A huge thanks to my beta, Mondlering Moofoot. Her encouragement has definitely helped push me a long in this.

I would also like to thank all those who reviewed and/or added this story to their favorites. It's nice to feel loved. Hopefully none of you are driven away after this chapter.

Lastly, I don't own any of these characters, I'm just making them go places that Disney would probably be afraid of. Now, on with the story.

Zack's POV

Cody sucks.

That's what I can't help but thinking as Max jerks apart from me, after Cody has slammed the door to our room shut.

I really wish Max didn't have that dear-in-the-headlights,oh-my-god-my-boyfriend-just-caught-me- cheating look. I'm her boyfriend.She isn't cheating on anyone by making out with me on the couch. She didn't used to care so much about people seeing us like this. In fact, I vividly remember that our first make-out session was at the lockers in front of everybody. But I know it doesn't really have to do with people seeing our public displays of affection - it has to do with Cody seeing them.

Cody sucks – but, unfortunately for my guilty conscience, if it weren't for him we probably wouldn't be together. I'd still be that same moron who didn't see the amazing girl right in front of him. Thankfully for both of us, he is too busy stewing in his sorrows to come to that conclusion, but it won't be long before he figures it out and starts to hate me even more than he probably already does.

The thing is, I never thought of Max as a girlfriend until he and the rest of the basketball team decided to force me to go out with her. I've been different ever since. Everything's been different. I know we agreed to be friends, but I didn't really mean it. I was just doing what I had to, to get her to talk to me again.

Don't get me wrong, I still had my slightly stalker-ish obsession with Maddie then, but my feelings for Max complicated things. With every passing day I began to realize that Maddie was this far away ideal girl that I had set up in my mind as the perfect person. And, admittedly, she is pretty close to perfect. I mean she's beautiful, nice, smart, and funny, but really, what did we have in common? Very little. We are on completely different levels about almost everything. I know enough to realize that she would be happier with someone else. Some who is smart and loyal. She needs an idealist. Someone like Cody actually. Too bad he is too busy wanting my girlfriend so see that.

Anyway, Maddie was Molly Ringwald to my Anthony Michael Hall. (Except, I'm really not that nerdy). When I stopped being my egotistical and delusional self for five seconds I slowly realized that what I felt for Maddie wasn't what I thought it was. I was just a stupid kid who thought that his first crush was love.

But Max aroused different feelings in me all together, and with every day that feeling grew, confusing me further.

Max never exactly made things easy for me. Every time our hands accidentally touched when we walked to class gave me some hope that maybe she hadn't meant all that 'let's just be friends' crap, but then every little sarcastic comment hurt my fragile ego. Every day she become more beautiful, and it wasn't long before my obsession with Maddie transferred to Max. That isn't to say that I had completely forgotten about Maddie. My brother and I still frequented the candy counter, and he stilled rolled his eyes as I attempted to get my mac on, but it didn't really mean a lot. It was just a flirty guy, being a flirty guy.

But my experience with Max has been something entirely different. I could have fun with Max. I did not ever have to try to impress her. She had liked me when I was just myself, even as a goofball. I liked that.

Maybe Patrick was right, maybe she is way out of my league, but by that time I was fourteen and I had decided enough was enough. I was going to get Max to like me again, even if I had to start all over with the very thing that had provoked these feeling for her in the first place. We were going to play basketball.

Because of some prank I'd pulled on the geeky hall monitor, I was forced to stay at school late on the day that I'd chosen to begin this little project. I ran as fast I could back to our suite where I knew Max would be waiting. When I opened the door, I found Cody and Max doing homework and quickly made up some story about basketball at the park. I got Max out of there before Cody could follow us, and spent the rest of the afternoon in ridiculous attempts to win her over.

I treated her like the girl that I was now extremely aware of her being. I know we were just playing basketball, but believe me it was awesome. I love the simple things like that, when the just the two us shoot around a little and talk about stupid stuff. That time happens to be one my favorites.

I found out later that Cody had done all Max's homework. It took a long time for Max to stop telling me how guilty she felt about it. That should have been my first clue.

Max pulls me from my thoughts as she moves herself from on top of me and sits up, her back now against the couch. Attempting to give her room, I sit up as well. She grabs the remote and turns the TV on without a saying a word. She is distancing herself from me a little, and the cold space that now lies between us is really making me miss our previous very not cold actions. Cody walked in just when she had started doing that squeaky moan of hers.

