Author's Note: Wow. It feels like it's been forever. Has it really been that long, though! So. I've been thinking of ideas for this, wondering how to make this interesting. Unfortunately, I have had no inspiration since we've only had school four days since December 2nd. Not that it's a bad thing – except we'll be going way up into our summer. -Cries. But I can't complain anymore. Here's your newest chapter.

"What's the story with Niles and C.C.?" Fran's eyes wandered to Maxwell. She turned to lay on her back to view him better. "She's just so high class and he's, not. You know. He's more like me. I guess if what I'm trying to say." She kindly wandered as to what Max saw in her. Fran's far too out of his league to even be speaking to. Her feelings and personality wasn't even to what his liking was suppose to be. Her intuition wanted to tell her to run, that is wasn't good for her feelings to be like this, but her heart told her to stay where she is. She knew she is deep down now, even after only a couple of days, Fran couldn't leave him to be lonely.

"Well, it's a long story, actually." Max ran his fingers alongside Fran's cheek. She is definitely becoming his world, his reason for living. He feared to as if he would have to leave her. "Niles' father has been my family's butler for years. Even his grandfather was a butler for my family. Of course. They money was an object for Niles to attend Eton, but he's always been a really good friend," he paused as he remembered the only good thing that his father could have done. "So. I finally talked my father into sending Niles here to Eton. He pays for everything." Maxwell didn't know how his life at Eton would have been without Niles. As he recalled, Niles has been the only one to be there with him though anything. "C.C. didn't know this as we came to Eton. When she finally found out, she freaked because the Babcock's do not approve of her dating a domestic. But she finally got her mother to understand that you couldn't help who you fall in love with. Though she still doesn't understand – B.B. knows she'll lose her daughter if she doesn't let this continue on."

"I see," she laid an arm over her eyes. It was hitting too close to home for Fran. It sounded more like her and Maxwell – since she was the one living this life. Will it always feel this awkward? She wasn't sure how Niles felt about the whole statement, but she didn't want to bring it up to hurt him more than he had already been hurt. Fran wandered if she was going to get hurt in this. Max's family could easily be the same, but she definitely didn't want to know the answer. She knew he would lie to get his way out of it, but she would always wonder in her heart, what's behind the facade that he was hiding. "So. They probably won't last past all this, huh?" She wanted out of this thing, this relationship, immediately. Fran didn't want to think of what would become of the both of them as they approached graduation.

"C.C.'s probably more powerful than her family, she'll raise hell. She'll eventually get her way and her and Niles will stick together. Somehow they'll make it." Maxwell couldn't help but think about his love beside of him. I'll fight for her if it's the last thing I do. "You'll get to know how C.C. is, quickly."

"I've seen her and I'm not sure I want to see what bad-ass C.C. looks like." Fran laughed to herself as Max joined in.

"Freida was very kind to let me spend the weekend with you." Max twisted parts of Fran's hair between his fingers, partly because he wanted to be close and partly because he wanted to know what she likes. "If it wasn't for her, I'd be back at Eton waiting around until everyone returned."

"Do you miss them, Max?"

"My parents?" But as Fran nodded, he wasn't sure how to answer. Max didn't know what missing was. Defining it wasn't easy when you didn't have anything to miss. He liked to believe he missed his parents in the time that he's away, but nothing but hatred was held in his heart. "Um," but still an answer wasn't found. Come on, Max. Don't you miss them at all? But his heart was right, his parents were never parents to miss, so. No. He doesn't miss them. "Actually, no. I do not." His mother never knew how to treat him – always leaving him alone with each nanny she could find. His father – on the other hand – hadn't been home, but had cared enough for him to buy him everything he wanted. "Do you miss yours?"

"I'd miss them if they loved me," she didn't feel like crying anymore. It was like everything in her shut down into nothing. Fran didn't miss her parents because they weren't parents either. Her and Max's stories were almost the same – except his wealth. "Freida has been the only one to take me in. I'd be on the streets, you know."

But Max didn't want to think of that. Unlike him, Fran would have been left alone with nothing. Max's parents probably hated him, but he knew he would never have to do without the Sheffield fortune. His money would get him anywhere, his name could get him anywhere. But with coming from New York, having no money, no business, Fran had absolutely nothing to hold onto and to live off of. Max could understand why she felt out of place, but he knew she would fit in as long as she was on his arm. If only she could understand that. People will be eating out of the palm of her hands if she'd play along with everyone. He didn't even want to think about what might happen if she were to have to leave Eton.

"Maxwell, are you okay?" Fran's legs carried her over to her computer desk. "You haven't said a word in what feels like forever." She's thankful to have an aunt like Freida. She's barely had her a couple of days and just saw her a couple of times in her life, and yet she's already done so much for her. Fran would never be able to pay her aunt back for all she's done. "Maxwell!"

He jumped with excitement as her voice finally registered into his ears. "Um, yeah. What?"

"You haven't spoke a word in an hour. Are you okay?"

"I'm fine, I've just been thinking."

Fran rolled her eyes, "I'm tired with all this thinking. Why can't we just live for the now?" She knew exactly what he had been thinking about. It wasn't like she was actually stupid. "You know, I really love your company, but you're going to have to start talking before I fall asleep."

"Darling. I'm sorry. I'm not ignoring you. If anything, I'm thinking about you."

