It's dusk when they get far enough to reach a small town – smaller than even Arcadia Bay and consisting basically of a combined gas station and tourist trap, a motel and an ATM – and they split up there. Well, kind of. 'Splitting up' is really no more than her filling the tank while Max hits first the ATM and then the small store since she's the one with a debit card, but Chloe keeps her in view because she's still stuck in ridiculously-overprotective mode and doesn't really know how to get herself unstuck.

'Weird' doesn't even begin to describe it. But it's a good kind of weird, like the picture Max took before they abandoned the overlook; of the view, but with a very obvious inclusion of the hood of a truck and three legs in the lower half of the frame: Chloe's own, and the one Max had slung across them.

"Do you title these things?" she wonders, and listens to the flap of the photo when Max shakes it.

"Sometimes."

The photo is offered, so she takes it and studies it. "What would you call this one? 'Sealegs'?"

"You're so freaking poetic it makes my teeth ache." That's probably a 'no', then; even if Max is smiling. "I'd call it 'Priceless'."

She cleans out the worst of the junk from the passenger side because that keeps her facing the windows to the small store. Max is browsing. For what, Chloe doesn't know, but it's not like she's gonna fault her a few minutes of pseudo-consumerism if it helps, so she shakes her head and shoves a few junkfood bags from who-knows-when into a nearby bin. Her next trip has her grabbing randomly for debris below the seats, and she finds some, but one of the items she grabs doesn't feel like a bunched up wrapper or pack of smokes, and she has to pull it out and into the glow of the overheads before she can figure out what it is.

When she does, she raises her eyebrows and hums, because shit, that's actually pretty handy.

"All paid, Kemosabe," Max calls across the abandoned tarmac when she exits the store with a swoosh of the sliding doors, and wraps her arms around herself in a way that Chloe assumes to be an effort to ward off the chilly evening. "God, would you believe they actually sell stuffed toys in there?"

"Long live capitalism and bored tourists with kids." Chloe pockets the envelope because it isn't needed right now anyway, and resists the urge to meet Max halfway and pull her in close enough to share her own body heat. "Please don't tell me I have to call you Tonto now."

"Ah, no. Please don't." Max grins in a crooked sort of way as she steps around the truck, and very clearly stops herself all of two steps away with a few, confused-looking flutters of her eyelashes. "I don't, uh... what were we talking about?"

Chloe's pretty sure that she knows what distracted her enough to cause the hiccup, so she takes the chance and steps close enough to fold her arms around Max and pull her in. She feels her stiffen and then relax, and finally lean against her with a sigh that's part lazy enjoyment and part wry surrender.

"I'm trying not to be needy," comes the grumble against her shoulder, but Max returns the embrace anyway. "You've been my personal jungle gym for hours."

There are so, so many things Chloe can do with that phrasing, but she restricts herself to a smile that Max can't see, and rubs her back. "So," she says instead. "Which soft and cuddly thing did you almost buy?"

"Ass," is the half-groaned response.

"A soft and cuddly ass? I hope you mean the animal."

Max smacks her arm for that. Worth it. "Okay, so maybe there was a teddy bear. Maybe it was super cute and maybe I was tempted, but I still resisted." She's scowling when she pulls back enough for them to look at each other, but even in the not-very-good lighting of a middle-of-nowhere gas station, Chloe can make out the glint in her eyes that tells her that Max is nowhere near as annoyed as she pretends to be. "I do have some self-control."

"More than me," Chloe agrees peacefully. "Though I'm not sure that's saying much."

A smirk. "It's not."

"Watch it, hippie. You're the one being tempted by teddy bears."

"Shut it." That earns her the light tap of Max's fist against the front of her shoulder, as well as a faint blush as she now steps back fully. "It reminded me of you, okay?"

"... oh." And Chloe has absolutely no idea what to say to that, which is really fucking lame since she's pretty sure they're a thing now. She also has no idea what to do with her hands anymore, and so shoves them into her pockets. "So..." She rocks a little on the balls of her feet, and decides to fall back on joking. "You saying that you find me tempting, Caulfield?"

