Disclaimer: No copyright infringement intended! All characters and related rights belong to CBS and Highschool Sweethearts Productions. Just a fangirl having fun!

TN Fanfiction

Nights at the Starlight

(c)opyright N.P.

Rated: MA

*As the result of a bad storm, Fran and Max become isolated at a less than fancy motel in the country. As horrible as the place may be, the couple realize they always enjoy each others' company no matter the circumstances.*

Fran Fine sighed and glared out the passenger side car window at the sheets of rain pouring down. There was almost no visibility as thunder and lightning struck around them. Even though it was hard to see anything at this point, Fran knew they were no longer in any rural area. They were in the country. And they were lost.

She glanced over at Maxwell Sheffield who was very carefully driving through the storm with concentration plastered on his face. They were driving to visit Gracie for the weekend at an equestrian summer camp in New Jersey. Fran had been looking forward to this little trip. She not only missed Gracie but she enjoyed that she and Mr. Sheffield were able to spend some time alone together. The start of the road trip had been enjoyable. They had talked, joked, flirted and held hands. It had been going well. She couldn't wait to get to the hotel and have a nice, leisurely dinner with her companion. But right now she just couldn't wait to get to any civilization, period. He hadn't acknowledged it verbally but she knew they had been driving longer than they should be and every couple minutes he picked up the map set on the dash board just adding to her suspicions. Plus, he had been completely silent for the past half hour and she knew that wasn't a good sign.

Another thing annoying the crap out of her was the radio! For the past twenty minutes there was nothing but static on every station except one - a political news station with republicans and democrats arguing over the economy. It didn't faze him. Actually, he seemed to take interest in it when he wasn't paying attention to the map. She, on the other hand, was about to rip the radio out and throw it out the damn window.

"I just cannot stand it anymore."

She reached over and turned the radio off.

Max reached forward and turned it back on replying, "You have to until the other stations come back on."

"It's driving me insane," Fran irritatedly stated turning it off again.

Annoyed, he turned it back on. She looked at him incredulously.

"Miss Fine, I need the background noise. It relaxes me while driving through storms."

Fran reached both her hands towards the radio sarcastically, "Political parties screaming at each other relaxes you?" She continued teasingly, "How about a screaming Jew?"

He raised his eyebrow and glanced at her.

Fran reached for the station knob and went through the static hoping to find at least one musical station. Negative. Landing back on the original one, she grunted in frustration.

"I'm telling you, I cannot stand it."

"Well, darling, you're going to have to stand it."

She did a double take on him as she realized he didn't call her Miss Fine. He hadn't called her Fran. He called her...

"You called me, 'darling'."

He continued looking ahead and replied, "I said it because I'm frustrated."

She smiled, "Then you need to get frustrated all the time."

He smiled back, "I said it in hopes it would make you quiet for a little while."

"Didn't work. Try it again."

Max chuckled and was about to reply with another teasing remark but he saw cop lights ahead and slowed down. Coming to a stop, a few police cars blocked the road. A police man in rain gear walked over their way and Max rolled his window down.

"What's going on, officer?"

"The bridge is closed due to flooding."

Max squinted and tried to spot the bridge.

"Is there any way around? I got off the wrong exit. I'm trying to find interstate 195."

The officer's eyes widened a bit in surprise.

"Oh, you're quite a ways from there. What city are you going to?"

"Princeton."

"You're right outside of Belford about two hours south."

Max looked over at Fran who just sighed leaning her head back against her seat.

"Is there a fastest way?"

The officer pointed towards the bridge and replied, "A few miles east of this bridge takes you to 18, that's what you need to get to 195 but like I said bridge is closed."

"What if I turn around? What other way can I take?"

"Then you'd need to get onto the Vernon Bridge that takes you to 31 which will take you to the interstate."

"How much time will that take us?"

"You'll lose another hour but that bridge is closed, too."

Max sighed impatiently, "So, what are we to do?"

"The best thing I could say is to stay put...especially in this storm. Doesn't do any good to be out on the roads."

Fran leaned towards Max to see the officer and asked, "Are there any hotels around?"

"No, ma'am. The closest hotel is in town about twenty minutes down this bridge."

"Is there anyway you can get us into town?"

"I can't even get into town. There's is a motel and a diner a few minutes down that road there."

Max looked at Fran and back to the officer.

"We'll do that. Thank you for your help."

Max rolled the window up as the officer walked back over to his car. Fran had her elbow up on her door ledge and rest the side of her head in her hand.

"What do you mean, 'help?' He wasn't much help at all."

