My first Life is Strange fic was originally going to be much more light hearted, but when I sat down to put thoughts into words it just didn't turn out that way. That idea may be revisited in future. This however is set just after episode 3.

What If

"Goodbye William." Max murmured, watching the father of her best friend, a man she had admired and mourned in equal parts walk out the front door to his death. A good man who loved his family, doomed to die from a car accident that Max allows because she is terrified of the alternative.

Just like before, as soon as William exits the door Max is blinded by light and feels herself falling, only to awaken moments later in a daze. Blinking slowly, Max is dimly aware of being in her dorm room, still clutching the picture of her younger self leaning happily against Chloe.

Letting the picture slip through her fingers, Max shakily stood up and wandered over to the window. Resting her head against the glass pane, Max felt her eyes begin to water, and made no effort to wipe away the tears when they started dripping down her face.

She couldn't do it. When she saw Chloe in that wheelchair, a piece of Max shattered. It didn't matter that Arcadia Bay seemed a better place- that Victoria and Nathan seemed to be mellower, that Warren got the girl, that the town looked more prosperous, that David Madsen was somewhere he deserved. It didn't even matter that William was alive.

Chloe mattered. Her Chloe. The blue haired punk who loved to thrash and hang out in junkyards. Who had burst back into Max's life only a few days ago but felt like she had never left.

They had parted last with bitterness and unspoken words. Chloe was so despondent, her once bright smile lost because of the trails in life she had faced. Max had seen that smile in this alternative Universe. Despite being in a wheelchair, Chloe seemed so... happy. Content even.

Max sobbed at the implication that she was sacrificing the happiness of so many others to return to the world she knew. For a moment she considered reversing time again to return to that world, but as she mustered the energy to walk back to the fallen photo, her legs failed, and she slid down the wall instead.

I might not be a murderer, but I may as well have signed William's death sentence.

Loud music and excited voices penetrated the fog that was settling around Max's mind, and she became aware of the noise being generated from across the hallway. Kate's room was still empty after her suicide attempt, which left only Victoria's room as the candidate for the disturbance.

Getting up, Max opening her door slightly and peered through the gap to see Taylor and Courtney both laughing as they entered Victoria's room, the sound of dance music increasing before they shut the door behind them.

Unbelievable. They act like the incident with Kate never happened.

Knowing the three were unlikely to be quiet anytime soon, Max had a sudden urge to flee, to be as far away from human company as possible. She knew the chances of getting any peace were limited, since the break-in at the pool, security patrols had been introduced around the campus to dissuade any potential trouble makers, even though it was still early in the evening outside. Not feeling like sneaking around, Max decided to make use of the Blackwell keys that Chloe had lifted from David to find somewhere calm. Chloe hadn't gotten the chance to return them yet, and paranoid at the thought of David finding the keys in her room had instead stashed them with Max to hide at a later date.

Their adventure into the pool seemed like a lifetime ago now. They had so much fun unwinding and Max had to admit the thrill of doing something they shouldn't was definitely a contributing factor.

But that was before Max did what she did. Things would never be the same again.

Everywhere Max went there were people, noise, people, noise and then more people. It felt like the whole campus was out and about. Suddenly feeling overwhelmed, Max backed up and paused when she saw the door that led to the roof, the place where her powers had saved Kate. It didn't stop the memories of hearing Kate's body hit the ground, or remembering the pure desperation as she tried to talk the shy girl down from the ledge. People called her a hero, but Max just felt sick when thinking about it.

Shaking off the feeling, Max glanced around before opening the door using David's keys and started climbing the stairs. Reaching the top she stepped through onto the roof and took a moment to appreciate the solitude before sitting down with her back leaning against the ledge.

Deep down Max knew she was broken. The things she had seen chipping away at her sanity until the only thing to do was either get angry or curl up into a ball and cry; and Max rarely got angry.

That's Chloe. Max thought it with a slight smile, before it quickly disappeared at feeling how isolated she was. Max knew she could call on a number of people to talk to, but none would understand. No one but Chloe.

And now I can't bear to even think about her without it causing pain.