There's a single second where Max just looks at her; where the corners of her mouth twitch into an insufferably unreadable, little smile. Then it's gone, and she's looking away and combing her fingers through her hair. "Anyway." There's another brief silence where Max takes a breath, while Chloe tries to figure out if that definite lack of an answer means what she thinks it means. "Would it drive you absolutely crazy if we extended this little, impromptu roadtrip?"

Chloe follows her gaze to the motel across the street. "You sure?" She turns back to Max, and cocks her head. "We could make Seattle before midnight, no problem. I figured you wanted to see your folks."

"I do, but..." Max leans back against the side of the truck and rubs at her forehead. "What you said back at the overlook? About us having to deal with everything when we get there? You're right." Her shoulders slump subtly, and she looks so tired all of a sudden; at once horribly young and still older than anyone should be, and Chloe isn't sure if she should hug her or leave her alone, so she compromises by squeezing her shoulder and leaving her hand there. "Maybe I'm a chickenshit, but I don't want to deal with it. Not yet." She glances up, and her lips shape a small smile. "I need a bigger buffer."

"Alright." It's not like it's a hard decision. Chloe sure doesn't have a timetable, and since Max is the only one she has left to care about, she's going to try to do it right. "And hey." She shifts her hand until her fingers curl around the back of Max's neck, moves close enough for their foreheads to touch and waits until their eyes meet. "You are not a chickenshit. You're the bravest person I know. Okay?"

"Yeah." Something about the way Max's eyes drop suggests that she doesn't really believe her, and while that's not fine, Chloe decides that she'll just have to keep insisting on it. "Okay."

"Well." A change of subject is definitely needed, so Chloe fishes the envelope out of her back pocket and holds it up. "Good thing I found this, then."

By the way Max's eyes widen, she recognizes it on sight and is very obviously distracted. And maybe just a tad outraged. "You kept two thousand dollars in your truck?!"

"I was worried that my room was being checked over at regular intervals," Chloe defends, and taps the end of the envelope against Max's nose twice before her hand is batted away. "So yeah. But... admittedly I had no idea that it ended up under the seat, and with everything that happened after, I guess I managed to forget about it."

Max actually facepalms at that explanation, but the subject change has worked, so Chloe can deal with that. "Definite evidence of those blonde roots of yours."

"Don't push me, Max Factor." She gives the freckled nose a light jab with her index finger. "I have the power, and I will tickle you again."

"Okay, okay!" The high-pitched agreement comes on a half-laugh as if Max's body is already reacting to the threat, and she jolts back a little and holds up her hands. "Your truck, your business."

"Damn right. And damn good thing I kept it in there, too, since we can definitely use it now." She slips out a bill and hands it over. "You wanna go grab us a room? I figure I can at least find the bare essentials in Tourist Trap LLC."

So that how they split up in a more literal sense. It's completely irrational how much she hates even letting Max out of her sight, and she knows that. Knowing it doesn't help, of course, but she does manage to shove it down somewhere, and to not give in to the urge to just run after her and make sure she's okay. Instead, she enters the small store that she watched Max putter around earlier, and raises a reasonably amicable hand to the man behind the counter.

"Your friend already paid for the gas, hon," he tells her.

"Yeah, I know." She fiddles a little with the other bills she freed and stuck in her side pocket, and looks around the silent shop. "But we're crashing across the street, so we need some stuff."

The man shrugs his flanneled shoulders. "If I got, I'm happy to sell it. Slow time of year." He looks almost old enough to be Chloe's father, though his hair is a deep black that's turning gray at the temples, and he has a good bit of stubble. "You folks come up from down south?"

"Yup." It's only on instinct that she's listening or even answering as she wanders around and grabs... well, whatever catches her eye, really. A charger with enough options that it should work for both their phones, toothbrushes and toothpaste, some shower stuff because she feels way more grunge than punk right now, drinks, food, junk food... "Going further. Just need a rest, I guess."

"Glad y'missed that damn storm. Radio went crazy in all the time it took for it to die."

"I bet," Chloe mutters, and stops, because that has to be the bear Max was talking about earlier. And it's cute. And blue. And wearing a leather vest.