They drove a few minutes down the road when they came upon a dingy motel with a big flashing motel sign that read "Starlight Motel" and half of the lights were fading in and out with an electrical problem. The parking lot was surprisingly packed.

"This must be where all the other 'drive-by's' are staying," Fran stated sarcastically.

After parking, Max grabbed their bags and they ran into the office door. Hearing the door chime, a middle-aged hillybilly looking man with the name tag of "Herbert" walked to the counter.

"Can I help you?"

Max pulled out his wallet as Fran looked around the office a bit disgustedly at it's non up-keep.

"Yes, we would like a room for the night, please."

"You're in luck. You got the last one."

Max gave him all the information and then Herbert gave him two keys.

"You city folk?"

"Yes."

"Nantucket?"

"Manhattan," Fran replied.

Max turned and gave Fran a key which she put in her purse. When he turned back around he noticed the man eyeing Fran up and down inticingly. Fran looked up and noticed the man staring at Fran and he wasn't staring at her eyes. She looked at Max and tried to motion to him to get out of there.

Max didn't mint at all. He thought it disgusting the way the man looked at her.

"Uh, thank you. Have a good night."

"We have vending machines and there's also a diner across the street. That's pretty much it."

Max politely nodded and ushered Fran out.

When they got to their motel room, Max unlocked the door and opened it. He motioned for her to go in first. Fran switched on the light and froze, her mouth a jar. Maxwell stepped in and, with an appalled expression, he swung the door shut behind them.

The room was small and colored in shades of the ugliest maroon one had ever seen. The wallpaper seemed to be made of silk or something like it with little rose designs shaded in, chipping and peeling off. The carpet was shaggy and looked like something out of 1978. It was a dusty shade of brown, either that or it hadn't been cleaned in 20 years.

There was no couch or coffee table but a small wooden round table with two chairs by the window almost touching the air conditioner. The 1980's television with its long intennas sat in front of the bed on a medal stand.

A little closet with a mirror on the door was on the other size of the bed and accompanied by a few lovely finger marks. Speaking of bed, the queen size was the only thing that looked decent in the entire room. The comforter was maroon as well and the white sheets seemed neatly folded and placed - probably the only thing the maids took an effort in.

Finally Fran dropped her purse ontop of the round table and put her hands on her hips staring at her roommate matter-of-factly.

"I'm not staying here."

Maxwell sighed and set their bags down replying, "We don't have much of a choice, Miss Fine."

She took a few steps and did a spin looking around the room. "What is this - rent by the hour? 2 hour 'nap'? I'm not staying here."

Max walked over to her scrunching his face disgustedly.

"Even though this place is...bloody awful...we have to stay here."

She turned to look at him still determined not to stay there. He narrowed his eyes on hers now looking at her matter-of-factly as she had done to him.

"Unless you would like to sleep in the car, darling."

Fran squinted her eyes at him annoyingly and sighed, "Fine."

Grabbing her purse, she walked into the bathroom slamming the door as hard as she could behind her. Maxwell shut his eyes and tried to stay calm. He then heard her voice echo from the bathroom.

"Ewww."

He gently chuckled and walked over to the phone. No dial tone.

"Blast."

He tried the television but nothing but static. He couldn't help but chuckle just as Fran came out of the bathroom.

"What's so funny?"

"Phone lines are down and the storm must be messing with the antenna's - no tv either."

She sighed and closed her eyes staying calm.

"Great. Hey, can you turn the air on? It's too warm in here."

She placed her suitcase onto the bed and opened it as he went over to the air conditioner. A few moments later, banging got her attention. Max hit his fist on it one last time but nothing.

"Let me guess, no air-conditioning either?"

"You guessed it."

It was Fran's turn to chuckle.

"Unbelievable."

Max then placed his bag on the bed. Finally realizing their situation, he froze and looked up at her almost shy.

"I hope this is ok, sharing the same bed. I would sleep on the floor but...well, quite frankly, I'm not exactly sure what's been on the floor."

She giggled.

"It's ok. It's not like we haven't shared a bed before." She winked playfully at him making him cast his eyes away from her uncomfortable the continued, "Just don't take advantage of me while I'm sleeping."

What she heard next pleasantly surprised her.

"You wish," he replied.

Wow, a playful remark back. He was learning.

In all reality, the thought of sharing the same bed together both scared and excited them both. The last time they shared a bed was when she accidentally stumbled into his room after drinking too much. That was a few years ago. Now their relationship was at another level. Back then it was a mistake, now it was no accident. They both remembered almost sharing a bed in London and for a few moments sharing a hospital bed next to Niles until CC interrupted. What now? Could they control themselves? They were adults. But...they were adults. They could have sex if they wanted to. And there was nothing and no one to interrupt them. There was no Niles, no CC, no parents, no children, no phone, no tv and certainly no bellhop.

