Chloe followed Max across the Blackwell lawn. The sparse lighting cast long shadows across their path giving the familiar area an eerie feeling.

They walked in silence, one Chloe was eager to break, but she wasn't sure how. She didn't exactly understand what was wrong with Max, but she could tell it was something big. Some part of her was terrified it was too big, bigger than she could fix. But here she was, against Max's will, so she hoped that counted for something. Even if all it had accomplished so far was an awkward walk across a spooky lawn.

Max walked up to the entrance of the pool building and then stopped. She turned to Chloe, her face expressionless.

"You're up Keymaster Chloe," she said with a flourish towards the door. Chloe stared, taking a moment to process what Max was implying.

"You were going to the pool and you weren't going to invite me?!" She finally managed to get out.

"I…had a lot on my mind. Wasn't really in the mood for a pool party," Max said, at least having the decency to look a little guilty.

"I won't forget this Maxipad, you've disappointed me," Chloe said with a shake of her head. She waited a moment to see if Max would respond to her favorite nickname, but Max didn't seem to notice. She was still somewhere else, barely paying Chloe any attention. Chloe sighed and moved forward, quickly unlocking the doors despite the impressive amount of keys on David's keychain. This wasn't her first late night pool visit. She pulled the door open and gestured for Max to walk inside. She was starting to think this whole thing had been a terrible mistake. If Max didn't open up to her there wasn't much she could do.

Max walked forward and a sullen Chloe followed. Suddenly, Max stopped, almost causing Chloe to walk right through her. Max turned to her and Chloe was surprised to see a small smile on her face. She held her arms out.

"Boys…or girls?" Max asked, gesturing towards the two separate locker rooms. Chloe rolled her eyes.

"Duh, girls, thought that was obvious," Chloe said without hesitation, a smile of her own breaking out. This was more like it.

"Hmmm...I guess that's true," Max said with a laugh. She turned and walked into the girl's locker room and Chloe hurried to follow after her.

"So what's the plan exactly?" Chloe asked, bouncing slightly as she walked.

"Swimming, what else?" Max said like it was obvious.

"Really?!" Chloe asked. She ran ahead of Max and then turned around to look at her, walking backwards. "Max Caulfield just asked me to break into a school building so we could go swimming?! Is this really happening?" Max actually laughed before shaking her head.

"I had a lot of inspiration," Max said as Chloe turned and raced forward, heading for the pool.

"Come on slowpoke!" Chloe called back to her. Max smiled, big and carefree, but didn't increase her pace.

"Okay Chloe, I'll go get the lights," Max said as she emerged from the locker room to see Chloe standing right at the water's edge. "Strip and I'll catch up to you!"

Chloe froze a moment as Max walked into the pool office, thrown off by the sudden request. Chloe didn't even know what underwear she had on, the morning felt like ages ago. She was pretty sure she'd just thrown on whatever was on top of her dresser. She'd been in a rush to get to the diner with as few questions from Rachel as possible. Shit, hard to imagine that was today.

Chloe quickly pulled the front of her pants forward and took a peek at her underwear. Sure enough, it didn't match her bra at all and was less than inspiring. Great, this will make a fine first impression.

Chloe paused at the thought. Why was she worried about impressing Max? They'd been friends for ages, Max had seen her in her underwear countless times.

Of course that had been years ago, and now…

Now what? What was happening now? Why did it feel like things were different? And why was she thinking about the fact she was still technically dating Rachel? And why did that seem disappointing?

The lights to the pool suddenly sprang to life, bringing Chloe back to reality. Fuck it. Chloe thought. There's a pool and I'm going to enjoy it. Nothing more to it. She tugged her shirt over her head, kicked her boots off and pulled her pants down as quick as she could.

Not even bothering to look behind her, Chloe leaped into the pool. The lukewarm water felt amazing. She'd felt a little gross after sweating in God knows how many sweatshirts. Pool water wasn't exactly a shower, but it was an improvement.

"I don't think you have a future on the swim team," Max said as Chloe broke the surface of the water. Chloe swallowed her nervousness and turned to Max with as much confidence as she could muster.

"Neither do you from up there. Come on hippie, or was this all just a ruse to get me in my underwear?"

