The night passed with Max and Caroline having moved to Max's bed, now entangled in one another; Max holding caroline protectively with her face buried up against her neck, nuzzling in further as the night passed on.

Max felt Caroline's body start twitching, which at first she thought was cute until it became more aggressive.

She reached around Caroline's shoulders to softly stroke her back, pressing gently so as to wake her.

"Caroline?" she whispered in her ear, urging her awake. "Caroline? Wake up, you're just having a bad dream… come on C-line, you're kicking me…"

Caroline murmured something until her eyes snapped open, locking on to Max's and pulling her in closer so her head was even further nuzzled against her neck, eyes closed now and breathing deeply.

Max smirked to herself, yet was still a bit worried about whatever it was that Caroline had dreamt of, so she held her close, whispering sweet things into her ear.

"Shh, Caroline... it's okay, it was just a bad dream. I'm here, I'm here…" Caroline's breathing slowed down as she pulled away, looking back up into Max's eyes.

"Sorry… y-yeah, bad dream... I'm okay, Max." Max looked down at Caroline, noticing her eyes beginning to glisten over. "What's wrong? What was it about?"

Her sincere concern must have seeped through into her words because Caroline then chuckled, shaking her head at Max.

"Honestly I…I can't even remember. I think I just felt scared. It was just some nightmare I guess..." Max would've pressed further, but heard the truthfulness to Caroline's voice and all she felt was the need to now calm her down, and to protect her even from her bad dreams.

Max wrapped her arms tighter around Caroline and pulled her closer, hoping just her presence was enough.

"Well" she began, whispering again into Caroline's ear, "Lucky I'm here, hey? Saving you from all the bad dreams…"

Max felt Caroline smile into her neck at this, which slowly formed into her lips kissing along the skin.

Max gasped, not expecting that at all until she felt Caroline's teeth softly scrape along her jaw, causing her gasp to form into a low hum.

"Caroline…" Her hands grasped at Caroline's back, nails digging in to pull her all the more closer. "Mmm" Caroline now hummed against Max's neck, causing goosebumps to immediately erupt on her skin.

Caroline's kisses against Max's neck became more rushed, more urgent – teeth scraping, tongue licking along.

Max, unable to control herself now, felt her hips arch into Caroline with the need of being as close as possible to her body.

Caroline suddenly pulled away, looking into Max's eyes with their noses brushing against one another. Their gaze lingered only a few moments before Max couldn't handle it anymore, reaching her hand up to the back of Caroline's head and pulling her in for a deep kiss.

Their lips touched and Max's tongue immediately parted Caroline's lips, delving further and further into her mouth with the taste of strawberries that she was now so addicted to overwhelming her senses.

Their kiss grew more and more urgent as Max's hand slipped away from Caroline's head and scraped down up and under shirt. The contact of her hand roaming Caroline's stomach brought about new shivers as her hand grazed upwards, cupping Caroline's breast over her bra and squeezing just enough to elicit a soft moan from Caroline.

Max reached around to undo Caroline's bra, needing now to feel more of her, to feel her tongue over her skin, everywhere – until Caroline pulled apart from the kiss and grabbed Max's wrist.

Max was taken aback, "Why not?" she pouted, and Caroline grinned before kissing her lightly. "Not tonight Max. This is all about you…"

Before Max could respond, Caroline's lips were on hers again, parting them to dip her tongue inside as her hands expertly reached under Max's shirt, swiftly unclasping her bra.

Max pulled back from the kiss, allowing Caroline to pull up Max's shirt and throw it to the floor, quickly removing her bra as well as she threw it to join the other discarded clothing.

Max's heart was racing, pounding inside her chest yelling things at her that she could only make out to be the need for Caroline; the need for more and more of her.

She wanted so badly to touch Caroline, she craved the feel of her skin almost as much as she was craving more of Caroline's lips on her.

Ultimately, that passion won out and Max gave in completely, letting her body be practically devoured by Caroline.

Her soft lips made their way slowly down Max's neck, as her own hand was scrunched up in Caroline's hair now, not quite guiding her but feeling the need to hold her.

Caroline kissed slowly but surely, nibbling here and there at all the right parts that Max didn't even know she wanted bitten.

Max finally opened her eyes, glancing down as Caroline now nipped against the skin just above her hip bones.

Against Max's own free will, her hips began to buck up as she stifled a moan from the back of her throat.

She saw Caroline smirk against her skin as her nails quickly dragged up, scraping along Max's leg until her fingers hooked into her underwear.

Max licked her lips, whether it was in anticipation or because she craved Caroline's taste, she wasn't sure but didn't have time to ponder for too long.

Just as their eyes met, Caroline grabbed her underwear and pulled down in one swift motion, all the way down her legs roughly pulling them off and throwing them to the floor.

Her lips immediately attached to Max's ankle, kissing quickly up her legs as her left hand roamed Max's other leg. She kissed upwards, stopping only slightly to nip softly at Max's inner thighs, before bringing her body up quickly so their faces were merely centimetres apart.

Max held Caroline's gaze, savouring the feeling of their breath mingling together, Caroline's body hovering over Max's naked self.

