Slowly, Max lifted Liz's T-shirt over her head and then he just stared.

Liz saw the look in Max eyes, held her breath and waited. The look of awe and passion that filled Max's face humbled her, and brought her pouting nipples to an even greater peak. Max's utter pleasure of seeing her like this was heady. "Liz...." Max whispered gruffly, "You're so beautiful."

Gazing down into her upturned face, he ran his tongue over his bottom lip, savoring the intoxicating taste of her lingering there. He wanted to bury himself inside her. But that would wait. He wanted to please her, the way she had pleased him. She deserved to be pleasured in as many of the hundred ways he'd read up on late at night when everyone was asleep. He would imagine himself doing every one of those things to Liz, that he'd read about. Now, here she was ... and he was going to show her how much he loved her.

With his hands on her shoulders, he drew her closer. The brush of her bare breasts against his bare chest sent a shock waves of awareness through him. So soft, yet firm, and round. Her rosy pink nipples puckered against him.

The heat that speared through them at this next connection made the both gasp.

Liz could feel her nipples hard against Max's own rough nipples. Brushing against each other, breast bone to breast bone, nipple to nipple.

Then he leaned back slightly to give his hands room. He ran one hand down the sleek skin of her arm, then slid his palm up her ribs to cup her breast, finally. His thumb brushed over her nipple, making it swell and harden even more. A tiny sound escaped her lips.

Liz swallowed as Max's big hands trembled as they gently touched her.

"Liz....so beautiful....so soft," he said in awe, his breathing heavy.

Liz too, was breathing heavily. The feel of Max's large warm hands caused her head to fall back, her eyes to close, and a moan to escape her. Her lips parted slightly.

Liz couldn't stop shaking. Max's big warm hands were right where she wanted them. He was gently touching and tracing, and memorizing her breasts and watching the way his darker hand looked against her very white, soft skin. And her nipples that stood up all pink and proud made him swallow again.

Liz watched Max, as he did some looking and feeling of his own. He was just as fascinated by her differences as she was of his.

Suddenly Max looked up from her beautiful breasts, and met her eyes, she was all soft and warm and responsive, and almost totally naked. Stretched out on her bed, all his for the taking. Seeing Liz so aroused, and all his, caused Max's own groan. He pulled her close, and slowly lowered his head to touch the tip of his tongue to her trembling breast.

He was tentative at first, gently tasting and tracing her softness with his tongue as he showered light kisses over her breasts, exploring all of her. Finally, he gave in to temptation, and while his hands continued to trace her softness, he opened his mouth over a pouting pink nipple. When he sucked on it strongly, Liz gasped and pulled his head closer. "Yes!" she cried.

Hearing her approval, Max sucked all the harder, his other hand molding and shaping her soft flesh. Taking her other nipple between two fingers, as she had done to him, he worked it gently. "Tell me if I hurt you," he said raggedly against her one nipple. "I don't want to hurt you, Liz."

"Oh, Max...it's so good...your mouth is sooo incredibly hot...don't stop..." she cried as she ran her fingers through his soft hair.

Max switched breasts. He could tell how hard to suck by Liz's sounds of pleasure and the pressure of her hands on his scalp. He couldn't get enough of the taste of her. His head was spinning with her tastes, and his body burned. He used his lips to trace her nipples, then moved down and around her shape, and was pleasantly surprised at how she cried out when his tongue traced the line under her breast. "I never knew that was so sensitive," Liz whispered, making Max smile. Max leaned back a little and traced a delicate vein with a shaking finger, then followed it with his tongue. She tasted so sweet, and the sound of her tiny cries increased his arousal.

"Max....." Liz groaned and her hips started moving, rubbing against his bare leg. When she rubbed against his arousal Max inhaled sharply and sat back.

He slowly exhaled and tried to slow them down again. There was so much more of Liz that he wanted to explore. He finally had the woman of his heart in his arms, and he wanted their first time to be special and perfect for her.