Aw, shit.

The man doesn't quite manage to squelch his grin when she deposits her haul on the counter with the bear noticeably on top, but she's at least willing to give him points for trying.

"Hey; twins," he says. That loses him a few points and earns him a glare instead. "Alright, sorry. I noticed the little lady seemed to like that one."

"Yeah, well... rough day." And maybe the bear will make it at least a little better. "How much do I owe you?"

She slips back into the mild chill of a mid-October evening with two bags, and a little extra something she got her hands on because you learn how to ask about that sort of thing after a while. The bags aren't all that heavy even if they are a bit bulky once she's stuffed them into the truck, but the things she actually expects them to take with them tomorrow will take up significantly less space once they're out of their packaging anyway, so...

It feels a little stupid to drive across the street, but it's easy to figure out which room is theirs since there's only one with any lights on. The door's open, too, with Max's bag dangling from the outside handle for good measure, so she pushes it open all the way and pokes her head inside.

This is... actually better than she'd imagined. It's kinda large for a motel room, for one; with another door across from her that probably leads to the bathroom, a limited kitchen-type area against the left wall and a sharp bend in the right one that widens the front part of the room enough for a TV that faces a double bed and a narrow closet. The bed makes her a little... something. It's not like they haven't shared one before, but they weren't kissing back then.

It does look like it's been around for a long time, but she expected that much. And it's clean and dry and a roof over their heads, and that's damn well good enough, she decides, and slips Max's bag free before setting it on the floor next to door.

"The owner's name is Rose," comes Max's voice, though Chloe can't actually see her until she closes the door and catches sight of the small table and its two, accompanying chairs by the window behind it. "She kind of reminds me of my grandma."

"Yeah? Which side?" Because she's met them long ago, and while they're both awesome women, Max's maternal grandmother is the type to spoil and hug and bake and cook, while her paternal grandmother is the type to explain and teach and coax and prod.

Max looks up from the polaroids she's spread across the better part of the table, and gives a small grin that usually means that she knows what Chloe's thinking. "Mom's side. She took one look at me and two seconds later, I'd spilled everything."

Chloe's ambled over to the few square feet that make up the kitchen area with a sink, a small fridge and a microwave that looks several years out of date, and sets her bags down on the tiny counter. "Everything?"

"Mph." The chair creaks when Max shifts, and there's the soft sound of her shuffling the photos around. "Well, everything that doesn't earn me a one-way ticket to a psych ward." Chloe can see her rubbing at her temples from the corner of her eye while she tries to be useful and at least put the edible things away. "Anyway. She gave us this room for like, nothing, and I had to argue to get her to accept that much. She even unlocked the cable package."

"Nice of her," Chloe murmurs, and hopes that there's something relatively un-shitty on, because God knows they both need a distraction. "Are you-" She stops herself there and bites her lip, because Christ that's a stupid question; of course she's not okay. "What's on your mind?" she asks instead.

Max snorts, and it's low and exhausted. "Way too much," she mutters, and then just settles her arms on the table and rests her head on them.

She really needs to at least google this whole comforting thing at some point, Chloe decides, and flexes her fingers against the counter while she thinks. She ends up fishing the bear free from one of the bags – and scowling at it, because this thing is like illegally cute – and stepping over to the table. She perches on the edge of it next to Max; holding the bear in both hands and resting it on her lap, and hoping to all hell that Max is just going to notice, because she hasn't a fucking clue what to say.

Max notices. She also sort of... freezes when she does; her head raised but her body still half-hunched over the table, and her eyes flicking from the bear to Chloe's face and back before starting over again. And Chloe picks at the bear's blue fur and hopes that the lighting in here is bad enough that the heat in her face isn't as obvious as it feels, but then Max's eyes are misting and now she's just freaking out because fuck, this was obviously a shitty idea and it's not like a fucking teddy bear is gonna fix anything, so what was she even think-

She doesn't even see Max move. One second she's sitting, and the next she's up and has her arms around Chloe's neck with the bear probably getting a little squished between them, because she's hugging her like she's the only thing keeping her sane.

