I can't know. But I know that it sucks. It must, because of what happened. But…I don't know what I'm saying. I'm sorry."

Chloe's face broke out into a sad smile and she hugged Max, "Oh my gosh, Caulfield! You're such a dweeb!"

"Umm…thanks…I think?"

"Shut up! I'm just…so glad you're here, Max. I couldn't imagine doing this without my best friend."

"I'm glad I'm here too. I didn't want to leave you. Especially not like this. "

"Then don't leave! Stay in Arcadia Bay, and when we're older we can move in together and be roommates! We will be Chloe Price and Max Caulfield, together forever!"

Max smiled and wiped Chloe's tears and strands of hair away from her face with her fingers. She was filled with a myriad of emotions: relief that she was here with Chloe, a concern that her father might change his mind and move away after all, intense sadness at the situation that Chloe was now facing, and love – pure and honest love – for her and for the bond they shared. The thought of being apart from her…she didn't even want to think about it. Max knew that she would give anything to make Chloe smile again.

"Aaanyway, enough mushy stuff for now." Chloe said, laying back down again, "Mom probably has something dopey planned for the morning so we should probably get some sleep." Chloe took Max's hand and pulled her arm over her. Max got the hint and gladly pulled Chloe toward her.

"I'd still like to know what was on that tape, you know," Chloe said with a yawn.

"Eventually." She mumbled as she fell back to sleep, her face buried in Chloe's shoulder.

Joyce Price woke them up a few hours later for breakfast, and neither of them felt rested at all. As Chloe and Max tiredly picked at the food, Joyce sat between them at the table and smiled at both of them. She looked as tired as Max felt, and her eyes looked bloodshot from more than just exhaustion.

"I was thinking," Joyce said, "I think I speak for all three of us, given how you girls look this morning, that we could use a night out of the house. I said I'd go back to the diner on Monday morning, not that I have a choice with all these bills to pay; and Chloe, as difficult as it is, you need to get back to class. And I promised Ryan and Vanessa that Max would go back to school too. Now, I can't afford much, but we could maybe do a night at the Holiday Inn out by the airport? Just one more night before...dealing with some of this."

"Can Max and I have our own room?" Chloe asked, looking at her mother pleadingly.

Joyce nodded with a smile, "I'm sure that's what Max wants too." Max smiled in approval. "And Lord knows you need your friend now more than ever."

"Can we order room service?"

"I guess…" Joyce said hesitantly, "As long as it isn't too expensive."

"Cool," Chloe said, shooting a sly wink at Max. Max giggled at her expression, unable to imagine what Chloe was thinking but happy that she seemed in a better mood.

When it became clear that Max and Chloe were done, Joyce took the plates away and both girls went upstairs to pack an overnight bag while the arrangements were made. Max already had a bag mostly packed, so she just had to throw in a toothbrush and some other things. Chloe, however, grabbed a bag out of a pile in her closet and tossed it on the bed, then started throwing articles of clothes at it. Max sat on the bed beside Chloe's bag and caught shirts, pants, and underwear as they flew through the air.

"So...how are you doing?"

Without pausing her launching of clothes across the room, Chloe said, "Like I've been punched in my stomach."

"Oh," Max said, looking down so a pair of socks hit her in the head. She picked them up off the floor and put them in Chloe's bag.

Chloe closed the drawer and went over to the bed; she moved stuff around the bag and zipped it closed. "But...I mean, mom is really trying. I heard her crying in her room last night. So...I guess I'll try too. It'll be fun to spend the night in a hotel room with you. There are too many pictures and...things that make me upset.

Max sighed, "I'm so sorry, Chloe. What you and your mom are going through...I wish I could do more."

Chloe slid to the edge of the bed and sat beside Max. The taller girl put an arm around her and pulled Max against her. "Having you here is enough, Max. You were supposed to be gone by now...and all I'd have of you is a tape." She looked over at the box she tossed the tape in.

Max followed her eyes and grimaced, "You still want to know what's on the tape, huh?"

"It doesn't matter, I guess. I'm just curious because it's like a mystery that my brain is trying to figure out."

Max shrugged, "It's really not that good a mystery."

The two girls sat in the hotel lobby while Chloe's mother booked their room. Chloe brought some makeup with her, and while they waited she painted Max's nails.

"Hey Max, remember that time we decided to give each other makeovers when we were, like, six and you let me paint your nails?" Chloe laughed.

