So this fanfic ended up being a little longer than I expected it to. It took me about a week to write this, and another week to proofread. So let me know how I did! I hope you enjoy.

Disclaimer: Life is Strange is owned by DontNod Entertainment

Max was in the junkyard, dizzy from the drug she was injected with. All her senses yelled for Chloe. She wanted to shout, but it took everything in her just to stay conscious. "Chloe…" She exhaled with all the strength in her body.

Chloe turned on her heel and raised her weapon to defend herself, but she wasn't fast enough. The sound of a gun and seeing the bullet lodge itself into the center of Chloe's head caused Max's heart to lurch.

'This isn't happening!' Her brain yelled. Her strength began to waiver and she lost the support of the arm she was leaning on. Tears had instantly begun to flow down her face, staining the ground below her, 'No! No! No! Fuck!'

She saw the shooter step past her and stood in front of the motionless woman. Max saw the assailant lift its gun again, followed by 2 loud bangs. Each time, Chloe's body twitched slightly from the impact. Max's heart shattered instantly. She instinctively reached her right hand out and-

"Chloe!"

Max jumped from her slumber, right hand extended, ready to rewind. Her breath was short and she could feel the cold sweat on her forehead form. She looked around, relaxing once she recognized the surroundings of her dorm room. Max felt her heart trying to beat out of her chest. She took a deep breath, and exhaled. She did so again, trying to get her nerves under control.

But it didn't seem to work; with each breath exhaled, Max was brought closer and closer to tears. She tried to hold them back, but it was futile. She held her eye lids shut tightly and her left hand gripped her sheets. Her body became rocked with shudders and small whimpers escaped from her throat.

This was becoming a common occurrence for her. Night after night, for almost 2 months, she would have a new nightmare that seemed all too real. And they all involved her best friend being killed or tortured. Every one of her dreams ended with her crying herself back to sleep- back into another nightmare.

Max reached for her phone, her body moving on auto-pilot. She fumbled with the password, getting her first 2 attempts wrong. She tapped the 'Contacts' tab and scrolled immediately to 'Chloe'. Max stared at the contact. Her finger hesitated above the green phone icon, frozen in place. What if her latest nightmare wasn't just that? What if Chloe had actually died and she passed out before she could rewind?

She forced herself to press the phone icon and pressed the phone to her ear. Each dial tone unanswered would do nothing but add fuel to the fire that was her hysteria.

'Please answer…' Max begged. She didn't care if she sounded a mess, or if she was able to make a coherent sentence to convey why she would call at 2:23 am. She just wanted Chloe to prove that she was alive. She just needed to hear her voice. To know that she was alive. Max could feel the tears well up as each moment passed without an answer.

The dial tone stopped and was replaced with an audible yawn. "You had better be sick or-"

"Chloe!" Max nearly shouted. She lowered her voice, but her lowered volume did nothing for her clarity. Hearing her best friends voice was exactly what she needed. Even if hearing it made her bawl harder.

"You're okay!" Max said, "I *sniff* I'm so sorry for calling so-"

She could hear the rustling and creaking of a bed from the other end of her phone. "Max what's wrong?!" Gone was the annoyed tone and in its place was panic. Max was always the more composed of the 2. So hearing her on the edge of delirium made her heart drop into her stomach.

Max couldn't manage to form a sentence. She was too busy trying to make sure she didn't wake anyone on her floor with her sobbing. But it was hard to stay calm. That nightmare of the night in American Rust had plagued her for so long. But it didn't matter because it was just a nightmare. Chloe was alive! She had managed to save her! This train of thought brought on a new wave of sobbing.

She heard more rustling. "Max, where are you?" Fear had found its way into the punks voice. "I'm coming to get you."

"N-no." Max finally managed to somewhat compose herself from her sobbing fit. The tears were still there but the lump in her throat had dissipated enough so that she could speak and breathe. She sniffled. Taking in a few deep breaths, she continued, "Don't. I'm okay now."

"Fuck that." Chloe replied. Max heard the faint jingling of keys from the other end. "I'm leaving my house now. Are you at your dorm?"

"Yeah but...Chloe, please." Max replied weakly. She inhaled a sharp breath, before releasing it in a shudder. She wiped her eyes with her spare hand. "I'm okay now. Really. I…" Max paused. She could hear heavy footsteps from Chloe's end. It sounded like she was running down her flight of stairs.

"You what? Just tell me what the fuck is wrong?!" Chloe almost shouted, flinching at the tone it took. She sounded angry, when she was instead hella fucking scared.

The sudden dead silence from the Max's end of the phone did nothing to quell her fears. "Max?!" Chloe yelled.

"I just had a nightmare." Max finally continued, "And I just… really needed to hear your voice." The silence was back, but soon broken by Max again, "Thanks for answering. I'm sorry for waking you up."

Chloe didn't know what to say. She was never good with these types of situations. She was always the emotional one that needed to be talked down and comforted. She never had to deal with an emotional Maxine.

"Don't apologize." Chloe cooed while opening and closing the front door of her house, locking it behind her. "I'm on my way to Blackwell right now." Before Max could interrupt her, Chloe spoke again, "And I swear to God if you tell me to stay home, I will punch you. I don't want you to be alone right now." Max sniffed again, feeling bad for making her friend worry so much. Chloe sounded like this was life or death, when it was anything but.