Only then was Max shaken out of her reverie, realising Caroline had far too many clothes on, and that just wouldn't do.

As if reading her mind, Caroline sat up, straddled Max's legs and ripped her own shirt and bra off, leaving her softly grinding on top of Max only in her underwear.

Max stared. It was all she could do. She was frozen in a trance, her body still in awe as her eyes lingered on Caroline's breasts.

She didn't even bother trying to stop her hands from reaching up, rubbing over Caroline and squeezing gently, feeling her nipples harden at the touch.

At Caroline's deep moan, Max brought her own body up to meet her, capturing Caroline's lips in a heated kiss.

She brought her other hand around to rest on Caroline's hips, splaying her fingers out back and forth with each stroke getting rougher and rougher.

Their kiss again became more urgent with their bodies as close together as they possibly could be.

Caroline took Max's bottom lip between her teeth and tugged roughly before breaking apart. She had a gleam in her eyes that made Max grin, right before Caroline pushed her gently down back on the bed as her lips hungrily kissed back down Max's stomach.

Nibbling at Max's hipbone, Max glanced downwards as Caroline's eyes met hers. Her eyebrows were raised questioningly, with a smirk that made Max only able to moan deeply as her head fell back against the pillow, unable to form words but eager for Caroline to continue.

She certainly got the message.

Max's eyes shut tightly as she suddenly felt Caroline's tongue against where she needed her most, licking upwards hungrily and flicking out a few times at her clit before licking long strokes back down again.

The warmth of her tongue was everywhere - on her, in her. Max couldn't stop her body from bucking up towards Caroline's mouth, needing to feel more of her; needing to be completely devoured by her.

"More..." she somehow managed to force out, a second before she felt Caroline's fingers thrust inside her. Max gasped, hips bucking wildly now with Caroline latching onto her.

Nails scraping against her thighs, Max reached down to Caroline's hair, holding on tightly as she felt the warmth in her core begin to spread through her whole body, tensing her body into a frozen state as she gasped for air.

The pit of her stomach dropped just as Caroline's tongue began to lap quickly against her clit again, sucking in gently as her fingers continued to pump in and out of her.

Max felt her release surge through her entire body, hips bucking wildly as her fingers rummaged through Caroline's hair, gasping for breath and spilling out a mixture of curse words and Caroline's name.

She rode out her orgasm wave after wave, the intensity of it causing her to see stars. Opening her eyes at the feeling of the loss of Caroline's mouth against her core, she looked down to see Caroline kiss and lick at her inner thighs, planting her lips at every inch of her until she reached her neck.

Max tried to breathe normally but found she couldn't. Caroline's nails scraped against her sides, up and into her hair as her lips brushed against her ears.

"You taste so damn good Max…" Max bit her lip to stifle a moan, just before Caroline was pressing her lips to her own once more.

She tasted herself on Caroline's tongue and lips, and heard herself moaning into Caroline's mouth before pulling away.

"Need... to breathe properly... fuck..." Caroline giggled, moving her body next to Max now instead of on top of her and reached down for the blankets, covering them both.

Max turned to Caroline and kissed her jaw lazily, humming against her skin as she brought her arm to drape over her and hold her close. "Hmmm... that must've been some bad dream..."

Caroline giggled, "Sorry for waking you with my kicking..." Max smiled, "You should have bad dreams more often if that's your way of apologising..."

Caroline rolled her eyes lovingly at this, "Shh Max, come on, you sleep now." Max was already nearing sleep, feeling her eyes grow heavier just before she was able to whisper, "Mmm… I'll do you good when… when I wake up… no bad dreams needed..."

Caroline giggled again before pressing her lips to Max's forehead as she too drifted off to sleep, with a well spent and exhausted Max in her arms.

Caroline let out a moan as Max kissed her way back up over her stomach, letting her tongue lick around Caroline's nipple just before biting roughly and quickly licking over to soothe the pleasurable pain, eliciting yet another deep moan from Caroline.

"God, Max…" Caroline managed to pant out, as Max smirked into Caroline's neck. "Mmm… told you I'd do you good when you woke up."

Giggling, Caroline looked down to Max. "Yeah, you sure did. But now I'm pretty sure we're going to be late for work…"

An hour or so later, the girls had gotten ready and made their way to the diner just in time for the lunch rush.

"Max! Caroline!" Han's voice called out, making Max instantly roll her eyes. "You girls are nearly an hour late! Get to work, go go go!"

The next few hours passed at work as it always did - taking orders, making sarcastic comments and avoiding doing any more than the minimal amount of work.

Among the usual diner routine, Max found herself smiling much more so than usual. Damn, being stupidly happy is taking its toll. I can't have people thinking I'm… nice. Or worse. Smiling at them.

Oleg too must have noticed this. As Max was walking into the freezer for merely something to do to avoid working, she turned around to Oleg leaning against the wall, staring at her with quite a repulsive grin on his face.

"What is it Oleg? No time for a quickie, I got some uh, pie to get." Oleg only chuckled, still gazing at Max.

