Thunderstorms always made Max a little pensive.

She stared out the window.

That was an afternoon gone, now.

The rain was coming down sideways and Max could hear the wind.

The distant thunder off in the distance.

The rancorous cackling of those lightening strikes.

It was transfixing.

She could see little pools of water start to gather – even through the intense downpour severely limiting visibility.

She kind of wanted to be outside.

It was ---

“Dude. C’mon it’s nothing to be afraid of. Just some water.”

Max breathed in deeply as Chloe’s hand came to her shoulder and rubbed vigorously.

Max looked up to her best friend, both literally and metaphorically.

She bit her lip and just shrugged, before looking back outside.

“I’m uh, not scared. Just. Thinking.”

Chloe rolled her eyes and scoffed.

“There’s a shocker. The great Max Caulfield, thinking. What’s the world come to.”

Max closed her eyes and exhaled, amused, in her own kind of scoff.

She shook her head, but she was smiling when she looked back up to Chloe.

“What are we going to do instead of play outside? I kinda wanted to go the junkyard.”

Chloe was smiling, though the question killed her expression, somewhat.

She pulled her hand away and crossed her arms.

Then she just closed her eyes and shrugged.

“Uh-uhh-uhh. Could stay inside for once. I bet we can …”

She opened her eyes, and suddenly stopped dead in her tracks.

Max could see the gears turning in her head, before an explosion of giddy emotions appeared on her face.

Chloe brought her hands up by her chest.

“Dude-dude-dude we could – I think – yeah!”

Max blinked, trying to piece together what Chloe could possibly mean.

It was a little hard to understand her when she got excited, sometimes.

“What?”

Chloe giggled and bounced away from Max to her bed.

They’d been standing in Chloe’s room.

“Yeah! Of course!”

Max blinked again, and slowly frowned.

“What? What what what?”

Chloe didn’t seem interested in guiding Max along her thought process, though.

“Oh man this is going to be great.”

Chloe walked to the edge of her bed and yanked the top sheet away from her bed, somewhat.

Max groaned, and walked over to Chloe.

She patted at her back, and Chloe just about jumped.

“What? What are you thinking?”

Chloe released the sheet and turned around with a huge, massive, all-consuming grin.

“Bed fort, dude! With like pillows and stuff. Yeah, ah, man, this is going to be hella rad.”

Max blinked a few times.

There were certainly worse ways to spend a rainy afternoon than inside with your best friend under the protection of a blanket fort.

“Dude go get my chairs.”

Max huffed, and Chloe just smiled sweetly.

Chloe’s sweet smile always melted Max’s resistance to being bossed around, and she eventually sighed and relented.

Chloe actually had two chairs in her room – one in front of her desk, and one in front of her hi-fi.

Max brought them both over while Chloe continued to gut her bed for the sheeting and pillows.

It took a lot of faffing and finessing, but between the foot of Chloe’s bed and the two chairs, they had enough support to drape her blanket over.

They had some of her sheeting on the floor.

It wasn’t the comfiest or coziest of things – it’d probably have been better to just hide under the blankets while they were still on the bed, even.

But there was a certain kind of closeness here.

Max and Chloe had to lay on their sides, facing one another, with their heads on the reclaimed pillows.

Chloe was supporting her head above the pillow with a hand. Her elbow rested on the pillow, instead.

Max was laying flat.

They both smiled, for a little bit.

Max could almost –

A particularly loud bit of thunder reverberated through the room.

The house groaned in ways it really shouldn’t.

The lights went out.

Max blinked a few dozen times.

Chloe giggled.

“Oh damn, the power’s out.”

Max could almost see Chloe’s teeth from how wide she was grinning, even though it was so dark and her eyes hadn’t even adjusted yet.

“Still not scared yet huh, Caulfield?”

Max kinda was, but she breathed in deep.

“N-no. O-of course not.”

The slight shiver in her voice belied her fear of the dark, especially with a storm outside.

Chloe giggled again, but then gasped and breathed in sharply.

She went quiet.

Max blinked again.

“What?”

Max blinked again.

“What?”

Max blinked yet again.

“What?”

Chloe readjusted her voice way lower and spoke in as creepy a way she could manage,

“I have taken your friend, Max, and now I will take you.”

There was a hand on Max’s shoulder –

Max squeaked –

“Stop it, Chloe!”

The hand shook her.

