Another entry for my Pricefield series. I originally wanted this to be posted by last Wednesday, but things didn't work out as planned. Curse you writer's block!

I noticed that my last two stories had been largely from Chloe's perspective. So I wanted to try writing from Max's for a change. Hopefully this came out okay.

I thought Nightmares would be garbage, but it has done SOOOO much better than I ever thought it would. (BTW THANK YOU EVERYONE FOR THE LIKES AND SUPPORT! You're what's keeping me going! XDDD) So hopefully how I feel about this one turns out to just be me being self-conscious again!

Enough introductions! I hope you enjoy :D

(And sorry in advance for any OOC!)

-oo oo-

Max loved Chloe. But she wasn't in love with her. She didn't understand how anyone would think that she would have feelings for her.

Yes, Chloe was beautiful. She always knew what to wear and always rocked everything she wore with so much confidence. Max could only wish she was as bold as her.

And the way she smiles, eyes wide and shining their blue brilliance is enough to make anyone swoon.

And the way her nose wrinkles when she's pouting is just the most adorable thing in the world.

Not to mention her blue hair. Not a lot of people could pull something like that off, but Chloe manages to make it look easy. Max even considered trying it.

And it should go without saying how infectious her laugh is.

But just because she noticed her on a physical level didn't mean that she was in love. No. They were best friends.

Why couldn't anyone else see that?

-oo oo-

Max scrubbed the syrup off of the plate. The rubber gloves she wore did nothing to block the hot water she used to clean.

She woke up earlier than Chloe and ambled her way to the kitchen, the mouthwatering smell of breakfast her only guide. When she arrived, Joyce had just finished cooking up a small stack of pancakes and greeted Max with a smile.

"I was just about to come wake you and Chloe up." Joyce reached for the plate she had set off to the side. "Take a seat at the table and I'll have your breakfast ready in a jiff."

After finishing her delicious breakfast, Max insisted on cleaning up after herself. Joyce protested a little, but she ultimately gave in to Max's request. Max even cleaned the skillets used to cook breakfast.

"I can't thank you enough for helping out with the dishes, Max." Joyce said from the table in the dining room. "Working fourteen to twenty hour shifts every day sure takes its toll."

"It's the least I can do." Max placed the plate in the drying rack. "You let me mooch off of you and Chloe so often that I should be paying you guys something." Max had been spending more and more time at the Price household. It had gotten to the point that if she wasn't in class, she was hanging out with Chloe at her house or the Two Whales. She had even started to keep some of her clothes in Chloe's closet. It was surreal to see her clothes next to Rachael Amber's.

"You just keep Chloe on the right track, and we'll be square."

Max saw the opportunity and had to take it. "We'll be hella square." Max giggled when she heard Joyce groan.

"Don't you start usin' that word now. I hear it enough from Chloe." Max heard Joyce's voice coming closer and closer. Max turned her head to see the older woman now standing a few feet from her, her left hand on her hip and a smirk on her face. "If you start saying it, I'm gonna go 'hella' crazy."

Max could only smile. Joyce was like a second mother to her- she had known Max and her family for as long as Max could remember. And since Max was away from her parents, Joyce silently took up the role of guardian. Not like it was uncharted territory for her. There were days where Max would have a lunch packed for school with her name on a brown bag in Joyce's handwriting. She was awesome.

"Done with the dishes already?" Joyce took a step forward, leaning towards the sink to see only soapy water. All the utensils used for breakfast were already drying in the drying rack. "Maybe we should hire you down at the diner. Could always use another waitress," Joyce chuckled. "Or at least a dishwasher that doesn't break down."

"I would love to," Max started "But I really want to focus on school right now. Maybe once I'm on break…" She trailed off with an upward spike, taking off her gloves.

Joyce smiled and gave Max a thumbs up while saying, "You got it, kid. I'll keep a position open for you."

"You can do that?" Max was confused. Joyce was a waitress. She had the most seniority at the diner, true. But to have the kind of pull...

Joyce rolled her eyes and gave Max a closed mouth smile. "Honey, when you work as many shifts as long as I have, for as long as I have, you get certain perks." Joyce began to put some of the dishes from the drying rack away into the cabinet. "I practically run the place."

"Wowzers." Max said in astonishment."You're such a boss."

"And that is why I keep you around." Joyce loved Max. She always knew what to say to make her feel important. "That, and the fact you're the only thing that can get Chloe to actually smile these days."

"What do you mean?" Max asked.

"C'mon Max, don't tell me you haven't noticed." Joyce turned to Max and placed a single hand on the counter. "Chloe has been depressed for a long, long time." She sighed. "And finding out about Rachael didn't help any."