He concentrated, instead, on that book he had been memorizing. With a half smile, he took her hand, which was clenched at her side, and pressed her open palm over his mouth. He watched her through half-lidded eyes as he took a finger and slid it between his lips. Max smiled when Liz's eyes widened with arousal. He slid her finger in and out of his mouth, lightly sucking on it. He loved the taste of her delicate hands that he had fantasized about for years. There wasn't an inch of Liz that he hadn't fantasized about and he planned on tasting every inch.

Next, he took her arm and traced a dainty wrist with his tongue. When he heard Liz surprised gasp, he smiled and started up the inside of her forearm, to the soft bend in her arm. He licked and swirled his tongue in circles along that sensitive crease.

"Oh....Max.....how do you know to ... do that?" Liz sighed, trying to talk and breathe at the same time. Her senses were all alive and tingling.

His eyes smoldered with fire as they met and held hers, probing her very soul. "I told you Liz, I know a hundred different ways to please you. I've been reading up on it a lot lately," he admitted hoarsely, and continued up her arm.

The inner side of her arm above her elbow felt his hot tongue next. Liz gasped, not believing these places could be so exciting! Then she nearly jumped when his tongue dipped into her armpit.

"Max!" she sucked in her breath. The emotions swimming around her body made her head spin. In response, Max lifted her arm above her head and swirled his tongue around her sensitive armpit, then all the way back down her arm, again to her fingers -- tracing each with his hot tongue.

Liz couldn't believe how naturally sensual Max was. She had known she loved him, and that he would be gentle, but this ... this was unlike anything she would have dreamed of.

As Max treated her other arm to the same care, Liz sighed and closed her eyes, just enjoying the new sensations. Her body was completely open to whatever he wanted to do next. She trusted him completely.

Liz was so pliant in his arms and under his caresses. He couldn't get enough of her, and he kept thinking of new places he wanted to explore. He ran his tongue up and behind her jaw, till her reached her ear. He slipped his tongue into the little sensitive opening and pushed in and out.

Liz cried out and lifted her hips.

Max ignored his own body's cries to mate with this incredibly sexy woman whom he loved, and concentrated wholly on pleasing her. He continued down her neck. His tongue traced a trail between her breasts, while his hot hands gently cupped each one and squeezed them softly, then continued down to her quivering tummy. The sudden barrier of her little panties made him groan and sit up. Seeing her soft, lacy panties made him bite back hard on his passion. He wanted her so badly! His flesh was crying out to be buried in her. He swallowed.

Not able to wait another second, he continued his journey over Liz's slim little tummy, over the spot he had touched when he'd saved her. Leaning over her again, he traced her ribs, and swirled around her navel, tempting her with the awaiting pleasure there.

Liz's body was arching into his loving tongue, and when Max finally dipped his tongue into her navel, she cried out. Max smiled against her tummy, and continued mimicking love making in her navel. Both of them were surprised when Liz's body convulsed, and she cried out in release.

Max quickly moved over her, held her tightly and kissed her deeply as she rode the waves of pleasure -- their kisses desperate and deep. He couldn't believe how high he felt, how good he felt, bringing Liz that final pleasure. He had dreamed of this moment so many times, but never had it come close to the beauty of this.

Max leaned back when Liz stopped trembling. He needed to see all of her. He let his hot gaze roam over her panties again. Taking a deep breath, and with shaking hands, Max slipped his fingers in on either side of her panties, and slowly, eased them down her hips.

Liz's head was pounding with excitement. Max was perfect. He was loving her so well. She felt so sexy, with Max looking at her with such blazing hot eyes and he revealed more of her to him.

As her underwear slowly slid down her body, Liz gasped, her eyes burning into his as she waited. Her body was still humming, waiting for Max's continued caresses. She raised her hips to help him remove her panties.

