FanFic - Max/Liz
"Max With Chocolate on Top"
Part 2
by Linda
Disclaimer: Don't own 'em just borrowing them. I promise to return them the way I found them.
Summary: See challenge above... and also, this takes place the night after Liz sees Michael & Maria making out in the Crashdown from the Heatwave episode.
Category: Max/Liz
Rating: NC-17
Authors Note: Joanne's challenge: here r the rules 2 the story: 1.max and liz have 2 be making out a lot 2.they make another connection 3.liz lets max see her journal 4.micheal and maria get caught making out in the erase room 5.max and liz do it on the kitchen floor covered in chocolate!!!!!! LOL BE VERY DESCRIPTIVE !!!!!!!!!!!!
Max proved it wasn't a dream when he lifted her up and put her on the kitchen table, spreading her legs so he could come between them to get closer to her.

Liz was shocked, but her senses were spinning, and she couldn't talk to save her life. She felt the hard heat of Max pressed up against her own hot center, and she gasped and trembled. Oh my God! She thought.

She met Max's eyes and saw how his eyes burned back into hers. He gave a small, Max smile, and brushed a hand through her soft hair and cupped her cheek. He still held her other hand, the one that he had slipped into his mouth a moment ago.

"You make me crazy Liz Parker. You always have." Max admitted in a deep gravely voice. His eyes were so hot and sincere.

Liz swallowed. Max stepped even closer against her and she felt his hardness so firm against her center she could feel herself starting to throb. Or was that Max?

"Michael came by last night. He told me about Maria and himself." Max stated in a low voice.

He saw Liz's eyes fly back up to his from where they had been staring at the bulge pressed up against her.

"Did Maria talk to you? Tell you about it?" Max asked needing to know if she wanted what he wanted.

Liz just starred into his hot burning eyes and nodded. Then she blushed remembering some of their fantasies.

Max grinned at her blush and realized that girls must talk about it like guys did.

"Liz?" Max whispered. He needed to kiss her soft moist lips.

Liz swallowed and waited.

"Are you ever going to talk to me again?" he asked in a teasing voice. He liked that he had left her speechless.

Liz finally managed to laugh, realizing that Max was really having fun with teasing her. Making her burn.

"Max Evans, are you ever going to shut up and kiss me?" she bantered back, fluttered her eyelashes, and moistened her lips with her tongue.

Now it was Max's turn to groan, watching her little pink tongue peek out from between her soft lips, and then he smiled at her own teasing, and started to lean his head closer to hers, inch by inch, getting closer to her slightly parted lips.

Liz could fell Max breath on her lips as he came closer. She could smell the light scent of chocolate on his lips as well, and it was exotic, just anticipating Max kissing her. Max's lips on hers.

As he moved the final distance and their lips met, they tingled and felt an electric current that caused both of them to make a connection to the other simultaneously, and each saw and heard what the other had talked about the night before.

Both pulled apart and just stared at the other. Then both of them blushed.

Liz's whole body flushed, but then she realized what Max had talked about and what he wanted to do and to experience.

She gasped and bit her lip. Oh my God! Max had the same wants... needs for her that she had for him. He too was curious and wanted to know what it was like to be with the one he wanted.

Max cleared his throat and felt Max get even harder against her softness.

"You want to tie me up, huh?" he asked in a very low husky voice.

Liz blushed throughout her whole body, but only nodded. After all, she couldn't deny it, and she also knew Max's fantasies as well.

Max swallowed slowly and leaned forward for another kiss. The same electricity was there, but it didn't make them see anything but bright lights of feelings.

Liz sighed into Max's open, searching mouth and slid her hands up his muscular chest, and glided them up over his neck and clung to him.

Max groaned and pulled Liz even closer to him with his hands on her hips.

Liz had to move. The urge was so strong she thought she would cry if she didn't ease the ache that was building and throbbing between them.

Max slipped his tongue deeper into Liz's mouth and found hers. He raked his tongue around hers and then caressed it. He was making love to her tongue! Liz thought.

As she moved and pressed tighter against him, Max growled low in his throat, which sent vibrations into Liz's throat, and Max deepened the kiss if possible. His tongue was dipping in and out of the darkest corners of her mouth, and her lips and mouth throbbed and tingled. This was just a KISS?? Liz thought. Oh My God!!

Then she remembered what Maria had said in the bathroom the day Max had given her that note to meet him in the eraser room.

"The guy touched you and you saw into his soul, How do we know what happens if he kisses you? How do we know, what it is to be kissed by a czecelslavacian?!"

Liz didn't think she would ever be able to describe this to Maria...

Max's hands started to slowly slide up Liz's waist, and past her jeans, and landed on her bare stomach and sides.

Liz felt the heat of his touch burn her, but it didn't hurt. It felt.... "Max..." Liz sighed wanting more. Max had released her mouth and was kissing down the side of Liz's neck now.

Liz shivered at the touch of Max's hot wet lips and tongue following a trail down her neck and behind her ear.