“Yes, I took Chloe, now I will take you, and there’s nothing you can do about it!”

Max groaned.

Chloe exploded into giggles.

Quiet.

After a few more moments, Chloe’s hand moved down from Max’s shoulder to her side.

She found her hand to tightly intertwine their fingers.

Chloe squeezed tightly.

Max reciprocated.

“Seriously, don’t be afraid. Nothing can get past me. You’re totally safe, dude.”

Max breathed in a little bit easier at the assurance, at least.

She melted more against the sheets and her pillow and exhaled slowly.

“Thanks, Clo. I-I know I’m a dumb little kid just afraid of the dark but I ---“

Chloe huffed.

“--- shhhh cut that nonsense out. I’m here for you, dude.”

Max exhaled slowly again, and squeezed Chloe’s hand.

Chloe squeezed it right back.

Quiet.

“So um. What are we going to do?”

Chloe hummed thoughtfully.

“Y’know, there’s something I’ve been meaning to try with you, Max. Now in the privacy of this blanket fort …”

Max blinked.

Her eyes were more adjusted to the darkness, now.

She could at least see Chloe’s face, even if not the particulars of her facial gestures.

“Huh? What?”

Chloe scooted in a bit more closely.

She spoke in a whisper.

“There’s this … boy, at school. I think he wants to kiss me.”

Max blinked only about a million times.

“Ew!”

Chloe giggled.

“You are such a baby, I swear to god.”

Max huffed.

“Am not!”

Chloe giggled again.

“A little baby scared of the dark and of boy cooties.”

Max huffed again and playfully shoved at Chloe’s chest with her free hand.

“Chloe!”

Chloe was helplessly consumed by giggles, but she still squeezed Max’s hand again, and Max still squeezed hers right back.

“But yeah he’s a big gross idiot but still – I wanna – when he does it – I like – “

Max blinked.

Chloe couldn’t quite get the words out, and Max rarely saw this side of her.

“What? You want to what?”

Chloe huffed herself, and breathed in deeply.

She then just shook her head, and collapsed her head down to her pillow.

She was still so close, though.

“I wanna have some practice kissing so it’ll go over hella well.”

Max continued to blink.

“You want to practice kissing? How will you do that?”

Chloe inched closer still.

Her nose was like an inch away from Max’s, now.

“Well, funny you should ask, Caulfield … I was thinking about practicing with you.”

Max’s mouth gaped and surely she had something on her mind – something good to say – but all that she could vocalize was,

“W-what? E-ew, I don’t want to think about … kissing or ---“

Chloe huffed again.

“I don’t have cooties! That’s just boys. You’ll be fine.”

Max frowned, and thought about this.

Chloe was right, of course.

Only boys had cooties.

Girls didn’t.

Still, something felt weird about this, and Max couldn’t find the words to describe what or how.

“A-are you allowed to kiss your friends?”

Chloe just shrugged, and went back to grinning.

“Guess we can find out? I won’t tell no one if you don’t.”

Max closed her eyes and exhaled deeply, again.

“I-I don’t know, Chloe, this is ---“

Chloe’s nose touched Max’s.

Max squeaked and opened her eyes.

“--- Please, dude? For me? I want to knock this stuff out of the park and I won’t get another chance.”

Chloe was smiling so sweetly, so wide.

Her smile always had a way of eroding Max’s resistance.

So she eventually just sighed, and relented.

Max moved a little bit forward –

Chloe’s eyes widened –

Chloe moved her face forward –

They twisted their heads slightly –

They kissed –

Chloe immediately pulled away and blushed.

Max blinked, her mouth still gaping like a stupid fish, and huffed.

“What was that?”

Chloe looked away from Max.

“I-I um … why I need practice?”

Max had to admit Chloe had a point in needing practice if that little peck was enough to overwhelm her.

“O-okay. Whenever you’re ready …”

Chloe breathed in, smiling oh-so-wide at Max’s patience, and slowly looked back to her.

“Thanks dude. I don’t know what I’d do without you, sometimes.”

It was an agonizing wait, with Max having nothing to do but stare at the particulars of Chloe’s blush and the dancing of her eyes, but eventually Chloe moved forward again in another kiss.

This time it was slower, and more confident.

Chloe closed her eyes.

Max didn’t know why, but felt weird staring at Chloe’s face with her eyes closed, so she closed hers as well.

