Was Isabel right? Was his real excuse for stepping back from Liz because he was afraid, and that it had nothing to do with his balance? Or was it as Maria laughed at him and said, "Welcome to the world of any relationship Max. Your balance will change when you add to the equation."

He knew he missed Liz all the more tonight. Being back up here on Liz's roof, this close to her, knowing that he could be holding her, kissing her, and that she would let him, was heady stuff. He was glad it was dark; he didn't have to hide his obvious arousal that seemed to stay that way lately whenever he even thought about Liz.

He shifted away from the wall as he saw her light go out and then her window slide up. He didn't want to scare her, so he whispered lightly as she stepped out.

"Hey."

Liz still spun around, but recovered knowing that voice anywhere.

"Um…Max, what are you doing here?" she asked, walking up to where he was standing with his hands in his pockets.

He looked down at her and couldn't help but smile. Only Liz could just walk up to him with her big, beautiful eyes full of questions, and make him want her to the point of agony. He wanted to just hold her. Heck, he wanted a hell of a lot more than that, but he'd be happy just touching Liz. Holding her in his arms. Having her snuggled up in his as they watched the stars.

Max cleared his throat, 'down boy' he reminded himself. "I heard what Pam said at the Crashdown earlier tonight."

Liz sighed and nodded. "Yeah."

"You ready?" he asked.

Liz studied his features looking for any emotion in his eyes. He could be so closed off from people, but usually Liz could tell what was in Max's soul from his eyes.

He met her look calmly but determinedly. "Max…you don't have to do this. This has nothing to do with you." She tried anyways.

He felt like he'd been punched in the stomach at that last remark. Those were almost the same words she had used with Kyle when they had broken up and he had followed them to that motel. He had thought then, that he hoped he'd never hear that from Liz. But now he had. And he deserved it.

"I'm not going to argue with you Liz. I'm going to go either way." Max said with a clenched jaw and determined eyes.

She saw the hurt flash in his eyes at her words, but knew he would not let her go alone no matter what.

Max stepped over the ladder leading down to the alley, and held out his hand to help Liz over the wall.

Liz hesitated, then took his hand casually, and let him help her over the railing. Not that she really needed the help, but she wouldn't admit that. As long as there was an excuse to touch Max she would do anything.

***************************

They made it to the school in silence, walking fast, but looking around cautiously. They reached the back of the school, near the biology room, and as Max passed his hand over the window lock, Liz heard it unlatch.

Max climbed in the window and then reached for Liz's hand. Liz knew that Max could lift her up completely with just that one big strong arm. But again she hesitated because whenever they touched, she was vulnerable to him. But she wanted that touch. The warmth of Max's big strong hand enveloping much smaller one.

Max helped Liz into the classroom and when she jumped down from the sill, with her hand still in his, they were touching.

Both of them gasped and stepped back. Yep, definitely fireworks, Max thought to himself as he wandered over to the front of the biology room.

Liz followed, looking on Ms. Hardy's desk but seeing nothing. She frowned. This is where Pam said it would be.

"Too many people might see it before Ms. Hardy got to see it." Max explained, knowing what she was thinking. He searched around the desk, and opened the front drawer.

"Bingo." He smiled grimly as he lifted the paper out. He glanced at the picture again with raised eyebrows as he handed it to Liz.

"Maria drew that?" he asked, a small amused smile on his face that he was trying to hide.

Liz laughed softly. "No. Tammy Wallace drew it in their first period together, and Maria thought I would get a kick out of it since Ms Hardy's been on my case lately."

Max nodded and glanced at the picture once more. Then he cleared his throat to clear the tension that was building as they stood in the dark room, close together, and glancing at the picture of Ms. Hardy on her knees in the eraser room, in front of the history teacher.

Liz shivered slightly and crumpled the paper before shoving it in her jacket pocket and zipping it up. "I couldn't imagine anyone doing that to Mr. Greco."

Max swallowed; a sudden image of him and Liz alone in the eraser room had him needing to adjust his jeans again.

Both of them moved toward the window at the same time, and brushed against each other.