"Why can't it be both?" Max asked with a straight face. Chloe didn't know how to take that, didn't really know how to take Max at all. One minute she was talking about how Chloe shouldn't get too attached and the next she seemed like she was flirting with her. That was flirting wasn't it?

Suddenly Max turned slightly to the side, her eyes avoiding Chloe as she reached down to the edges of her shirt. Chloe could hear the blood pounding in her ear drums as Max pulled her shirt up over her head.

Chloe's mouth went dry, no doubt from the chlorine, and she couldn't stopped herself from watching the sight of the shimmering water reflecting off Max's pale stomach.

Chloe, stop ogling your best friend! You're getting creepy. Not to mention you already have a girlfriend! Sorta…

With more effort than Chloe would like to admit, she managed to tear her eyes away from Max just as her friend was about to pull her pants off. She awkwardly stared at the water until she heard a loud splash and looked up to see Max's head break the surface.

She looked...cute with her hair plastered to her head. There really wasn't another word for it. The light reflecting off the water made her freckles darker and Chloe's stomach fluttered at the sight. Fuck. Chloe thought desperately. There wasn't any way she could argue against it anymore. She had a crush on Max. And it was only getting worse. The only questions was, what the hell should she do about it?

"Should I ask about the logistics of why you actually get wet?" Chloe asked, putting aside her feelings for now.

"No, what you should be asking is why I can do this." Max said, and then flung her arm out, sending a wave of water to hit Chloe smack in the face.

"Okay yeah, how the hell does that work?" Chloe coughed out as she spit water.

"Mysteries," Max said as she laughed.

"And what if I'm fucking tired of mysteries," Chloe said. Max's laughter died as she saw the serious look on Chloe's face. "We've got time now Max, I think it's time you talked."

Max sighed and leaned back into the water until she was floating on the surface. Chloe waited, but Max didn't say anything. She just floated there, staring at the ceiling. Chloe looked up, sighed, and leaned back to float herself.

"I'll show you mine if you show me yours," Chloe said as they both floated along the pool water.

"Gross Chloe," Max said halfheartedly. Chloe ignored it.

"Just, tell me what's bothering you and I'll tell you what's bothering me. Seems silly for us both to be here brooding in silence." Max didn't respond for a moment, just long enough that Chloe thought she was going to ignore her again, before she suddenly piped up.

"Do you ever wish you could never grow up?" Chloe snorted and sent a splash of water over at her.

"You just turned eighteen and you're already tired of being an adult? Depressing much?"

"Hey, you told me to tell you what's bothering me, you don't get to make fun of me for it!"

"Uh, yeah I do dude, that's the best friend rite." Chloe said as she stood back up and looked over at Max. Max glanced at her and then stood up herself.

"Maybe I am tired of being an adult. I wish I could stay in our childhood forever Chloe. We could be pirates for all eternity, never have any responsibility and the worst we could do to the world is spill some wine," Max said, her eyes on the water. Chloe frowned and swam closer to Max.

"Hey, what's up Max?"

"Everything after William, all of it…I'm so sorry Chloe," Max said quietly. Chloe reached out and placed her hand near Max, floating just hairs away from her.

"You don't have to be sorry you idiot, we've talked this to death already. But it's not all bad you know, you look a lot better in your underwear now. I mean, you're still tiny but it's a bit of an improvement," Chloe said with a smirk. Max finally looked back at her, shooting her a glare.

"I'm serious Chloe."

"I understand that Max, you know I do. I can't tell you how many times over the years I've wanted to go back, be with you again, have Dad, just...be simple and happy…" Chloe shook her head.

"It's just that, there's some things that aren't that bad now you know? Like the way I feel right now." Chloe stared into Max's eyes as all traces of playfulness disappeared from her face. Max stared back, unable to look away. "The way I feel about you, about Rachel, it's a lot more complicated now. It's confusing and scary and...hella amazing. It's not simple, its not playing pirates, but I wouldn't want to go back. I think, I think some things are supposed to be complicated."

"The only thing I've done since growing up is make mistakes," Max said.

"You're talking to the super senior on academic probation who's currently trespassing. I think I own mistakes."

"You don't even know Chloe," Max said as her eyes dropped back to the water's surface.

