For the first time since before Max can remember, the pillowcase isn't working. Well, it's not really the pillowcase, but she likes to pretend that it is because the idea of falling asleep rubbing the hem of a scrap of Caroline's pajamas is too weird and pathetic to actually think about. Max is tough; she doesn't need that shit.

Pink with Eiffel Towers all over it. So Caroline. She hurls the piece of fabric as far away as she can, but it only goes a couple of feet before wafting down and alighting on the floor. She glares at it and its little grey flowers stare back like eyes. With a huff, she swings her legs over the side of the bed. She can't stop thinking about Mike or Mark—or whatever that guy's name is—standing Caroline up like that. Who does he think he is? Where does he get off making her feel like a "B"? She said she was adopting the pass-fail system, which is great, but Max has trouble believing it.

Caroline is a perfectionist: just not a pass-fail kind of girl, and she still looked a little, well, upset even after they were back home for the night. Max didn't ask if she was okay, and all she did earlier was tease her about her fake boobs (they were ridiculous and did deserve it, after all—her real ones are great—well—fine, they're fine). She didn't plan on asking, either, until her fucking brain decided to flood her with this… what's that feeling that normal people get when they do something bad and later they—oh! Right. Guilt.

Fuck it, she'll just use some of the sleeping pills Sophie gave her. She shuffles into the kitchen, pushes things aside and looks around and behind them. Nothing. She could have sworn she left them next to the toaster, but the toaster must have broken up with them and sent them packing because there's a vacancy between it and last week's stale bread. Ugh, Caroline is always trying to clean, and all she does is put things where Max can never find them. Medicine cabinet? Nope. Maybe Caroline actually hid them. She starts going through everything, pulling dishes out of the cabinets, slamming them successively louder on the counter every time she takes something else out and does not find the pills behind them. Where the hell could the damned things be?! Stupid Caroline, always taking her stuff, invading her sleep, invading her life—

"Max, what are you doing?"

There she is, standing there rubbing her eyes, a patch still missing out of her stupid pink pajamas. Her hair is messed up from sleeping and the rubbing smudges yesterday's makeup and it's actually kind of… no, it's infuriating. We're mad at her, Max reminds herself.

"Looking for my pills, man!"

"Max," Caroline says, sleep in her voice, "those pills are awful for you; even Earl said so. Besides, I thought you didn't need those anymore?" Her bracelets jingle as she smoothes her hair down. Does she ever take those off?

Flour kicks up in the air and hovers when Max slams the unsealed bag down onto the counter. "None of your business, Blondie."

"Come on, you don't need to take those. Let's just go back to bed, okay?" She sighs and turns back towards her room, like Max is going to just give up that easy. Please.

"Yeah, that's right. Nothin' to see here. You go back to bed—unless you know something about where my pills went. You wouldn't, oh, I dunno, steal them and hide them or anything, would you?"

Caroline is easier to read than a hooker's how-to for high school dropouts. A nervous look washes over her face and then she laughs, a high, irregular, almost frantic kind of laugh. "Of course not. That's so silly. What would I take your pills for? You're on pills, you… skank, you. I'm sure they'll turn up somewhere. Come on, go to bed, Max. It's like five in the morning."

"I knew it!" Max wheels around, brandishing a spatula at the pill-thief. "You hid them or threw them away or something! Give them back or I will cut you!" Ah, her weapon of choice is a spatula. She glances at it. Right. "Or… spatule you to death!"

"'Spatule'? That isn't even a word."

"Or bash your head in or whatever! Don't change the subject!" She narrows her eyes and gives Caroline her best death threat face. Caroline just scoffs, so Max ups the ante and snatches a wooden spoon off the counter with her other hand. Dual-wielding like a boss.

"All right, fine, I threw them away!"

"Caroline!" Okay, that probably came out more like a whiny second-grader than a cold-blooded killer, but she's doing what she can under the circumstances. She's exhausted and frustrated and doesn't know why her heart hasn't stopped beating all fast and weird since, like… hours.

"I'm sorry, but you had no idea where those pills have even been. You got them from Sophie, for God's sake. They could have been laced with some slow-horrible-death drug or bleach or…"

"You owe me new pills." Max abandons the spatula but keeps the spoon; better safe than sorry, might need it, etc. Girl fights can be brutal. "I can't sleep until I get some and you don't want to spend any more time with No Sleep Max than you have to, trust me." She holds the spoon up threateningly. Caroline throws her hands up in defense and takes a step closer to the kitchen.

