Liz just stared at him, wondering what he was doing. His touch left a trail of tingles, like sparks. She breathed in his scent, that dark, musky, spicy smell that was not out of any bottle. It was just him, his essence. She closed her eyes and leaned toward him, wanting more of his touch.

Max put his other hand up to her face, trailing his finger down her nose, across her cheek, under her chin. Like he was memorizing her, drawing her. His finger crept toward her mouth and slowly traced her bottom lip. Liz opened her lips and Max put the tip of his finger into the corner of her mouth. Liz edged her tongue out and licked his finger, tasting his saltiness. Then she closed her lips over his finger and sucked it further into her mouth, nursing it, twirling her tongue around it. Max closed his eyes, and groaned.

Max pulled Liz closer to him, and she could feel his hard, warm body against hers. She stepped between his widespread feet and leaned into him. He replaced his finger with his mouth, starting softly but going deeper, and harder, like he couldn't get enough of her. Liz moaned into his mouth, and reached up to grab his hair, holding him close. His tongue swept into her mouth, dancing with hers, and drawing out her sweetness. She sucked his tongue into her mouth, and his hands flexed into her.

He reached up in between their bodies and grabbed the labels of her uniform. He gave one hard tug and pulled the snaps loose all the way down to her waist, reminding her of the day he saved her life. But his purpose this time was different. He pulled away from her mouth and stared down at her petite body, covered only by a small lace bra. He reached up with one hand and deftly unhooked the front closure, pulling the bra away from her breasts.

Max stopped touching her, just pulled back and stared at her small, round breasts, the nipples coral pink and pebble hard. Liz sucked in her breath, watching him. Was he disappointed?

"God, baby, you are so beautiful. I have dreamed of seeing you like this, but I never imagined how perfect you are." He slowly drug his hands up her torso until they came to rest under her breasts. He gently cupped her, gently squeezing and molding her, all the time watching her with hooded eyes.

"Max, oh, Max." Liz whispered.

"You like that, don't you? You like me touching you, watching you." He slowly rubbed his rough thumbs over her nipples, causing her to flinch and gasp. He continued circling and rubbing her nipples, pinching them gently, all the time watching her face, enjoying her reactions.

Suddenly he grabbed her at the waist, spun around and set her up on the counter. He put his hands on her knees, spread apart her legs, and stepped in between them. He put his hands on her butt and pulled her sharply into his torso. Liz gave a surprised squeak, and put her hands on his shoulders to balance herself.

Max reached up to her back and slowly pulled her to his face, kissing the valley between her breasts, breathing in the sweet scent of her, like baby powder and honeysuckle. As he continued kissing and licking his way across her chest, he eased her arms out of her uniform and pulled it off of her. Now she sat on the counter in only her turquoise panties.

Max finally reached her nipples and gently kissed and mouthed the hard, sensitive tips. Liz leaned her head back and took shallow breathes through her open mouth.

"You taste so sweet, so good. I wonder if you taste this good everywhere." Max whispered.

Suddenly Liz felt lips touching her back and hands gripping her shoulders, pulling her back. She turned her head and stared into Michael's eyes.

"Michael? What...?" Liz stuttered. What was going on? Oh my god, she thought, I am so embarrassed. "Max, I..."

"Shhh, its OK, don't mind him. Just relax and look at me." Max put his hands under her arms and turned her sideways, and laid her back onto the counter. "Just look at me and let go."

"But, I..." Liz began, crossing her arms over her breasts. This couldn't be happening. Liz felt embarrassed but also, so warm and restless.

"Just let me love you, let me touch you, kiss you, taste you." Max leaned down and began kissing her again, driving all other thoughts from her head. He was making love to her mouth, using his teeth, lips, tongue, to lull her and make her forget everything else. He took hold of her wrists and pulled her arms back over her head, holding them there with one hand.

She felt Michael's hands move over her legs, then sliding back down. His hands felt different than Max's, rougher, bigger, harder, but he was moving so smoothly and gently on her, she began to relax. He swept his hands up the outside of her legs, past her hips, over her stomach, then down, lightly grazing between her legs, then back down to her ankles. Then he would start again. She felt the heat begin to build inside her, causing her legs to shift and rub together.

"Max?" Liz moaned, shifting restlessly. What was happening to her? She felt too hot and her body didn't feel like her own.

"That's right, baby, relax, just enjoy. Does it feel good? You like that, don't you." Max whispered into her ear. With his empty hand, he started tracing designs on her torso. Across her stomach, around her breasts, even under her arms, touching her everywhere.

Liz felt Michael's hands moving back up her legs, this time up her hips to the waistband of her panties. He grasped the top and started pulling them down, waiting for Liz to lift up her butt and pulling them free of her body. Then he continued running his hands up and down her legs.

Liz felt on fire, with three hands on her body, touching her in places that no one had ever touched before. Was this really happening?

Michael's hands kept creeping closer and closer to her core. She jumped every time he brushed against her curls. He was slowly driving her crazy.

"Open your legs, Liz. It's OK, just open them a little. I want to see all of you, baby." Max's voice sounded like it was a million miles away yet it was right in her ear.

She looked up into his face, trying to see what he was thinking. He had that intense look on his face, but he was smiling at her. Letting her know he wanted this, that he was going to take care of her.

"Do you trust me, baby? Do you trust that I wouldn't hurt you, I wouldn't let anything bad happen to you?"

