FanFic - Max/Liz
"A Whiter Shade of Pale"
Part 5
by Anne
Disclaimer: I DON'T OWN ROSWELL OR ANY OF THE CHARACTERS. I HAVE NO AFFILIATION WITH THE WB TELEVISION NETWORK OR THE AUTHOR, MELINDA METZ.
Category: Max/Liz
Rating: R
Liz did not feel well this morning. The reflection in the mirror agreed with her physical findings. She and Max had taken their relationship to the next level last night . . . as far as she was concerned, this new level stunk. She was pale and a little dizzy this morning after a sleepless night. She understood his concerns; she really did. He was so worried about what could happen if they actually made love. Liz was worried, too, but not for herself the way Max was. She was worried about him, as usual. What if something happened as a result that she couldn't hide, and he was discovered. Nothing was worth that risk . . . was it? The way she felt this morning, she was no longer sure. This was awful. She ducked out of the bathroom and out into the hall. She saw him standing there at the end of the hall, and the plan began forming in her mind. Without even thinking about it, she gravitated toward him with a dazed look on her face as her brain sorted through various ideas discarding some and keeping others. She came to a halt in front of him, and looked up into his face, which was now focused on her with a puzzled expression. Michael Guerin had a really bad feeling about this.

Liz: "Michael, I need to talk to you."

Michael: "To me? Why?"

Liz: "I need a favor . . . and I don't want you to ask me a lot of questions about it."

Michael (looking cornered): "I'm not making any committments until I know what this is about."

Liz: (taking a deep breath and embracing the plan) "I need to borrow your apartment . . . without you in it."

Michael (eyes widening and mouth open just a bit): "I, uh, . . . why?"

Liz: "I can't tell you why, . . . please, Michael."

Michael: (pretty much having guessed the reason now that he'd gotten over the shock) "When?"

Liz: "This afternoon . . . and maybe even this evening." "Can you be gone that long?"

Michael (smiling a little now): "Yeah . . . I can manage. I've been meaning to take Maria out anyway."

Liz: "Thank you. I appreciate you not asking me a lot of questions."

Michael: "Liz, I hate to tell you this, but a lot of questions aren't necessary. I'm not stupid."

Liz (blushing): "Oh . . . "

Michael: (thinking to himself that Max Evans led a charmed life) "Don't worry, I won't say anything."

Liz: "Wait. There's one more thing . . ."

Michael (frowning): "What?"

Liz: "I need you to ask Max to meet you there after school today."

Michael: (confused) "Me? Why?"

Liz: "Just do it, please."

Michael: "O.k., but just remember this if I ever need your help."

Liz: "Absolutely." (feeling so relieved, and probably the lack of sleep muddying her brain, she reached up and kissed him on the cheek) Liz walked out the doors to go meet Maria for lunch.

Michael smiled at her a little bemused, and wondered what Max Evans had ever done to deserve this kind of devotion. But, then again, he'd only saved her life and risked his own. Heading down the hallway, he paused when he saw Max staring at him. He almost laughed out loud at the expression on his face. He was mad as hell, and understandably so. He'd probably just witnessed that whole scene at the other end of the hallway.

Michael: "Max, glad I ran into you. I need you to stop by my place after school today. Can you make it?"

Max: (struggling to tamp down on his emotions) "Uh, sure, I guess so. Why?"

Michael: "I'll tell you when you get there. Don't be late." (slapping Max on the back, he goes off down the hall, grinning like an idiot at Max's predicament)

Max, on the other hand, was not grinning. In spite of the fact that he knew he'd had very little sleep, and there had to be a reasonable explanation for Liz being with Michael, he could not shake off the anger that was still slamming around inside of him. Maybe sexual frustration deteriorated the brain's ability to be reasonable. That had to be it. He felt like hell today. After the second trip through a cold shower last night, he had finally given up and accepted the inevitable. He didn't know how, but he was going to have to think of something. This just could not go on. Liz hadn't looked any better this morning than he felt. He could tell she hand't slept much last night either. Maybe they should stop seeing each other. Man, he really must be tired, because that was the stupidest thing he'd ever come up with. Not seeing her was the only thing more torturous than not making love to her. He headed outside to find Liz.

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Liz skipped her last period that day, and headed over to Michael's apartment. She wanted to shower and change her clothes before Max got there. She found the key under the mat, and made a mental note to tell Michael that it was a terrible habit to leave it there. She felt nervous and excited and a little afraid. What if she couldn't convince him that this was best for both of them? At least, she felt better than she had earlier in the day. Hope was a powerful thing. She closed the bathroom door behind her and set to work.

Michael couldn't believe he had forgotten his wallet at home. He couldn't very well take Maria out with no money. She would just love that! He'd asked her earlier in the day if she'd like to do something after school today. When she'd recovered from the shock, she finally said she'd love to. He liked to keep her off balance a little. It made him feel a little more in control, even though he knew darn good and well that he wasn't. She had wrapped him around her little finger a long time ago in a motel room a long way from Roswell. Now, where was his wallet?

