"Mmmm," she purred, and rubbed her head kittenishly against the stroking palm.

A smile curled her lips and she opened heavy eyes to look up at Max, who was sitting on the edge of the bed at her hip.

"Hey," she said sleepily.

"Hey," he returned, smiling gently. "I'm sorry. I didn't mean to wake you."

"No. I'm glad you did," she said through a yawn. "I can sleep any time. Now that you're here, I don't want to miss a single second with you."

He continued to stroke her hair, and asked, "How do you feel?"

Liz paused to consider. "Good actually," she answered with brows slightly raised in surprise. "What time is it?"

"Almost 2:00."

Her eyelids drifted closed again. "Hmm. I must have slept for an hour."

He tilted his head and cupped his hand over her ear, brushing her cheek lightly with his thumb. "You're probably exhausted. Today had to have taken a lot out of you. Are you sure you're okay? No more headache?"

She forced her eyes open at the worry in his voice, and shook her head. "Completely gone. I feel fine, Max. Really."

He studied her for a moment before accepting her assurances, then his mouth tipped up a little.

"You can barely keep your eyes open. Why don't you get some more sleep. I'll be right here when you wake up. Okay?"

Her eyes popped open. "Uh-uh," she protested. "Our time's too precious to waste sleeping. I'm awake."

Raising her arms above her head, she stretched luxuriously and yawned again.

Max's eyes darkened as he took in her sleek stretch, then raked her form hotly. Her hair was tousled appealingly, her cheeks flushed with sleep, and the little red shirt she was wearing had ridden up to her midriff with her stretch, leaving a wide expanse of skin bare to his eyes. He'd thought she'd looked ethereally beautiful while he'd watched her in the innocence of sleep, but suddenly she looked sinfully sexy, and Max's palms itched to fill themselves with the creamy skin peeking out from under that shirt.

Max cursed himself for his insensitive thoughts. She'd been through a huge ordeal today, and the last thing she needed was to have to deal with his teenage male hormones.

Liz felt the weight of Max's stare on her body, and it felt as though she'd been hit with a soft blast of heat. She took her time in releasing the stretch, returning her arms to her sides with slow deliberation, and watched him as his eyes follow her every movement.

Her lashes swept down, and then she looked up at him coyly with a slight smile. "I can think of something I'd much rather do instead of sleep. Can't you?"

Their eyes locked and Max swallowed.

"Uh, yeah. I guess- I guess I can," he replied huskily.

The moment stretched out, and he continued to sit there, making no move toward her.

Liz's eyes filled with amusement. "You know, you don't have to just sit there and think about it."

His smile was one of sheepish self-mockery. "I don't? You mean I could actually...touch you?" he asked, easing his hand on to her bare stomach in a slow glide.

"Mmm-hmm," she hummed in answer, smiling a little.

His warm palm lazily skimmed back and forth over her smooth skin, leaving a trail of fire in its wake, and Liz's breath began to come a little quicker. Her eyes fell closed to savor every nuance of his touch. How she'd missed this gentle touch. In his strong hands lay the ability to heal and to protect. They were powerful hands, and yet they handled her with such tender consideration that she never failed to feel cherished by them.

Max's eyes were fastened on Liz's face, utterly fascinated by the sensual expressions that played across it as he blindly learned every exquisite dip and hollow of her torso. His fingertips traced a feather-light path along the curve of her waist, prompting an eruption of goosebumps and a delicious shiver from her. They skated up over her ribs to move towards the hem of her shirt, where his fingers insinuated themselves just underneath the fabric, working it up the tiniest bit more as they stroked back and forth across her midriff.

Liz's heart raced as she waited in breathless suspense for his next move. How far would he dare to go? Mere inches lay between her breasts and his fingers as he teasingly brushed them from side to side. Suddenly, he stopped, and his hand lay still upon her ribs.

Liz held her breath.

Long moments passed without any movement from him, and finally, growing impatient, her eyes flew open to search his out.

Leaning over her, his lips hovering only inches from the flesh he'd been exploring so thoroughly, he waited until her eyes found his, before asking softly, "Could I even... kiss you?"

"Absolutely," she whispered, tense with the anticipation of feeling his lips against her bare skin.

The first touch of his lips made her stomach contract sharply as she sucked in a quick breath, and each subsequent caress of his lips seemed to shock her flesh into quivering life. Time held no meaning, as he leisurely scattered open-mouthed kisses across every inch of her exposed abdomen, the occasional rasp of his tongue like velvet against the satin of her skin.

