Liz started drifting off again, lulled into sleep by the warmth of Max's body and the gentle rise and fall of his chest as he breathed in and out, slowly and rhythmically. She was comforted by the steady beating of his heart, recalling that just a short while ago, it had been pounding rapidly in her ear. She loved the fact that she could have such a profound affect on his physical and emotional self.

"Max," she mumbled sleepily.

"Hmmm?" he mumbled back

"Do you get turned on when you turn me on?" she wondered allowed.

Uh, huh," he replied, nodding his head slowly. "All the time. I love making you happy, Liz," he confessed. "When you're happy, I'm happy," he whispered, kissing the top of her head.

"Mmm, I thought so. Me too," she replied, nuzzling his chest. She yawned and snuggled in closer, and he wrapped his arms around her securely, breathing in the strawberry scent of her hair. Her toes skimmed his calf and he shuffled his leg closer to hers. Soon, he felt her even breaths, puffing on his chest and he closed his eyes in contentment, his mouth turned slightly up at the corners as he dozed.

~ ~ ~ ~ ~ ~ ~ ~ ~ ~

Liz woke about two hours later, her leg cramped from being in such an awkward position. She glanced at the clock and groaned. It was 2:30 a.m.! She tried to remove herself from Max's grasp without waking him, but he stirred and his eyes drifted open when he felt her movement.

"What's wrong, Babe," he called out to her, as she limped into the bathroom.

She turned and smiled back at him. "It's nothing, Max, hon. Go back to sleep. I just have a little cramp in my leg." She disappeared into the bathroom and Max stretched his arms up over his head. He yawned widely, shook his head and groaned as he sat up and flipped his legs over the side of the bed. He rubbed his eyes and looked at the bedside clock. *Two thirty! Oh God, he thought. I am gonna be wasted tomorrow!*

He stood up and walked into the bathroom to check on Liz. She was sitting on the toilet lid, trying to massage the ache out of her leg. She looked up when she heard him come in and smiled weakly at the situation.

I'm sorry, Max. I didn't mean to wake you."

"No, it's okay Babe. Here, let me see," he said patiently. He took her leg gently in his hands and felt for the cramp. He located it quickly and massaged the pain away with a touch of his hand.

Thanks," she smiled.

"My pleasure," he grinned. Her hair was all tousled and she looked adorable sitting there all naked and vulnerable. He reached down to pick her up in his arms and he carried her back to the bed. He lay down next to her, pulling her in close. He looked at all the food on the night table and chuckled.

"Were you planning on feeding an army?" he laughed, as he indicated the bowls of fruit and the donuts and drinks.

"Well, no, actually. I was planning to feast on you," she giggled. "But, I ran out of steam."

"Oh really?" Max teased. "So, what did you have in mind next?" he encouraged her.

"Oh, a little cream here, a strawberry there," she joked.

"And what about the cherries?" he said in a low voice, looking at her more seriously.

Her voice caught in her throat, and she could barely whisper her reply, as she felt the flush of heat rising in her cheeks. "I thought I'd save those for you," she breathed softly.

Max sat up, studying her facial expression for any hint of hesitation on her part, but she returned his gaze evenly, even though she was clearly agitated. Her breathing had become erratic and she was flushed with desire. Max gulped as he contemplated what he was going to do and glanced over at the bowl of cherries , red and glistening. He picked one up by the stem.

"Lie flat and don't move," he whispered hoarsely. He maintained eye contact with her, not sure what her response would be. He leaned down to kiss her tenderly on the mouth and pulled back once again to watch her face. There was nothing there but trust and love and he smiled slightly at her before he bent down again to kiss her breasts, tonguing her nipples lightly for awhile. She sighed and moaned as he loved her body.

He moved down along her abdomen, lightly kissing her warm soft flesh, nuzzling it with his nose as he continued to explore her anatomy. She smelled like strawberries and cream, and he breathed her scent deeply and reverently. Liz's hand strayed down to his dark head, playing with the thick mat of hair, running her fingers through it lightly. He stopped at her pubis, stretching out his tongue to flick at the curls. She moaned, pressing his head with her fingers to egg him on.

He sat up and reached for the can of cream. Liz's eyes flew open, and she felt a jolt of desire soar through her as she watched Max, his chest heaving and his eyes glazed dark with passion, as he returned to her mound. She lay there unmoving, her heart pounding furiously in her chest as she anticipated his next action. Her mouth was dry and she panted hot puffs of air through its slight opening.

He gently lifted her thighs from the bed, kissing them and nipping at the sensitive flesh. He ran his tongue over the incredibly smooth skin that nestled her pelvis. He felt the waves of heat radiating from within, and nuzzled it open with his nose. He flicked out his tongue again, tasting her essence and groaning with wild abandon as he lapped at her swollen flesh. Liz held his head in both hands now, shoving it deeper toward her centre.

