Maxwell shot up from his bed. Sitting upright, he tried to regain his sense of where he was. He glanced down at where his penis was standing at full attention and realised that was what had woke him up. In the dream he had been having, it wasn't his own hand, but rather the much slimmer one of Fran Fine, the woman who had appeared in most of his fantasies. They had become much more frequent after the night, over three months ago that they had shared together, watching each other bring themselves to orgasm.

Well, that's it, I'm not going back to sleep now, he thought as he rose from the bed and headed to the shower, hoping that he could regain some control of his body before he faced her at the breakfast table.

"Damn," Fran thought as she rose in the morning. Her dreams throughout the night had been haunted by Maxwell Sheffield, touching her, telling her that he loved her, but she had just woken up frustrated. She was feeling on edge. They hadn't spent any time alone since the night that they had watched each other. And don't you just hate yourself for stopping it there, a voice in Fran's head whispered as she pulled a thick bathrobe over her pyjamas and sat at her makeup table. "Shut up," she told the voice as she began to apply some mascara.

"Fran, tell Dad that he is being totally unreasonable," Maggie said as Fran walked into the dining room.

"Why this time?" Fran asked as she took a plate of food from Niles and smiled at her friend. As she turned, she would have sworn that Mr Sheffield had been watching her rear out of the corner of his eye, subtly so as not to get the attention of his children.

"I want to go to a concert and he is telling me that I can't go," Maggie said.

"It's not the concert that I have a problem with," Mr Sheffield reminded his daughter.

"Oh, so you have a date?" Fran asked Maggie, wondering why she wasn't in on this latest development. "What's he like?"

Maggie blushed. "He's a very nice boy. You'd really like him if you gave him a chance Dad," Maggie said.

"Yeah, right," Brighton piped up, receiving an elbow to the ribs from his sister.

"What if she brings him here and he meets us?" Fran suggested, making Mr Sheffield look at her in the eye for the first time that morning.

"Do these two have to be here?" Maggie asked, nodding at her siblings.

"What did I do?" Grace demanded.

"I suppose dinner would be okay," Mr Sheffield agreed. "But, I reserve my permission until after dinner," he added.

"Fine," Maggie said.

"And we'll be there to judge as well," Brighton added.

"Fran," Maggie started, looking imploringly at her nanny.

"We'll talk about it later," Fran said. "Now it's time for the three of you to get to school," she reminded them.

Brighton was the first to rise from the table. When Maggie left the room, Fran heard the distinctive sound of Brighton trying to bribe his big sister into letting him come to dinner. Fran looked at Grace who was still sitting at her side.

"You heading to school, honey?" Fran asked.

Grace looked up. "Yeah, sure, I just want to hear what Brighton ends up getting before I ask for more," she answered with a smirk of her own as she rose from the table and left the room.

Fran looked at Mr Sheffield. "You look like you had a rough night," she said, pointing to the rings around his eyes.

"Long couple of days at work," Mr Sheffield said.

Fran smiled. "I've noticed that you've been pulling a few all-nighters. I can't wait to see what you and Miss Babcock have been working on," she said.

"Yes, well, speaking of work, I should get back to it," Mr Sheffield said, rising from the table and leaving Fran alone in the dining room.

"I'll be back by curfew," Maggie assured her father as she headed out the door, new boyfriend, Matt holding her hand.

Fran was following the group of three. "Have a good night sweetie," she said. "Don't do anything that I forgot I did," she added.

"It was nice to meet you Fran, Mr Sheffield," Matt said, as Maggie pulled him out the door.

"Alone again," Fran said, smiling at Mr Sheffield. "You know, the other kids are out and Niles is going to be busy cleaning up to spy on us."

"And I have a lot of work to do," Mr Sheffield said, returning her smile with a tight one of his own.

"You know, you could look at me for more than five minutes," Fran said, feeling the tension rising from her own body and knowing from his stance that he was feeling tense as well.

"I don't think that's wise at the moment, Fran," Maxwell said, finally looking at her.

