Chloe's room somehow always reeks of adrenaline, weed, and booze whenever Max comes over. The air is perpetually thick and breathing feels more like swimming through waves of unsaid words and feelings from places far more honest than Max is willing to admit.

So undeniably Chloe.

Sitting up from Chloe's bed, Max peers around the room groggily; the bed creaks in response, breaking the silence of the night.

3:17am radiates neon on the clock, contrasting easily against the pitch black room. Max hasn't been sleeping well these past few weeks, and well, her body is beginning to show it. Bags resembling bruises adorn her eye sockets and her skin splotchy and white. She yawns, squeezing her eyes shut tight in hopes of getting her eyes to adjust to the darkness.

She hasn't exactly been sleeping alone, either. The Blackwell dormitories hold too many terrifying memories and sleeping there triggers anxiety attacks that leave her feeling suffocated and nearly buried. It's terrifying. She's called Chloe one too many times in the middle of the night just to calm down. Luckily, Chloe has graciously offered to let Max sleep over whenever she feels like she can't handle her room. Max still doesn't fully understand why, but her foggy mind doesn't allow her to entertain the thought tonight.

She starts with breathing exercises; it's what her therapist taught her to do every time she wakes up in the middle of the night. The exercises are meant to help her "grip to a reality that feels far away", or at least that's what they're supposed to do. With a weak hand clutching her chest, Max takes a moment to breathe air in, and exhale slowely. The amount of breaths per minute is what she tries to focus on. Rinse, repeat. She does this for a full minute before feeling like somehow, she has regained control of her mind.

She'll have to remember to thank her therapist later.

Running a quick hand through her lazy locks, she hears Chloe shift and stretch in the bed next to her; Max turns her body around quickly to look. "Mmmmmm. Max?" Chloe says, sleep thick and evident in her voice, "Can't sleep?"

Max smiles, because well, Chloe's so damn cute; the night suites her well, Max thinks. Her smile quickly falters when she realizes that she's the reason Chloe is awake at all. "Not tonight." She says in response, her voice just above a whisper.

"Exercises." Chloe yawns, stretching some more, "Did you do them?"

It's funny, for someone who forgets to shower regularly and neglects cleaning her room, Chloe never fails to make sure that Max is okay and properly taking care of herself. Overwhelming appreciation washes over her and Max can feel it pouring out onto the linen sheets. She hopes that Chloe can't tell. "Yeah. I, um, I think they helped." she smiles in the dark, gripping at the sheets, hoping to feel something that she can focus on.

Chloe only smirks in response, "Welllllll. Y'know, I think that therapist of yours forgot to add something else to your agenda." Chloe lifts herself upright, her hair falling slack and messy over her face, and her clothes two sizes too big falling loosely against her frame. She saunters herself right in front of where Max is sitting.

Max can't help but want to take a picture. Perfect.

"Hm. What'd she-" Before Max can even finish her sentence, Chloe pounces from where she's standing and throws herself into Max, knocking them both hard on the bed. "Fuck—um. Chloe that really hurt." She says, trying to lift herself up. To no avail, she realizes that her hips are pinned down by Chloe's legs and that a devilish grin hovers above her face. Max wonders if Chloe can see the heat rise to her cheeks in the dark.

The moment feels a little too déjà-vu as she remembers the countless tickle fights she's had in Chloe's room—Max already knows where this is going. The only difference this time is that she can't help but notice the sparkle in Chloe's eyes, the crinkles of her nose as she smiles, or the way she licks her lips in an attempt to strategize. It's all very alluring, in its very own Chloe-esque kind of way.

"I hope you brought your fuckin' A-game, Caulfield." Chloe says, reaching her arms to Max's sides, squeezing gently.

She always knew the perfect tickle spots.

Max can't stifle her laughter as it echoes throughout the room. She wriggles under Chloe's weight slightly because she can't control herself, but also in an attempt to make a hasty escape. "Ah—Chloe!" She yells out between laughs, trying to communicate that she's had enough. "I c-can't breathe!"

But Chloe is relentless as she lifts Max's shirt slightly to deliver the final blow: a raspberry on the smooth skin underneath. The action sends Max into a fit of giggles and vibrant laughter that almost feels out of body for her—almost, but between laughs she sees that Chloe is beaming in the darkness and she's never felt more grounded than this moment.

Max feels Chloe roll off her hips, and immediately the body heat they once had shared dissipates from her senses. She stares at the ceiling wondering if Chloe noticed it too, before feeling Chloe's lips brush against her temple, lingering for a moment before she settles her body next to Max, facing her. "Feeling better?"

And Chloe's smile makes Max's heart pound against her chest, and she wonders if Chloe even realizes she has this kind of effect on her.

The air around them feels much heavier; filled with the weight of every time Max has felt herself wanting to say more—she doesn't. Instead, she fights back all the words in her throat threatening to pour out and trusts her actions, hoping they could say more than what her mind can't quite piece together.

Before Max can even fully realizes it, they're kissing. It's a mixture of tentative and new but filled with longing and Yes, yes. I'm definitely feeling better and why didn't we do this earlier?. It's incredibly sloppy and Chloe's hands are exploring practically everywhere, but it makes Max think about how long Chloe must have been waiting for this, too.

And for the second time that night, Chloe is straddling Max, kissing sweet nothings into the crook of her neck, sucking slightly on a pulse point that leaves shivers in Max's spine that feel like they'll last a lifetime. Max just digs her nails into Chloe's shoulders, panting her name, because she never knew life could ever feel this good.

Chloe leaves a few more lingering kisses trailing from Max's ear, chin, and cheek before planting her lips firmly against Max's own.

The contact is far too short, but Max can't complain when she sees a blushing Chloe looking down at her. "Um, I'm-ah-I'm sorry, I got a little carried away." Chloe says, somewhat sheepishly, "But damn did I do damage." Chloe brings a gentle thumb to what Max can only assume to be marks littering her neck. Chloe's confidence that she was lacking in just moments before shines bright in the dark.

"Why'd you stop?" Max huffs, her eyes deadset against Chloe's. She feels the inevitable heat rise to her cheeks. She knows that Chloe can probably see every bit of it.

Chloe laughs lightly in response, dipping to kiss her on the cheek. A part of Max thinks this is Chloe's way of apologizing, "Because you need to sleep." She says as Max feels Chloe kick herself off effortlessly, causing her body to make a loud "thump" against the bed, it dipping slightly on Max's side with the new weight. "Geez, I mean I know I'm irresistible, but damn Caulfield." She smirks while adjusting her body to face Max.

Max knows that if she wasn't so sleepy she'd be upset at the cheesy comment, but she settles for just rolling her eyes in response, "Shut up. I just—I don't know what I expected."

Max finds it hard to focus again, and reaching out to Chloe is the only thing she finds safety in. Chloe must notice, because her expression becomes much softer and concerning, "Max, hey" she feels Chloe's fingers intertwine with her own, squeezing ever so slightly, which helps keep Max steady. She feels incredibly thankful. "We'll have the rest of our lives to be as gay as you want, Max," She smirks, "But…We can't do that if you don't take care of yourself."

Max feels her head hit Chloe's chest as she's pulled into a warm embrace, "So sleep, nerd. You can admire my artwork in the morning."

Max isn't used to this kind of attention, but Chloe is making it easy for Max to focus on the exhaustion she has packed away, letting it consume her.

She'll definitely have to thank her therapist later.