Max's much larger body almost knocked Liz over, causing her to reach out and grab his big shoulders, and Max to place his hands on her waist to hold her close so she wouldn't fall. Liz found herself fully in Max's arms, and melted. It felt so good being back in his arms. Then she felt Max's obvious arousal between them. Unconsciously, Liz sucked in her breath, and moved into it more. Causing her stomach to glide across it.

Now it was Max's turn to suck in his breath. He was standing as stiff as he could. Trying to get up the control to move away from Liz, or at least not to move closer, as he was dying to do.

Liz's whole body was pounding with the blood rushing through her veins. She felt so alive. Max. Max was everywhere. His hands were on her waist, and the front of her was tight up against Max. His big strong chest pressed tightly to hers, his strong legs were between her spread ones, and that exciting bulge against her stomach made her head spin. She could feel Max's breath part her hair he was breathing so hard. She knew he too was losing control.

Liz tried to move, but only made Max groan when she again slid against his arousal. How could she not! It was pressed up against her stomach. Every time she breathed in she caressed it.

Liz felt Max's breath shift to her ear, as he tried to turn away a little. He was trying to take a deep breath to clear his head and get him moving. But as he turned, his lips brushed against Liz's little ear.

They both gasped, and Liz's legs gave out. Max had that force over her, and being this close, she was lost.

Max swore under his breath as he felt Liz fall. He lifted her up, knowing it was a lost cause, and looked around and seeing their table, he carried her to it, and sat her down on it.

Liz thought Max was going to pull away, and she didn't want to lose his heat, his warmth. Him. She reached for him, only to find that Max was shifting to get closer to her. He too had lost the fight.

As he shifted closer, Liz's legs opened so he could step close and snug against her.

"Max…" Liz whispered. But it was more like a plea.

Max's response was to capture her face with his hands, and look deep into her wide, aroused eyes.

"Liz. God Liz. What you do to me." Max admitted as he lowered his mouth slowly to her full, parted, moist ones.

Liz held her breath in anticipation of tasting Max again. Their lips gently touched once, then again, and then Max groaned and closed his hot mouth over hers completely. Max couldn't get enough of Liz. The taste of her; Her scents; her sweet arms wrapped around his back, and her own heat, pressed up against his throbbing hardness had his blood pounding in his own head. Liz couldn't get close enough; their jackets were in the way. She started to unzip his and push it off of his broad shoulders. Max helped her finally, not taking his lips from hers, and let the jacket fall to the floor. Then he was unzipping Liz's own jacket and slowly slid that off of her too. All the while his lips never left hers.

He made love to Liz's mouth. Taking her mouth the way he wanted to take her body.

When Liz felt his tongue slide into her mouth, she gasped again at the sensations Max aroused in her, and then could only moan and hang on to him as he completely devoured her mouth with his.

Liz felt Max tongue in every recess of her mouth, finding every sensitive spot she didn't know she had, and then he slid his tongue against the back of hers, causing her to melt against him more fully. Max demanded a response from Liz's own tongue as he caressed hers until she was as crazy with need as he was. Their tongues dueled, and Liz suddenly needed to explore Max's mouth the way he was exploring hers.

Liz moaned and brought her legs around him to bring him even closer. Then she ran her hands through his soft, sexy hair and pushed her own tongue into his hot, hard, incredible mouth.

She returned the exploration by tasting every inch of Max's mouth. She was drunk on the tastes of Max, and the feel of him all around her.

Their breathing and moans were the only sounds in the quiet biology room. When Max finally let her mouth go, and traced a path to her neck, with his open mouth, Liz wrapped her arms tighter around Max and closed her eyes, leaning her head on his large shoulder.

She couldn't believe they had not only lost control, but also here, in their biology class! Right on the table where they worked together every day.

Liz gave a little chuckle and Max raised his passion filled eyes in question. She saw his hair falling over one eye, and his mouth all swollen and wet from their kisses.

Liz nibbled at his beautiful lips as she answered his silent question. "I can't believe we are here like this, on our biology table!" Liz laughed again, but continued to nibble at Max's lips, which were trying to capture hers again.