As if their thoughts were in unison, they stopped their unpacking and looked up at each other.

A few hours later, Max sat at the round table reading his newspaper as Fran sat in bed reading her latest romantic novel or she was trying to. The muggy summer heat was starting to take its toll on her. This no air-conditioning was driving her more crazy than that damn radio station. She had her hair pinned up in ringlets and only wore her over-sized Queens College t-shirt. She was starting to prespire and she saw he was, too. He kept wiping his forehead and fanning his dress shirt.

Looking back to her book, she read on. A few seconds later, a sound on the wall behind her startled her. Then there was another bang. And another. And another. Fran's eyes widened as she realized what the banging was. Max looked up from his newspaper and they stared at each other with the same expression. Then loud moaning started. Fran rolled her eyes and tossed her book on the bed. No way she was going to be able to concentrate on reading now.

Max held up the newspaper and buried his embarrased face from her.

"Someone is enjoying their room. I guess I wasn't far from the truth with that 'rent by the hour' comment, huh?"

She smiled when he offerned no response visibly or audiably. After a minute, the moaning and banging stopped.

"Good, that was fast."

She picked up her book and continued reading. Finally, Max lowered the newspaper and stared at her. She was engrossed in her novel. That was embarrasing but at the same time he had thoughts of he and Miss Fine doing that. Oh God, there goes his mind again. He looked back at his newspaper but looked back at her. God, she looked sexy.

Her shirt was just covered the top of her thights and her bare legs looked so enticing to him. He then stared at her lips, those addictive lips. They seemed to be moving as she read the words but not quite. He saw her chest glistening and got a sudden image in his head of her chest glistening and her breath panting as they made love. His arousal swelled with his thoughts.

She looked up at him.

It was absentminded at first but when she saw his intense stare, she held his gaze and her eyes clouded over. The last time she saw that look of his was London right before he pushed her against the elevator wall and ravaged her mouth. She wondered if he was thinking about that same moment.

He suddenly became aware that he had to stop this. He couldn't escape her and go into another room or busy himself with work. Hell, they were sleeping in the same bed! Just the thought of that made his arousal stronger.

"Um, this heat is umbearable. I'm going to take a cold shower."

He quickly got up and grabbed his bag and headed into the bathroom softly shutting the door behind him.

When Maxwell emerged from the bathroom a little later, he was relieved when it appeared Miss Fine was asleep. He quietly walked across the room. He grabbed a page from his newspaper and stood at the empty side of the bed looking at her. He was also relieved she was on her side facing away from him. Softly getting into the bed as of not to wake her, he got comfortable and began reading the rest of his paper. The storm seemed to calm down and she wasn't complaining about the room. He was finally able to have some peice and quiet.

All of a sudden he heard loud music from the other end of he wall. He tried to ignore it for about five minutes but then the music became louder. Finally Max yelled out in frustration.

Fran jumped out of her sleep and looked at him startled.

"What?"

He motioned towards the wall.

"Don't you hear that? How did it not wake you?"

She heard the music and then rolled her eyes. She looked at the time on the clock and smacked his paper wondering why he was still up.

"It's late. Stop reading and go to sleep."

He looked at her irritated and replied, "How the hell am I supposed to sleep with that BLOODY RACKET?!"

She sighed rolling her eyes again and layed back down. Then the music stopped. She smiled at him and slightly shook his chin.

"God heard you. Now go to sleep. I'm exhausted."

He breathed in relief and set his paper aside. He turned off the light and layed down. He glanced over at her.

"Good night."

She rolled onto her back and looked at him. Studying him for a second, she leaned over and sweetly kissed him on the cheek and smiled sincerely.

"Good night."

It was only a minute later when Fran felt something touching her leg. Then it started moving upwards. Confused, she opened her eyes to look and there it was, a cockroach!

She screamed in horror and started flailing about in panic. Max fell out of bed startled and alarmed. Before he could ask what was wrong, she flipped the sheet and the cockroach fell onto the floor by Max. Surprised by it, he grabbed his shoe and killed it. Still on the floor he looked up at her as she now stood on the bed close to the headboard with the most digusted look on her face.

"Calm down. I killed it."

She let out a breath and relaxed. Realizing her scream had him fall off the bed, she looked down at him and started laughing. He raised his eye brows and nodded.