Max wasn’t really sure what she expected her first kiss to be like, but this surely wasn’t it.

Terrified of the darkness all around her, huddled for warmth and comfort against her best friend under a hastily-constructed blanket fort.

But at the same time, it kind of was?

As soon as Chloe’s lips connected with Max’s, Chloe violently squeezed Max’s hand and brought it up a little bit to their sides.

Max reciprocated, though she was going to lose sensation to her hand if Chloe kept this strength up for long.

Max could taste a little bit of Chloe’s mouth – what she assumed was the taste of her mouth, anyway –

And it wasn’t bad?

Chloe’s lips moved up and down and side to side –

Max didn’t know what she was doing, and just stayed still, letting her best friend get the practice that she wanted.

Eventually, though, Chloe huffed a little bit and pulled away.

Not much, but enough to speak again, at least.

Her hand stopped suffocating Max’s.

“N-no, you gotta like … push in, and… s-stuff. You can’t just … s-sit there.”

Her breathing was broken and shallow and rapid and –

Max didn’t know why, but she found it unbelievably compelling to see Chloe like this.

“P-push in … and stuff? I don’t know what … I don’t … I’m new to this, too, Chloe.”

Max’s own breathing was labored and she honestly didn’t even remember starting to breathe more rapidly.

Chloe just had that effect on her, apparently.

“Y-yeah … like … do what I do.”

Chloe’s hand broke away from Max’s, and slowly rode up her shoulder.

Max blinked.

It rested there, and Chloe made a frustrated sound.

“Dude. D-do what I do.”

Max blinked again.

“O-oh, right, u-um ---“

Max imitated Chloe’s hand movements and rode it up her side until it was at her shoulder.

Chloe sighed contently and closed her eyes.

Max closed hers.

Chloe’s hand came to Max’s cheek.

Max’s hand came up to Chloe’s cheek.

Chloe exhaled softly against Max’s nose.

Max exhaled softly against Chloe’s nose.

Chloe leaned in for another kiss.

Max leaned in for another kiss.

Chloe’s lips tasted even better this time, somehow.

Chloe’s hand made little gestures and patterns on Max’s cheek.

Max did her best to replicate it.

Whenever Chloe’s lips made a gesture or movement, Max tried her best to replicate it as well.

It certainly seemed to placate Chloe better, this time.

Max honestly lost track of time, and wasn’t even aware how much later it was when Chloe finally pulled away, entirely breathless and panting.

Max was breathless and dizzy, too.

Thankfully, she was laying down, and there was hardly any space for her to be a klutz.

Plus, Chloe was very nearly embracing her, and Max was very nearly embracing Chloe.

They acted like a rigid support structure for another, and the warmth was nice.

They didn’t have any words for another.

Max didn’t know what to say.

She just watched Chloe’s eyes dance emphatically, like they always did when Chloe was searching for something to say.

It didn’t usually take her this long, though.

Maybe kissing screwed your brain up.

Max couldn’t certainly think very well, right now.

Chloe’s face certainly had never been so red before.

“U-um… I uh…”

Chloe rarely sounded so broken and halting, either.

“D-don’t tell anyone.”

Max nodded, slowly.

“I-I wasn’t … gonna. I don’t want people … thinking … I like kissing.”

Despite her breathless, broken state, Chloe still grinned and distantly giggled.

“You are… such a baby dork… I swear …”

Max huffed, but.

Chloe moved her hand to behind Max’s head, and pushed her head down into Chloe’s collar bones and neck.

Max didn’t mind.

She melted into Chloe’s front, and lazily brought her hand down to tightly hug her.

They didn’t have any words.

Maybe they didn’t need any, anyway.

---

A lot of things can change in five years.

The rain always made Chloe pensive.

She looked out her window with a frown.

“Damnit.”

Max slowly came up behind her, and put a hand on her shoulder.

Chloe looked back with a frown, but did smile after looking at Max’s big dumb idiotic gaping face for a few seconds.

It was one of the things she didn’t know just how much she missed until it was gone.

“I guess we’re not breaking into Blackwell tonight?”

Chloe scoffed and just looked forward again.

“Not unless you like singing in the rain or somethin’, dude.”

Max went quiet.

Chloe went quiet.

Chloe didn’t know what to make of Max, anymore.

Chloe was pretty sure Max stopped caring about her a long time ago, but –

She was so concerned when they reunited.

