Summary: Short and sweet. A certain change in character adds some color to friendship. MAJOR FAX.

A/N: hey there! It's me again, with another one-shot. Sorry…I was just so tempted!! It's just a little fic focusing on how Max hardly ever wears dresses…Please R&R to tell me what you think!

"Quit staring, Fang."

Fang stifled a laugh, his eyes crinkling and lips bending upward in amusement. "So sorry, Max. But you look—"

"Shut it right now, mister. I know. I'm in a stupid dress. You don't need to state the obvious."

Face red, Max hastily turned away, tugging at the hem of her dress and planning to kill whoever had invented pantyhose. Or maybe she should just take out Fang. He seemed like a much more reasonable focus of her anger. Max gave her head a shake, irritably scratching at the hairline of her forehead. It had rapidly grown itchy since the hair dresser had arranged her hair in such a way that it fell into her eyes. She felt like she was wearing a bird's nest.

"I like what they did with your eyes," Fang complemented. "Mascara?"

"Shut up."

"No, Max, I'm serious. It's…it's becoming."

"It's becoming ridiculous," snapped the irritated tom boy as she caught another look at herself in the mirror. Good God. The makeup artist had doused her whole face in effervescent shades. Dark, navy blue eyeliner; tin-copper blush…it was too much in Max's opinion. Humiliated, she figured he looked like a clown.

"But you forgot something."

"Fang." Max turned on her heels and inflicted a soul-grinding stare. "Not another word. I'm a freaking bird-kid mutant for God's sake! This to me this is the most repulsing thing I've ever been asked to do, and if you make one more comment—"

"God," breathed Fang.

"What?"

"You're--"Fang shrugged helplessly, for his own sake not quite knowing if he should say the rest of the sentence.

"I'm what?"

"You're beautiful."

Max threw up her hands. Fang had the most ridiculous expression she'd ever seen on his face. It was bad enough he had to mock her; he most certainly did not need to flirt with her. How demeaning did this want to get, anyway?

Trying to stalk off didn't exactly work well in heels, though. The stiletto snapped, caving, by her second furious footstep, sending Max toppling to the ground, arms flailing for a desk or wall that conveniently just wasn't there. She met the ground with a thud, her legs coltishly sprawling out from beneath the pooling flow of her black sequin dress.

Eyes glazed, Fang couldn't stop laughing.

"Such finesse," he managed to say inhis rarely heard voice. "You float like a cloud, Max."

The head of the Flock was about to make a smark comment, but something caught in her throat. She thought for a panicking second that the necklace was choking her. Then she realized it was a laugh.

A laugh.

"This—is so stupid." She squeezed words between her quick breaths, her face flushing a brilliant shade, blending into the rouge already powdered on her cheeks. She crossed one ankle over the other, quirking an eyebrow for Fang. "I guess Nudge will have to teach me how you do this."

"I bet all you need is practice," Fang replied, grinning softly, after a pause as his laughter evened out. Max thought just how lucky Fang was to be wearing his baggy pants and wrinkled t-shirt.

Chuckling briefly again, he nodded to his friend. "But you are missing something."

"Balance? Coordination?"

"No. You have those, Max."

"Okay…so now what?"

"I told you. You're beautiful. That's halfway there already."

Max suppressed a deeper, torrent of red from deluging his face. What was wrong with her? Beautiful isn't a word that's supposed to sound that amazing, that favored, from a friend's mouth. Distantly, her mind told her that she should try to stumble to herfeet, but her limbs didn't quite feel ready to move. There was something about being sprawled out on the cool, wooden floor that was reassuring, natural. She could lean back on the heels of her palms and tilt her head sidewise, observing Fang above her, watching as he moved smoothly along the couch, one lanky leg crossed over the other. Fang ignored the feeling that crept up his arms.

"So…" Max tried tentatively, "what am I missing?"

"Confidence. A… A sway of the hips, like the world spins on your own personal axis." Fang smiled bashfully, a corner of his mouth twitching up slightly higher than the other. "A kind of self-important knowledge, like 'I-don't-need-anyone-to-take-care-of-me.'"