Max smiled at her, reminiscing, "Yeah, you took all of your mother's nail polish and decided you were going to paint each nail a different color! I think you got more on my fingers than my nails!"

"And then you didn't wait for it to dry and ran around leaving stains all over my house in, like, every color!" Chloe said with a smirk, putting her supplies back in her bag and waving her hands over Max's nails.

"That's only because you told me you wanted to play hide and seek, and I had ten seconds to find a place to hide!" Max countered.

Chloe shook her head "Nya uh! You were the one that said you were going to hide and I had ten seconds to find you!"

"Oh, whatever!"

"I think your brain is just broken, Caulfield!"

"Chloe!" Joyce said, turning around with a harsh expression, "Keep your voice down, please!"

Chloe rolled her eyes at her mother and then took Max's hands and inspected them. "I think this time they are dry. And look pretty good, actually."

Max stuck her tongue out at Chloe and looked at her nails. They had been painted light blue, and on each finger of her left hand a small letter was painted in red; from her pinkie to her thumb, they spelled out "CHLOE".

Moving her face closer to Max's hand, she squinted at the nails, "I think I frigged up the C a bit, but your pinkie nail is really small so it was hard to draw on."

"Why'd you write your name on my nails?" Max asked with a smirk.

Chloe shrugged, "I dunno. I guess I just felt like writing my name on you."

Max smiled at this, "Like...I'm your property?"

The pale skin on Chloe's cheeks turned rose-colored and she looked up at the ceiling, "Damn, Max...when you say it like that, it sounds weird."

A short time later, they were both sitting on the cushiony bed of the hotel room they were sharing. Joyce had laid out the ground rules for them before she left to go to her own room several doors down: No loud noise, no staying up all night, and no making a mess of the room.

"This is cool!" Chloe said, looking around with wonder, "It's like we have our own apartment!"

Max nodded, "Totally! So, what do you want to do now? I think the hotel has a pool and a hot tub."

Chloe catapulted herself back on the bed and spread her arms out, "Nah, they're probably filled with screaming kids and gross old people!"

Max looked thoughtful, "Okay, well we could...um...see if there's a movie on the TV?"

Chloe sat up and grinned at Max, "We could see if there's porn!"

Max scrunched her nose in disgust, "Eww! Chloe, that's...eww...no!"

"Aww, Caulfield, you're no fun!" Chloe said, falling back on the bed and crossing her arms over her chest in exaggerated disappointment.

"Yeah, well it won't be very fun trying to explain that to your mom when it shows up on the bill tomorrow!" Max said with a smirk.

"Whatever, nerd." Chloe said, sliding off the bed and standing beside Max, "Hey, I have an idea! Let's go exploring!"

"Exploring?"

"Why not? There's bound to be some cool stuff around here!" Chloe grinned and headed out the door.

Max followed her, grabbing the room key off the desk on their way out. She raced after Chloe down the carpeted hallways, as they peered in through any open door and checked out any empty room Chloe could find. A few times, Max and Chloe found themselves racing away giggling madly after having popped their heads into some room or opening some door, and surprising a housekeeper or another staff member of the hotel.

Eventually, they found themselves in an area of the hotel that opened up into an atrium and had several large ballrooms branching off from it. Two of the rooms were empty, but a sign standing in front of a third read, "Goldenberg Bar Mitzvah 9pm-2am" and the room was filled with tables with cloth tablecloths on them and lots of balloons.

"Me thinks Captain Bluebeard has found treasure!" Chloe said in her pirate's voice.

Max laughed, "What's Captain Bluebeard going to do with a tablecloth?"

Chloe crept closer to the open door to the ballroom and pointed her finger at something inside. " 'Tis not mere tablecloths we're after, my dear Long Max Silver! I have spied a veritable wealth of pirate booty!"

Max tried to follow where Chloe was pointing, but all she could see was tables and food stations being set up by hotel staff. "I don't see any booty, Captain."

"It's thar!" Chloe pointed again.

"Thar?"

"There, Max, you dope! At the bar!" Chloe pointed with a motion of her head for emphasis.

Max looked again and saw one of the hotel staff setting bottles and glasses from a trolley onto the shelves of a small bar being set up. "You mean...the alcohol?"