She heard the sound of a car door creak loudly before a loud slam."I have to hang up now, but I'll be there in 10 minutes." The roar of an engine rung from Chloe's car. "Okay? I'll let you know when I'm there."

"Okay." Max said, trying to sound defeated and failing. Happiness had smuggled itself into her voice and a smile started to form. Maybe a small part of her did want Chloe to come for her. It had been too long since their last sleep over. She just wished that it was under better conditions.

"Alright." Chloe sighed. Adrenaline was pumping threw Chloe's veins. She was wide awake now. "See ya soon." She backed out of the driveway and zoomed off down the road. Fuck the speed limit- Max needed her, now!

When Chloe had got to the Girls Dormitory, she was met with a hug that almost knocked her off her feet. Max buried her face into Chloe's chest and squeezed her close. Chloe could tell that Max had started to tear up judging from the wetness she felt accumulating on her shirt. Chloe held Max for a few seconds, before gently ending the hug and holding her at arms length. Her stern blue eyes staring into tear ridden ones.

"Is everything all right? You're not hurt are you? I swear on all that is holy if someone-"

"I'm fine Chloe...I promise." Max giggled. It was no secret to her that Chloe was uber protective of her 'Amazing Spider-Max'. She had threaten anyone that looked at her the wrong way.

"Fine my ass! Look at ya!" Chloe's hand reached up and cupped Max's cheeks. "It looks like you've been crying all night. Now tell me what's actually wrong. Now."

Max rolled her eyes. "You sound like my mom." She chuckled lowly to herself, before she removed Chloe's hand from her cheek and stared at it. "I promise I'll tell you everything, but can we just get out of here?"

Chloe contemplated continuing her pursuit for answers, but figured that Max's idea was best. There would be consequences if they both got caught now:

Max could lose her scholarship.

And Chloe is technically trespassing, which she could be arrested for.

"Good idea." Chloe said, dropping her other hand from Max's cheek. She turned to walk towards the parking lot, Max following behind her.

The car ride back to the Price household was silent- Chloe focused on the road, but stole glances of Max. Max had her head against the window, her shoulders rising and falling faintly.

Chloe wondered why Max had called her out of the blue like she did. It was almost 3 am, so she understood her being as tired as she appeared. But Chloe still didn't have the answers to the question that the impromptu phone call raised. She knew the nightmare jump started it, but it had to be one helluva nightmare to leave Max in such a stupor. She laughed at most horror movies that had Chloe checking her closet for weeks!

Once Chloe pulled into the driveway of her home, Max stirred and rubbed her eyes. She tried to play it off, but it had been too late to hide it.

"Enjoy your nap?" Chloe, raising a knowing brow, teased with a smirk.

"I wasn't asleep." Max yawned.

"Suuure." Chloe killed the engine. "Come on. Before my warden wakes up and drills us with questions."

The two women navigated the dark house until they reached Chloe's room. Chloe carefully made her way to her desk, flicking the desk lamp on. She turned back to Max, who was just now entering the room and shutting the door behind her. In the new light, Chloe noted how run down Max looked:

Her eyes were struggling to stay open and her hair went every which way. The bags under her eyes were a clear indicator that Max wasn't getting the proper amount of sleep. And then there was the mismatched socks.

How long have this been happening without Max telling her?

Chloe wanted to ask what was wrong. She wanted to continue her earlier interrogation. Everything in her body wanted her to do so.

But she instead suggested Max get ready for bed, which was met with a weak protest. Chloe insisted and said they would hang out all day so they had plenty of time to talk, but Max had to get some rest first. Max, finally agreeing to go to bed, discarded her pants and jacket. She slowly crawled into Chloe's bed.

While Max was changing, Chloe took a seat at her desk. She fumbled threw discarded sheets of paper and books on time travel for her emergency stash of weed. Although everything was okay in the moment, her nerves still were on edge.

"Hey Che?" Chloe had to turn when Max called out.

Max had the blanket up to her neck- only her head was visible. The light from the desk lamp didn't extend far enough to completely envelope Max in light. But it reached far enough that Chloe could see that she was settled in the middle of the bed.

They held eye contact for a couple seconds, neither one finding the words they wanted to say at the moment.

Max took in the sight of her blue haired friend. Being with her here, Max felt safe. Something she hasn't felt for almost 2 months. She saw Chloe begin to worry. "What's the matter Maximus? Do you need something?"

Max beamed at her, her eyes crinkling. "Thanks for being there for me tonight. And sorry, again, for waking you up." She yawned again. "And for stealing your bed."

Chloe rolled her eyes and stood from her desk. She took a step and sat at the side of the bed and placed a hand on Max's cheek, wiping a leftover tear away with her thumb. Max turned her head into the touch, Chloe's warmth sinking into her.

"Stop apologizing." Chloe scolded playfully.

Max's eyes begin to drop, falling to the rhythm of Chloe's thumb stroking her cheek. Chloe smiled at the sight of her friend fighting off sleep. After Max's eye lids lowered completely, she heard the steady breathing fill the air.

