Caroline had been walking for hours though the city, when she finally took a break sitting on a park bench in central park. She looked down to check the time '3 am...damn' she huffed and put her phone in her pocket she looked up and saw a brunet with long wavy hair sitting on a park bench with her back twards her.

'oh my god, max!' she ran to her and went right for her shoulder.

'get off me!' a confused woman said to Caroline 'oh my god, I am so sorry I thought you were a friend of mine'

'get away from me before I call the cops!'the woman yelled

'no! I'm-'

'Caroline?' Caroline turned around and saw max, then franticly ran into her arms.

'max! Where have you been! I've been worried sick about you! What the hell were you thinking!' she said letting go of max and holding on to her shoulders

'woah! Calm your self! I ..I just needed some air.'

'for 5 hours?' Caroline said in dis belief

'yea...'

'come on max, please. Tell me what's going on.'

'I dont want to'

'max...' Caroline took her hand and lead her to the closest bench

'I don't know, what's been going on, about love and ...death. But I'm not going any where max. Remember? I told you I was in this for the long haul. I ment it. I mean it. Even..If you don't want me, your stuck with me' Caroline laughed softly trying to ease the tension.

But max was still hard. She stayed silent for a while, but then she gripped carolines hand tighter closed her eyes tight and took a deep breath. 'can I tell you something...'

Max told Caroline everything about her friend, and what had happened that day at the park, and one other piece of information she even kept from Rachel herself.

'when I woke up the next morning in the hospital, to find out that she was dead I... I was so upset I never got to tell her how I truly felt.'

'max, what do you mean?' she said tucking a stand of hair behind her ear 'you told her you loved her.' Caroline said confused

'I think I've said to much already. ...we should get going.' max said trying to end the conversation getting uncofertable.

'ut uh' Caroline said softly grabbing maxes arm as she tried to get up 'I walked around all of new york city looking for you. Your not getting away that easy'

Max just looked away in the other direction. 'max, look at me' caroline said gently.

She hesitantly looked at her but not in the eyes, just in her direction. Makings sure not to scare her away caoline slowly put her fingers under maxes chin and lifted her face to make eye contact with her.

'you can tell me anything. It'll just be between you and me, you can trust me.' Caroline said genuinely putting her hand down seeing that max wouldnt look away. Max looked into her eyes, almost scared. She was not used to giving her self this easily. Running away may sceem like max is being difficult but this is nothing compared to what she's done before. She hated dealing with emotions, and as ...pushy as Caroline could be sometimes, she did find comfort in her, which also scared the crap out of her.

'I... I felt something more then a friendship for her' max said softly admitting it out loud for the first time.

'you, were in love with her?' Max just looked down, but then slowly nodded.

'are you..a lesbian?' Max shook her head

'are you bisexual?' Max was about to shake her head again but then said in a almost inaudible voice

'I don't know...'

'have you ever felt that way about another girl?'

'not...entirely' Caroline was about to say something but max interrupted not wanting to go any further in this already very uncomfortable conversation.

'come on Caroline it's late, lets go back home' Caroline really wanted to object, but max was right, and she was exsausted.