"Yes," Liz whispered. "Yes, I trust you, with my body and my life."

"Then just relax and let it happen. Spread your legs and let me love you." Max said, starring into her eyes, into her soul.

Liz closed her eyes and let her legs fall apart. She didn't know what was happening but she couldn't stop the feelings. She needed more.

Michael's hands crept up her inner thighs, closer to her center. Liz gasped as his fingers gently combed through her curls, moving, touching. He lightly moved his fingers through her folds, barely touching her, like a butterfly's kiss. Liz tensed her hips and lifted up toward him.

Max moved his mouth from her ear, down her neck, kissing, biting, nibbling, working his way down toward her breasts.

Liz was trying to feel both sensations at once, but it was hard to concentrate. She was swamped by heat, moaning and whimpering, turning her head back and forth.

Max started licking her breasts, the sensitive underside, the smooth upper skin, everywhere except her nipples. Liz fisted her hands, struggling to touch him. Max let go of her wrists and she put her hands on both sides of his face and pulled him to her breast. Max got the message and began lapping at her nipple. His tongue was hot and rough. He continued licking her breast, then switched to the other side. Nibbling, sipping, mouthing her soft flesh. Liz couldn't stand it anymore.

"Max, please..." She cried.

Max lifted his head, and looked into her face. "What, Liz, what do you want? Tell me, baby, what do you want?"

"Please, Max, suck it. Suck it hard. Please." Liz sobbed, pulling on his head.

Max smiled and bent back to her breasts. His mouth latched onto her nipple and began sucking, nursing. Liz cried out, and pushed his head further into her breasts. She could feel his mouth, sucking, pulling. Oh, god, it felt so good.

Suddenly, Michael found the bundle of nerves at her clit with his fingertip. Liz arched up off the counter, shrieking out.

"You like that, don't you? You want more of that, right there?" Max whispered against her breasts.

Liz could feel Michael's mouth against her thigh, kissing and licking, moving towards his hands at her center. He parted the soft folds, and blew a breath across her sensitive skin. Liz moaned and tried to push up against his mouth, but he was holding her down. Michael leaned closer and slowly pulled his tongue across her opening, just missing her clit. Liz flinched and yelled out. He was killing her, making her go insane.

Michael continued licking her soft folds, softly, slowly, sometimes just using the tip of his tongue, sometimes using the whole length. He even rolled his tongue and began slowly pushing it into her pussy. Then he would stop and blow air across her skin again.

As Max continued alternating from one breast to the other, Michael slowly began pushing his index finger into Liz's hot, tight core. He kept licking her, but never on her clit. She was tossing and turning, moaning, wanting more. Feeling like she was being tortured and loved at the same time.

Max could tell Liz was getting close. He reached up and put his hand under her chin, stilling her movements and getting her attention.

"Liz, look at me. I want to watch you. I want to see you come apart."

"Max, oh god, Max. I can't. It feels so..."

"It's OK, baby. Just let go. Just let it come. That's right. Let go."

Just as Liz thought her body would tear apart, Michael slipped another finger into her and began to flick his tongue against her swollen clit.

That was all it took. Liz's body tensed, lifted up off the counter, and she screamed.

As Liz came back to her senses, she was being gently lifted off the counter. Max slid to the floor, holding Liz close against his chest. He was murmuring things into her ear, smoothing his hands down her back.

"Max, what...where...?" Liz looked around but didn't see any sign of Michael.

"Don't worry about it. He left. It is just you and me now. Are you OK?"

"I think so...that was so...so..."

Max smiled. "Amazing, incredible, yes, you are."

"But what about you, Max. I didn't do anything for you."

"Baby, you did everything for me. I could watch you like that all my life and be perfectly happy."

Liz wrapped her arms around Max's neck and whispered into his ear. "But next time, I want to watch. I want to feel you come apart in my arms."

Max swallowed and said, "I guess that would be OK too."

* * * * *

Liz slowly opened her eyes and blinked, trying to figure out where she was. She was in her room, in her bed...alone. It had been a dream. But what a dream! She didn't know whether to be embarrassed or turned on. "How did I come up with that?" she wondered. "I won't be able to look Max or Michael in the eye today at school." She threw back the covers and crawled out of bed. As she walked toward the bathroom, she glanced at the reflection in the mirror. Her jaw dropped and she slowly walked toward the mirror. She lifted her arms and slowly turned, first one way, then another. All over her breasts, neck, and around her bikini area, there were red marks and faint scratches. Almost like from rough skin or whiskers.

* * * * *

Max rolled over and fell out of bed. "Damn, ouch." He scrambled up and flipped on his lamp. "Wow, what kind of kinky dream was that? I dream about Liz all the time, but where did Michael come from?" He sat on the edge of his bed, trying to clear his head. He felt something bunched up under his thigh.

He reached down and pulled it out. It was a turquoise dress, petite, with a name tag pinned over the left pocket. "Liz"

* * * * *

The loud rock music from his clock radio jerked Michael out of his deep slumber. "Shit, I don't want to wake up." He slammed his hand down on top of the clock and covered his head with his pillow. He wanted to go back to sleep, back to that freaky dream. "That was so hot." He muttered. As he opened his eyes again, he noticed something hanging over the edge of his headboard. He sat up and pulled it down. It was a pair of tiny turquoise panties. Michael smiled and laid back down. Another reason to envy Max Evans.