"You think I haven't noticed?" He quipped. "You smiling. All day! It's weird, Max. Caroline has been too. I know what's going on…"

Max felt her heart sink slightly, before questioning herself as to whether or not he really knew. And if he did? He'd get a disgusting kick out of it that's for sure, but other than that, well... big deal.

"Oh yeah? Know what exactly?" Max's voice must've sounded slightly more surprised than she intended, because Oleg's smirk only grew bigger as he winked at her.

He turned and walked out of the freezer, as Max trailed behind him wondering what he was up to now.

Oleg simply only went back to cooking, as Max stared at him. "Well? Know what?" She tried to keep her voice even, aware that if Oleg did know the truth it wouldn't matter, but still not sure if it was best for him, or anyone to know yet. She just wished Oleg would tell her already.

"Never mind, cupcake Max. Back to work!" He chuckled, and Max decided to just let it go. Whatever it was he knew, or thought he knew, he wouldn't be able to hold it in much longer. He never did.

Max ventured back out to the counter to where Caroline was making coffee – most likely bad coffee, but coffee nonetheless. "Yo, Blondie" she began, as Caroline turned and smiled to her. "Oleg's acting weird, saying he knows what's up with me and you…"

Caroline's smile didn't falter, she merely rolled her eyes and continued making the coffee. "If he really knew Max, he would've blurted it out to everyone by now and asked us when our sex tape is going to come out."

Max laughed, reaching up and pinching Caroline's arm gently. "Yeah, you're right. Oh well. Only another hour to go then I'm out of here."

Max went back to work, wiping down a few tables before walking over to Earl, quite bored now with even the minimal work she was doing. "Hey, Earl. What's up?"

Earl smiled at Max, a little too big though Max thought. "Hey, my Max. You're awfully happy today. Hmm. What's wrong?" Max laughed at this, rolling her eyes affectionately. Oh God, I love this man.

"Oh Earl, my lovely, lovely Earl. Nothing's wrong. Smiling is weird though. I'm bored."

Earl chuckled at this, before getting back to the money he was counting. "That's why it's always best to have a puff of a special cigarette before getting here!" Max joined his laughter, smiling at him. Well I was kinda too preoccupied this morning to smoke anything...

"Oh too true Earl, too true..." Max replied, beginning to walk away as she called over her shoulder "You're my favourite Earl!" She heard him laugh as she got back to the counter.

The next hour went by fast, albeit very boring as always. Clocking off, Max then looked around for Caroline and saw her over by the door cleaning some tables.

Calling out bye to Oleg, she began to walk over to Caroline. "Yo Blondie, I'm done. When will you be home?" Caroline looked up and thought for a second, "Hmm, not too much later. Han said he has to close earlier tonight, his Pokemon game is getting really uh, intense… anyway, I'll see you later."

Max laughed, Oh Han and his weird Pokemon obsession... "Okay, see you later then." She leaned in to Caroline as Caroline reacted the same, with a small kiss on the lips.

Pulling away, both girls froze, immediately realising what had just happened… and where...and in front of the whole diner.

Time seemed to stand still for who knew how long, before Oleg's loud booming voice rang out through the entire diner, "I KNEW IT! I KNEW IT I KNEW IT I KNEW IT! HAN, EARL, YOU BOTH OWE ME FIFTY BUCKS!"

Max was mortified, but couldn't help but laugh as she caught sight of Caroline already falling into a fit of giggles. "What the hell?" The girls managed to blurt out at the same time.

Earl's laughter was ringing out now too. "Well, ladies in love, we had a… little bet. Today was Oleg's betting day that we'd find out about you two… looks like he won!"

Max opened her mouth in a mock gasp. "WHAT?" she walked over to Earl, standing now with Oleg and Han, all three laughing hysterically. "How dare you make money on my personal life!"

This brought about more laughter from everyone, before Han said "Oh please, personal? The way you two have been looking at each other and acting around each other for God knows how long, I'm surprised you two haven't been going at it in the freezer!"

Max took a moment to ponder this new idea, before winking at him mysteriously as he frowned disapprovingly. She began walking away before Earl called out. "Max!"

"Yes, my unattainable love?" "I'm proud of you, you know. Both of you." He nodded to Caroline, smiling, before his gaze turned hard. "You break her heart though Blondie, and I'll break your damn kneecaps."

Silence, as Caroline looked comically fearful for her life. Max broke the tension with laughter, as she turned back and grabbed Caroline around the waist and planted a big, deep kiss right on her lips in front of everyone.

Han, Oleg and Earl all cheered at this, with a wolf whistle booming out that was obviously Oleg. Finally pulling apart and winking at a smirking Caroline, Max turned and opened the door, looking over her shoulder laughing to herself as she ventured out.

Max had never felt quite like this before, and she assumed it was what being happy must feel like.

It felt weird. She somehow didn't care if people knew anymore that she actually had emotions. Well, emotions for only one person anyway.

She could deal with people knowing that.

She was happy.

It was weird, and she loved it.


Well, only one chapter to go! If you want anything to happen in it before it's over let me know and i'll see what I can do. Keep reviewing please, i love reading all your thoughts on it :) thanks for sticking through it everyone, it's taken a while i know...