Chloe grinned and raised her blonde eyebrows suggestively. Max felt herself growing nervous, and put her hand on Chloe's arm, "Oh, Chloe...I don't know. If we get caught stealing, your mom…"

"I'm not going to get caught, Max! I promise!"

Max squeezed Chloe's arm a little tighter, "I really don't think it's a good idea, Chloe."

Chloe looked at Max's hand squeezing her arm, then looked up and met Max's eyes. She frowned and let out a sigh, "You're right, Max. I just...thought it might be fun to see if I could. It was a dumb idea."

Chloe turned to go and Max let go of her arm. As she did, she noticed the red letters painted on the nails of her hand and stopped walking.

For fuck's sake…

"Wait, Chloe…" Max said, hesitantly.

Chloe turned around, "Hmm?"

Max closed her eyes and, shaking her head in disbelief, she opened them again and chewed on her lip nervously. "Chloe...are you positive you won't get caught?"

The blonde girl's face broke out into a wide grin, "One million percent! But you need to keep a lookout over here."

Max nodded, "Yeah, okay. Just please...hurry up!"

Chloe winked at Max, "Captain Bluebeard moves as fast and quietly as the wind!"

Max rolled her eyes at Chloe, but couldn't keep herself from smiling, "You're so full of shit, Chloe!"

"Maybe I am." Chloe whispered as she skulked into the ballroom, hugging close to the wall, "But I'm also going to be full of rum!"

Max shook her head with a nervous giggle, and leaned against the wall, looking back and forth and listening for approaching footsteps.

Why do I let Chloe keep talking me into these silly schemes of hers?

After what seemed like forever, Max heard the rapid padding of feet from the ballroom. She turned her head to see Chloe racing past her, hunched over slightly with a visible lump underneath her shirt. Max quickly looked inside and didn't see any sign of alarm or anybody doing anything unusual, so she quickly followed the blonde blur down the hallway where she didn't slow down until they were in front of their room door.

"You should have seen me, Max! I was a fucking ghost!" Chloe said once she'd caught her breath, "Quickly! Open the door!"

Max shakily got the room key in and opened the door; only when the door closed behind them did Chloe pull a bottle of spiced rum out from under her shirt and present it proudly to Max. "See, I told you I could do it!"

Max examined the bottle carefully, "Yeah, you did. I just hope nobody saw you and reported us."

"Don't worry!" Chloe said, grabbing two glasses from the bathroom, "Like I told you, I'm a ghost!"

Max handed the bottle back to Chloe, "A little while ago you were a pirate?"

"I'm a ghost pirate! Boo!" Chloe said, waving her fingers in the air.

"Super scary ghost pirate." Max said, with a smile, "So, should we order supper?"

"Yes!" Chloe declared, "But first, a toast to a successful heist!" She filled both glasses halfway with the brown liquid and handed one to Max. Max looked at her glass cautiously; it smelled strongly of cinnamon and other spices Max couldn't place. She wrinkled her nose and looked at Chloe who had extended her glass toward her with a large grin.

"A toast to the coolest, most awesome duo in Arcadia Bay...no, in the entire world! To Chloe Price…" she clinked her glass against Max's, "and Maxine Caulfield!"

"Max." Max corrected.

Chloe took a large drink from her glass and cringed. "Nice." Chloe coughed.

Max took a sip from her own glass and shuddered; it wasn't bad, but Max doubted she could be a pirate after all if they drank this sort of thing all the time.

Chloe finished off the rest of rum in her glass and licked her lips with a pensive look. "This would probably taste way better with Coke. We should order some with supper."

By the time room service came to the door, Chloe was in no condition to answer it if she even heard the knock at all. Max had worriedly suggested she should slow down, she should wait for the Coke to arrive, and even that she should save some for Max - even though she hadn't drunk anymore since that initial sip. Chloe had waved her off, insisting that she had to make more toasts. By the time she had offered a toast to 'that one busboy at the Two Whales that I always had a crush on' she was laying on the floor, alternating between laughing to herself and trying to think up different nicknames for Max. Max had brought the food in, along with the Coke Chloe had requested, and lay it down beside the television before sitting on the floor next to Chloe.

She was terrified at the thought that Joyce would come check on them and find Chloe this way, and then she'd have to admit that she was the one that let Chloe drink - given the state of the bottle that she'd finally managed to take out of Chloe's reach and put up on the desk - three-quarters of a bottle of rum; rum that, she was painfully aware, she'd let Chloe steal, she would be forced to admit.

