Nighttime. Another motel room. Gail and Rachel hadn't turned up any signs of Chloe. At a loss where to go from Monterey, they took a local bus further south, Chloe had said 'redwoods', which could pertain to the entire region, but she most likely meant slightly further south, in the thick of it. She wouldn't have stayed in a city, even a small one, too risky. Rachel knew Chloe well enough, through the years of lighthouse visits, the junkyard...Chloe liked to be away from people when there was an issue in her life...not that there ever wasn't. They were in a small town on the coast, which seemed to fit the bill. Though if Chloe's statement to David had been literal, this wasn't exactly right either, but it had to be close.

They hadn't really known how to go about looking, after Rachel had purchased some clothing of her own and a suitcase in some boutique that was expensive as hell, but suited her, they had combed the town, the beach, and some of the campgrounds nearby, but found nothing. Needle in a haystack. If Chloe had even really come here. They couldn't really ask around, if the news had spread, which...it had.

They were both dressed in what they slept in and lazing around, Gail in a t-shirt and shorts and Rachel in a different huge t-shirt, that she clearly had nothing on underneath, which made Gail feel awkward, yet at the same time, she was completely comfortable with it. They talked about new plans. How maybe they could ask around, if they were very careful. They talked about more light-hearted things too, school stories, bad jokes, movies. They had quickly become legitimate friends. Friends with something between them, and someone else, but friends. Real friends. At the moment, they laid on the two beds in the motel room separately, neither of them really wanting to have the awkwardness of the night before happen again. At the same time they both wanted to be cuddled together, feeling some sort of safety. The only thing missing was Chloe.

Rachel made the mistake of turning on the TV to check the local news, she immediately turned the TV off, but the damage was done. Gail kind of cowered away and hidden under the covers of the bed Rachel wasn't sitting on.

Rachel didn't know how to approach Gail. How to comfort her. She didn't take the news saying Chloe was wanted for murder, hearing specific details of the scene, seeing an old mugshot...hey, I remember that day…, the tone of it...it broke something inside her, too. Chloe was the hero here, not the fucking monster she was being painted as. Again, Rachel considered how unfair Chloe kept getting it, no matter what she did. Chloe tried so hard. For everybody, especially the people she loved, but she could never, ever catch a break. Though she had handled this whole thing terribly. But Rachel understood, she actually did.

She sighed.

"Gail", she said gently.

"What if she's not here, Rachel? What if she was trying to throw David off...what if...", Gail murmured from under the sheets.

"She's here, Gail. Somewhere. Where else would she have gone?"

"But...what if she's not? Or what if something...bad...happened. We don't...know, Rachel. We just know she took off...we're just guessing...we could be in the wrong place entirely", Gail was starting to lose it.

Rachel knew this. Had known this since they decided to follow David's meager lead. But had tried to tell herself this area was where Chloe had fled to. It had to be. In truth, she had no idea, though she thought there was a good possibility Chloe was somewhere around here. She wasn't going to let her doubt show, though. She couldn't. She had to be strong, for herself and for Gail.

Rachel moved to the other bed, but she didn't attempt to pull the sheets up, she just lied on the bed, on top of the sheets, on the side Gail wasn't hiding under them on.

"I'm...worried about her, Rachel. I miss her. I'm...i'm scared. I'm fucking scared. My mind is tearing itself apart, we're never going to be okay...we're-"

"Gail...i'm scared too. I am. But we can't lose it. Not now. We've come too far. And we're in too deep now. No matter what happens, we all have each other, the three of us. Even if Chloe isn't here right now. She left to protect us. And she did. She's strong, Gail. She is."

"I...know she is. But i'm not. I'm just…"

"You are, Gail. You're the strongest person i've ever met. And you might be the strongest person there ever was. You have no idea."

"...Are you talking about Max?"

"Max...Max was something different, Gail. Something different than all of us. Something special. Really, truly special. Chloe….I understand why Chloe has gone through all of this, all of this shit, over and over again, not just now, in the past, for her. For you."