"Look who dropped the formality," Fran said, wondering if she invited him to her room if he would follow her.

"Well, I'm not feeling very formal at the moment," Maxwell said, reaching over and pulling Fran to him, kissing her lightly, but deepening the kiss quickly.

Fran pulled away from him. "I can feel the tension all over you," she said, running her hand over his tight shoulders.

"I can't imagine why," Maxwell said, stepping into her, and starting to run his lips over her neck. "Do you know, I haven't slept right since that night," he added his voice low in her ear. His hand sneaked up from the hip it was resting on to brush against the underside of her breast.

Fran caught his lips in her own and slipped her tongue into his mouth, holding him with both arms at his waist, pulling him closer so that both of their lower bodies were in close proximity to each other.

Maxwell began pressing his erection into her lower body, turning her slightly so that he could push her up against the wall near the stairs.

"This isn't a good idea," Fran said as Maxwell began to pull at the buttons of her shirt.

"We could do upstairs and give in," Maxwell offered to her.

Fran pulled away. "Are you ready to tell me how you feel?" she asked, stepping so that she was one stair height above him.

Maxwell paused.

"Well, that's an answer, I suppose," Fran said. "Just not the one that I wanted."

"Fran, wait," Maxwell began.

Fran turned to him, waiting for him to say something.

Maxwell opened his mouth to speak and then closed it again.

Fran smirked. "That's what I thought. You want me, but you can't say how you feel, do you don't get what you want," she told him, turning to head up the stairs.

She half expected him to follow her. She was disappointed when she looked back and saw that he was gone.

I can't believe she would do that. She knows how I feel, Maxwell thought, pacing the length of his office and back again.

Then there was a knock at the door that interrupted his pacing. He was surprised when he opened it that Fran was standing there, waiting to come in. "Is everything okay, Miss Fine?" Maxwell asked.

Fran nodded as she stepped into the office. She closed and locked the door behind her. "I'm not going to be able to sleep tonight until I get something out in the open."

"Yes," Maxwell said.

"Sit down, please," Fran requested, nodding at his desk chair.

Maxwell studied Fran's expression. "Okay," he said as he did what she asked him to do. He reached over and pulled the cord of the intercom out, knowing that he didn't want Niles listening in on any of this conversation.

Fran nodded and sat on the edge of the desk.

Maxwell had to curb his instinct to glance up the short edge her skirt.

Fran caught his where his eyes were looking. "I haven't been sleeping well since that night either. Up until then, what I did when I was alone, I never did that in front of anyone. I never would have asked anyone to join me, like I did with you," she admitted.

Maxwell studied her. "Well, it wasn't exactly something that I would have thought we'd do in front of each other either," he admitted.

"I'm keeping to my word, that until you tell me how you feel, I'm not going to have sex with you," Fran said.

Maxwell sighed. "I understand that. I wish things could be different," he said.

"You're disappointed," Fran said.

"More frustrated than disappointed," Maxwell admitted. "What happened out there, well, let's say that I am not feeling much like sleeping right now," he added.

Fran rose from his desk and turned away. She reached down to the belt of the wrap dress that she had worn specifically for this moment. Well, not this exact moment, but pretty close, she thought as she undid the knot and turned back to him and let the sides of the dress fall apart and exposing her bra and underwear clad body. "Well, maybe there's something that I can do to help you with your frustration," she offered.

Maxwell studied her body. "Exactly what did you have in mind?" he asked her as she stepped over to him and stopped him from rising from his seat.

"Last time, we watched each other," Fran said as she moved to straddle his lap.

"I do recall that," Maxwell said, feeling his erection once again strain against his pants. He reached up and pulled her towards his lap so that they were pressed close together. "It's what's made me so frustrated," he added.

"You know, if you keep talking, I'm going to forget what I had planned," Fran chided him.

"Not that I mind having you here like this," Maxwell said. "But I do have to know what you had planned when you came here."