Max, his own eyes dark and dilated, drank in the sight he'd revealed. Liz's body was fully exposed to him. When he reached her aching femininity, he groaned and sucked in his breath. The tight black curls, and the little swollen flesh that greeted his gaze caught him deep in his stomach and sent a sharp pain of need straight through to his own throbbing flesh. He could only stare.

"Oh God, Liz..." he whispered reverently. He closed his eyes against the sight, but the image was already burned into his brain.

Liz had been watching Max through heavy-lidded eyes. Seeing Max's total surprise and pleasure at his first sight of her caused her to convulse, and she knew she was very close to going over the edge again. "Max....please!" Liz cried and lifted her hips. She was dying for his touch. She needed something...so badly. Her body was on fire, and her center was throbbing with painful pleasure.

Max swallowed and raised his eyes to her pleading, burning, half-lidded ones. The sight of her aroused face almost undid him. Seeing Liz's flushed, throbbing body, arched for him, caused him to groan. With exquisite care and a trembling hand he touched the heat of her for the first time.

Liz felt her body's automatic response to her lover's touch, and knew he felt it too, by his sudden intake of breath.

When Liz's passion rained on the back of his hand he gasped again.

"You're so wet?" his voice was raw with awe. Gently, he touched the raised swollen nub that peeked out between her curls, and was thrilled with Liz's reaction. Her body arched, and she cried out. He felt her rain on him again. He slowly, reverently, traced the outline of her femininity with a finger, drawing cries and shudders from Liz. Gently, he eased one finger down to the center of her passion, and the slick hot heat that greeted him. He tested her by slowly dipping one finger in, and was rewarded by her cries of encouragement. Reaching for more of what Max offered, Liz's body arched into his hand. He slid his finger back in, and slowly measured her. His jaw was like granite as he felt her close tightly around his finger. Her walls were tight, slick and welcoming. The feel of Liz was driving him mad.

He knew that Liz was going insane, too. Her dark, beautiful, expressive eyes were dilated with arousal. Her breath was ragged, and she could only sigh and moan, tossing her head.

He started a rhythm, sliding in and out of her slick heat, teasing both of them. When Liz's body again responded with her release of wet heat, and her back arched in yet another climax, Max groaned. She was so responsive!

The scent of her arousal made his whole body tighten. Her beauty and scent was enticing -- he had to taste all of her.

"Liz....there is one fantasy I've had...something that I've always wanted to do....." Max whispered, meeting her eyes with a hungry yet questioning look, as he leaned his head down closer to her tight curls.

Liz?" Max asked, in the deep voice of his. His breath against her now.

Liz gasped with need. What he was asking, had been apart of her own fantasies. She was thrilled, and yet shy. Then she saw the raw passion and desire in Max, and his hesitancy about her acceptance of his very personal request. She'd never wanted this before, herself, until Max....The thought of Max's mouth on her...where she most needed him... And he had given of himself completely earlier.

"Max....yes!" Liz cried out, her voice thick with passion.

Leaning forward, he groaned as his mouth touched her quivering, erotic flesh for the first time. The first taste of Liz was like nothing he could have imagined, and he was ravenous for more. Max lashed her with his tongue. Her cries of pleasure led him on, snapping his control as he continued to devour her sensitive, wet flesh. He realized her cries grew more frantic when he quickly flicked his tongue over the swollen bud.

Liz's body arched and rocked, her hands in his hair, leading him on. With Liz's cries echoing in his head and her taste and fragrance all around him, Max growled as he, too, lost control. He held her hips with gentle hands, but didn't stop her movement, only kept pace, moving his head with her body.

"Max...please!" Liz cried out thickly. She was beyond any control. She couldn't believe her own body's response, nor Max's love making. Her body strained for him to fill it. "I need you!" she moaned. Max continued to lavish her slick essence with his tongue, aroused beyond belief with the musky taste of her. He knew he had to have her, now! With renewed vigor, he drove his tongue into her wet, ready body, and thrust it in and out as quickly and deeply as he could. He couldn't believe how incredibly loving Liz this way was this way. He didn't stop his thrusts with his tongue until Liz suddenly cried out once more, and held her body frozen as she came to her release.