"But...i'm not Max, Rachel...i'm-"

"You're Gail fucking Roberts. But you're also Maxine Caulfield. I've known it from the first time I saw you. So did Chloe. All that strength. All that love. It's in you, Gail. I can see it."

Gail had never been told in such outright terms that she was, indeed, Maxine Caulfield. She still wasn't even sure if she believed everything. She peeked her head out from under the covers and looked at Rachel, who was lying next to her, on her back, hands folded on her stomach, looking up at the ceiling, thinking.

"But...then Max wouldn't be so confused. Would know how to handle all of this...would-"

"But you're also Gail Roberts, Gail. And it's our fault that you're in the position you're in. Not yours. And i'm sorry, I know, you want me to stop apologizing, but I am, truly truly sorry. But...you have no idea the things...the horrible things...Chloe saved you from experiencing. From having to do. The choices you'd had to make. All Chloe ever wanted was a better life for you. She doesn't care about herself, Gail. I mean, she does, but you are her number one priority. You always have been, and you always will be. Even before….all of this. This life. I know I was just...she saw a lot of you, in me, Gail. That's why she was drawn to me. Of course, we've both changed over the...years. I didn't even know who I was anymore. But, now I do. And I don't have Chloe to thank for that, I have you to thank for that."

"But...what did I do?"

"Chloe...has the biggest heart ever. Though she would never admit it, to anyone but...well, you. And even then, I know she played the tough punk chick with Max, most of the time. But she's very...driven, Gail. By what she wants, what she sees. Max...you, are her drive. She loves me in her own way, Gail. But she never really realized that...I was trying to please her, a lot of the time. I...look, i've admitted I have self esteem problems. Serious ones. I know what I used to be like. I know what I did. And...even after coming back, I still played that Rachel Amber. Because it was what I knew. What Chloe knew. But after she took off. I didn't...have to play that Rachel anymore. There was a time, Gail. I wouldn't have even left the house without making sure my makeup, my hair, my wardrobe...was perfect, or what I thought was perfect. I used so many people. I did so many fucked up things. And I never even felt bad. I never realized. Even on the...other side. I saw myself as the victim. I never factored in how i'd fucked up. I looked out for Chloe...forever. But, being here...in person. It's different. And you...when i'm around you, I don't feel like I need my defenses. I don't feel like I need to try to please everyone. I feel...like me. Like the real Rachel Amber. And I haven't felt that feeling since...I first met Chloe, before I went off the rails. Chloe helped you find yourself, and you helped me find myself, Gail. For some reason, that I can't even begin to understand, you like me. You actually just like...me. At least...I think you do."

"I...do, Rachel."

"I love Chloe, Gail. I'm still in love with her, and I don't think that will ever go away. But, you're something above and beyond too, Gail. Both as Max, and as you are."

"I'm not...anything special, Rachel. I'm not. Maybe I was Max, once. Maybe I still am. But...Chloe is the one who did all this crazy, impossible shit."

"Chloe may have done all of this crazy shit, but you were the reason she could, the reason she never gave up. You're amazing, Gail. You may not see it, but Chloe does….I do. I'm the one that's nothing special. I'm like the eternal third wheel. And like...a broken one, at that."

"Don't...say that, Rachel. I couldn't get through this alone...you're so much more than that. I know you're so much more than that to Chloe. And...you are to me, too."

Rachel finally rolled over and faced Gail.

"I'm nothing, Gail. I fuck everything up. And i'm not beating myself up, it's just...true. I could never compete with Max...with you. You're so….good. So...real. And….you're beautiful, Gail. Like Max was. Is. Adorable. But, a special kind of beautiful. A rare kind."

"And you're not?"

"No. Honestly, I hate what I see in the mirror, Gail. I've never been happy with myself. That explains a lot, right? I didn't come to terms with it until now, though. I probably still haven't, but...I feel like people expect things from me. I'm Rachel Amber, i'm supposed to be this party legend, beautiful, smart, perfect chick...and...maybe I was, once. But...now, no. That's not me. This is me. And I was never beautiful. Modeling career? What a fucking joke. I mean, look at me. Without the makeup...the clothes, i'm nothing."