"This may feel cold," he warned, as he sprayed her with the cream. She jumped in shock from the change in temperature, waiting for his tongue to return to its place of origin. He took his time, placing the can on the floor, before he lowered himself to her mound again.

"Oh, Max!" she cried out, as she felt him lapping up the cream. "Oh God, Max, that feels so good!" He grunted in return, focussed on nothing now but his mission to please Liz. He held her hips, his large hands wrapped around her buttocks, squeezing them with every thrust she made. She writhed in pleasure as he continued to tongue her, changing from the tip where he could swirl at her clitoris to the valley between her swollen labia, where his tongue flattened out and then pointed again as he swept inside her entrance.

Max next took the cherry that he had been holding in his hand, and slipped it into Liz's passage. She felt the unfamiliar object being slid back and forth through the sensitive entrance to her vagina, and gasped at how sensual it felt. She pulled herself up to see what Max was doing and smiled when she saw him pinching the cherry stem and gliding the fruit in and out of her wet entrance.

She brought her own hand down to massage her clitoris while Max was busy with her passage. He leaned up to kiss her fingers, adding his own tongue to her pleasure as he slid it back and forth between her folds. Max pulled the cherry out and sucked on the juices that clung to it. Liz watched in awe as he placed the cherry in his mouth and bit down on the fruit, relishing the taste of it and Liz's own juices mingling together. He then spit the pit out and returned to her wet core, gently removing her hand from her erogenous zone. He sucked and kissed each wet finger and then sprayed her centre with more cream and returned to his lathing.

Liz's head was swimming with these images of what Max was doing to her. There was nothing else she could focus on, nothing else she wanted to focus on. She moved her legs up to Max's shoulders. He grasped her bottom, pushing her mound up higher. She was more open and vulnerable to him now, and she accepted this. She yearned for release and yet when she felt the first tremors of it, she deliberately held back, wanting these excruciatingly, sweet moments to last forever.

Max sensed her reluctance and decided that he would push her harder. He sucked hard on her clitoris and this tore a low, moan from her, deep within her chest until it reached a piercing crescendo. She grabbed her pillow, covering her mouth so as to mute the scream that was about to erupt from her. She trembled violently as she could no longer hold back the torrent of release that ripped from her.

She arched up so high from her bed, that Max almost lost contact with her core. He squeezed her buttocks as she continued to buck wildly. She dug her heels into the mattress, and rocked into his mouth, coming again and again in multiple waves. This continued for a few minutes until her legs became so weak that they crumpled from beneath her.

Max removed himself from her pubis and slithered up her body. His face was soaking from his endeavours and he wiped it on the sheets. He smelled strongly of Liz's scent still and she sensed his presence rather than felt it. She was so overcome with exhaustion that she felt nothing but her own vibrating body as it tried to come to terms with what had just occurred.

Max nuzzled her neck, kissing its warm sweetness. She responded by moving towards him, eyes still closed, groping in the darkness for his warmth like a new born kitten.. Her mind still did not register his physical presence.....just the essence of his being. She mewed for his touch and he kissed her lightly on the lips. She pursed them, registering the strange taste, licking her lips to try to distinguish it, but she could not place its identity. She drew closer to him, so that she could smell him better. She wrinkled her nose and pulled back, still unsure of the origin of the unusual odour.

Her hand moved to his jaw and she ran her fingers lightly over it, smiling at the familiarity of the strong planes. She drew a line down its length, and brought her fingertips to his lips. He pecked them and then drew one into his mouth. He sucked on it gently and she withdrew it and placed it in her own mouth, sucking on it as he had just done.

A beautiful smile registered on her face and she finally opened her eyes to see Max smiling back at her, his eyes twinkling with pleasure. She grinned back at him, wrapping her arms around his neck and pulling him in for a deep kiss. Her tongue invaded his mouth and she pulled his into hers, sucking on its length.

"I can taste me," she marvelled, as she spoke for the first time.

"Mmmm, so can I," Max growled as he kissed her again. "And you taste delicious," he added. "Better than all the strawberries and chocolate in the world," he murmured, sucking on her bottom lip.

"Thank you," she blushed.

"No. Thank you!" he chuckled.

"You taste pretty good yourself," she continued, giggling as he nipped at her ear.

"Good. I wouldn't want to taste nasty!" he smiled into her beaming face. "That wouldn't be fair now, would it?!" he teased, running his tongue down her neck.

"No, it wouldn't," she panted, as she realized, in shock, that she was becoming aroused again. Just a few minutes ago, she thought she would sleep for hours, but now that Max was caressing her body, she wanted him desperately.

"Max," she croaked. "Make love to me. Please," she breathed into his ear, as she clung to his neck.