"Thanks."

The next morning, Maxwell opened the door to their room and froze when he saw the scene in front of him - Miss Fine in a towel ... a very short towel. She stood with her back to him and as she leaned forward to reach for something out of her suitcase, he couldn't help but lean sideways a tad to catch a glimpse of anything forbidden hidden underneath the white terry cloth. But just before he could see anything, she had stood up straight again. He was a bit disappointed but continued to admire her scantilly-clad form. God, he desired her legs. Here right now without sitting on his desk or wearing high heels, from the back of them they looked sexy as hell. He wanted to touch them. The only time he had touched her legs was when he had casually patted her knee time-to-time or carried her to her room when she had a sprained ankle. But he wanted to really touch them.

Then she lowered her towel. She lowered it just enough to where he caught a glimpse of the side of her breast. Before she dropped the entire thing, he coughed making his presence known. She slightly gasped and quickly secured the towel around her chest before she turned to face him.

"I'm sorry, Mr. Sheffield. I didn't know you were there."

He shut the door and gave her a nod along with a little smile as he cast his eyes down and walked to the round table where his shoulder bag sat and pretending to go through it.

"I saw your note. So, are the bridges clear?"

"No. Still flooded as is the road down the street where we came from. I'm afraid we're stuck here another night."

Fran sighed annoyed, "You've gotta be kidding."

"On the upside, the phone works. I called Niles to let him know and Gracie to let her know what happened so she didn't worry."

She nodded, "Ok, good. Oh, the tv works, too, by the way."

He kept his eyes away from her but quickly glanced at the television.

"Great."

Fran smiled at his embarrasement and decided to play.

"It's ok for you to see me in a towel, Mr. Sheffield. You've seen me in less clothing than this you know, " Fran said casually as she continued through her case.

Yes, I've just seen part of your breast, he thought.

Thinking of this, what happened in the hospital bed flashed through his mind. He had felt that very breast. Granted it was through her bra, a gorgeous push up bra, but he had as they said, "Felt her up." As he did this, his other hand was lost in her hair as they feverishly kissed. One of her hands caressed his hair as the other pressed hard against his back pushing his body closer.

Not responding to her, she took a few steps towards him.

"You don't have to be embarrased. I'm not naked."

He took out a folder and continued to keep his eyes off her.

"You are under that robe, Miss Fine," Max replied sternly, and continued, "I think it would be wise if you get dressed."

She took another step towards him asking, "Right now?"

"Yeeeesss," Max stated matter-of-factly as he tossed the folder back into his case and continued looking for what ever he was pretending to look for.

She lowered her voice seductively and put her hands on the twist of the towel on her chest ready to un-fasten it.

"Right here?"

Hearing her tone, he looked up at her for the first time since he walked in. When he saw her flirty smile, he smiled back, "You're teasing me, right? Torturing me?"

She giggled and slid her finger down the slid of the towel and his eyes followed.

"I'm testing you. There's a difference."

"How so?"

She stated softly, "Torturing means you can't do anything. Testing plays the question, will you do anything?"

His playful expression faded and he looked back down at his papers replying, "It's a little bit of both."

Fran put her finger under his chin gently, "You've already tested the waters, Mr. Sheffield. You just haven't jumped in yet. You're the one torturing yourself."

He watched as she grabbed her clothes off the bed and looked at him one more time as she disappeared into the bathroom. He fiddled his thumbs together thinking of her words.

A little later, Maxwell trailed behind Fran as they walked in the fields behind the motel. It was a gorgeous day. The sun was warm, the sky was blue, the sounds of birds chirping, water in the distance, trees swaying and insects buzzing was very calming. He took a deep breath and smiled contently as he put his hands in his blue jeans and watched her enjoy herself as well.

Fran held the flowly, white skirt of her summer dress as she slowly sashayed through the tall grass and closed her eyes as she let her hand glaze through it. She hadn't been in nature like this in a while. She loved the city of course but sometimes one needed some fresh air. Certainly the sounds of nature were more soothing than the sounds of New York.

Coming to an open area of the field, Fran spotted a few pink blossom trees and reached back taking Max's hand. Underneath one, they kicked off their shoes and layed down on the cool, soft grass. She cuddled to him and he reached his arm under neath her neck to welcome her. Laying her head on his shoulder they both looked up at the sky, big fluffy clouds rolling in.

"Well, at least we had a good breakfast here. I thought the diner would be worse than the motel but it's pretty nice."

He nodded agreeing, "Thank God for that."

"And boy did I need coffee. I didn't sleep well after what happened last night. I imagined a dozen more roaches all over me."