"You..are beautiful, Rachel. You're so much...I don't know, and so much stronger...more confident, even in the short time i've known you, as you are right now. Right here. And that face. That...body. You're…", Gail blushed and shifted her eyes away.

"I'm not Chloe, Gail. Chloe is perfect", Rachel said, almost snapped.

Gail met Rachel's eyes again.

"I'm not Chloe either, Rachel, just because Chloe is beautiful, doesn't mean that you aren't. Her love for me...I don't think it has anything to do with that...and that's...what this is really about, isn't it?"

Rachel looked troubled, suddenly.

"I...maybe. But, Gail. I want you two to be together. I want you to be happy together. I want the best for both of you."

"But what about you?"

"I don't care about me, Gail. I used to only care about me, but now I know I was just covering for the fact that i've never been happy with myself", a tear fell from the corner of Rachel's eye.

"Rachel…"

"I want you two to be happy. I love you both. And I know you are eachother's worlds. I want to help you find her, I want you two to be reunited. And i'll stay, Gail, i'll stay until this is over, and then i'm going away, I already told you. There's no place for me in this. Your lives. This world. There never was", Rachel was actually crying now, not just a single tear.

"I don't want you to go, Rachel. Maybe it's the Gail side of me...but, I don't want you going anywhere."

"I'm nothing, Gail. We're out here looking for Chloe, and I still have to make this about me. I'm fucking-"

"You're Rachel fucking Amber, and you're amazing", Gail said, embracing her, "...and you're freezing, get under the covers."

"I can't."

"...why not?"

"Because...you make me feel too...good, Gail. At ease. About myself. About everything. You...should let go of me. I'm going to sleep in the other bed. I don't want…."

"...don't want what?"

"...to...get too used to...this. To you. It's just going to make everything harder, later."

"...when you leave?"

Rachel didn't say anything, she just looked away from Gail, who loosened her hold a bit.

"I can't stop you, can I?", Gail asked.

Rachel didn't answer, she just broke out of Gail's grip and returned to the other bed, tucking herself in and rolling over to face the other direction. Gail was hurt by this. She tucked herself in her own bed and turned out the light. She rolled over and tried to sleep but her thoughts were too much. This went on for while, before she got up, and got in Rachel's bed.

"Rachel…", Gail said gently, she wasn't sure if Rachel was awake, but she didn't really think she was asleep. Rachel was facing away from her.

"...what?"

"I can't sleep."

"Neither can I."

"I'm scared."

"So am I."

"Not just of the police and the Prescotts."

"I know."

"I'm scared of losing Chloe."

"So am I."

"And i'm scared of losing you."

Rachel just sighed in response, she got up. She went over to where she'd tossed her jeans and began pulling them on.

"What are you doing?", Gail asked.

"Going for a walk", Rachel said, pulling her flannel on over her oversized t-shirt.

"Rachel…", Gail said gently.

But Rachel didn't say anything, she pulled her shoes on and quietly left the room. Leaving Gail, who hadn't even moved, alone.

The Superbird cruised through the wooded back roads of the area. Sometimes not even really roads, gravel, dirt. Scenic. Woods, and mountains, and sometimes the seaside. Chloe had smoked the majority of Alain's joint was dazed out, watching the evening overtake the California sun, the sun setting over this beautiful scenery.

"So...two hundred? Right?", Chloe asked, lazily, she sat in the passenger's seat, looking out the side window.

"...what?", Alain asked. They hadn't talked much after revealing some profoundly dark shit to each other.

"Fastest anyone ever got one of these up to...two hundred, right?"

"Something like that", he said in an icy tone.

"Shit...I forgot...speed...this car...probably not the best-"

"Nah...it's alright. I'm scared to really get on it, though. I just cruise. I was with dad once and he had it pinned at 185. That was before the motor was worked. This thing has some...party favors. It's pushing something like seven hundred horses, Liz. I was going to take a lot of the shit he did out when I redid it...but it didn't feel right. The power makes it all the more horrifying to me. I love it because it reminds me of him. And it suits me. I love the look of it. But...as for racing and shit. I don't. I've had it up to like eighty. I got scared and backed off. It scares the hell out of me."