He stepped inside the apartment, and heard the water running in the bathroom. He needed to get out of here quick. He went to the bedroom after a cursory inspection revealed nothing in the outer room. He finally located it behind the nightstand. Opening it up to see how much money he had, he began to make his way out of the bedroom. Leaning against the doorframe, he paused for a moment to get a better look at the too small contents of the wallet. Just then, Max stepped inside the apartment and Liz stepped out of the bathroom, wearing very little. Michael's mouth fell open and so did Max's. Liz's expression was purely horrified.

Liz: "Michael, what are you doing here?!?!"

Michael: "Liz, I'm sorry, I forgot my wallet . . . "

Max's ears were ringing . . . he couldn't even hear what they were saying to each other. He wanted to kill Michael. He backed out the door he had just come through and headed for the jeep. He had almost gotten there, when he felt a hand on his shoulder pulling him around. When he saw that it was Michael, he almost lost his temper and hit him. Barely, restraining himself, he spit the words at him, "What do you want?"

Michael: "Max, have you lost your mind?" "Think about this. Liz is so in love with you, and she asked to borrow my apartment today, so she could be alone with you." "I wasn't supposed to be here, but I forgot my wallet."

Max: (hearing the words but struggling to accept them) "I saw you with her earlier today . . . she kissed you . . . "

Michael: "She was asking me for the apartment and thanking me when I said yes . . . that's it." "I should've told you earlier when I knew you'd seen us, but I didn't want to ruin her surprise, and I was sort of enjoying your discomfort."

Max just stared at him and tried to sort out what Michael was telling him, but he was so tired and angry, and it was difficult to face the logic of what he was saying.

Michael: "Max, Liz is really upset. If you have any sense at all, you will get your butt back in there . . . NOW!"

This last comment finally made it through the red haze that had been clouding Max's mind. She had only tried to surprise him, and now she was probably scared to death wondering what he was thinking. He was an idiot. He knew better than this. If he hadn't been operating all day with no sleep, he would've known immediately that there was nothing going on between Liz and Michael.

Max: "Michael, I'm sorry . . . . . "

Michael: "Understandable . . . now GO!" "You can apologize to me later when I can enjoy it." "Right now I'm concerned for my life."

Max (smiling for the first time all day): "I'm going."

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Max stepped back inside the apartment, and stopped in his tracks when he saw Liz sitting on the couch with her face in her hands, crying. He couldn't believe he had hurt her like this. As punishments go, this was pretty horrible. He deserved it, though. He sat down on the couch and pulled Liz onto his lap. She stopped crying abruptly and looked at him and threw her arms around his neck.

Max: "I'm sorry, Liz. I don't know what came over me . . . I saw you with Michael earlier today, and . . . there's just no excuse. I'm sorry."

Liz: "It's o.k. I can't imagine how I would've reacted under similar circumstances. Well, yes, I can, but I'd rather not think about it."

Max: "So, what was this all about, Liz?"

Liz: (chuckling but looking like she might cry again any second) "A fairly spectacular failure at trying to seduce you."

Max: "Seduce me?" "I hate to tell you this after you've gone to all this trouble, but all you have to do is be in the room."

Liz: (embarassed) "I know, but after last night . . . "

Max: (comprehension dawning) "Oh . . . you mean you wanted to . . ."

Liz: (blush becoming magenta) "Yeah. I had a really miserable night last night, and got no sleep whatsoever, and it seemed like a good idea at the time . . ." (She finished weakly.)

Max: "Do you still think it's a good idea?"

Liz (head snapping up and eyes wide): "Do you?"

Max (laughing): "No, I absolutely do not, but I can't help myself." (eyes falling to her pretty mouth)

Liz: (anticipating the kiss) "Max . . . "

Max closed his mouth over hers and sighed inwardly as his emotions settled into place, finally. She was warm and soft and smelled heavenly, and what was this thing she had on? She looked sexy as hell on a bad day, but this . . . . .

Max squirmed underneath Liz's bottom in an effort to get more comfortable. It didn't work. Liz brought her hand up to Max's face and delighted in the feeling of his rough skin against her hand. For the first time today, she felt content.

Abruptly, Max tightened his arms around her and stood up. The constricted space in his jeans had become distinctly unpleasant in a sitting position. Liz didn't even think about where they were going. She was too busy being kissed. Even the smallest details were perfect. Maybe it was just that he was perfect.