"You're missing the point Max. I'm an adult, been one a year more than you thank you very much, and I don't have shit figured out. And you know what, I don't think anyone else does. Look at Frank for fuck's sake. Or Wells. Do you think he knows what the hell he's doing? Or my wonderful step-shit? Or my Mom for marrying that walking tool? I think that's the secret Max, you don't ever stop screwing up. Everyone's just making it up as they go and hoping no one notices. And when you're kids they just lie to you so you don't freak the fuck out."

Chloe took a step back from Max, standing up tall and getting into her full lecture mode. Despite herself, Max couldn't help but crack a small smile. No one could accuse Chloe of not being animated enough.

"And the people who do think they have it figured out? That's the people you have to watch. Just look at Jefferson, self righteous little ass. No, stick with the screw ups Max, you're in good company."

"Yeah, but when most people fuck up they don't kill people, or send them to the Dark Room." Chloe arched an eyebrow and then bobbed in front of her. With her couple extra inches it felt like she towered over Max. She looked down at her with eyes that made her look way too much like Joyce for Max's comfort.

"You killed people?" Chloe asked.

"I did."

"Like, you picked up a knife and stabbed them in the heart?"

"What? No, I…"

"You choked the life out of a dude?"

"No…"

"Smothered an old man in his sleep?"

"Chloe!"

"Shot someone in the stomach?"

"No!"

"Then how did you kill anyone?"

"Because I know things Chloe. I know when I do something people could die. And I do it anyway. Doesn't that make me a murderer?"

"There goes Super Max, putting the world on her shoulders. Get over yourself Caulfield," Chloe said. She fell backwards into the water with a splash before swimming away from Max. Instantly Max felt like a weight had been lifted, Chloe really was intimidating when she wanted to be.

"What?" Max asked, slightly irritated Chloe was just brushing her concerns off like that.

"Talk about a Jesus complex," Chloe's voice rose out as she drifted farther away.

"I don't…"

"What if you hadn't stopped me from going into the bathroom?" Chloe asked suddenly as she got back to her feet. She was halfway down the pool now so Max had to speak up for Chloe to hear her.

"Chloe, there's more to it…"

"I'd be dead, and you know who's fault that'd be?" Max opened her mouth, but Chloe pressed on.

"Sure not the fuck yours that's who. You didn't force me to threaten Nathan or go into a bathroom alone with him. That was my brilliant idea thank you very much. You didn't give Nathan a gun, tell him 'Oh hey, why don't you go shoot that Chloe girl for me, bitch hella deserves it.' At least I sure hope you didn't. And what about Kate? You didn't drug her, kidnap her, bully her. None of that is on you. You tried your best to help people. You can't blame yourself when it doesn't work out. At least you tried, more than most people do," Chloe finished. She splashed back down into the pool, lazily floating back towards Max. Max remained quiet as she did, waiting till she was right beside her before speaking up.

"They say the road to hell is paved with good intentions," Max said as she watched the reflections of the water dance across Chloe's face.

"Now you're just spouting cliches at me, give up Caulfield, you lost."

"It's a cliche for a reason Chloe. I told myself I was doing what I thought was best. I tried to help people. But at the end of the day, the only person I'm helping is myself. I help the people that are important to me, and I damn the rest."

"You and everyone else on the planet Max. It's basic human nature."

"That doesn't make it right," Max said stubbornly.

"Doesn't make it wrong either," Chloe said back. She got back to her feet and gave Max a smile. "Would you take anything back?" Chloe asked her. Max chewed her lip.

"No," she said quietly.

"Then don't agonize over it. Accept it and move on. It's all anyone can do," Chloe said. She walked over to the side of the pool and rested her elbows on the concrete.

"You know, you're pretty good at this. You should be a therapist or something," Max said as she walked up to join Chloe, leaning on the concrete beside her.

"Nah, I've just absorbed a lot from Dr. Strong. Years of therapy will do that to you," Chloe said as she glanced over at Max. Max was already staring at her. Chloe didn't turn away, just returned the stare.

"I'm serious Chloe, you could be a hella good therapist."

"Don't know if therapists are supposed to have imaginary friends who can see the future. Might look bad on my resume."

"I think it just shows you have first hand experience," Max said with a smile. Chloe shrugged but couldn't help but smile herself. "So…" Max said, one eyebrow arching up. "I've told you a lot of about what's on my mind. What about you?" Chloe sighed.