"I understand. I do. I'm sorry. When I had these cars I just...beat them up so bad. The wreck I got in with the Daytona...I was honestly...can I tell you something?"

"Of course."

"I was sick at the time. Really sick. I had a sort of deathwish. I didn't plan on walking away from that accident. I was looking for a reason to die, because I was going to anyway. And I had burned just about every bridge i'd built in my life. I fucked up hella bad. Beyond hella bad. But...it led to some of the best years of my life. Made me rethink things. Enjoy the time I had left."

"...you're sick?"

"...not….anymore. Physically, anyway."

"What did you have?"

"Pft….a bad cold."

"I don't believe that."

"You shouldn't, but it's a crazy story and i'm fine now. Well...physically. I guess. Mentally, I don't know", Chloe looked out the windshield, at the redwoods passing by, they were on a dirt road winding through the woods now, Chloe felt totally safe with Alain, even though she's just met him yesterday. He was just another damaged kid, like she had been. Still was, in a way.

"I miss Gail", Chloe said sadly, after a long pause.

"Is that...your girlfriend? I thought you said her name was Max..."

"They're the same person. Hard to explain."

"Some...like...multiple personality shit?"

"Something like that."

"And there's that other girl…"

"Rachel, yeah."

Rachel and Gail...where have I heard those names...together...recently, Alain thought to himself.

"Well...like, which of them do you love more?"

"Max is my entire world. She really is. Rachel is...like a ghost from my past. But not in the past, anymore."

"So...like an ex?"

"Putting it hella simply, yeah. But...it's a lot more complicated than that."

"It always is, isn't it? I dunno, I haven't really had much experience", he said, almost sadly.

"That's a shame. You're a pretty boy, dude. Go to where i'm from, the hipster chicks would be all over you."

"Eh. Not really my scene. Don't really know what is though."

"You and me both. This place is beautiful though. If Max were here...Rachel too...perfect. Then I could actually enjoy it."

"...you don't enjoy it with me?"

"No...not like that dude. I'm having fun. Believe me. It's just like...part of me is missing though, ya know?"

"Yeah. I do. I know exactly what you mean."

"Your father...or...something else?"

Alain sighed, he lit a cigarette with the car's lighter, rolling the window down and exhaling the smoke, all in one motion.

"There was this girl. I grew up with her. Anna. Pretty girl...in that like...pure kinda way? Ya know?"

Chloe thought of Max.

"Yes...I do."

"I still love her. But...I haven't talked to her since I was fifteen."

"Why not?"

"She's, like most people here, scared of me. I did a bad thing, Liz. I mean...it really wasn't the kid's fault my dad...but...I did it anyway. And that gave me a reputation. And i've...really done nothing to fix it. I mean...what do you do, after something like that? Anyway, she comes to the coffee shop sometimes. Never even looks at me. We were best friends. But...people change...ya know?"

"Yeah", Chloe sighed, "...I do."

"So yeah. Maybe someday, right?"

"That's basically become my motto, since every time I try to change things for the better, I fuck it all up. That's why i'm even here."

"Well….i'm glad you're here, for whatever that's worth."

"It means something."

"I'm glad."

"You know, I don't see a horrible person in you, Alain. I see a loving one. I mean…", she gestured to the car around them, "...there's hope for you yet, my child."

"...how old are you, really?"

"I dunno."

"...what?"

"I don't know. Nineteen? fifty? Older? Could be."

"How stoned are you, right now?"

"Pretty gone."

"I'm gonna chalk that statement up to that, then."

Alain knew there was something very strange about "Liz", though. He just couldn't make sense of what.

"You know what I like to do sometimes? Like, at night like this?", Alain asked, changing the subject.

"If you say 'fuck', i'm getting out of the moving car, dude."

"No...Jesus. You're going to think i'm crazy, so i'll just show you."

"If this gets weird, I do have a knife, Alain", Chloe teased.

He smirked and they drove back towards the coast. It was full dark now. The streetlamps and the car's headlights the only lights. He drove down to the beach, a parking lot, with no barrier between the pavement and sand.