"I'll make sure to investigate before bed tonight," he said smiling, his thumb caressing her arm.

"You betta. I can do spiders and bees, I cannot do cockroaches and rodents. Niles is the opposite. But when I see one, I turn into a scared little creature."

"It was pretty big."

She turned to look at him with an expression almost as last nights, "Oh, that shit had wings."

He chuckled at her blutness.

"I'm not joking."

"I know you're not. If you remember, you were so serious, you made me fall off the bed," he remarked now leaning up to look at her.

She laughed remembering his own expression. He nodded his head.

"Oh, you think that was funny?"

She nodded giggling.

"I think it'd be funny to catch one of those roaches and..."

She cut him off and pointed her finger at him, "Don't you dare say it, let alone do it."

"Why?" he asked, teasing her.

She looked at him seriously, "Cause I'd have to kill you and that's too easy a punishment. I'd have to torture you instead."

Maxwell looked at her eyebrows raised and asked, "Oh, you would torture me, huh?"

"In this case, hell yea."

She put her head back in the crook of his shoulder and put her hand and put her hand over his. He immediately looped his fingers through hers. The nature was doing him some good, she thought. In a secluded room, most of the time, he made sure to keep her at arms length, sort of speak, but right now he was enjoying holding her and was more comfortable and relaxed with her.

They both layed there together for a few minutes with their eyes closed before she spoke.

"Do you ever think about London?"

He made no hesitation before he answered, "Yes."

"Which part?"

He opened his eyes and leaned his face into her soft hair slightly blowing in the breeze upon his face. Her hair smelled like eucalyptus and her perfume smelled of roses...exactly the way she had smelled in London.

"All of it," he sighed.

She leaned to look up at him.

"I'm sorry."

Their stares were intense. She knew he was talking about the hotel room - how he pulled away from almost making love to her because of his own insecurities as a father and a widower. He knew he hurt her...again.

He was telling her sorry but was he really apologizing? And if so what for - for pulling away or taking it that far? She didn't know what to say to him at that moment.

He could tell she was a little confused and a little dumbfounded at how to react. He decided to be honest with her. She had to know.

"I regret that it ended the way it did. I shouldn't have pulled away."

"No, you should've have but did you want to?" Fran asked almost nervously fiddling with his collar.

"My heart didn't want to...my mind did."

She wasn't used to him being so straightforward and honest to her about his feelings in such seriousness as he was now. It was almost too much for her, emotionally. She had to lighten it up.

"Well, look at it this way. If you hadn't of stopped, we would've been interrupted by that phone call," She giggled.

Max didn't say it but he thought it - If they were making love there was no way he would stop for a phone call. It would have to wait.

They cuddled quiet again lost in their own thoughts when suddenly a gust of wind came shaking the branches of the trees making it rain pink blossom petals all over and around them. Fran giggled as their faces were attacked. He wiped his face off and then lovingly took his time to pick them off of her face one by one. She enjoyed the treatment as she felt his fingers touch her skin.

Max picked one off her cheek and then kissed it. He did the same to the other side. She smiled and he picked one off close to her mouth. After doing so, he came in and gently kissed her lips. His mouth stayed closer to hers as he picked another one off her forehead then kissed her lips again. She reached up and brushed some off his hair. He studied her face before he kissed her agian. This time she responded and didn't let him back away from her lips again. Pulling her lips with his then opening and sliding her tongue against his, he felt that familiar spark of arousal as he always did when she kissed him. Only with her could he immediately feel strong sexual stimulation just by kissing.

Pushing his tongue against her back into her mouth, he rolled over laying her on her back. At this angle he could really make love to her mouth the way it properly needed to be.

She sighed leisurely as she enjoyed his weight on her as their mouths exchanged a slow but passionate french kiss. They always felt the need to be hot and heavy when they were lost in passion, and although that was still there, this time it was just as fullfilling going slow. There was no need to hurry. They were alone surrounded by nothing but nature.

Maxwell moved his mouth to her neck as he slowly kissed and sucked. Fran closed her eyes and slightly whimpered as he found one of her erogonous zones. She caressed one hand through his hair feeling his head movements on her as the other held his hand. But that hand left hers and traveled to her bent leg. He collected the bottom of the skirt pushing it up so he could slide his hand underneath. Then he did something he dreamed about doing in an intimate way - feeling her legs. He wasted no more time as he slowly caressed her thigh traveling up and down gently. Her skin was smooth and tight. Feeling himself getting more aroused, he took his hand away and gently rolled off of her giving her one last kiss.