"Suppose you did," Chloe said. There was still more she wanted to talk about with Max, a lot more, but she guessed it was her turn.

"I'm…kinda hung up on Rachel," Chloe said.

"O-oh," Max said, turning away from her.

"It's not exactly what you think," Chloe said. She leaned forward and put her chin on the concrete side. She felt more comfortable staring at nothing while talking about her shit. It's how she always did it with Dr. Strong. "I'm not surprised she broke up with me or whatever. I've seen it coming I think, I just didn't want to admit it. I was being overly needy, she was being distant, I half wonder if she came here to break up with me." It felt weird to just admit it like that. She'd been anxious ever since Rachel said she was visiting. She thought it was just jitters from not seeing her for so long, but part of her had wandered.

"But…even if we aren't dating, which I'm not even sure on, I still want her in my life. She's one of my best friends, we were inseparable for years, I can't just throw that away. I won't."

"You're a good friend Chloe, better than me," Max said simply.

"I just suck at letting go," Chloe said.

"I like that about you," Max said firmly. Chloe cracked a smile before moving on.

"But I'm afraid we don't know how to be friends anymore. We were barely friends before we started dating. What does it mean to be friends with Rachel Amber? I'm not sure I know anymore."

"Well, I'm not an expert, but you could start by telling her that. She's scared, but if you let her know you still want her in your life she'll probably listen. The last thing you want to do is sit on something and never tell the one person who needs to hear it. Trust me." Chloe turned towards Max and looked at her.

"Did you know? That you were going to leave?" Chloe asked, the question bursting out of her. It was a question she'd been sitting on since this morning. She hadn't asked it, because she was afraid of the answer. Max looked over at her

"Yes," she said simply. She didn't turn away, she met Chloe's gaze. "I did, I didn't want to, I don't ever want to leave you again, but I had to. It doesn't change the fact it was my fault, though."

"The whole time?"

"Before I ever even talked to you, before you even knew who I was." It felt like a knife, white and hot, stabbed right into Chloe's lung. She tried to take a breath, but it just wouldn't come.

"Why didn't you tell me Max? I would've understood," Chloe said quietly. Max blinked, a couple of tears running down her face.

"At first I rationalized it. You were too young, you couldn't understand. Then I figured the time wasn't right. We needed to be close, so close you had to believe me. And then we were best friends and it was only a year away and I still wasn't telling you…" Max paused. She was looking past Chloe now, though whether she was stuck in the past or the future Chloe couldn't guess. "I was too scared. Again. I didn't want you to hate me."

"That worked out well," Chloe said darkly before she could stop herself. Max blinked, coming back to the conversation.

"I know it's not an excuse, but I didn't know how. How could I explain without doing more damage? And what if telling you broke something? I thought it was the best way."

"It wasn't Max," Chloe said simply.

"Chloe I…I didn't think you'd take me back. If you knew. I thought you'd be done with me." Max said, her voice practically pleading now. Chloe sighed. It still hurt, she didn't forgive Max, but she didn't see what continuing to hold onto it would achieve. She just wanted to be happy. After five years of suck, that didn't seem like too much to ask for.

"We all make mistakes Caulfield, I won't damn you for yours."

"Chloe…"

"Tell me about Rachel," Chloe said, turning the conversation. Max froze, taken off guard. She looked at Chloe a moment before nodding.

"I changed things already. I told you that. I did it little by little over the years, that's why I'm not always sure what will happen. Do you remember the letters we wrote together as kids?"

"Yeah," Chloe said, the implications suddenly dawning on her.

"That's how I did it. I sent letters to people, letters with information they shouldn't have. One of those letters, the most important one, I sent to Rachel."

"What was in it?"

"I won't drag out Rachel's business. But it worked Chloe. Because, according to the future I saw, Rachel shouldn't be here right now. She should have died six months ago." Chloe stiffened, a chill running down her spin.

"What?"

"Nathan Prescott and Mark Jefferson. Chloe, Rachel was supposed to end up in the Dark Room. But unlike Kate, she would never come back." Chloe's eyes widened.

"That's what you meant. You saved Rachel from the Dark Room, but Stella went instead." Max nodded.