Okay, she thinks, and feels weirdly lightheaded when she wiggles an arm free and returns the hug as best she can. So maybe not such a shitty idea.

"You," Max whispers next to her ear, with her voice shaky and wavering and fiercer than Chloe's ever heard it. "Are a grade-a, certified, five-star mushball, and you are never gonna convince me otherwise."

Chloe groans. "Oh, fuck off. It's a teddy bear; not a marriage proposal."

"Duh." There's a low, little chuckle as the hug ends, and then the bear is plucked from her limp fingers for Max to study before those eyes lift to hers with a half-smile. "You already did that, remember?"

Oh. Well, shit, she sorta did, didn't she?

"Um, anyway." It feels kind of cowardly for her to change the subject, but the air between them is too... too charged and filled with too many things that she can't even identify. "I think I found everything we're gonna need for an overnight stay, but if I missed something, the shop's open for a few more hours."

"Sure." Max doesn't push, which Chloe is ridiculously grateful for; she just gives her arm a squeeze before wandering over to poke through the last bag. "You think there are scissors or something around here?" she wonders. "Not sure there's an easy-open on all of these."

Chloe almost misses the words completely; she's too focused on the fact that the bear is snugly tucked under Max's arm and how warm the sight makes her feel. "Well, maybe," she mumbles when she catches up. She feels kinda shaky as she crosses over to the counter where Max is now setting the bear down, and pulls one of the two drawers open. "Ah." She hands over the scissors and gives the remaining contents of the drawer a glance – forks, knives, spoons; not many, but at least four of each – before sliding it shut again. Then she drops to open the cabinet that Max isn't standing in front of because she's curious and a little desperate to do something, and in there, finds plates and glasses and a few other sundries that at least cover the very basics.

There's the characteristic sound of hard plastic being cut and then peeled open, and from the corner of her eye she can see Max slipping the multi-charger free from its confines before dropping the packaging into the empty bag. Then she wanders off – over to the door where the TV's set on a low stand with a power outlet just above it – and stops there for a few seconds before setting a hand on her hip and looking around.

"I have the feeling I should probably put my phone on something soft so it doesn't vibrate onto the floor."

Chloe snorts softly. It's in agreement, because Max's phone has been out of juice since before they left Arcadia Bay, and knowing the Caulfields, a little thing like a lack of reception isn't going to stop them from trying to reach their daughter; especially not if news of the tornado has reached them, which it undoubtedly has.

"Here." She pulls off her beanie and tosses it over. "That should work, right?"

"Thanks." Max folds it up and puts it down, and then plugs the charger into her phone before her fingers hover over the switch on the wall. "Wait. Is there even signal here?"

She's secured a glass and is now pulling the container of juice back out of the fridge, but pauses long enough to pull her own phone out and check. "Yeah. Data's crap, but I think that, y'know, actual phone signal is fine."

There's a soft click, and by the time Chloe's opened the juice carton, filled her glass and slowly drained it, Max's phone has turned on and finally stopped vibrating, even if it did take over a minute.

"Holy shit," Max sighs, and bends enough to pick the phone up without unplugging it. "67 missed calls. 28 from mom, 25 from dad, and the rest from the clan at large." She takes another slow breath. "Oh. There's a couple from Kate, too."

"Blackwell Kate?"

Max's laugh is soft and kinda shaky, but still there. "I doubt she'd appreciate that moniker, but yeah. I guess her parents picked her up and got out before the storm hit."

Chloe never knew Kate other than from what Max has mentioned about her, but she's glad to know that at least one person made it out alive, aside from the two of them. The fact that it's someone Max cares about is just a bonus. "Are you sure you don't wanna keep heading for Seattle?"

"Yeah. Yeah, I'm sure; I c-" Her voice cracks but she doesn't turn or even look over, so Chloe tightens her fingers around the edge of the counter and stays where she is. "I'm just gonna... send out a mass text or something. I'll start calling people once this thing's charged enough that I can unplug it and avoid the back aches."

