Disclaimer: Still don't own.

This story takes place after the episode "And the No New Friends" (season 5, episode 10).

And the Jealousy in Heels

Max knew Caroline was jealous of her and Becky hanging out again. The fact that she joined a cult unknowingly proved it.

"You should be thanking me. If I hadn't texted Sophie we would have died in those woods, Caroline."

"I'm not mad about that. I just wanted to prove I could make friends too," Caroline sighs as they enter their apartment.

"As much as I would love to stay up and talk about this, I am exhausted. Can we go into this in the morning?"

"Max, I'm really upset."

Max shrugs her jacket off and lays it beside her as she sits on the couch. She pats the spot next to her. "Fine. Sit," she takes her hand and squeezes it. "Yes, Becky and I were friends before, but we've grown apart. I've gotten to know you for six years and sure you maybe a crazy person, but we'll always have a closer relationship."

"I know. I guess when I seen you getting along with Becky, I got a little jealous. I'll admit that I don't really like you hanging out with other girls."

"What? I don't have a lot of girlfriends except for Keefer. Sometimes it's nice to chill with them."

"You're right, Max. I guess I got a little crazy. I totally trust you."

"What, did you think Becky and I were going to hookup?"

"Have you never looked in a mirror, Max? You're hot. Oleg says it to you face every day. Each time in a new, clever way."

"I am with you. You are the only one I want to be with. Not Becky, not Oleg, ew…"

Caroline lets out a chuckle as she squeezes her hand back. "Aw, Max. I'm tearing up."

"Now stop moping around and let me go to sleep."

Max stands up and begins to walk to her room.

"You know, Max," Caroline says, stopping her. "We could always go in on that Boober idea."

"If you magically grow some Boober of your own in the middle of the night then we'll talk."

Caroline came into the apartment to find Max and Becky talking as Max mixed cupcake batter. She sighed, closed the door and discarded her coat that she carried on her forearm. "Hey, babe. I'm back." Caroline put the bags down on the couch and walked over to where they were chatting.

"Hey, Caroline. Becky was just talking about going to get some drinks. You want to come?"

Becky motioned to the watch on her arm. "I'd hate to bale, but I have to get to extras casting. How about tomorrow?"

"That sounds like fun," Caroline smiles. "Is it like a casual bar or fancier?"

Max goes to reply when Becky touches her arm. Max loos over at her and Caroline suddenly gets a pang of jealousy again. It was clear Becky didn't want her there and with the way Max totally casted her aside when Becky magically appeared again made Caroline even more furious. She had to make it clear Max was hers.

"If Becky can't make it, how about me and you go on a date?" Caroline suggests.

"Don't worry. I'll be free tomorrow."

"Oh, how about we all meet up at Oslo?"

"I don't really think"

"Great idea," Becky cuts in. She pulls her jacket on a playfully hits Max on the shoulder. "Text me later."

"Will do."

Max waves Becky out. She goes back to mixing as Caroline stands there with her arms crossed.

"Uh, what the hell was that?"

"What?"

"All the touching," Caroline says obviously. Max rolls her eyes as Caroline starts stroking her arm. "Text me later. Hehehe."

"My god, Caroline. She's just a friend."

"Have you told her that?"

"Becky has a boyfriend. Relax."

This time Caroline rolls her eyes. She goes to grab the bags resting on the couch then stops short when she hears the door close in the hall. She looks up at Max busy digging in the fridge. She slowly sets the bags back down and slips out the door.

Caroline walks outside and catches Becky.

"Um, hey, Becky," she waves.

"Hey Caroline."

"Are we okay?"

"Are we okay?" she repeats. "Why wouldn't we be?"

"Oh, it's just – I kind of got the feeling that you really didn't want to hang out with me."

"Not at all. All of us can chill."

"Okay, great."

"See you around."

Becky walks away.

Max and Caroline sit opposite of each other taking turns sipping drinks. The atmosphere around them was very Williamsburg, but it screamed of hipster pretension. It seemed like Harlow and Daughters screwed an Urban Bistro and made this place. Still, Caroline decided to pick it because Becky wanted to go somewhere else. She had no idea it even existed, but it made it worth it.

"This cranberry juice is pretty amazing."

"Not as amazing as these nachos. You think I can get a second tray for free by showing that cute server my boobs?"

Caroline kicks her leg.

"I'm only joking," Max laughs. She stops when she notices Caroline not amused. "Look, I'm sorry. I shouldn't have joked about that."

Caroline shits her glance away.

"Are you seriously going to give me the silent treatment?"

Caroline doesn't respond.

"Come on." Max sighs. "is this about Becky?"

Speaking of Becky, Caroline had been wondering when she would show up. She secretly hoped she wouldn't. "I told her not come," Max says like she could read her mind.

Caroline smiles.

"You did?"

Max nods.

She continues to smile as they clink their drinks together.

"I'll go get you more nachos."

