"Max, what just happened?"

Max stared at Maria in wonder. He couldn't believe what he had just done. Had he really kissed the best friend of the girl he loved? "I don't know...I can't believe I just..."

Maria looked at Max expecting him to deny it ever happened. He was in love with her best friend, wasn't he? How could she do this to Liz?

Max could see Maria was starting to get scared and tried to calm her down. "Maria calm down, we only kissed." But Max knew better than that, it wasn't that they had kissed, it was that they had enjoyed it!

Maria stood up and started pacing the room. "We only kissed! We only kissed! You belong to Liz; I'm not supposed to kiss you! Max, how could you be so stupid?"

Max would have laughed if he wasn't involved but he was and he needed time to think." Maria I think you were upset and I kissed you to comfort you that are all! It was only a comfort kiss...right?"

Maria knew what Max wanted her to say and what her head was telling her to say but her heart was saying something else. "Yeah, it was nothing but a comfort kiss."

Max stared straight into Maria's eyes and knew that wasn't what she wanted to say but he knew for, him and her both, it was the safest thing.

"Do you still want a ride home?"

"No, I think I'll walk, thanks anyways." Maria gathered her things and brushed past Max and walked out the door.

Max stood alone in the room. He didn't know if anything was going to be the same anymore.

----------------------------------------------------

Michael sat on the couch in his TV room and couldn't seem to focus on it. He shouldn't have run out on her until explaining. But he hadn't known what to do, she didn't even seem like she loved him anymore. Maybe she had found someone else? Nah, who else was there? She still loved him, didn't she?

---------------------------------------------------

Maria lay on her bed looking at the ceiling. She was so stupid. How could she have kissed her best friends man?? God, she must be lonelier than she thought. The worst thing about it was that, through Max being her best friend this summer and helping her get over Michael, she had fallen in love with him. She hadn't even known until they kissed. It was a hopeless love though, because he was in love with Liz and even if he didn't love Liz, Liz loved him. And to top that, he still thought Liz had slept with Kyle, what would he do if he knew the truth?

Maria got up and pressed play on her CD player. She just needed to put everything in perspective.

Maria didn't realize she was crying until a teardrop fell on her hand. How did she get into these situations?

Maria reached to take out the CD but was beaten to it; she looked up and saw Max standing there. Max stared at Maria and realized that he and Michael had made her like this.

"Don't cry, we're not worth it."

But that only caused Maria to cry harder. "You don't love me...no one does" she hiccupped.

Max was holding her in his arms and grabbed her chin gently and pulled her head up so he could look at her eyes. He knew she had absolutely no idea how he felt about her.

Maria stared at Max's soulful brown eyes and got lost in them and then saw his head descend once again.

"What are we doing Max?" she whispered.

"I honestly don't know." he whispered back.

Their lips met in perfect harmony and once again Maria felt his tongue exploring her mouth.

Max used his tongue to coax hers to life, touching and tasting her. She tasted like vanilla and strawberries mixed together.

Maria's hands moved up his chest and unbuttoned his shirt peeling it off his shoulders. She felt his bare chest, his biceps, and every sinew, everything that was Max. He felt wonderful, his body was fully developed and she could tell he worked out.

Max worked his hands around to her back, squeezing and massaging along the way. He pulled her shirt up and over her head and unclasped her bra. Max pulled back slightly and released Maria's mouth, daring to look at her revealed chest. She was perfect in every way, how could he not have seen it before?

Maria couldn't wait for Max look his fill; she moved towards him again and began to kiss him passionately. Her hands moved down to his jeans and undid the belt buckle trying to reach every part of him.

Max pulled his pants down all the while still kissing and tasting her. Gently he pushed her down to lie on her back. He moved his mouth down her neck, biting and tasting her. He flicked his tongue over her nipples and gently suckled her. He heard her moans and moved to her other breast repeating the process and nipping slightly.

Maria moaned, she had never felt this way before. Her hands gently kneaded his butt and she arched her back, so he could have more access to her breasts.

Max moved his mouth down to her navel and used his hands to gently ease her pants and her underwear off.

Maria felt him, as he got up and stretched his body along hers. She couldn't stop touching him; she wanted to find every curve and crevice. She wanted to memorize every detail, to know every inch of him.

Max lifted his head slightly "Are you sure about this Maria?" He wanted to know before going any further.

She nodded and sought his mouth again. Max moved his legs between Maria's and she opened up to him generously. Knowing this was her first time he proceeded gently.

Maria felt Max's penetration as he eased into her and was amazed at how good he felt there, how right he felt.

Max proceeded to ease into her and felt her barrier. He felt her tense and pushed past it as quickly as possible. He heard her gasp and knew it had hurt her, and then bent his head and kissed her on the lips.

Maria recovered quickly from the swift pain. She could feel Max beginning to move inside her and she felt something building. She lifted her legs and curved them around to rest on his back, opening herself completely.

Max then started to move into her fully, slowly at first until Maria was used to the rhythm he was creating. Then faster and faster, until they were both moving as one person. He could feel that Maria was almost at her peak and pumped into her faster until they both came as one. A wave of passion and fulfillment came over them then he let out a hoarse cry and heard Maria scream.

Maria was in a daze when she felt Max collapse on top of her. She kissed his forehead gently where it rested between her breasts.

Max lifted his head slightly, exhausted "Are you okay?"

Maria nodded and he kissed her again. "Max..."

Max knew what she was going to say and he put a finger to her lips. He just wanted this moment to be perfect and not have to deal with the consequences until later. He turned them both onto their sides and wrapped his arms around her. He cupped one of her breasts in a possessive gesture and fell asleep.

Maria knew why he didn't want her to say anything, but she knew the consequences would come soon enough. She let sleep encompass her in Max's arms.