"Now you know. I saved the person important to me, and damned the one that isn't."

"You didn't know Max, drop it," Chloe said tensely. Max frowned but didn't press the issue.

"But Stella didn't die, why did Rachel?"

"I don't know. It was an accident, that's not really the right word, but it wasn't intentional. Nathan was inexperienced and I think he took Rachel earlier than Jefferson wanted. He used the wrong amount of Frank's drug and Rachel ended up dead instead of unconscious. He felt awful about it, but that didn't stop him from taking pictures…"

"Max!" Chloe yelled, cutting her off. Her hand clinched as her mind raced. Nathan Prescott killed Rachel. For some reason that made Chloe ten times more pissed than when she learned the shit killed her.

"Sorry, sorry," Max said. "I've never talked about this stuff before, it just started coming out."

"What is this Max? You say it's a future you saw, but you talk like you lived it." Max glanced at her and then sighed.

"Say there was a time when Max Caulfield was a real person," Max said.

"I fucking knew it!" Max cracked a smile.

"Don't jump to conclusions, that time is dead and gone. Me along with it."

"But you were real, so that means…" Max shook her head, hard and sharp.

"No Chloe, its why I didn't want to tell you. Don't get your hopes up, don't wish for things that won't happen. I was real, but that's done with. This…" Max reached up and slowly brought her hand up to Chloe. She pushed forward and her fingers passed right through her face. "Is all I have left."

Chloe could never get used to that, she tried so hard to avoid reminders about Max. But even still...she couldn't let Max go.

"I don't care about shit like that, you're real Max. You have thoughts, you have opinions, you're fucking real."

"Agree to disagree." Chloe frowned.

"This isn't done. Tell me what happened? How did you get like this?"

"So say this Max Caulfield lived in a world very much like this one. She was best friends with a girl named Chloe Price. They dreamed of adventures and grew up together. Then Chloe's father died and Max moved away and they didn't talk for five years. She came back to attend Blackwell Academy. And then she met her best friend again, in a bathroom, where she saw her die." Chloe's eyes went wide, but Max continued. "And it was then she learned she could rewind time."

"Rewind…time?" Chloe leaned up, pushing off the pool wall." You can rewind time?"

"Could. I could rewind time." Chloe furrowed her brow.

"So what, you rewound your way out existence?"

"Kind of. So much stuff happened that week. I tried to fix it all. Tried to save you, Kate, stop Jefferson, undo Rachel's fate. It was too much, and I messed up so many times. I could never get it right."

"So how did you…end up like this?" Max got up and waded over to Chloe.

"I tried to change too much. Tried to go back too far. I made a mistake and suddenly Max Caulfield didn't exist anymore."

"Why did you…"

"I was trying to fix everything. I thought I could make it perfect," Max smiled. "And look how that turned out."

"Maybe we could…" Max shook her head.

"That story is over Chloe. It's not all bad, I never got everything right. But this time, with your help, we can make sure it works out. That'll make everything worth it."

"Max…"

"Better go put your clothes back on," Max said suddenly as she turned towards the pool entrance.

"Hey, I'm not done talking!"

"I know, but David's about to come break up the party."

"What?!" Chloe asked, suddenly remembering the fact that she was in her underwear. And fucking David was the last person she wanted seeing her like that.

"Yeah, he should be storming the place any minute," Max said calmly as Chloe raced past her.

"And you waited till now to tell me?!" Chloe complained as she pulled her way out of the pool. Max took her time, slowly wading after Chloe. She paused a moment as Chloe got out of the pool, watched as she bent over to pick up her clothes, a small smile cracking her lips.

"Hey, I was going to have you stay home, but someone insisted on coming. I can't be blamed," Max said as she pulled herself out of the pool.

"Fuck, mother fucking Fuck Fuck!" Chloe muttered as she tried to pull her pants over wet legs.

"Nice vocabulary, I see why you focus on the sciences," Max commented as she walked over to Chloe.

"Fuck you! Fucking invisible, cheating, can't believe…" Chloe cut off as she heard the echo of a door opening.

"Don't put your boots on. Get moving, I'll tell you where to go," Max said calmly as she picked her clothes up. Chloe's eyes went wide as she quickly pulled her shirt over her head. She turned towards Max, her eyes panicked and questioning.