As she sobbed and shook from the intense feelings rolling through her, Max quickly crawled up her body and held her closely. He soothed her wet strangled hair with his own shaking hands, his own passion ready to burst.

"Max....now! Please..." Liz whispered as she held him tightly against her.

"I don't want to hurt you Liz....I have no control left..." he replied, barely able to talk, his passion so thick.

Liz loved him so much! She opened her mouth over Max's and their tongues met sweetly.

"Liz, wait," Max said raggedly. "I....I want to protect you.. I have something in the pocket of my pants...just in case, we've been getting closer and I didn't know how much longer I could keep away from you...I..."

Liz cupped Max's face gently between her two hands. His words made her love him even more. "It's okay Max, I...I started the pill about a month ago, because I too.. wasn't sure it wouldn't just happened." She smiled shyly.

His eyes met her with such an intensity and he gently placed his hand on her cheek. Their eyes were locked. He slid his other hand between them to make sure she was ready. When Liz felt his fingers gently slide across her slickness, she groaned and arched against his hand.

"Max! Please!" Liz gasped.

His eyes blazed with fire and love, as he captured her lips once again for a sweet kiss. Then, pulling back slightly, he slid into her, slowly, gently, a little at a time. Stopping often to let her adjust to him. OH GOD! She felt so good! So warm and soft and moist! Max was amazed at his own control, but as their eyes continued to burn into each others, he knew his love for her gave him the strength. Finally he was full into her.

They both cried out at the suddenness and feel of being totally joined. Max wrapped his arms around Liz and held her tightly. He knew he was ready to burst, the feel of Liz so tightly surrounding him was so intoxicating. When Liz's body convulsed on his and pulled at his flesh, Max cried out. She was so tight, so small.

"Liz..." Max rasped, "Am I hurting you, Love? God, you're so tight. Please tell me if I'm hurting you."

"No...no .... Max....it feels so wonderful." Liz sighed in amazement. Max was finally where he belonged. "Oh Max...I didn't realize how empty I was, until you filled me. You feel so good," she whispered in wonder, hugging him tightly to her.

Max couldn't hold still any longer. His hips raised on instinct, and Liz gasped and held tighter at the exquisite feel of Max's inner caress.

She watched his beautiful face, tight with pleasure. His strong jaw was clenched. She love that jaw. She love him!

"Max...," Liz said in awe. " Your fullness ... it's..." she couldn't think of the words to describe their loving or of what Max being inside her meant.

Max could almost read her mind, his eyes were locked on hers, and the burned into her soul with heat. "I love you Liz." Max said in his soft, deep voice.

Liz's stomach clenched at the words that meant so much to her. Max groaned at the clenching he felt, but smiled tightly into her eyes. He could see the tears of happiness filling her eyes.

"I love you too, Max." Liz whispered, her eyes large, wet and glowing with the same intensity.

At her words, the last of Max's restraint broke. He pulled out slightly, then plunged in again. When he realized Liz was driving him on with her cries, he continued the rhythm.

Liz clung to Max's big strong body, her nails digging into his back, but neither of them felt it. The feel of Max's powerful, thick, pulsing flesh filling her was a feeling she couldn't describe with words. She sobbed and kissed his jaw, his cheek, and his neck. Was this really happening? Liz clung to Max. With each powerful thrust, Max took her higher. The intensity frightened her even as it excited her. Pleasure spiraled within her, drawing tighter and tighter. Beyond the pleasure--deeper, sweeter han sensation, Liz felt their souls joining together.

Her climax washed over her, wave after powerful wave. With a cry of surprise and completion, she clutched at Max for safely. A moment later, he clasped her even more tightly and his groan echoed in the room as he gave in to his own wild release.