Max's hands framed her hips as if holding her steady for his ministrations, and she brought her hands up to circle his wrists with her fingers. Stroking the vulnerable skin of his inner wrists with her thumbs, she thrilled to the warm life pulsating there in a rapid throbbing that kept time with her own racing pulse.

Liz marveled at the affect they had on one another. She hadn't even touched him until now, yet his heart was pounding every bit as hard as hers, and his breathing just as shallow.

The heady taste of Liz's skin and the breathless sounds coming from her throat were creating a hunger for more within him that quickly grew sharp and insistent, and his kisses became fiercer and more aggressive in an effort to appease it. Interspersing gentle nips of his teeth with delectable little suckling kisses, he anointed her with the raining heat of his mouth, paying careful attention to every sweet bit of skin that lay bare to him.

And each sizzling touch left Liz gasping for breath.

Her hands slid up his arms, pausing lingeringly at the muscles bulging in his upper arms, then moved up to thread her fingers through the hair at the back of his neck. She held his head closely against her with both hands, unwilling to let him stop until he'd explored every single millimeter.

Opening his mouth against her flesh, Max raked his teeth gently across a spot just below her ribs, and she arched against his lips with a gasp.

"Max!" his name was a harsh whisper on her lips.

His eyes lifted to see her head thrown back on the pillow and her face drawn in lines of pleasure. Her reaction sent an electric thrill jolting through him, and he lowered his head to repeat the gesture, eliciting another sharp gasp and sending her hands flying to land on his shoulders, fingertips digging delicately into his flesh.

The dull bite of her short nails inflamed him, and had him tightening his own hands on her hips. His thumbs met at a point low on her belly, where they began to brush back and forth in maddening strokes, while his mouth strung a series of nibbles and delicate swipes of his tongue along the skin directly above the waistband of her pants. A soft whimper escaped Liz's throat, and she bit her lip and gripped his shoulders tightly, as if she needed something to hold on to to keep herself grounded to the earth.

The sight of Max's dark head moving against the paleness of her skin was incredibly erotic to Liz, and it sent a flood of molten heat flooding through her. It traveled to all parts of her body before moving to gather in the spot directly underneath his stroking thumbs. She moved restlessly beneath his caressing hands and lips, and a desperate need to feel his lips against hers suddenly seized hold of her. Her fingers clutching fistfuls of his t-shirt, she tugged firmly, urging him upward.

He lifted passion-dazed eyes to hers, and allowed her to slowly draw him up, until his face hovered above her own. They found their own desire reflected back at them in one another's eyes, and the heaving breath that was coming from each of them mingled hotly together before Max leaned down to take her lips with his own. Liz's head came up off the pillow to meet him halfway, and their lips collided in a silent explosion of need. Their tongues sought one another out, as their mouths moved against each other rapaciously, each feeding on the sweet taste of the other.

Liz wrapped her arms around Max's shoulders to pull him closer, and he came down to rest his upper body atop hers, bracing himself on his forearms. His hands moved to cup the sides of her face as his lips continued to greedily sip from hers, and she avidly met each thrust of his tongue and brief stroke of his lips with a hungry reciprocation. The connection between them began to open...

A soft knocking at her bedroom door ruptured the silence of the room.

With a start, their lips tore apart and their heads swiveled toward the door. They lay frozen in that position, with hearts pounding, until another tentative knock sounded and Maria's hushed voice called Liz's name.

Max swallowed and looked down at Liz, and she turned dark eyes still glazed with passion up to his. The look in her eyes kept his own desire burning brightly, and his gaze shifted down to her mouth. Glistening and swollen from his kisses, it seemed to beg for his return, and he couldn't resist its pleading.

He tilted his head and lowered his lips to within kissing distance of hers, and whispered, "She can't come in. I power-locked the door." His lashes swept up to allow him to catch her response.

She regarded him with a gleam in her eye as she considered what he seemed to be suggesting, and caught her bottom lip between her teeth.

"Liz?" Maria called softly.

Max's lips dipped in teasingly toward Liz's, but then backed away as he waited for her decision. It came in the tipping up of her face toward his, and he eagerly took what was offered. His lips closed over hers, receiving a response that was hot and immediate, and they kissed each other until they were breathless.

"Liz? Are you awake?" Maria's voice came again.

They tried to stifle their ragged breathing as Max's lips left Liz's to forge a blazing trail across her cheek to her neck, where he began a delicate nipping and sucking of the sensitive skin there. Her eyes slid closed at the pleasure his mouth sent rushing through her and she tipped her head back to give him better access. A soft moan escaped before she could stop it when his teeth raked across the skin at the juncture of her neck and shoulder, and once again they froze in fearful expectation of being caught.