God, why did I let this happen? I'm a terrible friend!

"Maxi pad! Maxi bucks! Maximus Prime!"

Max looked down at Chloe lying on her back on the carpet; Chloe looked up at Max with a goofy grin and glazed eyes.

"Oh, Chloe…" Max said, with a smirk, brushed the hair away from her friend's face.

"Hey, Max! Hey, I just...just realized that I forgot to toast somebody!"

"Oh?"

Chloe struggled to a sitting position, before falling backward again. She turned to Max, "I forgot to toast my dad, Max! Bloody Bill! He was...he...he died, Max."

Max nodded, sadness filling her again, and frowned down at Chloe. "I know."

The goofy grin on Chloe's face was gone, "He...he let try rum before. I don't...think I liked it. I don't remember."

Max nodded and moved some more hair off of Chloe's face. Chloe flinched but didn't move away.

"He made breakfast for us whenever you slept over. He...he always said that I was lucky to have such a good friend."

Max smiled, but it was a sad smile and she struggled to keep it on her face. She lay down on the floor beside Chloe and looked at her. "I think he just liked me because I laughed at his jokes and drooled over his camera."

Chloe turned her head to look at Max, "Nawwww! He liked you because I liked you! He wanted me to be...be happy, and he knew...that you made me happy."

Max reached down and took Chloe's hand, "You make me happy too, Chloe. Except...um...when you get drunk and lie on the floor."

"If I make you happy...then...why were going to leave?"

Max rolled her eyes, "I mean...it's not like I had a choice! My dad got a job in Seattle...and besides, I'm not leaving anymore. I don't think I am, anyway."

Chloe's glazed eyes started to shine more as tears began sliding down her cheek, "Everybody I love leaves me, Max!"

Chloe turned over on her side, facing away from Max, and began to cry harder. The sight caused Max's heart to break, and she put her hand on Chloe's shoulder, "Chloe..."

Chloe sat up slowly and looked at Max. "What?"

Max sighed and took Chloe's hand in hers - the one with Chloe's name written on the nails. The other wiped across Chloe's face, brushing aside tears and snot, "Chloe...you're my best friend. I'm not leaving anymore, but even if I was, I'd never let anything happen to us."

Chloe looked away, "You don't know that."

Max wiped her hand on her pants; it hurt her so much to see Chloe upset, and she felt utterly powerless to do anything to make her feel better. Tomorrow, they were going back to Chloe's house, with all its pictures and sadness, and for all she knew, the next time she spoke to her father, he might say that they were moving to Seattle after all. They had said that Max was staying so that she could be there for Chloe after what happened, but she had failed. Chloe was upset, and she had let her steal and drink until she practically passed out.

Chloe would have been better off if I had just left after the funeral!

Filled with such overwhelming hopelessness, Max put her hands over her face and began to cry hard.

"I'm sorry, Max." she heard Chloe's voice say, "I believe you when you say you wouldn't let anything happen to us."

She felt Chloe's arms around her and that helped her calm down enough that she was able to speak again."We are always together, even when we are apart. We are still Max and Chloe. I will always, always love you." she said softly.

Chloe pulled back enough to look at Max, her eyes seemed more focused now; wide and questioning

"That was what was on the tape," Max whispered, with a sniffle. "The one that I was going to leave for you? I mean...there was more. I don't remember it all, but...that would have been the last thing I said to you; at the very end of it."

Chloe was quiet, her lip quivered slightly, and her eyes remained focused on Max's. Slowly, she reached forward and pulled a long strand of hair away from Max's nose where it had been stuck there by her tears. "Your...hair was stuck on your freckles," she said quietly, putting it behind Max's ear.

Chloe's hand lingered on the side of Max's face, and Max smiled at the warmth and at her touch. Then, Chloe's face moved forward quickly and pressed her lips to Max's. Max's eyes opened wide for a moment and her lips parted in a yelp of surprise. She felt and tasted Chloe's bitter, spicy rum breath in her mouth, and felt Chloe's wet face against her own.

Her eyes closed briefly at the new and pleasant sensation but opened again when it was over seconds later. Chloe pulled back slightly and looked at her with a sudden soberness.

"Um...that...was my first kiss." Chloe said, with a small, shy smile.

Max smiled back, her freckles now barely visible beneath a magenta shade, "Mine too."