"Well, this time, instead of watching, you get to be the one to touch me and I'll do the same to you," Fran offered, her heart pausing a little as she spoke the words. The next thing she knew Maxwell had caught her lips with his own and was pulling her into his lap, grinding her against his erection.

"I think we're both wearing too many clothes to do what you've got planned," Maxwell told her.

Fran rose from his lap and pulled him to his feet. "I'm surprised that you aren't trying to convince me that this isn't the place for this," she told him as she reached over and pulled his belt from his pants and started working on the button and fly of his pants.

Maxwell reached over and kissed Fran's cheek as he let his hands drift to her hips, where he pushed down her underwear. "And miss out on an opportunity to fulfil a fantasy of mine Fran?" he asked as she pushed his pants and boxer shorts down. "Of course, in my fantasies, you're either straddling me in my chair, riding me, or, you're flat on your back on my cleared desk and I'm thrusting into you," he added as he pulled her bra away from her chest and bent down to press his lips against one, just above the perked nipple.

Fran pulled away from him. "Well, maybe that will happen in the future," she said as she pushed him softly so that he was sitting in his chair. She straddled the top of his knees so that she was just in reach of his hands, but not so that his legs were completely closed. She leant in and kissed him deeply, connecting her lips with his.

Maxwell captured one of her breasts in his hand while the other one slid up her now naked thigh, coming within reach of her open lower lips. He smiled, slipping a finger into her, feeling how warm and slippery wet she was already.

Fran had drifted her hands down so that she was stroking his erect penis lightly, occasionally stroking his testicles as well, making him groan. She felt his finger brush against her clitoris and writhed slightly. "Wow," she whispered, smiling at him as she looked at his face, and seeing desire there.

"Fran, please," Maxwell began as she tightened her grip on his penis, and moving her hands up and down, in the same rhythm that he was stroking her clitoris. "You have no idea how good that feels," he added as he leant in and kissed her again, his tongue slipping into her mouth.

"Don't stop," Fran begged him as she felt Maxwell slipping two fingers into her vagina and began to pump them inside, making her writhe more on his lap.

He could feel the wetness seeping from her onto his bared legs. He considered how easy it would be to pull her closer and bring them together as he had wanted to from the moment she had walked in his front door. "Fran," Maxwell said, putting one hand to her hips and pulled her closer to him.

"Maxwell, don't make me get rough with you," Fran teased him, her hand moving a little faster now, copying the movements she had seen him making. With the hand that wasn't wrapped around his penis, she began to run her fingers around his testicles.

"Fran, I'm not going to last much longer," Maxwell whispered as he increased his own pace, grinding the heel of his palm against her clitoris so that he was doubly stimulating her. "And I don't want to get there alone," he added.

Fran smiled. "Believe me, you won't. I'm almost there," she added as she felt the first hum of an orgasm building in her. "Max please, don't stop," she added as she felt him lift up, thrusting into her hands.

A few seconds later, it was all over. Fran barely had time to reach for a tissue from the box on the desk behind her when Maxwell erupted into her hand at the same time Fran's orgasm hit her hard. She melted into his lap as he began to rub the tissue against her inner lips to help soak up some of the moisture. He reached out and took another tissue and cleaned himself up after. Then he looked her in the eye and began to kiss her. "That was amazing," he breathed into her mouth.

"Tell me about it," Fran said. "How's that frustration now?"

"Oh, it's definitely decreasing," Maxwell said.

Fran pulled herself out of his arms. She picked up her dress and began to wrap it round her body. She picked up her discarded bra and underwear and turned to Maxwell, who was redressing himself and disposing of the used tissues. She smiled at him. "You know how you sit there at your desk, resting your fingers on your upper lip, just under your nose?" she said, looking him in the eyes.

"Yes," Maxwell said. He hadn't realised that she had noticed him doing it.

"The next time you do it, think about where those fingers have been," she said as she leant in for a brief kiss and then pulled away. "Until next time, Maxwell," she said as she left, knowing that she was leaving him with a smile as dirty as the one that was her own.