"Head towards the boys locker room. Now," Max said. Chloe grabbed her boots and took off running just as the back entrance door started to open. Max ran after her.

"Put some clothes on," Chloe hissed as she saw that Max was still carrying her clothes.

"Why? They can't see me. I'll do it later." Chloe opened her mouth, but Max suddenly hard stopped as they entered the locker room. "Head to the bathroom and hide in the last stall. I'll tell you when you can come out," she said. Chloe nodded and quickly turned into the bathroom just as a beam of light lit up the room in front of them. She opened the stall door as quietly as she could and moved inside.

She stood in the stall for what seemed like hours, listening as the steady footprints of David or whoever drew steadily closer. Please don't come down here. Please don't come down here. She wasn't sure on the rules, but she was sure Wells would find a way to get her expelled for trespassing if he could.

"Okay Chloe, I can't stress this enough, quietly and slowly come out of the stall," Max said from outside. It made Chloe jump. Calm your tits, they can't hear her you idiot.

Chloe slowly pushed open the stall door, thanking God the hinge wasn't squeaky. She moved out into the bathroom and almost had a heart attack when she saw a security guard standing near the bathroom entrance, his back turned towards her as he looked into the pool area.

"Come on, hurry," Max said, beckoning to her. She was standing right next to the guard and, thankfully, was fully dressed now. Chloe swallowed hard and then moved forward.

Thank God Max had told her to wait on the boots.

"Okay, keep coming, he's about to call out and move a little forward. That's your chance to get past him," Max said. Chloe moved up and was just a couple feet from him when he rocked forward and yelled into the pool area.

"You see anything?" Chloe rushed around the bathroom entrance and into the locker room.

"Okay, you're in the clear. Just don't make any noise and head for the entrance." Chloe nodded and padded her way across. True to her word, no one else was blocking her path. She pushed open the pool door, walked through, and then caught it and quietly pushed the door close.

"Okay then, let's run for the truck," Max said.

"Oh fuck yeah," Chloe breathed out. They ran across the parking lot and Chloe ripped open her truck door, throwing her boots on the middle seat as she jumped in. She pulled out her keys, hit the ignition, and wheeled out of the parking lot just as beams of light started heading down the steps.

Chloe throw a middle finger back as she pulled into the street and Max started laughing in the seat beside her.

"Oh, I still haven't forgiven you Max," Chloe said darkly as she drove.

"Oh come on, you have to admit it was pretty badass," Max said, still laughing. Chloe glanced at her and then back to the road. She had to admit, the whole point of staying with Max was to put her in a better mood. Looking at the carefree expression on Max's face, the way her eyes narrowed into slits as she laughed, Chloe had to admit the adventure had been a success. Even if she almost had to get expelled to get there.

"We were kinda badass," Chloe admitted with a smile.

"You were like a ninja, sneaking past that security guard," Max said.

"Because I had an invisible sidekick showing me the way. Felt like I was playing Legend of Zelda or some shit."

"...you did not just compare me to Navi."

"Hey, you're small, you're invisible most the time, you're bossy, and you know everything. I don't think it's a comparison as much an observation."

"...I have never regretted the fact that I can't punch you more than I do right now."

"Hey Max," Chloe asked sleepily as they lay in her room. She hated to admit it, but the day was finally catching up to her. There was still so much stuff she wanted to know, wanted to understand, but her brain was refusing to cooperate.

"Yeah?" Max said beside her. It was so nostalgic having Max right here. She could hear her breathing, feel the weight of her in her bed, could feel her toes barely brushing against her.

"I'm fucking glad you came back man."

"Me too Chloe."

Before long, Chloe's gentle snores filled the room. Max rolled over, watching her friend's peaceful face in the glow of the computer screen. She raised a hand and brought it close to Chloe's face, stopping just short of her cheek. "I'm so sorry," she said quietly. "Please Chloe, when all of this is done, please forgive me. I tried so hard, you have no idea how much I tried. I'm sorry I lied to you. Don't hate me. You're all I care about anymore, never doubt that. Don't hate me."

Chloe woke up and the first thought she had was that Rachel was in her bed. It didn't take long for something to feel off about that. It didn't seem like Rachel, it didn't smell like her either. But if it wasn't Rachel...

