oh! mayniac: i was totally thinking the exact same thing and already started typing the begining of the third chapter in angel's POV!

THANKS TO ALL OF YOU WHO REVIEWED!

So here's the second chapter.just like I promised...my stupid computer is messing up and I had to re-type this...and I did it quickly, so please excuse all type-o's and I'm sorry if this sucks...

Disclaimer: i donnot and NEVER WILL own Maximum Ride or any of the characters...I only own this humble story plot and the seahorse I sold my soul for.

Oh, BTW, this is my first fanfic. yup...

Max POV

Once in the bathroom I nearly couldn't contain myself and screamed aloud. But I swallowed it down and looked at myself in the mirror. I was grinning literally from ear to ear and my 'happy glow' was pretty bright. I changed into a light pink tank top and a pair of baggy red plaid shorts. I splashed my face with cold water and finally talked myself into going back out there.

As I emerged from the bathroom Fang sat up on the bed and crossed his legs Indian style. I saw that he had composed himself somewhat and his face showed nothing that had transpired between us.

But his face wasn't all guarded and emotionless like in his standard Fang behavior. He was finally relaxing a little bit. He did seem a little anxious, though. I think he was worried I would react the same way I had in the cave a while back. That seems like a different century altogether. Filled with stress and the issues of the voice and my stupid brain attacks. But I think I would finally get to kick it back for a while and enjoy being a teenager. And so, without any embarrassing overreaction on my part, I plopped down on the bed beside him. Nervous as heck, I glanced sideways at him. God he smelled so good.

"Hey," I said, master of complex conversation.

He smiled at this and gently grabbed my waist, pulling me into his lap. When my face was a few inches from his, he replied, still smiling,"hey."

Where the heck did all his confidence suddenly come from? While I was pondering this Fang started kissing me everywhere- my neck, jaw,shoulder...and suddenly I couldn't think anymore. He paused, allowing me to momentarily recover my mind, and said, "Gosh Max. You're so tense."

He then proceded to flip me over onto my stomach and run his warm hands down my back. Oh yes, my mind was definately past the no-thinking zone. I couldn't concentrate on anything except Fang right now even if I wanted to. Which I suddenly didn't want to anymore. His hand rubbed my back and went in tight circles around my shoulder blades. Then they trailed down in between my wings and kept going down along my spine, but stopped when I tenced as he reached the edge of my back and was danderously close to the area that I would classify as my butt. His hands went back up and started massaging the base of my wings, where they connected and morphed into my back.

"Mmmmm..."

"What was that Max?" Fang asked. And get this, I could have sworn I could hear him smiling."Do you want me to stop?" He asked all innocently and lifted his hands off my wings.

"No!" I said a little too loudly, and felt so embarrassed I wanted to hide in the bathroom. Why? What's the big deal anyway? I needed to just accept it. I liked Fang. And I was pretty sure he liked me, too.

"Don't worry, " He whispered in my ear, his voice deep and rough. "I'm enjoying it, too. "

This sent shivers down my spine and I lay there for a while as he found the tense places in my back and massaged them out. Then he layed down beside my and I turned to face him. This time I was the one reaching toward him pressing my mouth against his, and for a startled moment he froze, but then his arms incircled me and he kissed me back. Then his tongue traced my lips and I gasped, opening my mouth, granting him entrance.

After what seemed like years and at the same time seconds, I started to get dizzy and I noticed I'd stopped breathing .Fang realized this at the same time, and pulled away when I did looking at me, concern plain on his features. I laughed nervously and his eyes sparkled with excitement. His beautiful big brown eyes. And then I knew. I had to tell him. So I leaned in close to his ear and whispered, "I love you."

----------------------Fang's POV--------------------------------

I froze. Max really loved me? I mean she'd told me she loved me before, but she'd been pretty loaded with Valium and I wasn't exactly sure how much of what she said had been Max talking. But now she was 100 Maximum Ride and she wasn't on anything tonight. I mean, I knew I loved Max...but it was another thing entirely saying that out loud. But she had sucked it up and told me so here goes----

But just as I was about to speak she cut me off.

"Fang, when you left...it was really hard, and I knew it was gonna be but I never thought it would be like that and thinking you know something and then actually experiencing it are two totally different things...I hated the whole thing and I missed you...and ----"

"Shhh" by the time she got midway telling me this she had started sobbing and was looking anywhere but my face. I cradled her against my shoulder and then she really started crying , but I held her there and I started to feel really bad about leaving her.It hadn't exactly been a picnic for me either but still. I knew how it was.

"I love you, too Max. I love you a lot." I said swallowing the lump in my throut and kissing Max's hair.

Then she stopped crying and I wiped away a few glistening tears on her cheeks and just held her there for a while, crushed against my chest.

I looked down to check on her, only to see her sound asleep. Then I noticed we were on top of the covers and the bed was still made. I picked her up with one arm and pulled back the blankets with the other. I tucked her in and then I climbed in with her. I wrapped my arms around her making her stir slightly, and then she hugged me to her until we were very close.

So...there 'tis.

hope you liked it. I look forward to seeing your reviews!! they make me happy!!!

Be honest and critical and tell me what you think.

soul-less in sushi-land

at least I got the seahorse!

(don't ask)