Making out with Max is definitely my favorite activity. Cody really sucks.

The second time I kissed Max I was 15, and shockingly I spent about a year patiently paving the way to get her back. By that time, trips to the park had become a part of our weekly routine, no matter what the weather was like. When it was hot we would sit under a tree and just chill out, and when it was freezing we would go ice skating and I would pretend to be really bad so I could have a good excuse to grab her hand when I started to fall. I know she knew better, but she never protested, and I took it as good sign.

But the thing was, during that time she became my best friend, and I was terrified of losing her, which made me feel weird. Like I was Cody or something. I don't think I would have had the courage to make a move if it hadn't been for the rumors that she liked me again.

So I walked up to her locker, starting stumbling over some stupid stuff about her awesomeness, and how I still liked her liked until finally I just trailed off. I remember using the word awesome a lot.

I found my feet interesting for the longest time and refused to look at her until finally she pushed me chin up a little, forcing me to look into her eyes. My fears were slowly relived when I saw the smile on her face.

"I like you too Zack, but you still really need to learn some more adjectives."

It was music to my ears. I quickly mumbled something about basketball, Patrick, and our first date and just started kissing her like crazy as I shoved her up against the lockers. It was defiantly one of the greatest moments of my life.

She scoots a little closer to me and tears me from my pleasant thoughts and back into this oh-so-sucky present that I find myself in. At least she's sitting closer to me now. I put my arm around her with a gentle nervousness that isn't really like me. Usually by now I'd be thinking of how I could get us back to our previous position, and it's not that I don't want that, but this is definitely better than nothing. Every time Cody interrupts us it takes a little longer for her to warm up to me again. I know it won't be long now before she stops warming up all together. Cody sucks.

I glance over at her quickly. It still shocks me how beautiful I find her, even after all this time. For a brief moment I think that I should just tell her everything I'm feeling. How scared I am. How much I care for her. How I don't want to lose her. But I can't do it. I'm not sure why, but I just have a hard time with that kind of stuff. I'm Zack, and I just don't do that sort of thing. That Cody's deal, and that's why he going to be the one to get her in the end. Cody really sucks, and, honestly, so do I.

These awkward moments began about a year ago. It was mine and Cody's sixteenth birthday. Max and I were going out to celebrate that night. I couldn't wait. Max had this great night planned for me. She'd made reservations at a restaurant and bought a new dress.

Unsurprisingly, I was mostly excited about the new dress. I love it when she wears a dress. I mean she is always beautiful, but the first time I'd ever noticed her hotness was when she walked in for our date wearing that dress. That kind of shock is amazing, and every time I see her in a dress it is like I experience that feeling all over again.

Anyway, that afternoon, she had called the restaurant to confirm our reservations. Our spots had disappeared, and Max totally freaked out about it. I was a little touched, but at first, I was too busy laughing at her reaction for her to see that. I can't help how funny and cute she gets when she is mad. However, in some strange moment of uncharacteristic sincerity I told her that it didn't matter as much where we ate and what we wore, as long as I was with her.

That calmed her down, but she was still worried about what we were going to eat that night because, as she so beautifully put it, "Just because the guys at that snotty restaurant are jerks, doesn't mean that we are forgetting all about your birthday."

Did I mention I love it when she gets like that?

I promised her I would handle all that if she promised to save that dress for another day. She protested for a while insisting that it was my birthday and I should not be going to any of the work, but somehow I convinced her.

That afternoon I bought a picnic basket and a blanket, and I went to a deli got the two of us some sandwiches. We were going to the park.

When I arrived at the suite to pick up Max I found her and Cody looking way too cozy. His arms were around her, and she was leaning into him. I felt the hairs on the back of my neck start to stand, my breath shorten, and I suddenly felt the need to mark my territory.

Somehow I was able to get out a surprisingly pleasant "Hey beautiful," through my gritted teeth.

She pulled apart from him immediately and squealed my name. That was the beginning of all this nonsense. I didn't know her voice could get that high.

I found out later that Cody had spent the whole night throwing up, and I know that something that cannot be good for me happened that night. I don't know what exactly, but something.

Thanks to that day, I've realized that Cody is in love with my girlfriend, and feel stupid for having never seen it before.