Too tired to cry, Max rested her head against the concrete ledge, and closed her eyes, not caring in the slightest that curfew would be starting soon, and allowed herself to drift off into a dreamless sleep.

Opening her eyes Max realized she had been asleep for hours, and fished out her phone to look at the time. Seeing it was past 1am Max stood up and looked at the spot where Kate had sought an escape from her troubles. Before she knew what she was doing Max stepped onto the ledge and stared off into the distance, lost in memories. It was so beautiful up here, and Max lamented that she had left her camera back in the dorm.

Hearing the whine of metal hinges squeaking behind her, Max froze in place as she heard the door open.

"Max, what are you doing?"

Slumping her shoulders with relief, Max sat down on the ledge, feet resting off the edge before turning her head slightly to address the intruder.

"Che..."

Too relieved to remember Chloe was a painful memory, Max patted the space next to her as an invitation.

"How did you get up here? I thought the building would be locked."

"Turns out Step-Douche had a spare set. Paranoid bastard probably had the original ones copied."

Silence fell over the two girls. Max noted that Chloe didn't take her invitation to sit next to her, and instead had come to a stop a couple of yards away.

"Max you weren't thinking of, you know..." Chloe trailed off, a desperate undertone to her voice.

Max shook her head and turned around to look at Chloe, who was wringing her hands. "No. Never. I just... needed time to myself to think about things kay?"

"This isn't about all the crap I threw at you earlier is it? Shit, you know I run my mouth off sometimes. I didn't mean any of it." Chloe shuffled in place. "I came here to say sorry, I was an ass and you didn't deserve my bullshit. Was gonna wait outside your dorm and text you until I saw you were busy being a Blackwell ninja again." Chloe said with a small grin before it dissolved into pleading eyes.

Max paused. It would be so easy to lie and claim that was the reason she was up here. That simple teenage drama and words had forced her to hide away. It would be so much simpler that way. They could both apologize and Max could pretend nothing happened and hope one day she wouldn't look in the mirror and despise what she saw.

Maybe she was weak, but Max knew that was never an option. Instead she moved from the ledge and resumed her earlier sitting position, head resting against the cold concrete.

"Chloe, there's something I really need to tell you..."

She told her everything. Starting with the picture, to reversing time to that exact point where they both saw William for the last time. She told her about hiding William's keys so he survived and the consequences it caused. Of being a Vortex member. Of what she saw after.

"You were in a wheelchair Chloe, paralyzed from the neck down. But William was alive and you looked happy. You couldn't talk, so I talked instead. Stupid little things about Blackwell, Kate, everything that had happened with you." Seeing that Chloe was beginning to pace, Max swallowed the bile threatening to escape her throat and continued, her voice dry after talking for what felt like hours. "I came back to my dorm and was surrounded by things that weren't mine. Fancy clothes, an expensive camera, and pictures of a Max Caulfield that just weren't me."

Pausing for a moment to compose herself, Max pushed on, desperate to rid herself of the empty feeling in her chest. "I was going crazy. I didn't belong here; everything was just so fucked up. So I found the picture that started it all and I..." Max's voice hitched "I went back and didn't hide William's keys. I let him go out that door, knowing he would die." Tears now streaming down her face, Max buried her head in her hands and cried. Cried for herself, for William, but mostly for Chloe.

After minutes of silence, Max looked up to see a distraught expression on Chloe's face. She was staring at the ground, tears of her own forming.

"Please say something..." Max begged.

Chloe stays silent before backing up closer to the door and turning around to rest her hand on the handle.

"Don't go...please." Max desperately called after her, almost hysterical.

Chloe paused before looking over her shoulder to look at Max crumpled in a heap.

"Please..."

Running a hand underneath her beanie and through her blue hair, Chloe sighed and stepped away from the door before settling down next to Max, who nearly cried out in relief.

"Sorry Max, you just dropped an atom bomb on me there. I needed some space." Chloe said apologetically, staring straight ahead.

Max nodded, not caring that Chloe couldn't see it. The two stayed like that until Chloe broke the silence. "I dunno, you literally just saw my Dad alive, and tell me about this fucked up Arcadia Bay where I'm crippled. I mean Dad's alive I guess, that's good..."