Max's hands started to slide slowly up again, taking her sweater with them. When he reached her soft bra, he pulled away from her, met her eyes and asked permission with just a look.

Liz smiled and swallowed as Max lifted her sweater over her head.

She heard him gasp and she bit her lip and met his eyes. Was he disappointed? She wasn't very big. But when Max looked from her bra covered chest back into her eyes, she saw the pleasure and passion burning there.

"God Liz... I've always wanted to see you... that day when I saved your life; I ripped open your uniform, but didn't really think about it that day. I was so scared. But later... that vision haunted me. I've dreamed of taking your uniform off since then, only for a different reason." He smiled.

Liz smiled back, but her lips trembled. Her whole body was trembling. Max's hands were heating her where they rested on her back, and her nipples were hard and achy from where his eyes burned into them.

"Max..." Liz started to say.

"Liz..." Max whispered and slid his hands down to the back of her bra. He released the clasp amazingly easy with two fingers, and took a deep breath as he slowly pealed her bra off of her soft shoulders. He had a finger hooked in each strap and he brought the bra ever so gently and slowly. To enjoy each part of Liz that he revealed.

Liz was so achy and her nipples were so tight they hurt. She held her breath, waiting for Max to finish the torture and touch her! Touch her with his hands and mouth! She had always dreamed of this!!!

When her bra finally fell away it was Max's turn to hold his breath. He groaned as he watched her perky nipples standing so ridged and pink, begging for his touch.

She was beautiful! Her beautiful soft, firm breasts, with tight, proud pink nipples, were just begging for his attention. He thought he had died and gone to heaven.

Here he was with Liz Parker... seducing her on her kitchen table. One of his many dreams was actually coming true.

He remembered the flash of Liz's fantasy to Maria. Something about spreading whipped cream all over him... he grinned and reached for the chocolate syrup that was next to Liz. His own body was so hard he knew if he did not release some of the tension in his jeans soon, he would explode.

But he concentrated on Liz. His jaw tensed as he fought his own needs and then lifted the bottle and held it up over her tight quivering nipples.

Liz gasped as she felt the chocolate syrup, slightly cool, touch her nipple, and then slide down under her breast. Max poured a generous amount on each nipple, causing Liz to shake and shiver even more, knowing what he was going to do next.

Max looked into Liz's eyes to make sure she was still with him, and when he saw the pleading need burning into his soul, he swallowed and lowered his head slowly, anticipating and enjoying watching her breasts as they came closer to him.

Max opened his mouth above one nipple and hesitated a second. As if to memorize the moment, and then his mouth closed over her nipple and he sucked gently at first. His tongue swirled around to lick all of the chocolate off.

Liz whimpered and pulled Max's head closer. Max's own head was spinning as he tasted Liz and felt her need. Felt the pleasure he was giving her.

Max pulled her nipple further into his mouth and sucked hard. Pulling the nipple up against the roof of his mouth and stroking it with his tongue.

Liz was a shivering mass of nerves. She moaned and made purring noises as she held Max's head closer to her. Like she couldn't get him close enough.

Max felt her tension and need building, and his own was getting to the point of embarrassment. Liz was beautiful. And she tasted so good. Chocolate and Liz. What a heady combination.

When Max finished with her other breast, he lifted his head and tried to take deep breaths, to take his mind off of the ache and throbbing in his now, very tight jeans.

Liz opened her eyes, which were still blurry from the passion, and saw Max take a deep breath to try to control his own passion. His head was down, and his eyes were closed. He was trying to concentrate on relaxing.

Liz looked to the huge bulge between his still spread legs, and her mouth went dry.

Without thought, Liz reached her hand forward to help relieve some of Max's pain, and to fulfill her own fantasy.

Max's head came up with a jerk when he felt Liz's hand on the button of his jeans, and against his stomach, under his shirt.

Liz stopped, unsure if this is what he wanted. She didn't want to do the wrong thing.

Max saw the flicker of hesitation in her eyes, wondering if he wanted her to do this or not.

Max realized that Liz wanted to please him, but didn't know what he wanted.

Max waited until Liz met his eyes with her own large soulful ones, and he smiled tightly as he covered her hand with his and slid it down over his hard ridge, and press it against him.

Liz gasped and Max groaned aloud at the feel of her hand on his hot hardness, even if it was just though his jeans.

Liz could feel the heat and throbbing and only wanted to see and touch it all.

Max sensed this, and knew he needed to release the tightness as well. He brought her sweet soft hands to his mouth, gently kissed the back of them, and then lowered them again to his button, and released her hands. It was up to her.

Liz's hands trembled as she tried to undo the button on Max's jeans. Her excitement was so extreme, that she couldn't stop shaking long enough to slip the button out of the hole.

When she finally did, and pulled the two sides of the zipper apart, they both sighed.

Max with relief, and Liz with anticipation.

Liz wet her lips and Max groaned. Liz's eyes flew up to his to make sure he was okay with this, and saw the pleading in his eyes, for her to continue.

Then she realized, he needed her touch, just as much as she needed his...

End Part 2

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Part 3