"Okay." She watches her for a while, though, because right now she's the only one who can and is stupidly aware of that fact. But Max is, like, a gazillion times stronger than she looks, and it really doesn't take long for her breathing to settle or her shoulders to loosen, or for what little Chloe can see of her face to start relaxing in the bluish glow of the phone's screen as she taps out a message.

So she swallows a sigh that's half-relief and turns around, and tries not to think about the fact that nobody is blowing up her phone. She listens to the little sounds in the room, instead; the rush of the breeze outside the window, the low humming that comes from the fridge and the steady push and pull of Max's breathing. They're both here, she reminds herself. They're both alive, and they're together, and that's enough.

Everything else... everything else will be dealt with later, so she takes a deep breath and lets it trickle back out, and feels the bands around her chest loosen enough for her to regain her presence in the moment and realize that she's still thirsty.

"Chloe?"

"Yo." She's listening, but her attention is also somewhat on filling her glass again. "What's up, Spider Max?"

"I think I want to have sex with you."

"Hrnkth." Orange juice apparently burns like a mother when it comes out of your nose because fucking ow, and Chloe's slamming the glass down on the nearest surface and grabbing for a handful of single-ply that she almost buries her face in as she coughs. "What, now?" she wheezes when she's regained enough control of her breathing, and blinks rapidly to clear her eyes.

Max is standing at the end of the small counter; both arms wrapped around herself and a visible flush to her cheeks, but although she's shuffling a little – her feet shifting as if she can't quite decide whether to move forward or step back – her gaze is calm and her breathing even.

"You're the only thing that matters to me." Her voice is soft and steady and sends shivers down Chloe's spine, and although there's a flicker of uncertainty in her eyes, Chloe knows somehow that it's uncertainty about her thoughts, and not Max's own. "I've lost you way too many times in the past week, and... I love you." Her fingers curl in the cotton of her t-shirt, and she spends a few seconds chewing at her own lower lip before taking an audible breath. "So yeah, now. Tonight. If you want."

So. Some part of Chloe has admittedly played with the thought of... this. Not constantly, because there's kinda been a lot of other shit for her to focus on and it has only been a bare week. But yeah, she's toyed with the idea of how this could maybe play out. A lot. For way more than a week.

She never managed to think up a scenario like this one, though, and definitely not one where she's standing there with orange juice all over her face and gaping like a stunned fish. And sliding down the cabinet to land her ass on the floor with a thump when her legs decide to give out on her.

"Holy shit, Caulfield."

Max is turning redder by the second, but smiles a little anyway. "Least smooth way ever of propositioning someone?"

Chloe takes a breath and scrubs a hand over her face, mainly because she's never been good at figuring out the right thing to say and she really doesn't want to say the wrong thing. "Well, you got my attention," she mutters, and that must be at least an okay response, because Max gives a low, little snort and drops to a seat next to her with a sigh. "Dude, have you ever even-"

"No." Max is ducking her head enough for her voice to sound a little muffled, and if Chloe thought her mind was reeling before then this has got to be, like, reeling times infinity because holy shit.

Holy fucking shit, that's... That's new, for one. She's had sex before, sure; not enough to label it Bang-the-Bay-Two-Kay-Whatever, but yeah. She's pretty sure that she's never been the one with the most experience, and she's absolutely certain that she's never been the only one with any, which... is kinda scary. Especially since... Okay, so given how looking and maybe-sorta-flirting and now kissing keeps happening, she knew somewhere in the back of her head that fucking was an option. Possibly. At some indeterminate point in the future.

But the fact that Max is actually open to the idea of it happening and wants it to happen now? That's tripping her up so much that she's surprised she doesn't have concrete-burn on her face, and she has to just sort of grab at the back of her own head and curl a little in her seat and breathe, because she is not prepared for the sheer amount of everything that rolls through her at the notion.

"Hey." Max's hand is warm against her bare shoulder, and her voice is low and a little worried, now. Apologetic, even. "Chloe, if you don't want t-"

"That's not it," she says – blurts, really – and makes a hasty, almost panicked grab for Max's hand. "That's- no. That's not it." It's Max's right hand she's grabbed, she realizes a little dimly as she tries to think of a way to explain; it's slim and long-fingered ('artistic types tend to have longer fingers', some part of her brain rambles) and softer than her own, and she lets herself get lost in studying it while her mind chases itself in whirling little circles.