"The trick to this is moving quick enough to not sink and get stuck, but not enough to lose control."

"Wait...we're not going to drive on the-", Chloe was interrupted by the car launching. And then they were on the sand. On the beach, lit only by the moon. It felt like sledding as a kid, Chloe thought, but with a seven hundred horsepower Hemi pulling you. It was...amazing.

Chloe laughed. This was beautiful. In it's stupidity. It's simplicity.

"Hang on", Alain said as they reached the end of this beach, before slowing slightly and throwing the wheel to the right, they drifted through the sand, sideways. Chloe laughed more. Alain laughed too.

"Can't stop though, gotta keep moving, or we sink, and I had to have it towed out once, that was not an easy explanation."

They shot back up the beach, Alain wasn't going as fast as he could have been, Chloe noticed. And understood. They repeated the sandy drift maneuver again. Alain pulled back into the parking lot.

"You're crazier than me, dude. Well...no, you're not. But you're a contender, that's for hella sure."

"...thank you?"

"It was a compliment."

"We should get back, I have to work tomorrow."

Chloe was suddenly afraid. Of being left alone with her thoughts.

"...alright. Drop me where you did before."

"Where are you staying, really?"

"Camping. That's all."

"Alone?"

"Sometimes you need to be alone, Alain."

"I guess."

He drove her back to the camping areas, she paused for a moment before getting out of the car.

"Thanks….man. Just, for a fun day, despite all the dark shit."

Chloe hesitantly got out of the car and started walking. Alain didn't pull away right away, like he was making sure she wasn't going to come back, but she wasn't. She wasn't interested in him like that. Alain didn't know if he was really interested in her like that, anymore, either. They just had a lot in common. He eventually sighed and drove away. Chloe turned and watched the winged behemoth of a car disappear down the dark mountain road.

Rachel sat alone in the pool area of the motel, it was nice, despite being a shitty motel. It was a nice shitty motel, in a nice place. She sat alone on the edge of the hot tub, with just her feet in, smoking a cigarette.

Dammit Chloe...you and your bad habits..always rubbing off on me...smoking...Max….i'm not in love...i'm not in love...I am not in love...

Rachel was at a loss. She did not want to leave, if they even got through this. She really, truly didn't. It was the last thing she wanted. And that's why she felt like she had to. She was falling more in love with Gail every moment she was with her. And she was also still in love with Chloe, and she really didn't think that was ever going to change. She felt like she really did have no place. Not in this life. Part of her mind screamed to end it all, part of her mind screamed to just walk away now and never come back, part of her mind screamed at her to stay the eternal broken third wheel, and part of her mind screamed at her to go back up to the room, hold onto Gail and never let go. But none of these were fair to either Chloe or Gail.

Rachel found herself singing to herself, under her breath.

"I'm not in love...so don't forget it

It's...just a silly phase I'm going through

…..

I know you know it doesn't mean that much to me

I'm not in love, no...no, It's because…"

Rachel sighed through an exhale of smoke. Things like this were why she was scared to get too close to anyone for too long. But she never imagined the extremes it could go to.

She flicked the cigarette away and started back towards the room. When she got there, she realized she had forgotten her key. She had really hoped Gail would just go to sleep while she was gone, and now she was going to have to knock, or hang around alone until morning, she didn't like either. She took a deep breath, steeling herself, and knocked gently, half-hoping Gail wouldn't hear it. She waited a few seconds, then turned away from the door.

Better off this way...alone…

She thought she heard the door click open behind her, but kept walking.

"Rachel...", Gail said gently, from behind her.

Rachel wanted to keep walking, just as much as she didn't. She stopped, but didn't turn around. She had two very distinct, very opposite urges, one was to run away, one was…

"It's fucking cold out here, come back in", Gail said, just as gently.

Rachel knew exactly what was going to happen if she didn't just keep walking. And either way, she knew the future was going to be shaped by whatever she chose. Leaving wasn't going to make anything better. It was just going to cover the problem temporarily, ruin any trust she'd built with Gail, and piss Chloe off. The other was also going to piss Chloe off. At this point it was more deciding which was going to wreck less….and which she actually wanted.