She pouted kindly as he made his way over to her. Fran had never pouted on Danny – not once. She was really falling in love with this guy and he made her do crazy things, think crazy thoughts, and want crazy things. Fran twisted her chair around to keep Max from seeing her laugh. She knew he would give in soon, but she couldn't let him see her smile.

"No, don't touch me." She let a small giggle slip and she knew she was caught.

"Really?" Max leaned down to place a kiss on her neck, "you still do not want me to touch you?"

Fran twisted her chair back around and stood in her place. "I've told myself wrong, Mr. Sheffield. I think touching me would be for the best," she winked, but quickly ran around to the other side of the room. "This is a game, though. And I'm gonna win."

"We'll see about that."

Fran was definitely faster than Maxwell when it came to running away from him – she had already called five different bases. Though she wasn't out of breath like Max. He would have to catch her before she would give in, though. She had thought hard about giving in, once or twice she almost had, she wanted this almost as bad as him, but then she just wanted to hold off a little longer for the fun of it.

"Can we call a time out?" Maxwell asked, thinking her could trick her. "You know, so that I could catch my breath back?"

"Sure."

Maxwell moved a little closer to her as she had grabbed a bottle of water. He wrapped his arms around her and picked her up bridal style.

"I told you that we'll see."

Freida walked in, her eyes widening. "What have you two been doing?" She laughed, "you sure keep him running, don't you, Frannie."

Her cheeks blistered red. "I do."

"Go on out your business, I'll just be leaving." It was more embarrassing for Freida to catch them than it was for Fran to be caught in his arms.

As she walked out of the room, Fran hid her face into Maxwell's neck. She had been terribly embarrassed from the events with Max, he was definitely making her too shy for her own good. But she wanted to keep on from where they had left off. It was good for the both of them, and if they hadn't been caught, they would have done it right in the living room. Good thing Freida walked in when she did, before it got really graphic.

"Can we just go back into my room now?" Fran's red, hidden face stayed where it was place in the bend of his neck to his shoulder.

Max carried her carefully into her bedroom, closing and locking the door, while leaving the lights on for them. He never liked for the lights to be off with her – he wanted to see every part. Maxwell thought she was so beautiful in every way. He could never forget the image of her body in his mind, it would be locked in his mind from now on until forever. Even if they split as they years went on, this first love would always be remembered in his mind.

She let her hand run over his already exposed chest. Fran had made him lose the shirt the minute they had turned up at the mansion and he had taken a shower. She wanted the sight all to herself. Max was filled out – his muscles were clearly defined in his chest, his abs poked out from his stomach area, his arms held muscles that could lift, and his legs were toned to look as amazing as possible. He was a really handsome guy and Fran was lucky to have found him. She couldn't imagine not seeing his body now.

His hands played with the fabric of her shirt as he laid on top of her. Max's weight was held onto one arm as he moved gently to help her remove her top. He wanted her breasts exposed, to be played, to be admired. His lips instantly were attached to her breast. Fran's back arched as she let out a soft moan. She wasn't sure how her aunt felt about her having sex in her mansion, so she tried to keep her moans to a minimum. But when a tongue was as good as his, it was hard to resist the fact to scream out with painful pleasure that was awaiting escape. Fran could only imagine what it would be like if they were alone.

Fran's eyes opened to look into his blue abyss of his eyes. He knew what she wanted, and she knew what he wanted. Her pants were thrown across the room. Thankful that she had removed her cheer leading uniform, afraid that it would be ripped in their process. For his first time, he was definitely amazing in bed. She didn't even want to think what it would feel like after a while.

She rocked hard against his body, wanting her panties to be removed from her lower part. Fran not only wanted, but needed, to feel his member in her. She let her hand move to grab the thin fabric of her panties – they weren't her favorite pair, so she ripped the lace to open them up. Maxwell couldn't help but laugh at the sudden move in her. He never would have known Fran for doing such a thing.

Max knew that she had teased him, but he didn't have the heart to please her. He eased himself down onto her. He knew she wasn't a virgin, and hadn't when they had been together, but he had noticed how she had squinted when he entered her the first time. He knew that it must be a bit painful at first, so. He wanted only to make her feel the pleasure. Her thrust met his each time, she liked the work sometimes. She flipped them over so that she was on top. Fran leaned down so that her head was on his chest while each done their turns at matching each other.

Her inner walls contracted and she knew she was close. Max had flipped them back over by now, he wanted to be on top for her finish. Sweat poured from their bodies as their final thrusts. Fran's moans became more rapid and louder. At that moment, she didn't care if Freida heard her screams. She was sure that she had done the same as a teenager.

Max's erection became bigger inside of her, she went over the edge, her nails digging into Max's backside. She felt his release inside of her as well, even with the protection that he wore. She had brought a little blood from the backside of him, but she was sure that he didn't care.

"Oh, Maxwell." He fell off to the side of her. But as she moaned his name, she couldn't think of anything else to say after they were finished. So. She just settled for laying beside of him and trying to catch her breathing.

"Um. I think your aunt heard that one," Maxwell laughed a little, "but I didn't mind it." He turned to his side to wrap his arms around his girlfriend. "I love you."

"I love you, too."

Author's Note: I know this was all about Fran and Max, but I realize I had been getting into C.C. and Niles way to much when I promise this would be a Maxan fic(: So. In the next chapter, I'll be adding a Niles and C.C. sex scene for all the wonderful reviewers:D I love you all. And I'm just getting over the flu. So. I'm sorry it's taking me so long to post these. Thankies.