"I've had more than one fantasy about taking you on this biology table." He admitted between kisses he was planting all over her neck and then the tongue he traced her ear with.

Liz moaned again and pulled Max closer. She couldn't get him close enough. She wanted more. She needed more.

Max's own answer was to slowly run his hands under her sweater where it gapped between her jeans and her stomach. He felt Liz's stomach suck in reflexively at the first touch of Max's hot hands. He continued up her stomach, his fingertips gently tracing a path as they slid up further, taking her sweater with them.

Max released Liz's mouth long enough to pull the sweater over her head and let that fall to the ground as well. Then he was kissing her again.

Max had to be the best kisser in the world Liz thought as her head spun. Max's kisses were more powerful than anything she could imagine.

When Liz felt Max's hands gently touch her shoulders, then trail his fingertips down her chest, and hesitate at the top of her bra, they both stopped and tried to draw in air.

Max met Liz's eyes and saw her plea in them. He groaned and gently slid his hands around the back to find the clasp. When he released it, he slowly pealed the bra away from Liz's small frame.

The site of her small, perfect breasts, and perky pink nipples begging for his touch took the rest of Max's breath.

With shaking hands he covered each breast gently. He could feel the stab of heat in both hands, where her nipples poked at him.

Max shifted back a little to get a better look, then he slowly caressed and explored Liz the way he had always dreamed. "Ah Liz, so soft, so beautiful." He said in a gravely voice, that was filled with passion. He knew he had to taste her.

Liz had her eyes at half-mast, as she held Max's forearms lightly and watched as he explored her ever so gently.

She gasped, when Max took a nipple between two fingers and slowly, lightly, rolled it around. Liz's nails dug into Max's forearm as she bit her lip to keep from crying out.

Just when she felt she needed more, she saw Max's head bend down closer to where his hands had been, and she held her breath in awe as Max's hot, sexy mouth closed over one nipple.

He tugged, and then sucked, and Liz grabbed his head and held him to her. Giving a small sob of shear pleasure.

Liz wanted to see and feel more of Max. When she put her hands on his chest to ease him back, Max immediately stood up and waited.

Liz smiled and started to unbutton his black shirt. When she got half way down to almost his navel, her hands couldn't wait another second. She slid her own soft, warm hands inside his shirt and caressed his strong, muscular bare chest.

Max's own breath was ragged as he let her explore him the way he had her, and helped her by opening his shirt the rest of the way. He was going to take it off, but didn't want Liz's hands to leave his body, not even for a second. Her hands felt so good on him.

He moved closer again, between her legs, and nestled back into her little nook, and once again trailed Liz's own breasts with his fingertips. Taking her nipples between his fingers again, knowing she had liked that before.

When Liz's hot hands left his own now hard nipples, and traced a path down to his navel, he sucked in his breath.

Liz was looking to the large bulge beneath his jeans, her eyes wide with curiosity and awe.

Before Max could even think what to say, Liz was unbuttoning his top button on his jeans, and pulling the zipper down.

God he knew he should stop her. Now! Before this went any further. But then he felt her hand close over his hard heat, with only the thin layer of his boxers between them, and any bit of rational thought that he had left, was gone.

Liz jumped off the lab table and turned Max toward it. Max leaned against the table and swallowed, hoping he wouldn't lose it before Liz did whatever exploring she planned.

Max watched through eyes at half-mast, as Liz slid his pants and boxers down his legs all at once.

He held his breath, as Liz's eyes caressed every inch of him.

God! She thought. He's so big, and I'm so small. Then she swallowed, shook off the first thought, and realized that this was Max. Max, waiting so proud and hard in front of her. Max groaned aloud when Liz's little hand captured his pulsing flesh and ran her hand up and down his stiff shaft.

Max began to move his hips, unconsciously showing her how fast to move her hand up and down his flesh.

Liz was overwhelmed with it all. Having Max almost completely naked to her, with his legs spread, to give her better access to his aching flesh, made her body start to shake with tremors of arousal. Her senses were so heightened she could go up in flames herself, any moment.

Max moved faster, and Liz followed his pace, measuring him as he slid through her hand. She couldn't take her eyes off of him. He was so beautiful. Her Max.

Max couldn't stop it now if the place blew up around them. God, here was Liz, with her hands on him, caressing him the way he had only dreamed, fantasized about late at night.

Max knew he couldn't hold out any longer, and he threw his head back, swallowed a sharp cry, and exploded as the girl of his dreams continued to caress him, coaxing every last drop out of him.

Liz's whole body was humming like a live wire. Watching Max with his head thrown back, his hands gripping the table behind him, and his body arching out toward her as he exploded, made her want to explode with him.

She continued a gentler caress as Max finished, but she still didn't want to let him go.

Max finally opened his eyes, and looked down at Liz.

The blazing love he felt for her was burning in his eyes as she looked up at him with a shy smile, and slowly released him from her grasp.

Max chuckled and fell even deeper in love with her if possible at that moment. "Now she's shy." He teased with a cute grin that made his dimple show, his eyes still caressing her with his love.

Liz laughed softly at the truth of his words, and then she stood up. Her body was still on fire. And she needed Max to hold her.

Max knew her thoughts somehow, for he pulled her to him, and began kissing her mouth again. Lightly at first, with little nibbles, and then when Liz's mouth opened on a breath of air, Max slid his tongue back in to taste her again.

She was so hot and so beautiful. Max trailed a path of kisses down to her breasts again, and he enjoyed the tastes of Liz everywhere. Taking her quivering nipples into his mouth, one at a time, and loving them so completely. He pulled her nipple up against the top of his mouth and caressed it with his tongue.

Liz cried out and held his head closer. Max's mouth was burning her up. She was turning to liquid, and could feel the actual proof of that between her legs.

Then Max's mouth trailed down to her navel, and he explored that while he undid her own jeans, and slid them down her legs.

Liz was just swimming in feelings, and she cried out when Max placed his open mouth against her panties, right where she was so hot.

Max's own head was spinning. The taste of Liz was incredible! He needed it all. He slipped her panties gently down her legs, and they too pooled at her feet with her jeans.

Max just stared. His Liz was beautiful. She was the most beautiful creature in the universe. And she was his.

Max stood and lifted Liz out of her jeans and panties that were pooled at her feet, and placed her back on the biology table.

The cold marble against her hot bottom made her squeak, and Max laughed a deep playful laugh. He knew without words, what Liz was feeling.

Liz met his gaze and saw the love and happiness in Max's eyes, and she wanted to cry. But Max wouldn't understand that it was from the beauty of being like this with Max, and how happy they were. So she bit her lip and then gasped when Max slowly eased her legs apart, and knelt down in front of her.

The first touch of Max's finger, against her swollen flesh, brought about a surge of liquid that surprised her.

She saw the surprise in Max's eyes as well, and then saw the tiny smile that crossed his face as he realized what he could do to her as well.

"You're so beautiful, Liz." He said hoarsely, not taking his eyes from the soft petals of flesh that surrounded the little pink bud that was pushing out between them.

Max ran a finger gently down from her nub and parted her lips and found her slick and hot. Her scents were making him drunk. And he knew he needed to taste her here too.