He shuddered in response and quickly rolled on to her body and took his position between her legs. Luckily, he had brought plenty of protection, and he readied himself in a flash. He kissed her passionately as he entered her warmth and darkness. He drove into her wildly, overcome with the feelings of her own ferocious passion. He pressed himself to her tiny form, needing to feel her closeness inside and out. He rubbed his chest into hers, feeling the sharp peaks of her erect nipples grazing his firm pectorals.

He loved this tiny creature with every ounce of his being and he still couldn't get close enough to her. He wanted to be within her, to melt into her flesh and become a single unit and he cried out in frustration as he drew in and out of her. It wasn't enough for him to just make love to her ....he needed something more. He drove in and out, pumping desperately to ease his ache. Liz shared his desperation and slammed into him with equal force. She dug her nails into his shoulders as she lifted her legs higher, wanting him so deep inside her that he would join her permanently.

She removed her mouth from his, taking in great gulps of air. He rose up on his arms to give her some more breathing space, his chest heaving with difficulty . The sweat from his exertions dripped down onto her creamy breasts, mingling with her own perspiration. She looked up into his dark eyes and pulled him back down immediately, covering his mouth with open, wet kisses. She ran her tongue along his jaw and down his neck, lapping at the salty trail of sweat droplets.

He moaned as she licked him, and he sucked on her neck to taste her flesh, too. She kissed his face and sought his mouth again, shoving her tongue deep inside as she tangled it in his own. Max felt his impending explosion and slowed his pace deliberately to prolong this act. He was sure that Liz wasn't ready yet, and he was surprised when she picked up the pace again, shaking her head in annoyance.

"Are you ready?" he whispered harshly against her cheek.

"Yes, yes," she cried out desperately. She began to jerk and buck beneath him. "Max. Oh Max!" she groaned as she felt the powerful electric jolts surge through her body. They ran from her pelvis, up her spine and down her legs and arms. Her fingertips and toes curled in response to the charge and she sobbed as she felt the immense intensity of Max's own release.

Max felt fragmented as his explosion tore from him. It seemed that all of his essence flowed from his body to mingle with Liz's. He gazed into her eyes and recognized parts of him in there, staring back at him. He gritted his teeth as he felt his spine and pelvis crackle with the release of pent up energy.

"Liz! Oh my god, Liz, I love you!" he keened, as he rammed into her, the muscles in his thighs straining from the unrelenting pumping. He finally collapsed on top of her, his legs twitching as they relaxed for the first time in a while. He was so exhausted that he couldn't budge from his position atop her. She didn't mind, because she couldn't get him close enough, either. They both breathed in rattling breaths, shuddering for air.

Max felt as though his heart would explode, it was pounding so hard in his chest. He lay there feeling the same pounding coming from Liz's heart. He was surprised to find that the two rhythms were in sync. Maybe they had joined after all, he thought amusedly. He had never felt so close to her before and he turned his head to kiss her earlobe.

"Was that good for you?" he teased, when he felt he could speak.

"What do you think?" she dead panned.

"I think it was very good," he chuckled. "For both of us," he sighed, as he sought her lips again.

"Yeah! It was very, very good. I would even say it approached excellent," she giggled.

"Hmmmm, excellent! Yeah, it was pretty excellent, wasn't it?" he smiled, taking her mouth in his again. "Mucho excelente, " he murmured into her lips.

They kissed some more, lazily fondling one another. Liz held Max's now flaccid penis in her hand. "Oh that reminds me," she joked. "I think I'll make a banana split tomorrow. You know, slather a banana," she said, tweaking his manhood, "with whipped cream and chopped nuts and sliced strawberries, drizzle it with chocolate, and top it off with a cherry."

She felt Max's shaft come to life, rising slightly at her description. He groaned and grabbed her mound, cupping it in his capable hand. "You did that on purpose," her growled. "I should pay you back for that you little minx!"

"Pay me back tomorrow," she begged. "I'm too tired to even enjoy it now!"

"Alright, then," he promised. "I'm gonna have Cherries Jubilee, flambe` and all! I'm sure you can generate enough of a flame for that, can't you Babe!" he wheedled.

"Oh yeah, baby! Just you watch me!" she chuckled.

~ ~ ~ ~ ~ ~ ~ ~ ~ ~

"What time is it," she managed to get out some time later, after they had kissed and professed their love countless times.

Max looked over his shoulder at the clock. "It's 4:00 a.m.," he groaned.

"Oh, that is so late!" Liz exclaimed. "We should try to get some sleep," she yawned.

"I agree," Max returned sleepily. "Thank God we don't have to work today! I'm gonna lay in bed all day with you," he murmured, as he nuzzled into her neck.

"Mmmm, that sounds so good," she sighed, wrapping her arms around him and kissing him one last time before she quickly nodded off.

Max soon followed her, remembering with lusty fondness the events of the night.