She wasn't upset he stopped. She wasn't expecting anything more. Well, they could've had sex right then, but both knew they were not exactly in a private area. And although Fran loved a spontaneous love-makings session, the last thing she wanted was for somebody to see them.

Max rolled onto his back as she layed on top of him. She gave him a kiss before she rested her chin on her hands upon his chest smiling at him.

That evening in the hotel room, Fran and Max both sat at the round table playing cards. As he took his time with his turn, she bit on her thumb nail and tilted her head studying him. She wasn't really paying attention to the game at all. Her mind was elsewhere. She couldn't help but think about earlier, under the tree, his apology and confessing his regret. And saying his heart wanted her but his mind pushed him away.

His heart.

She knew it, she just needed him to say it. Granted he didn't say those three little words "I love you," but it was a start.

Then they had that intimate moment. It was so nice and comfortable. She could kiss him and lay in his arms all day. She didn't always need hot passion with him - although it was a plus when it happened! She thought maybe she should tell him that her heart wanted him, too, and not just her body. Surely he knew that all of her wanted him but she had never really sincerely said it outloud to him.

"Penny for your thoughts."

She looked up at him, "Huh?"

"You're staring off into space. What are you thinking about?"

She shook her head a tad trying to get their game back on track, "Uh, just stuff."

Music and people's voices were suddenly heard outside. They continued their game but it got louder, like there was a party. And a glaze of a fire shining into their window caught their attention.

"What's going on?"

She set her cards down and got up.

"I don't know."

She opened the door and walked onto the balcony looking down. There was a little bomb fire, music going and people drinking, dancing and having fun. Curious, she walked back into the room.

"What's that all about?"

She went into her purse and grabbed her compact then started to re-apply her lipstick.

"I don't know. Looks like some kind of party."

He got up and walked onto the balcony. Happy with what she saw in her mirror, she shut it and walked out. He caught her hand as she started towards the stairs.

"What do you think you're doing?"

She motioned towards the party, "What does it look like? I'm going to join 'em."

"You don't know who's party it is, Miss Fine. You can't just invite yourself," he said sternly.

"I'm going to find out. And hopefully I'm welcomed."

Max looked at the scene below cautiously. They were in the middle of no where and the man at the counter last night didn't seem like good company. And even if he was, they didn't know who these people were. It made him nervous.

"Fran..."

She heard his worried tone and she put her hands on his chest softly.

"I'm tired of being in that hotel room. It'll be fine."

He sighed and shrugged.

She continued, "Come with me?"

Max looked at her and softened at her puppy dog eyes. Just like the children, when she did that, he couldn't refuse her anyhthing.

"Ok."

Taking his hand they walked down the stairs. As they walked towards the crowd, a couple in their late 20's, smiled at them.

Fran smiled back, "Hi. Excuse us, but we saw the party out here and wondered what was going on."

The blonde greeted them, "We thought the same thing. A couple told us that it's a 'stranded' party."

Maxwell kneaded his eyebrows together, "A stranded party?"

"Well, all of us can't go anywhere so a couple decided to start a little party instead of sitting in the hotel room. Everyone's invited," The blonde's companion replied taking a sip of his beer.

Fran leaned into Max whispering, "See, everyone's invited."

He smiled and rolled his eyes.

"I'm Kathy. This is my husband Mark."

"Fran."

Max shook Mark's hand, "Maxwell."

"Judging by your accent, are you two from New York?" Fran asked.

"Queens."

"That's where I'm from. But we live in Manhattan."

Mark handed Fran and Max a beer out of the cooler which they gladly took.

"Manhattan? What are you two doing out here?" Kathy asked giggling.

"Got lost," Fran replied looking at Max with a sparkle in her eye.

He immediately corrected her. "On our way to visit my daughter. The bridges are flooded, as you know, so here for the meantime."

The couples continued talking and drinking. Shortly after, Mark and Kathryn walked away and Fran and Max stood there chatting and watching people dance. Fran giggled as she watched some of the people's moves. Max enjoyed it, too. The music was intoxicating and Fran found herself wiggling her hips to the beat. Max stood behind her and wrapped his arms around her waist. She put her hands against his arms and smiled at his closeness. He was enjoying the closeness of her wiggling and started to sway himself to the fun sounds.

Soon after, a sexy rumba song came on making the couples dance more sexy and hold each other closely.

Maxwell felt Fran's hips sway slowly, enticingly against his. He rest his mouth very closely to her ear as he slid his hands down her hips and to her thighs and back up. She closed her eyes and leaned her head back, his lips now resting against her cheek. His breath tickled her skin with pleasure. She noticed one of his hands now resting closely underneath her breast and it made her ache for his touch.