There was a long silence before Maria's puzzled voice again called Liz's name.

The lack of accusation from her unlocked their frozen position and Max lifted his head to look into Liz's eyes. They looked at one another questioningly, and when nothing more was heard from Maria for a long moment, a look of sinful mischief came over Liz's face, and she pulled Max's head back down to her neck.

His lips willingly took up where they'd left off, testing the spot with his tongue before applying a gentle suction. Liz cradled the back of his head and bit her lip in an attempt to stay quiet. He pushed aside the neck of her shirt to slide his lips along the bare skin of her shoulder, and she tilted her head to the opposite side to give him more room to roam.

"Are you alright, Liz? I thought I heard you...moaning."

The concern in Maria's voice registered vaguely through the sensual haze Liz was fast becoming lost in, and finally prompted her to answer her friend.

"Um...Maria?" she said faintly, as Max's tongue dipped into the hollow at the base of her throat. "I-I'm fine. I was, um... sleeping."

"I'm so sorry, Liz. I didn't mean to wake you. I just thought I'd bring you something to eat. If you were awake, I mean. Which you are now, I guess. I know you said earlier you weren't hungry, but you should really eat something. Is it okay if I come in?" The door knob rattled even as the question was coming out of her mouth.

Liz jumped, dislodging Max's lips from the curve of her jaw, and her eyes jerked over to the door.

Max jolted slightly and fell still for a moment, but then resumed his erotic meandering. "Relax," he breathed directly into her ear. "There's no way she can get in."

Relax? Was he crazy? When the tiny love bites he was stringing along the sensitive chord of her neck threatened to tear another moan from her throat, and her best friend was no more than ten feet away with a curious ear trained on the room?

Her heart pounded crazily and adrenaline heightened her senses, amplifying every touch of his lips. She didn't know whether it was from the fear of being caught, or the thrill of what Max was doing to her, but either way, it was completely titillating.

"Liz, why is the door locked?" Maria asked in consternation.

Max's mouth had returned to its starting point, where his tongue thrust delicately into the shell of her ear, and Liz said weakly, "Is-is it?"

His breath came fast and harsh in her ear, and knowing how this was affecting him fueled her own excitement. It was an effort to think through the fog in her brain, but she tried to focus. What had Maria just asked? Oh. The door. Locked. "Um...I didn't- I-I didn't know it was."

"Liz, are you okay?" There was a frown in Maria's voice.

Max nibbled softly on her earlobe, then his lips moved to linger at the hypersensitive spot behind her ear, eliciting a delicate shudder and a pressing of her fingertips into his shoulder and the back of his neck where she held him.

"Uh-huh," Liz breathed in answer to Maria's question.

"Are you sure? You're kinda weirdin' me out, here. Why won't you let me in?"

Max could hardly hear Maria's voice over the pounding of his own heart. Drugging pleasure had taken over his senses, and he'd quickly become addicted to it. Nothing else seemed to matter except taking in more of it. The knowledge that one thin door was the only thing that hid them from Maria's sight lent a sharp edge to their passion that left him feverish and filled with reckless abandon.

"I--," Liz gasped as Max placed his mouth over her throbbing pulse and drew strongly upon it. She struggled to catch her breath and concentrate in order to come up with an explanation for Maria. "I-I'm just...I'm still really tired, M-Maria. I don't really want any- anything to eat. I think I'll just...um, go back to sleep, o-okay?" She lifted her chin as Max's lips made their way up its underside. "Thanks, though," she thought to add.

Maria looked at the door doubtfully for a long moment, before finally accepting the breathless explanation. "Well, okay. I'm just going to leave this tray outside the door, though, alright? You can eat it when you get up."

"Th-thanks," came the vague reply.

Maria set the food down on the floor, then turned to go. She cast another suspicious look over her shoulder at the door, then shook her head and laughed at herself.

What? Did she think Liz was in there having wild, passionate sex with Jason Behr or something?

Yeah, right. And maybe aliens would take over the earth someday.

Wait a minute!

She stopped in her tracks and looked back at Liz's room with a frown.

After studying the door with narrowed eyes for several moments, she finally wrinkled her nose in dismissal.

"Naaah," she murmured, shaking her head, then turned away to get back to work.

Back in Liz's bedroom, Max had worked his way up to Liz's lips, and they stopped to look at each other as they heard Maria's footsteps receding.

Liz shook her head, her eyes glinting wickedly. "We are so bad, Max."

His smoldering eyes roamed her face. "Bein' bad feels pretty good," he said gruffly, before swooping down to capture her lips.