"It's hell just getting her to get out of bed in the morning." Joyce continued. "She won't eat, she won't talk about it, and the smallest thing would set her off on a tangent." Joyce paused for a second, turning to Max.

"But every time you call, text, or come over, she will light up like Christmas lights." Joyce gave Max a knowing smile. "You're all she ever talks about these days, too. You should see her." There was a lightness in Joyce's voice. Max could hear how happy she was. "Max did this, Max did that," Joyce did her best to imitate Chloe, which Max had to admit was pretty spot on. The two women both shared a small laugh before Joyce finished. "It's the only time when I'm not worried about her."

A comfortable silence fell around them. Max couldn't help the smile that fought its way to the surface. She had always wondered if her efforts to make sure her best friend was in good spirits were in vain. Sometimes she thought Chloe put on an act just to not worry her. Max went out of her way to spend more time with Chloe. And on the days they couldn't be together, Max would fall asleep talking to Chloe on speaker phone at night. It was good to hear that not only was she actually helping Chloe, but Joyce too.

"Max." Max looked up at Joyce, her thoughts broken when the older woman called for her. Joyce's light tone and expression were replaced with a more serious one. "Do you like Chloe?"

"Of course I do." Max quirked an eyebrow at the weird question. "She's my best friend."

"I know she is Max, I know. But," Joyce's expression eased up, her tone delicate. "But do you like her as something more than a friend?"

"What do you mean?" Of course Max knew what Joyce was talking about. She wasn't stupid by any definition of the word. But that was the only response she could drum up.

"You can drop the act, kid." Joyce never did beat around the bush. She was blunt. Another thing Chloe inherited from her. "Believe it or not I was your age once." Joyce looked out the window. Although she was currently in the kitchen with Max, her mind was back in time. "I know what it's like to be in love. And how scary it could be." Joyce paused. "Especially if you're in love with your best friend."

"Me- in love with Chloe? That's a good one." Max fiddled with her fingers. Her voice came across small and almost as if she was talking to herself. "We're best friends. I don't even think Chloe sees me like that."

"Oh yes," Max picked up the familiar scent of sarcasm in Joyce's voice "You two are just gals being pals, right? I can't tell you how many times my best friend sneaked out of their house in the middle of the night to get me. And then hold me all night long." Joyce rolled her eyes. "I know you two, Max Caulfield. I've watched you grow up alongside Chloe. Do you think she would do something like that for anyone that wasn't you?"

Max was silent. She found it hard to maintain eye contact under her gaze. "We're best friends. That's all…" Max realized how much of a broken record she was beginning to sound like. But that was all she could say. All she could rationalize.

"Best friends don't look at each other like you two do." Joyce placed a hand on Max's shoulder. She crouched slightly so she was at eye level with her. "The way you look at Chloe- and the way Chloe looks at you," Joyce paused for a second. Max noticed a slight spike in her voice. She also noticed that Joyce's eyes began to get misty, but Joyce made no attempts to hide it.

"It's exactly the same way William used to look at me."

Max was speechless for once. She turned her gaze away from Joyce and stared at the tiles of the kitchen floor.

'I'm not in love with Chloe…'

-oo oo-

"Happy Birthday!"

Max stared at the cake that was in front of her. Rectangular with chocolate frosting covering the entirety of the cake. 'Happy Birthday Hippie' was in the center, written sloppily with vanilla frosting. A simple camera drawn in the same vanilla frosting was below the birthday message.

Max stared at the cake infront of her. Her brows were furrowed with confusion. "Uh...Chloe?" She looked up to Chloe, raising an eyebrow. "My birthday was two weeks ago. You gave me William's camera, remember?"

"Yeah I know." Chloe shrugged. "But I remembered that you never got a cake." Chloe grinned, flashing her teeth. "And no birthday is complete without a cake!"

Max looked from Chloe, to the two layered cake. It was true that she never had a cake, but amidst everything that had happened she didn't even think about it. To be honest, she didn't care for one. It wasn't like she was a kid anymore.

And yet, she couldn't hide her delight. Once it all began to set in, her eyes widen and her smile stretched from ear to ear.

"This is the part where we sing and shit. But," Chloe chuckled nervously and slid her right hand threw her hair, stopping at the back of her neck. "I kind of forgot to buy some candles. Oops!"

Max snorted. "Way to go, genius."

"Bite me Caulfield." Chloe retorted and stuck her tongue out. "Now stop delaying! Let's cut this bitch and chow down" Chloe handed Max a knife from the drawer. "Tonight. We dine. In hell!"