Turning around to face him, she kept her hips pressed against his looking up at him. He pressed his hand against her back to push her chest up against his as she wrapped her arms around his shoulders.

Then they started moving.

She saw nothing but raw passion this time in his eyes, not like earlier which was more intimate. This was sexual. As she continued rubbing against him, she felt his arousal growing and tingles started cascading through out her lower body. Maxwell didn't know if it was the music, or her body against his, or the few beers, but he didn't need to think twice before he slid one hand down her rear. Her breathing deepened and her movements became more seductive. Maxwell stared down at her lips. God, he wanted to kiss them. And she tested him by not pressing her lips to hers.

They were lost in their own little world. Everybody else disappeared. It was just them.

Then their moment was ruined as rain drops fell startling them. They both looked up as it started to pour. Fran closed her eyes and scrunched her face smiling as drops hit her face. Max laughed and thought it refreshing. Some people screamed and ran for cover but most just laughed and continued dancing in the rain. Holding her skirt out, she did a fun twirl to join in the fun. He took her hand and twirled her then pulled her close. Landing against his body again, she laughed. Her smile faded when she saw the look he was giving her. He stood still and his expression was serious. Still holding her hand, he started walking gently pulled her with him. She was confused. He seemed to be having fun. Because of a little rain, they had to leave?

But instead of going up the stairs, right underneath it his body and mouth enclosed upon her. Immediately, his tongue saught hers. It was hot, demanding. His mouth pressed against hers hard, passionate. She lost her hands in his wet hair as she kissed him back. Kissing her wet lips, he pulled back just enough to look at her. He moved some wet hair out of her face and held his hands against the sides of her head. She looked into his eyes for a moment and she knew he wanted her but his mind was trying to fight it. Maybe all he needed was encouragement. She couldn't survive another moment like the one in London. She needed him...all of him.

"Take me upstairs."

That was the last thing Maxwell heard before he slammed their door shut and pushed her up against it. Claiming his mouth with his again, their tongues hungrily attacked each other trying to meet somewhere in the middle, trying to get closer and release all the pent up sexual tension.

Fran slightly pushed him away from her body as her hands grabbed his soaked shirt and impatiently ripped it open. She leaned back against the door, her hand on his buckle pulling him back to her but Maxwell kept his body at a distance from as he rested his hand on the door beside her head. As her fingers worked on his buckle, they kept primitive eye contact. At that moment, he saw a sex goddess and she saw an animal ready to pounce.

Fran yanked his pants down with one movement. She reached up and put one hand behind his head bringing his head closer to hers. Barely touching his lips, she ran her other hand down his chest, down his stomach, and over his aching arousal. But the moment she did that, she was startled when he grabbed that wrist and spun her around. She gasped as her palms landed flat up against the door. She rest the front of her body against it as he bit the back of her neck. She felt his arousal pushing against her backside through his boxers and she felt the most sexual ache between her legs she had ever felt in her entire life.

Maxwell felt a primal urge for her but when she touched him, he knew he had to stop her or he would embarrass himself and disappoint her. He looked down at her wet dress clinging to her body and he wanted it off...now. Also in a yank, he unzipped her dress and then with his hands against her stomach he pulled her back up against him. Resting her head against his shoulder she turned her face towards his as her dress pooled around her feet. He stared down at her damp chest, her breasts pushed up above the white lace bra, glistening in the dim light. His jaw worked overtime, as she breathed heavily aching for him. It was almost too much for him to bare. He couldn't believe a woman like her wanted him. She put her hands against his and pushed them upwards cupping her. He was sure he had never been this hard before.

Fran couldn't take it anymore. She turned around and pressed her lips against his again. He kissed her back just as passionately as they walked towards the bed. She reached behind her and unclasped her bra tossing it aside. He reached under her and lifted her, her legs around his waist. He glanced down at her bare breasts pushed against his naked chest before he lowered them onto the bed. She was sure they shared their most deepest, hottest kiss as she sank hard into the pillow, his hips straddling her, his dick pressing hard as it could between the lace between her legs. She wanted him in her now.

Raising her hips, she slid the white thong off and urged him with his boxers. He pulled them down and kicked them off. Straddling her again, his mouth sucked and licked her nipples. She arched her back and whimpered in passion. She was already too turned on for the full 9 yards of foreplay but Maxwell Sheffield's hot mouth on her breast made her almost orgasm on spot. Then without warning, he pushed himself into her with one hard, long stroke. She inahled a breath of air with the sound of surprise and passion.