Rachel turned back towards Gail, and walked, surely, a different pace than she'd been shying away from the door with.

"Rachel, are you al-"

Rachel interrupted Gail with a kiss, and it didn't stop at a kiss, Rachel kind of pushed Gail back into the room, without breaking it, shutting the door with one hand, the other against Gail's face, her fingers in her hair. She didn't stop moving them backward until they both fell onto the bed, Rachel on top of Gail. Rachel really thought Gail was going to fight this, but she wasn't, on the on the contrary, Gail was pulling Rachel's flannel off, her hands wandered inside Rachel's shirt, along her body.

This didn't stop until they were both mostly undressed, then Rachel stopped herself.

"What the fuck are we doing?", she asked.

"The wrong thing...that we both need to get out of our systems", Gail answered, pulling Rachel back into her, kissing her deeply.

"What do you have for me?", David asked, his patience was wearing extremely thin. Wells had agreed to talk to Nathan that day, and come back later, it was later, it was much later.

Wells didn't say anything, he put a red binder on David's lap, from where he was sitting next to the hospital bed.

"This is?"

"One of many, I assume."

"How did you get this?"

"Nathan wants his father gone, he agreed to everything when I explained the situation, but we have another problem. Three, actually", Wells said.

"Which would be?"

"First of all, one of these isn't good enough, there is nothing here explicitly tying Mark Jefferson to this. Nathan assured me that the others would be more in depth, this was an early one, that Nathan himself had hidden, Jefferson gave it to him as a kind of guide, what they were going to be doing."

"Wonderful, what's the second problem?"

"Jefferson didn't hide them all in one place, he was smarter than that. Nathan thinks he knows locations, but it's still going to take time. I don't know if I can get them in time, alone."

"In time?"

"Third problem. Sean Prescott will be paying us a visit. I don't know exactly when, neither does Nathan, or so he says, but i'm inclined to believe him, the boy is horrified. But I received a phone call telling me to stop digging from Sean himself. Someone is watching us, and we need more concrete proof before the elder Prescott shows up, otherwise we will either be dead or have our reputations damaged enough that it won't make a damn bit of difference what we do."

"...shit."

"Yes. We can't do this alone, David. Where are Amber and Roberts? Amber knew something, i'm sure of it. Since Miss Amber was there when Chloe...whatever happened, with Nathan, in the bathroom. And I know Roberts was last seen with them."

"Looking for Chloe."

"David...we're going to need them. Amber, anyway."

"You can't drag kids into this, Ray."

"Do you think I like this, David? What choice do we have? There are exactly five people who know the truth, on our side, I can't do this alone, you can barely stand, Nathan is injured and unstable, Chloe is gone, that leaves her."

"Six."

"What?"

"Roberts knows everything. But they don't know where the evidence is, Ray. If they did, they would have done it themselves...look how far Chloe went already."

"I still think it would help more than hurt to have them with us, I can protect them."

"I think you better focus on protecting Nathan and yourself, Ray."

"Where are they, David?"

"Most likely...somewhere in Big Sur, California."

"Goddammit. Call them, David."

"Told them to keep their phones off. You know damn well why. But...I agree, we need help."

"Any ideas? Any, at all, David?"

"I think so, i'll get back to you on it."

"David, time is-"

"Time? This could have all been avoided if you'd listened to me in the first place, Ray. I think you can give me until tomorrow."

"If Sean Prescott shows up…or the police decide they are done playing games...they've already issued a nationwide warrant for Chloe's arrest, she isn't safe in California, David."

"I know. We may not have much of a chance either way, our window is closing."

Wells was silent for a moment, he stood up from the bedside chair.

"Alright, David. But please, have something ready for me by the morning, please."

"I'll make a few calls. Also watch Anderson. Officer Berry. He was being paid by Sean to look after Nathan, I have a feeling he's Sean's contact."

"That explains why i've seen him more than any other officer, alright, David. I'm trusting you with this."

"Never thought you'd say that."

"Neither did I, the game has changed."