"I thought you had that piece of my pajamas to use as your pillowcase or whatever!"

"Well, it stopped working! I couldn't look at it without—oh, forget it, just go back to your vagina bed and I'll go spend some time with the plane in my nightstand or whatever."

Caroline crosses her arms, looking incredulous. "Without what?"

Max cocks an eyebrow at her. "What are you talking about?"

"You can't look at it without what?"

"Oh, that." Max tosses the spoon down and heads for her bedroom. "It's nothing."

"Max!" Caroline darts in front of her and blocks her path. Max tries to push her out of the way, but she slips in front and wedges herself into the doorway. Damned skinny girls. "Max, come on, just tell me!"

"No, it's nothing, come on!" Max tries to push past her and get into her room, but she's surprisingly strong for a scrawny chick, and she doesn't want to fight hard enough to hurt her. Yet. (She WILL cut her if she doesn't drop it and let her in eventually).

"Please tell me," Caroline begs, backing out of the doorway and leaping into the bed. Ugh. Why does Caroline always seem to end up in here intruding on her bed space and all?

"I couldn't look at it without thinking about you," Max blurts, just wanting Caroline to leave her alone so she can go back to feeling weird in peace, by herself. "Just about all that stuff earlier, with that guy standing you up and all. It just really sucked and I felt bad for you."

Caroline smiles and rolls her eyes—barely. Just enough for Max to see it happen and scowl. Caroline is giving her that look like she's an adorable little kid again. She hates it.

"Aww, Max," she says, and Max's scowl intensifies. "Is that all? I'm okay, really! You don't have to feel bad for me, I promise. I didn't really care about that guy anyway. Mike or whoever."

"It's not that," Max snaps. "Just, I never told you"—she crosses her arms and stares away, bites her lip and mumbles through her teeth, not believing that she's about to say what she's about to say—"you're an 'A.'"

"What?" Caroline crawls to the edge of the bed on her hands and knees, her dorky flannel pajamas sticking to the covers and bunching them up when she moves.

Max feels too stupid to lift her gaze any higher than the mattress and Caroline's knees. She can't look her in the face while she repeats, loudly enough for Caroline to hear, "You're not a 'B.' You're an 'A.' That's what I wanted to say and instead I just made fun of your boobs. There. I said it."

Caroline's feet hit the floor and then her arms are around Max's shoulders, squeezing her and half choking the life out of her. "Don't get all mushy on me!" Max says, trying to wriggle out of Caroline's grip.

"That's so sweet, Max, but it's okay. I can admit I'm a 'B.' I've come to terms with it."

"I knew you couldn't really handle pass-fail."

"I mean, maybe I used to be an 'A,' but…"

"No," Max repeats, emphatic, as she finally elbows free. "You're an 'A' now. You work for what you have, and no matter how much shit the universe dumps on you, you always just stay so positive. Don't get me wrong, it's kind of annoying, to be honest, but maybe that's something more people should work on. I don't know. And I know you won't believe me, but you are pretty without your fancy pearl necklace and your hair extensions and all that shit, way too pretty for Mike and Andy and all those douchefaces. You—"

Caroline stops her mouth with hers. At first Max is too shocked to respond; it takes a few moments for her brain to register Caroline's lips on her lips, the scent of her perfume clouding her senses, the brush of fine blonde hair against her cheek, and then it all hits her at once and she jerks away and jumps back.

"What the hell?!" She gasps for breath, clenches her shirt over her racing heart. Caroline's eyebrows wrinkle like she's going to cry.

"I'm so sorry! I just got caught up in the moment and I've been having all these really confusing feelings since the strip club and sometimes I think, like, what if I am bisexual, and you're my best friend and sometimes it's easy to confuse all this best friend love I have for you with maybe some possible curiosity stuff and I don't know what I was thinking and I'm so sorry, Max I—"

"Whoa, whoa, Goldilocks, breathe! Stop that. Stop looking at me like I'm going to eat you, Jesus. It's okay." Max coughs and dusts herself off. "I thought you were trying to suffocate me with your mouth or something. Now that I know it was an accident, hey. No harm, no foul."