"I can go back again and change it if you want." Max said, feeling sick to her stomach. She would go through a lifetime of unhappiness if it meant Chloe would prefer it the other way.

"Let me finish silly." Chloe said, shaking her head. "That wasn't me Max, you have to understand that. That other Chloe, she might have been happy, but that's what she was used to. I'm used to THIS." Gesturing at herself and Max "This is what I am. And I might bitch that things could be better, but I'm thinking about now, not before. That other Chloe isn't me. This is me. Warts and all."

Max let out a strangled laugh "You don't have warts Che, your skin is far too perfect for that."

"Perfect skin huh?" Chloe grinned slyly, looking through the corner of the eye as Max flushed red. The tears had stopped, and a bashful look had replaced the guiltily one moments earlier.

The look on Max's face quickly faded as her eyes turned downwards again. "I'm so tired Chloe. So tired of seeing people die."

"How many times?" Asked Chloe, a serious look on her face as she turned her head to look at Max properly.

"I told you about the first time when I saw Nathan shoot you." Max said, and continued at Chloe's nod "I saw Kate jump to her death twice before I could reach her. I can still hear the noise she makes when she hits the floor every time I close my eyes." Max's voice dropped quieter "When we were in the junkyard you shot the car bumper and it hit you in the chest." At Chloe's apprehensive face Max pushed on, had to push on. "On the train tracks. I only managed to help you escape on the third attempt. I still hear your screams when the train hits you all the time Che..."

Chloe sat there dumbfounded. This petite girl had seen so much and bottled it all up while Chloe did nothing but complain about everything and everyone. Suddenly feeling unworthy of calling this girl a friend, Chloe wrapped her arms around Max's shoulders and pulled her in for a hug.

"I'm broken Che." Max whispered, burying her face in Chloe's neck. "I just want it to stop..."

"I know Max, I know." Chloe murmured back, resting her chin on top of Max's head. They stayed like that for some time before Chloe slowly got up, dragging Max with her. "Come on Super-Max, let's head inside. That cute ass of yours must be freezing."

Nodding slowly, Max allowed Chloe to lead them back to the dorm rooms with Chloe holding her the entire way. Feeling blessedly numb, the two paused as Max opened the door to her room while Chloe played with her beanie.

"Okay, this is your stop Maximus. I'll see ya la- umpf!"Max interrupted the taller girl by flying into a hug.

"Stay here with me tonight."

Glancing at the bed, Chloe raised an eyebrow at the brunette. "Bit of a squeeze Max, that ain't a big bed even with your tiny butt."

Ignoring the comment, Max pulled Chloe into the room and closed the door. She quickly stripped off her clothes and tossed them in the corner of the room. Usually she would take the time to carefully hang up everything but Max didn't have the patience tonight. Turning back to face Chloe who was carefully looking anywhere but at her, Max padded over to the bed and slide under the covers. Chloe stood there awkwardly before Max broke the standoff with a quick "Well?"

Slowly pulling the tank top over her head and tossing it to the floor with her beanie and jeans, Chloe followed Max into the small bed. She realized with dismay that there was no way to avoid touching the smaller girl. Lying down with her front to Max's back, Chloe rested her arms by her side with her legs lightly grazing Max's.

Flushing at how close the two were, Chloe almost groaned as Max snuggled in closer so the two were spooning. Chloe thanked whatever higher power there was that she wasn't a guy, as her arousal would have become even more obvious.

Chloe became ultra aware of the other girl's movements as she shifted around to look Chloe in the eye despite her own fluttering shut due to exhaustion. Chloe's heart seemed to stop as Max leaned in closer still and pressed a soft kiss to her lips.

"Thank you for everything Che..." Max trailed off, resting her head on Chloe's shoulder.

Her heartbeat now thumping in her chest, Chloe gaped at her best friend. Listening to Max's breathing Chloe realized that Max had fallen asleep. Half disappointed and the other half elated, Chloe kissed Max's forehead before squeezing her eyes shut, praying that her heart would calm down enough to catch some sleep.

"So fuckin hardcore."