"You mean at home, right?"

"What's the difference?"

Max rolled her eyes and stuck the knife in the cake, cutting herself a corner piece. She carefully placed it on a plate that was set aside. She handed Chloe the knife and she cut herself a hefty piece. Definitely a bigger piece than what Max took.

"Aren't I'm supposed to have the biggest piece?" Max stuck a fork into her cake slice and ate a bite. It was really good! The cake was moist and, if she wasn't mistaken, there was a thin layer of pudding between the cakes.

"Not my fault you took a hella small chunk." Chloe did the same, although taking a mouthful of her piece. She chewed for a bit before going for the fridge. She muffled something out about milk. Maybe if she swallowed the cake before the chugging milk from the carton, Max would be able to understand.

Max needed this. She really did. She was still shaken up about the events from a few weeks ago. She knew Chloe was still grieving and in shock about the events that they, somehow, survived. Who wouldn't be?

But Chloe doing this for her was a nice distraction. It was obvious that Chloe had baked this cake herself. From the icing being uneven at certain spots, to the message being vaguely in her handwriting. It meant a lot to Max. It was something they both could share and attempt to forget.

"Thanks Chloe." The phrase slipped from Max's throat by itself.

Chloe looked over, mouth absolutely filled to the brim with cake and milk. Her puffed cheeks, wide eyes, and the sliver of milk that trailed from the corner of her mouth. She blinked once and muffled a reply, which earned her a laugh from Max.

"Chew your food. I don't want to have to rewind to stop you from choking."

Chloe responded by flipping her off.

-oo oo-

Max did her best to not talk about her other friends around Kate. Especially Chloe. Their tea times are sacred. It was the time where they could just sit down and discuss what's been going on with them. It just so happened that a lot of what's been happening with Max dealt with Chloe. And Max was starting to regret ever bringing up her best friend.

Not because she's embarrassed of Chloe. Chloe was fuckin' awesome! It was Kate that was the problem... kind of.

Whenever Max brought up Chloe, Kate would get a specific kind of smile that Max had never seen Kate adorn. It was akin to a smile that someone would get when they know something that no one else knows. It was mischievous, and Max never saw Kate give that expression to anyone but her. It got to the point where Max had to know what was up.

"Okay, explain the smile." Max finally demanded after her latest story of the adventures of Captain Chloe and First-mate Max.

"What do you mean, Max?" If it was anyone else, Max would instantly pick up the sarcasm. But sarcasm was a foreign art to Kate Marsh.

"Every time I talk about Chloe, you get this look on your face." Max pointed at her and chuckled when she saw the smile begin to appear on Kate's face. "There it is!"

"I assure you, I have no idea what you mean." Kate chuckled. Max rolled her eyes at her before taking a sip from her tea.

"Don't play innocent with me, Kate Marsh." Max placed her tea back on the table. "I know you're hella devious."

"Hella?" The smile was back on Kate's face. "Did you pick that up from Chloe?" She took a sip from her tea without breaking eye contact.

"Maybe. Maybe not." Although Max was enjoying their playful banter, she still had an agenda. "You're going to tell me what's with that smile you get every time I bring up Chloe?"

"If you really must know-"

"Which I do."

"I'm just happy for you."

Max was taken back by what her good friend said. "You're happy for me? For what?"

Kate giggled lowly, taking another sip of tea. "Oh Max," Kate placed her tea back on its plate and leaned forward to grab Max's hands. "You're in love."

Max did her best to ignore the sudden hiccup in her heart beat.

'Great. Not you too, Kate.' Max thought with a mental groan. First, Warren. Then somehow Dana found out about Chloe. And Juliet had been trying to interview her out of no where, so she obviously knew. And now Kate?

"Kate, I'm not in love." Max began to wonder if Kate's room was always this hot, or if her AC just decided to stop working.

"Max Caulfield." Kate chided. "It's okay to admit it. I can tell just from the way you look at her." Kate giggled when Max rolled her eyes. "I know it sounds cheesy, but it's true. It's like the way Warren used to look at you. And the way Brooke looks at Warren. And the way Victoria looks at her mirror." Kate winked at the last one.

"Oh shut up!" Max playfully pushed Kate, laughing at the last comment. "I'm not in love with Chloe Price."

-oo oo-

Max and Chloe had a fight.

It's been 3 hours since they both threw words at each other that neither one meant. Max had refused to talk about her nightmares and dodged the subject for weeks. And Chloe had been much more persistent lately.