I should have known that his signs of annoyance whenever we kissed in front of him were much more than my nerdy brother's hate of PDA. He was and is jealous. I would like to say this whole thing didn't make me hate myself just a little bit and that I didn't feel sorry for him, but that would be a lie.

Ever since that night there has been a change in Max. It started small. Glances in Cody's direction when she thought I wasn't looking, frequent awkward pauses when just the three of us are together, and most of all this sudden need to eliminate PDA whenever my brother is around.

Part of me wants to believe that all of that is just her guilt over Cody's feelings. If that was all it was, I certainly couldn't blame her. I know that I feel like crap about it, and Max is a better person than I am. I can only imagine how guilty she must feel.

Max sighs and gets up, mumbling something about a sandwich, and I spread out on the couch. I stare at the ceiling for a few moments until I close my eyes hoping that maybe all this stuff will disappear when I reopen them. Max usually asks if I want a sandwich too. She's pretty awesome like that.

I know her awesomeness must give Cody the right to hate me. I know he thinks that I'm not good enough, and the thing is, neither do I. I know what an idiot I can be. I know he thinks I don't realize how lucky I am, but I do.

I see the violent looks of death Cody gives me when I flirt with Maddie on occasion. What he doesn't realize is flirting with Maddie means nothing. I realize that it sounds stupid and insensitive of Max's feelings, and it is. But the fact still remains that flirting with Maddie is basically a habit. It's just something I've been doing forever, and stopping seems weird. Now I barely notice when I do it, but when I do notice I feel like a jerk.

I remember one day I was buying chocolate for Max while I waited for her in the lobby. I started saying some of the same goofy dumb stuff that I always say to Maddie. You know, all that "Hey baby" stuff. Then Max walked in. She acted mad, but I wasn't fooled; I could tell buy her eyes that she was more hurt than anything else. I felt like such a dick. I didn't buy any candy for a long time after that.

Every since then I've tried to tone it down, because the truth is, that even though I really care for the beautiful blond that sells candy in the hotel lobby, I could live without her. If she left tomorrow and never came back, I would probably be OK. But, as much as I hate admitting it, if Max left, I would fall apart. She is my best friend. I can play with her, talk to her, and make fun of her. I don't have to put on an "I'm so-suave" show for Max, because she liked me before I ever even tried that on her.

I love her. When I look at her I see babies, minivans, and grumpy agonizing pregnancies. All the kinds of things that I would make fun of a guy like Cody for even thinking about. All the kinds of things that I'm probably too young and too immature for. I'm pretty sure that I'm never going to tell her about any of that. That's why Cody deserves her. He would at least be able to be honest with her.

I'm the kind of guy that girls date in high school, and Cody is kind of guy that girls marry after high school. He's sensitive, understanding, and gentle. All those things that I'm not. All those things that Max deserves, all those things that Maddie deserves. He would never buy condoms because he thinks that having sex will fix his dying relationship. (Even though I haven't brought the topic up to Max yet, and I'm not sure if I ever will.)

It won't be long before Max realizes what a lame boyfriend I am, and I'll be forced to live without her while she lives happily ever after with Cody. Cody sucks.

Max bumps me and I open my eyes to see her grinning at me with two plates and two sandwiches in her hand.

I can see that she has prepared my sandwich just the way I like it. No crusts and cut into triangles. She's the only one that knows I like sandwiches like that. I'm usually too embarrassed to ask anybody else to do that for me.

I smile back up at her as I feel the heaviness leave me just a little. Max sets both of the plates on the floor, and lays beside me on the couch, half of her is on top of me, her head next to mine while she stairs at her sandwich as she slowly fingers it. I sling one arm around her and let the other hang off the sofa pretending to play with my sandwich as well; however, I more focused on running my hand over the top of hers. I forget all about the sandwiches for a minute.

These moments are my absolute favorite. I know that I seem like I would be more interested in the… intense stuff, but I love just holding her. I know that even if it's just for these moments, she is mine, not Cody's or anybody else's. It times like these I can think all that sappy stuff, and, for whatever reason, hope that it will all work out.

But honestly, I don't know how much longer it will be like this, and as I bend my head down a little to take her scent I know that if I don't change, Cody's going to have her, because, really, that's what she deserves.

Cody sucks.

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