She did everything she could to apologize and make up for it.

It was weird to think about.

But it wasn’t the only weird thing to think about, between them.

“So what are we going to do?”

Max spoke first, weirdly, and it kicked Chloe out of her thoughts.

Chloe turned around fully, and was frowning before she looked at Max’s face, again.

Chloe always liked looking down at Max, and the height difference only became more extreme as puberty hit Chloe like a truck and Max like a pillow.

Chloe just shrugged after a second or two of thinking, crossed her arms, and walked over to her bed.

The sheet was a little ways off from it, and one of her chairs were nearby the foot of her bed for some reason or another.

She blinked a few times.

Max followed behind her and carefully put a hand on her back.

Chloe almost jumped again, but instead, she just smiled.

With a slight blush, anyway.

“Hey Max …?”

Chloe kinda hated how wistful and distant her voice sounded.

She wanted to sound as badass she could around Max, these days.

Max hummed thoughtfully.

“You remember the time I pulled the sheets down and we made a blanket fort?”

Max hesitated.

“Chloe, I swear to god I didn’t tell anyone and ---“

Chloe exhaled, amused.

Max thought she was being accused for another crime, again.

Fuck she was cute.

Chloe turned around.

Max just stopped talking and her sentence trailed off, awkwardly.

She looked up to Chloe and quietly gaped her mouth.

“No, it’s not about that. I know you didn’t tell anyone, Max.”

Max blinked.

“O-oh.”

Chloe brought a hand up to Max’s shoulder, and rubbed meaningfully at it.

Max looked to Chloe’s hand, before back up to Chloe.

“I um. Need to tell you something about that, Max.”

Max blinked only about a million times.

“Uhhh. What?”

Chloe smiled, and closed her eyes.

Some part of her didn’t want to expose vulnerabilities like this to Max.

She didn’t want Max thinking she was as pathetic as she felt, sometimes.

It was much so much easier when her dad was alive and they were kids –

Chloe was older –

She was taller –

She was stronger –

But a lot can change in five years.

“There um. Wasn’t any boy I was practicing for.”

Max’s face visibly recoiled back in surprise and she kept on blinking.

“Wh … what?”

She was blushing, too.

Chloe wasn’t certain if Max really wanted to be her best friend again, after all of this time.

She had other friends now that she had more things in common with.

But she was so fucking cute, sometimes.

Chloe brought the hand from Max’s shoulder to her jawline.

Max’s breathing hitched way up and away and choked off any more of her words.

“I just wanted to kiss you.”

There was at least one way for her to figure out if Max really wanted to be what they were, before.

“Do you want to practice some more, Max?”

Max exhaled a shaky breath –

Chloe grinned toothily –

Max inexplicably got up on her tippy toes and pushed forward –

Chloe blinked –

They kissed.

They both closed her eyes and melted into one another.

Goddamn.

Max barely even hesitated.

She was such a badass, now.

Between trying to shoot Frank and her fucking goddamn magic time powers –

Chloe’s crush on Max hadn’t gotten any easier to deal with.

Chloe wasn’t even sure she could still call it a crush, but calling anything else put weird butterflies in her stomach and she didn’t want to think too much about that.

At least Chloe had the fucking practice to not recoil like a virgin from this shit Jesus Christ.

Max’s hand came up to Chloe’s cheek and –

Chloe felt like they were kids again.

Max imitated all of the moves she made.

Once again, they didn’t need words.

For a while, anyway.

Chloe eventually broke away from Max, and gripped at both of her hands.

Wordlessly, she started to walk and tug Max towards the edge of her room.

Max’s face was so totally consumed in blush holy shit –

Chloe’s probably was, too –

“Wh … where are … we going?”

Chloe grinned toothily, again, and continued to drag Max backwards to the exit to her room.

“There’s other things we can practice together, Max … like … taking a shower. You wanna?”

Chloe honestly didn’t know where the confidence came from for her to flirt so directly and openly with Max.

She could never do it with Rachel, or anyone else she’d been with.

Maybe it was the way Max stammered a response and looked away, blushing even more than before –

Maybe it was the way Max pushed herself forward to kiss at Chloe’s lips again –

Maybe it was the way Max gently whispered “yes”.

Maybe it was the way Chloe loved Max.

Maybe it didn’t matter.

Chloe stopped thinking about much anything at all when Max took off her top.