Today was the breaking point for Max. Today was the day that she snapped and yelled at Chloe to get off her back. If she didn't want to talk about it, no one was going to force her to. Chloe matched Max's volume and rage. Things only escalated from there, leading to Max blindly storming out of the house.

She had taken the bus back to Blackwell and immediately locked herself up in her room.

Max currently was seated on her couch. The twilight from the setting sun breaking threw her window, painting her room an orange hue.

She strummed a few chords of her guitar heedlessly. Her thoughts were on the fight she had with Chloe, and maybe how she had over reacted. She admitted that it wasn't fair for Chloe to be completely open with her and not return the favor. And she knew it wasn't healthy to keep everything bottled up inside. But Max just wasn't ready to open up yet. How do you tell someone that you love that, on some level, that they were the source of such pain? She saw Chloe die more times than should be possible, and each time it took something vital from her.

She was just getting back to normality. Thinking about that week from hell still had the potential to force her to sleep with the lights on.

A knocking at her door pulled her from her thoughts. Max ignored it for a second, set on just ignoring the visitor. She didn't feel like entertaining guests at the moment. But she figured that she could at least let whoever was at the door know she just wanted to be alone. Besides, it was probably Kate or Dana.

Max walked up to the door, put the best fake smile on that she could muster, and turned the knob. She expected to see Kate or Dana. Maybe even Victoria.

But she was face to face with one Chloe Price- the last person she wanted to see at the moment. Her smile immediately faded.

"If you came all this way to try to make me talk, you're wasting your time." Max warned. "I have nothing else to say to you."

Chloe looked guilty, refusing to make eye contact for more than a few seconds. She squirmed under the uncomfortable atmosphere that settled in the hallway. A part of Max felt bad, but knew that she had to be stern.

Chloe opened her mouth, but closed it, not finding the right words to say. But she eventually spoke. "Listen, Max. I-"

"Save it, Chloe." Max let out a sigh while raising her hand, cutting off Chloe. She didn't want to start up another fight in the middle of the dorm. That would get everyone on her case. And she still wasn't in the mood for an interrogation. "I said I'm not talking about it. So you're just wasting your -"

"I suck, okay?!" Chloe started suddenly, her voice drowning out Max's own low tone. "I totally shouldn't have tried to make you spill your guts about whatever the fucking hell is happening with you!"

"It's just, you're always keeping everything to yourself, and it's totally frustrating and unhealthy. I just want you to talk to me! I just want to be able to help you. Like the way you helped me..." The air between them was thick. Chloe knew she made a mistake. She knew that 3 hours ago. But a mix of pride and guilt delayed what she should've said before Max left. She didn't care if anyone was listening in on their dispute. She wasn't going to alienate the only thing left in Arcadia Bay that she gave a shit about.

"Just another thing that I hella fucked up, right?" Chloe held up a DVD of Blade Runner in front of her face, peeking out from the side of it. "I'm really, really sorry. Don't hate me."

Max could only look at her with a blank expression, but could feel the smile creeping up on her. She couldn't stay mad at Chloe. Let alone hate her. "I don't hate you, Chloe." Max shrugged, the smile slowly appearing on her face, "I don't think I ever could."

"So does that mean you forgive me?" Chloe asked eagerly, dropping the DVD box from her face to her chest.

"On one condition." Max folded her arms infront of her chest. "No more trying to force me to talk about my nightmares, okay?" Before Chloe could interject, Max put her hand back up, halting her friend's protest. "I promise I'll tell you all about it, when I'm ready. I'm..." Max looked to her feet and shrugged. "I'm just not ready yet."

Chloe's silence scared Max. She peered up from the floor to see Chloe glowing, flashing her signature grin.

"Deal!" Chloe squealed, leaping forward and capturing Max in a hug. "Now that the mushy stuff is out of the way, wanna come back to my place for movie night? I found my old copy of Blade Runner and thought 'why the fuck not'?" Chloe leaned to the side to take a peak into Max's humble abode. "Unless you have a DVD player in your sick ass dorm room." Chloe took a step back. "Or if you just wanna be alone. I would totally understand."

"Nah, it's cool." Max shrugged. "I could use a movie night. But my room isn't as grand as you think." Max rolled her eyes. "My room barely has AC."

"Sooo I'll take that as a sign that we're watching the movie at my place then?"

"Unless you have any other ideas."

"Oh, I have plenty of ideas, my dear Maxi-pad. Some, a little more fun than a movie." Chloe's voice was dripping in a flirtatious tone. "And others hella more fun than a movie."

Max was not amused. "We're not stealing Principle Wells' chair."