Caroline stares at the floor, humiliated. Max waits for her to look up and say something, but she doesn't. Is she really going to make her do all the talking? She should know by now that talking-talking, like, actual talking, is not Max's strong suit. She can feel the awkwardness growing by the second. Soon the whole room will get taken over by a raging awkwardness monster at this rate. She sighs. I guess it's up to me to be the knight in shining armor, as usual.

"Hey." She takes Caroline's hand and squeezes it, but those blue eyes just fix themselves ever more firmly on the floor. "Come on, I didn't mean to embarrass you or whatever." She puts on her best cocky grin and says, her voice teasing and light, "It's not like I've never thought about it. That Chanel lip gloss is pretty hot."

Nothing! Max is getting a little desperate. If Caroline's this upset, she really won't be able to sleep. Stupid "guilt."

"Hey," she says again, dropping Caroline's hand to grab her jaw and try to turn her face so she can look at her. Caroline resists, silent. Silent? Oh, that is scary. Caroline's never been embarrassed speechless before. "Come on, don't be like that. Look at me. Seriously, look at me, come on." Finally, her eyes flit up, just for a moment, to meet Max's. Then she looks back down.

"Caroline," Max says, hardening her voice to try out her best rich white girl impression. "I order you to look at me. If you don't look at me, I'll do something both of us'll regret and then you'll never let me live it down." She waits. Nothing. "Fine."

Max reaches around and, cupping Caroline's cheeks, kisses her back—gently at first, hesitant, waiting until Caroline starts to come out of shutdown and cooperate. Max keeps her eyes open so she can watch her friend relax, note when her shoulders loosen and drop before she feels her sigh on her lips. When the kiss trails off, Caroline dares to look up, and their eyes lock.

"Well," Max says with a smirk, "how was your first time? I find that girls aren't necessarily better, just different."

"I'm so embarrassed," Caroline says, her voice still small and uniquely pathetic.

"Hey, don't be." Max takes a seat at the edge of the bed and pats the spot next to her. Caroline follows. "Everybody's gotta experiment at some point or another, right?" That one almost gets a chuckle out of her, but she doesn't answer. Another long silence and Max's tone re-serious-izes. "I meant what I said at the shop, you know." She puts an arm around that skinny waist and Caroline collapses into her, nestles into the crook of her shoulder. "You are my best friend and I do… ugh, all of that L-word stuff." Caroline smiles and buries her face in Max's neck. "Okay?" Caroline nods. "Hey, I need some, like, verbal confirmation. Okay?"

"Okay," Caroline mumbles, pulling away with a small, almost-sad smile.

"Hey, don't look like that. Do you wanna sleep with me? Will that make you feel better?" Max hops over to her side of the bed and pulls back the covers.

"It was just a kiss," Caroline says, trying to overcome the weakness in her voice. "I'm not that kind of girl. At least buy me a drink first, geez." Max grins.

"There you go!" Both girls can't help but laugh. "You gonna be okay, there, Goldilocks?" Max asks, marginally more serious and finally starting to calm down.

"Yeah, I'll be all right," Caroline says, and punctuates it with a small, demonstrative smile. "I'm just gonna go back to bed. I'll see you in the morning, okay?"

"'Course." Max nods her encouragement. Caroline slips out, still looking a little tense, and shuts the door behind herself.

Max heaves a sigh and scans the floor for her little piece of pajamas. She crawls to the edge of the bed and snatches it up, flops down, jerks the covers over her head, sighs again. What else can she do? Her heart is still hammering away, really, and now she has an entirely new set of issues to work through. Great. She glances at her clock—5:30—and closes her eyes. Did all of that really just happen? Could it have? How is she supposed to feel about all of this?

Feel? No, no. Feelings are for pussies, she decides. She'll deal with all of that crap later.

Still, the tickle of Caroline's hair on her cheek tiptoes through her mind no matter how hard she tries to push it aside. She shrugs to herself under the covers. It was pretty hot, I guess. Interesting. She never pegged Caroline for a bi type.

Oh, who is she kidding? Everyone wants her, as well they all should, and Caroline is only human. She giggles (once, quietly) and yawns. Caroline Channing wants the V. Who'd'a thunk it? Sometimes life is strange and beautiful and relentlessly hilarious. Oh, universe. You got me this time. You got me.

And with that, at 5:37 A.M., Max drifts off to sleep and a scrap of pink flannel slips from her fingers and falls, little grey flowers and all.