Some awareness did register in her foggy brain when she felt the cool sheets from the bed against her skin, but the next sensation drove out all thought of the last, when Max followed her down and stretched out full length on top of her. He was heavy, and he seemed so much larger than her normal perception of him. She didn't think she'd ever get enough of kissing him. It was a form of making love all by itself. She opened her mouth a little wider and Max didn't hesitate to take advantage of the invitation. Liz kept getting that funny falling feeling in the pit of her stomach every time he kissed her this way. She ran her hands inside his jacket and started to push it off his shoulders.

Understanding what she wanted, Max sat up and finished taking off the jacket. Liz sat up, too, and started to work on the buttons on his shirt. Max watched her hands move from one button to the next, and fought against the rising tide of desire that was threatening to consume him. She pushed the shirt off his shoulders and it slid down his arms and pooled on the bed. Liz placed the palm of her hand flat against his chest and felt the heat of his skin under her fingers. She slid her hand down to his stomach, exploring as she went. She was fascinated with his body and the way the muscles shifted under his skin. She moved on to the waistband of his pants and stopped to look at him, almost as if she were asking for permission. He swallowed hard, and tried to breathe, and Liz realized how much he was struggling. She said, "Tell me what to do for you." He picked up her hand and placed a kiss in the center of her palm, and unfastened his pants with his other hand. He stood up and pushed them down and off quickly along with the shorts. For one peaceful moment, he was distracted by the problem of her outfit and how to remove it. Having no such distraction, Liz poured all of her concentration into the pleasure of seeing this part of Max that she had only felt before. Max sat back down on the bed and pushed her backwards gently by placing his hands on her shoulders. He leaned over her and brought his lips close to hers but didn't kiss her. He held his face just above hers and looked into her eyes, and shifted until he was lying on top of her again.

Liz gasped at the new sensations that were coursing across her nerve endings. He slid his knee between her legs separating them, and rocked his hips forward pressing against her. Max was still watching her face, and gauging her reaction closely for any sign that she may have changed her mind. Finding none, he kissed her again slowly rubbing his lips across hers. He left a trail of kisses down her chin and throat before moving out across her collarbone. He pushed the spaghetti strap off her shoulder and continued leaving hot, wet open mouth kisses all the way across her chest to the other strap.

Without concious thought, Liz arched her lower body, blending her movements with the rhythm of Max's. Max slid down her body and slipped one hand under her back pressing upward until her head fell back, and then he opened his mouth over her breast and teased her with his tongue right through the lacey material that still covered her. Max lifted his head and found the material covering Liz to be quite transparent now that it was wet. That destroyed what was left of his resolve to slow down. He sat up and reached for the snaps that held the teddy together between her legs. Finding the material soaking wet did nothing to help him regain his control. His body ached for release. Liz sat up a little as Max pulled the teddy the rest of the way off of her. She was even more beautiful than he had imagined and his imagination had been darn good. He pressed her back down again and once more fitted his body to hers. Liz found that every nerve she had responded to the places where Max's body touched hers.

She felt like she was drowning under these new sensations. Her body was drawn tight . . . waiting. Max, looking into her eyes, silently asked her if she still wanted this. Without speaking, she communicated that she did. Max kissed her again, this time with a ferocious intensity that stole her breath. Now she was aware of how much he had been holding back. She kissed him back, and he slid his hand between their bodies to find her wet, swollen passage with his fingers. He caressed her until she was writhing against his hand, and he couldn't wait another second.

Positioning himself at the entrance of her body, he slowly began pushing inside her. He paused for just a moment, until Liz opened her eyes and looked into his. He could see a little fear in her face, but no pain. He pushed again, and stopped when he heard her suck in her breath. She felt stretched and unbearably full, but not really in any pain. He waited and then rocked forward a little more, and her body yielded, relaxing and then contracting all around him. Liz felt her mind open up right along with her body, as she adjusted to having Max inside her. She felt his heartbeat merge with hers as it changed pace to fall in line.

She felt her breathing change to match his, so that it was as if they were one person. He heard her thoughts in his mind and knew everything she was thinking at this moment. The thought that hit him the hardest was the overwhelming knowledge of how much she loved him. She felt his emotions as if they were her own, and the certainty of his feelings for her almost brought her to tears. She felt the control he was exerting over his body, because now she could feel the sharp, insistent need in him. She pulled her legs up just a little, but it was enough to press him deeper into her. Max desperately did not want to hurt her. He wavered for a moment, and Liz tentatively moved her hips, silently telling him that she was fine. He took over then, slowly at first, but building quickly into a much faster pace.

The violence of orgasm was a shock to Liz, as it raged through her and left her completely spent. Max was just as surprised as Liz at the intensity of the bond that been forged between them. If he had thought to put an end to being frustrated by making love to her, he had made a serious tactical error, because now he needed her in a way that defied description. Liz wondered, too, at this new direction her life had taken. She felt different inside . . . like somehow old things were missing and new things had taken their place. She would never be a whole person again without Max. He would never be a whole person again without her.

They didn't know it yet, but soon they would find out just how true that was . . .

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