Max threw back his head and cried out hoarsely. The feel of Liz's body, so warm and tight around his sensitive, needy flesh made his release begin. He clutched Liz to him, and let go. Max saw lightning and darkness, all the colors of the universe, exploded inside his head as he thrust wildly into her, unable to inhibit the primitive power that overwhelmed him. Then all conscious thought burst into glowing fragments as he shattered.

"OH GOD LIZ..... I love you sooo much!" Max whispered hoarsely as he continued to emptied himself into the woman he loved.

Liz cried and bit her lip, then she bit his and nibbled and then they were kissing. Open hot kisses. Deep penetrating kisses like their bodies. She could feel Max, and taste him, he surrounded her in every way.

She could feel Max, and taste him, he surrounded her in every way. He came...and so did she, again......they continued to come and come. Both were hoarse from crying out, and so wet with sweat.

Feeling exhausted and weak, yet strong and invincible, Max held Liz close to his body and lightly ran a hand up and down her arm. He was still amazed at what had happened. Never had he felt this way before. Loving Liz was more incredible than he'd ever imagined. He smiled lazily as he continued to absently caress her arm, and felt her hand start a similar caress on his thigh.

He heard her sigh. Still enjoying the afterglow, Max listened to her heartbeat. From the gradual slowing, he knew she was also still caught up in glowing sensations.

Recovering quicker than Liz, Max gently rolled them over so Liz was on top. He didn't want to crush her. Smiling and cradling Liz's limp body to him, he felt a tidal wave of emotions, love above all.

Oh, how he loved Liz!

She sighed and snuggled, completely relaxed, against his chest. The taste of his mouth lingered on her lips. It was as if he had become a part of her. Liz couldn't tell where she ended and he began. She could feel Max's hand gently tracing her back and shoulders.

Max heard Liz sigh again and smiled against her hair. He couldn't stop touching her, loving her.

Liz felt the smile, and leaned up and looked down at Max. He looked into her eyes as if seeking assurance that she was all right. Instead of answering with words, Liz boldly leaned forward and licked droplets of sweat off his collarbone and throat. His sharp intake of breath made her grin again.

"I think we still have some unfinished business." Max said hoarsely.

"We do?" She couldn't imagine what they had left to do!

He nodded solemnly, then pulled her tighter into his arms. Since they were still joined, Max couldn't hide the fact that he was once again powerfully aroused.

"Oh!" Liz felt her cheeks flame at the powerful feeling it gave her, knowing she had such an effect on him.

Max chuckled softly, sounding very self-satisfied, as he kissed her ear and throat lovingly. "Besides, I'm usually a very methodical guy, as you know Liz, and it seems to me we've left out a number of steps."

Liz's head came up again from his chest. "We did? And by the way, space boy...are you sure you've never done this before?" she teased, nipping at his chest.

"Liz..." Max laughed at her teasing, then gently cupped her chin with his hand to meet her eyes. "It was all right then? I didn't hurt you, or...disappoint you?"

Liz couldn't believe Max was still unsure. She had been so wildly abandoned in her release, she smiled and gently placed a hand on his loving face.

"You pleased me very much, Max," she finished with a serious expression.

Max tightened his grip on her. "You pleased me too. I love you, Liz Parker."

Liz swallowed a lump in her throat as she felt his warm love surround her. "I love you back, Max Evans," she whispered before their lips again met.

Finally, Max managed to pull Liz on top of him once more, as they fell asleep. His life was complete. They were complete. He had never loved or been loved like this. He had found his soul mate.

*******

The shrilling ring of Liz's cell phone woke them up suddenly. Liz sat up and reached for it, with a frown of concern. The clock read 3:30. Something had to be wrong. Maria? Isabelle? Michael?

Max sat up too, and waited, his eyes worriedly connecting with Liz's as she answered the phone.

"Hello....?" Liz whispered.