She turned over and her heart caught in her chest as she saw Max, seated in the bed beside her and staring at her closet. For a moment she felt like crying. How many times over the years did she beg for this? How many times did she go sleep hoping to wake up to find Max right beside her again. It seemed as unlikely as walking downstairs and finding Dad.

But here she was. Yesterday hadn't been a dream. Her best friend was back.

"Whatcha thinking about?" Chloe said as she leaped across the bed and landed beside Max. Max didn't even bat an eye, which really wasn't fair.

"Was just wondering when the sleepyhead was going to wake up," Max said calmly, if a bit distracted.

"Seriously, being a friend with a time traveler sucks sometimes," Chloe muttered.

"Nah, I just know you too well," Max said as she stood up and walked over to Chloe's closet. She reached out and opened the door and started to glance around inside.

"Uh, Max, what are you doing?"

"Just checking on something. Mind your own business."

"That's my closet, so I think that makes it my business."

"True," Max said with a little laugh. Chloe frowned, that wasn't her normal laugh. It sounded strained. Max pulled the closet shut and then grabbed her other arm. She walked towards Chloe's old blue desk, avoiding Chloe as she moved.

"Max, what's up, you're like a ball of nerves right now."

"No I'm not," Max said stubbornly. Chloe slid off her bed and walked over to Max. Max glanced behind her and her eyes went wide as she saw Chloe coming.

"What are you doing?!" Max asked, recoiling from her.

"Dude, what the fuck is wrong with you?"

"Nothing." Chloe took a step forward and Max jumped to the side, clearing the blue desk so she couldn't be cornered.

"Okay, what the fuck? Wait…is this some future thing? Do you know something?" Chloe demanded. Max quickly glanced down and that's all Chloe needed.

"What could possibly happen in my bedroom?" Chloe demanded.

"I don't want to hurt you…" Max whispered.

"How could you hurt me?" Max looked up at Chloe, and her face was a mess. Tears streamed from her eyes and she wouldn't meet Chloe's gaze. Chloe halted, completely confused.

"Max? What the fuck is going on? Just tell me." Max finally locked eyes with Chloe. She was debating something Chloe could tell, agonizing over something. Finally she swallowed and seemed to make up her mind.

"Chloe, I-I want you to understand something. I wasn't going to tell you, it's a horrible idea. I spent all morning coming to that conclusion, decided I shouldn't do this. But now that it's here…" Max took a step forward and suddenly it was Chloe who felt like taking a step back. Max's eyes were still puffy, tears still sat on her checks, but she looked determined now. "This is so stupid. The timing is terrible…but it's the only time I have."

"Max?" Chloe asked, but then Max was right next to her. She leaned forward and Chloe realized what was happening a moment before it actually did. Her mind asked a million questions, got zero answers, then Max's lips were on hers.

It was barely a kiss, it didn't last hardly a second. Compared to the stuff she'd done with Rachel, it shouldn't have even registered.

And yet…

It was Max's lips. She'd felt them, soft and gentle against hers. She'd felt Max's hand brush against her face, tentative but loving.

Chloe stared at Max as she pulled back. Their eyes met. Chloe saw something in that moment, a love she hadn't seen since her dad died. But she also saw sadness, deep and profound. It shook her. How could Max be sad about a kiss? Chloe was feeling a lot of things, but sadness wasn't one of them.

"Ma…" Chloe started.

"Chloe?" It wasn't Max who said her name. It was a voice she knew all too well. She turned to see Rachel standing by the now open door. She looked absolutely terrified, which made Chloe's heart sink. Chloe had wanted to try to explain things, get Rachel to understand, but this was not how she wanted that conversation to start. She could only imagine what she looked like right now.

"Rachel, just try to…" Chloe died off as Rachel walked into her room, moving not towards her, but towards Max. She was looking right at her. "Wait, can you…"

"Max?" Rachel asked. Max didn't look surprised, nothing surprised Max it seemed. She did look exceedingly embarrassed and guilty though.

"Hey Rachel," she said with a nervous smile. "N-nice to finally meet you."

A/N:

Hey friends, I hope the New Year finds you all well! As always, I'm amazingly grateful for all the feedback! Till next time friends!