"Fran?"

She heard his breathy voice whisper her name and through the sexual fog, she opened her eyes. He held himself still a moment, his hand against her cheek.

"Are you ok?"

She loved that about him. Even during this kind of raw moment, he was worried about her, cared about her. She realized he thought he must've made her uncomfortable when she responded the way she did. Panting with a slight giggle, she smiled and reached up giving him a kiss before she pushed him over onto his back. Laying on top of him, she flipped her hair out of her face and responded.

"More than ok."

Sitting up she started to move. He thought he was dreaming laying there watching her on top of him. Her body was perfect to him and her expressions melted his heart. He had to know this was real.

Max put his hands on the sides of her hips and felt her movements. Yes, she was real. After a few more pushes, she put her hands against his chest and leaned her head back moaning. She was close already. And he was, too. Just the first initial feeling of himself inside her made him almost explode. He held her as he sat up. Kissing her and keeping himself inside her, he layed her back onto the bed and pumped inside of her, his body moving on its own.

She started whimpering at each thrust making him go even harder, faster. She put her hand up behind her against the headboard keeping her from hitting it as they both worked up a climax. He started groaning when he felt her muscles clenching him, milking him to death.

"Oh, God," she said feeling a strong, pleasurable wave start to rush throught her.

Then after breathy pants, she arched her head back and cried out loudly releasing all around him. He never heard anything so intoxicating. With a few more thrusts, he groaned and released inside her. Collapsing onto her, he kissed her lips and she hugged his back welcoming his weight.

The next morning, Fran woke up at the sounds of birds chirping loudly outside her window and the glare of bright sunshine through the windows. She instinctively reached her arm out to drape across her lover but all she felt were empty sheets. Opening her eyes, she saw two strange things on his pillow. Wrinkling her forehead with confusion, she rubbed her eyes and leaned up. There she saw a 3 Muskateers Bar and a dandaline. She giggled.

Max walked into the room and smiled when he saw her sitting up in bed giggling. She pointed to the items.

"Really?"

"Isn't a man supposed to leave candy and flowers afterwards," he asked opening the drapes more.

"Well, yes, but not a candy bar and this is a weed not a flower," she replied her head tilted smiling.

"Well, it's the best I could do."

Fran looked at him seductively, "I think you proved that last night."

He smiled back, "I can say the same for you my darling. So guess what? The roads are clear. I'm going to check us out and then we can be on our way."

"Oh, good."

Max opened the door to leave but turned back to her as she continued talking.

"Hey, a girl doesn't really need chocolate or flowers you know. Just for the guy to tell her what a great time he had and that he'll seen her soon."

Maxwell walked to her and leaned down close to her mouth, "I had an amazing time...and I'll see you in a few minutes."

She smiled as he kissed her and then walked out.

As they drove out of the country, Fran stared out the window at the blue sky and the green scenery in deep thought when she felt Maxwell's hand hold hers.

"What are you thinking about?"

She sighed and looked at him seriously, "What you might be thinking about."

He looked straight ahead not knowing how to respond. She decided to press the conversation a bit more. I mean, he had basically told her she was in his heart and after last night they were physically connected as well but what now?

"Do you think there's a difference between loving somebody and being in-love with someone?"

He quickly looked at her and then back to the road keeping his hand held in hers.

"Love to me is a lot of things."

"Like what?" She said casually trying not to scare him away from the conversation.

"Commitment, devotion, respect, trust, honesty, compromise, intimacy, friendship. Love is all those things and when they're combined, that's when you deal with love."

She softly rubbed his thumb with hers responding, "I think we have all of those things."

"Yes, we do."

"Does it scare you?"

"Love doesn't scare me."

Fran took her hand away from his and looked at him seriously and a bit sternly. "Yes, it does. You've proved that in the past."

"Love doesn't scare me. Losing somebody I love scares me," he said correcting her honestly.

"You're not going to lose me."

He looked at her and took her hand again kissing it, "I know."

She knew this was one of his demons and he could only conquer it...

"Just one step at a time."

He smiled, "Well, I've finally 'jumped in the water' as you put it."

"Yes, I just hope you'll keep swimming."

He chuckled at their metaphor's.

"Fran, for you, I'll do back flips into the water."

She laughed.

Well, he didn't exactly come out and say those three little words yet but another night with him she knows she'll have him screaming it.

And instead of waking up to "chocolate and flowers" she'll find a diamond ring instead...

God Willing.

THE END