"And you're no fun." Chloe pouted, her cheeks puffing slightly. "Well c'mon, party pooper. Blade Runner it is then." Chloe turned and began to walk down the hall. Max followed by her side with a grin on her face.

-oo oo-

They were in the living room of the Price household, seated on the couch. On the TV was the credits for the movie the two girls were recently watching. Max had a smile on her face.

"It's been too long since our last movie night, huh?" When there wasn't a reply, Max looked to the head resting on her shoulder. The steady breathing clued Max in that Chloe had fallen asleep, and had been asleep for awhile.

'She's such a dork.' Max thought to herself. Chloe had gone so far as threaten Max with the theme song of Jaws if she had fallen asleep. And here she was, wide awake with her best friend drooling on her favorite hoodie.

Max shrugged her shoulder, rocking her best friend from her slumber.

Chloe shot up and batted her eyes. "I'm up!" She tried to pretend that she wasn't just counting sheep. "I was up the entire time!"

Max snickered. "Suuuure, Che." Max stood from the couch. "C'mon. Let's get you to bed."

Chloe didn't respond right away, trying to register what was happening, and where she was at. But yet, Max could see her mind was working on a reply, before Chloe smirked.

"Trying to seduce me, Caulfield?" Even half asleep, Chloe teased. "Was the movie just to butter me up?"

Max rolled her eyes, even though Chloe wouldn't be able to see it through the darkness of the room. "The movie was your idea, you egg."

"So is that a no to the make up sex?"

"I'm afraid so." Max grabbed Chloe's arm and helped her to her feet. Chloe placed some of her weight on her best friend. She was barely awake, her eyes already falling again.

"What about you? Shouldn't you be getting back to Blackwell?" Chloe muttered out. "You have class tomorrow, right?"

"It's fine." Max lead Chloe up the stairs, on arm around her best friend's waist and Chloe's arm around Max's neck. "You can drop me back off in the morning. Consider it your punishment for falling asleep."Chloe muttered an 'I wasn't sleeping'. Max snickered at the obvious lie.

Setting Chloe down on her bed, Max watched as Chloe crawled up to her pillow and curl up against it. Max threw herself next to her best friend, burying her face into the pillow. She could sleep on the couch instead, but then she wouldn't hear the end of it from Chloe and Joyce. There was a reason Max had a designated pillow on Chloe's bed.

Almost instantly, Max felt an arm wrap around her and pull her. Turning her head, she was surprised by how close she was to Chloe. Her face was only a few inches from her own. Chloe's eyes were still closed, but her breathing was unsteady. Max could tell that she was still awake.

"I love you, Max." Chloe sighed.

Max's mind instantly flashed to the alternate Chloe. She said the same thing to Max right before slipping away. Max hesitated to respond back then. She didn't have the chance to say a proper response. So much had happened and so much was left unsaid. Thinking back to hearing her best friend's last breath leave her body shook Max. The event was still fresh in her mind. She could still see the smile on her face as the morphine took Chloe into a permanent, painless, slumber.

"I love you, Max."

"Max?" Max blinked, coming back to the bedroom. Chloe's blue eyes, now open, penetrating the darkness and peered right into Max's. Her eyes were straining to stay open and see Max, but the sleepiness in her eyes were still there.

They stayed in silence together. Max searching for... something within Chloe's baby blues, and Chloe doing the same. What were they looking forward? What would they do with what they found? If they found it? If they didn't? Max didn't have the answers.

But she did know why she was looking for it.

Max merely smiled, reaching a hand to rest on Chloe's cheek. Her heart pounded against her rib cage as she spoke.

"I love you, too."

She was in love with her best friend.

Max Caulfield was in love with Chloe Price.

-ooO Fin Ooo-

A/N: How was it? Good? Bad? Probably bad XP. Well I hope you got some enjoyment out of it. Sorry again for the length! I start typing and the next thing I know, I'm pushing 5,000 words.

These scenarios don't follow a time line, as they all take place at different times and aren't tied together. The only two that are tied together are the last two- Max and Chloe making up and then having the movie night. The first one with Joyce, however, was written as a kind of sequel to 'Nightmares' if it wasn't obvious enough :P.

If you liked it, please send me your comments and criticisms. I can't tell you how many times this story was almost deleted. But, the comments from my last story pushed me on to finish this. It is quite literally my motivation.

Until next time!

P.S- Here's a bit of trivia that no one asked for. I need to listen to music to write my fics. The song used for this story?

Friggin "I won't say I'm In Love" by Susan Egan (aka Meg from friggin Hercules).