"You've dated too many egotistic girls, Fang."

"You say that like it's a bad thing," Adam replied wryly. "I like a woman to be able to handle herself."

"I'm sure that's appealing, given that you have trouble handling yourself."

Something strange flickered across Fang's face. He paused, expression frozen, slowly melting into quiet contemplation.. Regret crept into Max's mind. Maybe that was a bit too harsh, at least in this current situation.

But Fang let it slide, as he let so many other concerns blithely take their course without giving much consideration to what route in which they were headed. "Well, Max, confidence takes some time. I think we can fix you up with a little bit of something else."

"Which is…?"

"Some lipstick."

Max baulked. "I already told them that was one thing I was not putting on. No way in hell—"

"I heard you. You were quite adamant about it, actually."

"So—so that's it. I'm not wearing it."

"Yes, you are, max," Fang answered matter-of-factly, as if speaking to a toddler who was griping about an 8 o'clock bedtime. He reached into the bag that the makeup artist had been using earlier that day, retrieving a glossy, burgundy tube. With a dexterous flip of his fingers, he revealed the scarlet makeup concealed inside.

"You've got to be kidding, Fang," Max scoffed self-righteously. "No way. I draw the line at lipstick."

"Why not? You already look like Marilyn Monroe. A little red would improve your features that much more." Fang looked him over critically, and then a coy smile slowly spread across his face. He deliberately turned the base of the tube, letting the lipstick spin up and down, up and down. "Ah, I know. You're afraid of taking that final step, aren't you? You're clinging to that last bit of familiarity."

"Yes, excuse me for wanting to look at least a bit like my normal self."

Fang laughed. "Come here, Max."

"Fang…"

"Trust me."

Max sighed, trying to look more frustrated than what she felt. Kicking off her horrendously painful shoes—she'd have blisters for days—she waddled over to Fang, who laughed at her awkward steps.

"You know that's a dress, not a straightjacket, don't you?"

"Shut up."

Fang gestured for Max to kneel in front of him. He scooted to the edge of the sofa, smiling slightly as he pulled out the lipstick and perched it right above Max's lips.

"I can do it," Max protested, shrinking back slightly. She glanced up, hiding a smirk. "I can take care of myself."

"Well, can't a man give his lady some special treatment now and then?" Fang murmured, a fresh toothpick dangling from his lips blurring a bit of the words. Unexpected warmth surged across Max's collarbone, and she smiled lightly, leaning in close beside Fang's knees.

Fang cupped the bottom of her jaw tentatively. "Hold still. And purse your lips." He made a popping sound with his own mouth. "Like this."

Max imitated the noise. "How's that?"

"Perfect. Now, put your lips out like you're going to kiss me."

"You'd like that, too, wouldn't you, Fang?"

Fang rolled his eyes good-naturedly. "Not like that. Don't pout. You look like you've gotten your lips stuck fast to a frozen lamppost."

Laughing, Max pressed, "Then how do you want me to do it?"

"Open your mouth. Slightly. Like you're sighing. Relax your lower lip. There."

"Should I be worried how you know all this?"

"Relax, Max."

Fang gently traced her lip's with the makeup, the redness moist and glossy, bringing to light just how delicately shaped Max's mouth was. Exhaling deeply through his nose, Fang applied another layer, lighter, just as a touchup. Then she went around again, adding hardly a wisp. And again.

"Fa-ng?" Max tried to ask without moving her mouth. "Whah ah you—"

"Shh. Don't disturb the artist while he's working." He drew back for an instant, squinting, then carefully flicked a thumb along the outline of Max's lips, smudging off excess makeup. "There."

Max bit her lips against each other, rubbing in the color, almost enjoying the strange sensation of the smooth wetness. It felt like her lips were wearing raincoats. She offered a sweet smile to Fang. "How's it look?"

Fang gazed back. In a slow, uncalculated movement, he leaned in close and just barely brushed his mouth against Max's. Her eyes fluttered closed in bliss.

"Beautiful."