Max smiles at Caroline until she walks away. Just when she's out of sight, Max looks around the restaurant frantically before laying eyes on Becky about to walk in. She jumps out of her chair and runs to meet her at the entrance.

"Hey, Max. Sorry I'm late. We didn't end up wrapping on time. There was a technology fuse."

"Don't you just hate when that happens?" Max chuckles nervously. "Um, Becky? Can you do me a favor and leave?"

"Leave? But I just got here."

"Yeah, I know. The thing is, Becky, Caroline doesn't like you."

"Why not?"

"Uh, I'm not sure," Max exhales.

"You know what? No problem. We can do something tomorrow," Becky replies. "That's when I get paid."

"Sounds awesome."

Max walks back to the table just in time as Caroline is walking back with the nachos balanced on her left hand. Max adjust her top and tries to make it seem like she never left.

"One large tray of nachos for my lovely," Caroline grins. She sets the tray down. "Anything else I can for you?"

"Nope."

Caroline sits, and Max pushes the tray in the middle, so they can share. She loved Caroline and she knew how lucky she was to have her. Max just wished she didn't have to sneak around with Becky. Even though nothing was going on between them, she still felt terrible.

Max got home late. Caroline was still up and asked her how the game went with Earl.

"We lost. Big time."

Max took her purse off as she entered. Caroline walked over to plant a kiss on her cheek. The swift motion carried a breeze that sent and unfamiliar scent up Caroline's nose.

"Max?"

"Hm?"

"Why do you smell like perfume? You never wear perfume."

Max tried to think of another life, but all she ended up stuttering over her own words.

"Were you with Becky?"

"Okay, yes, I was with Becky."

Caroline's face just about turned red. She stormed away from Max. "Oh my god. You weren't with Earl! I can't believe you!"

"Caroline"

"What else have you been lying about?"

Max exhales. She knew she was about to blow up. "The day we were at that restaurant and I said I told Becky not to come, I lied. She did come, and I caught her and told her to leave."

"What else?"

"She doesn't have a boyfriend."

"I can't fucking believe you. I knew I couldn't trust you."

"Don't act like I'm the bad guy here, Caroline. You're the one who has a grudge against Becky."

"Yes, I do because I'm not blind. She wants you and apparently you want her too."

"I told you I don't feel that way about her."

"Oh please. You two have been sneaking around behind my back for weeks."

"If I would have told you, you would've gotten pissed. Like you are right now. I'm allowed to have friends, Caroline. You can't control everything I do."

"I never said that."

"God, you are so predictable."

"Oh yeah?" Caroline screams. "We are done. Did you predict that?"

Caroline stalks out of the apartment and slams the door. Max looks after her, shaking her head.

"Then she told me we were done and stormed out," Max explains from the couch in between shoveling spoonfuls of ice cream into her mouth. Becky comes out of her kitchen with another tub and hands it to Max. She knew Max wasn't going to pay her back for all the ice cream she's eaten. Becky even had to run to the store just to buy more, but she didn't care. The only thing she cared about right now was making sure Max was okay.

"Maybe she wasn't right for you."

"I shouldn't have lied. This is all my fault."

Becky sighs. She pushes all twenty tubs on the floor, so she can sit next to Max. "What can I do to make you feel better?"

Max shrugs. Becky sighs once more before going in to kiss her. They lock lips for a moment until Max pulls away.

"This doesn't feel right."

"Max, you're too good for her," Becky reasons. She fought the urge to shake her head.

Max clears the tubs off her lap as she sits up. "So, all this time you wanted us to breakup?"

"I didn't want you guys to breakup, but now that you have, we can be together." Becky sits up and positions herself in front of Max. She rests her arms around her neck. "Want to give this a try?"

"Becky, I thought we were just friends."

"We can be friends…with benefits."

Becky goes in for another kiss. Max pulls away.

"I just can't do this. I still love Caroline."

"Max, she broke up with you."

"I'm sorry Becky."

Max steps into the apartment. When she doesn't she Caroline, she trudges to her room to see the blonde cuddled up in her bed. Max sighs. She looked so peaceful; she didn't want to disturb her. She was just about to walk out when Caroline flips around to face her.

"Max?"

"Caroline, you have every right to be mad."

"I shouldn't have overreacted," Caroline admits, standing up. "I was acting lie a crazy bitch trying to control you. You can be friends with Becky."

"You were right about her. She wanted to be more than friends."

"What happened?"

"She kissed me."

"What did you do?"

"Well," Max starts. "At first I was shocked but then I told her I still loved you and"

Max gets cut off by Caroline attacking her lips. She tangles her hands into her hair as she smashes sloppy kisses all over her face. Caroline then grabs her hand to lead her onto the bed and pushes her down. She lowers her body and begins to rip open Max's shirt getting a glance at her black, lacy bra. Max chuckles as she looks up at Caroline struggling to yank her pants down.

"Caroline, I love you."

"Yeah, that's great. Fuck me."