"Max?" Chloe whispered, carefully taking her hand away from Max's cheek. The lack of warmth caused Max to groan lowly, but she appeared to still be content. The steady breathing gave that away. Chloe stood and sat at her desk again. She continued shuffling threw some papers, finding her joint she had placed before. She lifted it to her lips and grabbed her lighter.

With a flick of her thumb, Chloe's lighter sparked to life. She held the flame into the end of the joint and inhaled, catching the paper and the substance inside of it on fire. She exhaled a puff of smoke, instantly feeling a buzz in her head. It had been far too long since her last smoke. She missed the soothing burn in the back of her throat. Cigarettes didn't calm her nerves like good ol' Mary Jane did.

Chloe had been going through tough times over the past few months, too. She was still grieving the death of Rachael Amber. She was angry that Rachael lied to her about Frank- If she lied about that, then what else did she lie to her about? Did she even care about her? Chloe always believed that she would get her answers after finding her. But finding her corpse...

Now she had to deal with all the pent up emotions she had. Hate, confusion, love, sadness- what was she supposed to do with these leftover feelings?

Max understood completely and gave Chloe her space. She appreciated it, but promised that they would continue to hang out. Being with Max eased the pain of her loss and allowed for a distraction from how shitty her life was. As corny as it sounded, she loved hearing Max gush about photography stuff. Chloe didn't understand a lot of it, but seeing Max excited made her excited. It was one of the few times she didn't feel numb.

It was because of Max that Chloe was able to push herself out of bed after they dealt with the storm. She owed so much to her best friend that she didn't know how or when she would repay her. She didn't deserve Max's kindness.

There were times when Chloe would denounce her, blaming Max for everything. She would say things that she didn't mean and get herself so riled up that she only saw red. She had told her that she hated her, that she would never be Rachael. She told her to run back to Seattle and never come back, to never contact her ever again. She told her that she wished that she never saw her again.

But Max was an angel. Her angel. She forgave Chloe for lashing out when Chloe would never forgive herself. She held Chloe when she was a shaking, sobbing, mess on her bedroom floor. Max understood her and accepted all her faults without question or hesitation.

"We'll get through this. Together." She said every time.

Chloe never found the opportunity to show her friend exactly how much it all meant to her. She had offered Max an ear to vent to and a shoulder to cry on whenever, but Max never took her up. Chloe wasn't surprised. Max had a tight lid on her emotions and was a tough chick, despite the aura of the hippie geek she radiated.

But tonight had scared her. She had been concerned about the mental well being of her friend for awhile. Not a lot of people would be able to keep themselves together as well as Max had after going through what she did. Max said that she told her everything, but Chloe knew better. Max kept all the heavy stuff to herself so Chloe wouldn't worry about her as much.

But this night was the night that the dam broke and everything came pouring out.

Chloe heard a whimper from behind her, snapping her from her thoughts. Putting out her blunt, she turned to see Max's face contorted, brows furrowed. She had the blanket in a death grip with her left hand, her right hand twitching like a sleeping dog. She was whispering something to herself. Chloe strained her ears to listen.

"Please…don't do this…"

"I'm sorry…"

Max's tone was of a broke woman. She sounded as if she was begging for her life. Whatever she was seeing, it scared her. And Chloe had known almost nothing to scare her friend.

"Chloe…"

Max sounded almost on the verge of tears. Chloe leaned forward in her chair as the whimpers and groans became almost frantic.

"Don't...die...please..."

"Don't leave...me..."

Chloe stood and sat at the edge of the bed. She wiped away a tear with the back of her finger. "Don't worry,"Chloe whispered to the sleeping Max. "I'm right here. I won't leave you"

Chloe saw Max's troubled face ease into a smile. Max's hand reached up from the covers and lazily gripped Chloe's hand. She murmured Chloe's name and scooted closer. Chloe responded by giving Max's hand a light squeeze.

She knew that if he was to leave her side again, the nightmares would come back. But as long as she was near, she could ward off her bad dreams.

Chloe swung her legs over onto the bed and swung her arm around her best friend. Max responded to the new presence by moving her hand to lay at the opposite side of Chloe, holding her close. Max moved her head to rest just above Chloe's bosom. She hummed, content at the new warmth she had received from her new teddy bear.

Chloe watched each movement with a careful eye. She didn't want to wake Max. She needed her rest and waking her would most likely lead to a crabby Maxie.

'I'm hella gonna remember that nick name.' She thought.

Getting comfortable herself, Chloe grabbed her beanie and flung it from her head. She didn't care where it landed, to be honest, and she didn't care enough about the lamp to get back up to turn it off. It was pushing on 3 am, and Chloe needed her sleep just as much as Max did. Falling into the rhythm of Max's breathing, Chloe's eyes dipped and she nodded off as well.

The two girls, tangled together, slept soundly for the rest of the night. No disturbances, no tears, and no nightmares. Only the understanding that no matter what, they had each other's backs.

A/N: Thanks for reading! This is a bit longer than I usually write, but I think it came out okay. Let me know what you think! Leave a review! It is more life energy ^^