This hand holds (held? Max hasn't mentioned it and Chloe hasn't asked) enough power to bend time and space, which is officially blowing her mind all over again considering how small and how … well, normal it feels. It's warm and steady compared to how clammy and shaky her own hand has become, and she's struck all over again by how brave her best friend really is; enough to just say what she wants without demands or expectations; enough to put the idea out there even if it is out of the blue and ten flavors of awkward, and simply wait to see what Chloe has to say about it.

Of course, at this point she doubts that anyone knows the risk of time passed and the price of opportunities missed better than Max Caulfield.

"It's not that I don't want to," she finally says when her doesn't feel quite as foggy or spinny anymore. "I mean- Max, lets be honest here; you know I'm pretty much gaga for you, right?"

"Yeah, I kinda figured." Max's cheeks are definitely pink, but she's smiling in this shyly-sort-of-happy way while her fingers twitch in Chloe's grasp. "It's mutual."

Chloe kinda figured that, too, but hearing it still makes her chest grow warm in a way that would be monumentally embarrassing if she was sitting here with anyone else.

"I'm just worried," she admits, and plays with the fingers she holds. "Sex can really fuck things up, and I don't want you – us – to rush into anything when we don't have to." Max is watching her quietly; patient as ever, and Chloe blows out a breath. "I mean, don't you think it's kinda soon? That maybe the location leaves a little to be desired?" she wonders, because Christ, Max deserves way better than some backwoods motel, even if the owner is nice. She deserves, like... roses. Champagne. Soft music. She deserves every fucking cliche in the book, and certainly more than a high school dropout with an attitude and nothing more to her name than a beat-up truck.

"I think that society as a whole puts way too much weight on the where and the when, and not nearly enough on the who," is what Max says, and her expression is an interesting cross between fondness and exasperation and not just a little irritation. "Everything is 'wait for the right time' or 'wait until you're older' or 'make sure you're ready', like it's some big, massively traumatic thing if you willingly hop in the sack with someone you like and it isn't automatically, inexplicably flawless for everyone involved." Her eyes are a little dark like they tend to get when she's on the verge of being angry, so Chloe strokes her thumb across the back of her hand and that seems to help. "I think that the concept of sex overall – especially sex for the first time - has been elevated to a ridiculous level of half-assed almost-mysticism that does way more harm than good, and I think that if you think I give a shit about anything other than the fact that it's going to be with you, that you're delusional." Max holds her gaze for several heartbeats, and then sighs and drops her head back against the cabinets. "That's what I think," she adds towards the ceiling, as if for good measure.

Chloe watches her for a while, and then switches her position enough that she can hold Max's hand with her other one and leave an arm free. She lets that arm curl around her best friend's shoulders, and pulls her in until she can rest her cheek against the top of Max's head and feel the warmth of her body all the way along her own side.

"Ever consider going into politics?" she wonders when they've been sitting peacefully for few moments, and feels more than hears Max's derisive snort in response.

"Yeah, bite me." Her voice is warm, though, and her fingers curls a little tighter around Chloe's. "The last thing I need is more headaches."

That's probably true. "Alright." Chloe sighs and presses her lips against Max's temple because she's allowed to. "Do me a favor, though?"

"Anything."

"Think about it for a little while longer. I know," she quickly adds when she feels Max stiffen and suck in a breath to argue. "I know. Okay? But I can't say no to you, Max, so please. Just give it at least until we actually go to bed because I need to wrap my head around this." Those blue eyes lose their fire at that, and Max exhales hard enough to ruffle her own bangs. "And because I don't think I can take it if you end up regretting it."

"Low blow, Price," Max mutters, but sighs and lets her head drop back to Chloe's shoulder. "Okay. I can do that."

"Duh; you're Super Max," Chloe chuckles, and watches the ceiling while her heart hammers against her ribs and Max's phone vibrates again every few minutes. "You can do anything."