Max looked up nervously. No. No!

Panic rushed in her veins and her breath came out rapidly.  She couldn't be back, she was just away from this place, she was with Chloe. 

Chloe!

"Max? Dear, why do you look so worried?" She froze, statuesque in her appearance. No, no that wasn't him. That man died a long time ago. 

She couldn't help it, she looked up and choked back a sob as her gaze fell upon Williams' kind and gentle face. 

"You look like you've seen a ghost." William said with a laugh, "Come inside, you and Chloe have been playing out here all day, the heat must be getting to you." 

Max looked around, confused and dazed as she saw a younger, blonder Chloe walk inside, eyeing her in confusion and concern. She followed her best friend and sat down at the table, thanking William as he set down a glass of lemonade. 

"You should look at her, she's not looking so well." She looked up and froze.

In a flash of color, the room turned red and cold blue eyes met hers', piercing her soul to the core.

"Is that so?" The man growled, his eyes glowing with malice as he staggered closer to Max. 

"N-No." Max stumbled from her chair and looked towards Chloe for help but the blonde was simply eyeing her in cold contempt. "No, please!" She let out a scream as the man's hand grabbed her hair and tugged her up roughly. 

Tears gathering in her eyes, she stared into the man's blue orbs that were so much like her own. 

"Stop crying!" He demanded, "Or I'll give you something to cry about, you hear me, bitch?!" He roared.

Max let out a choked sob and twisted from his grip and ran. She didn't get very far and she turned in fear as the man followed after her, roaring curses and threats.

As he towered over her, she saw something eerily familiar and a cold stone of dread and fear settled in the pit of her stomach when she recognized the object that he rose in his hand.

A belt.

"NO DAD PLEASE NO!" She let out a yelp and the air left her lungs. Her blue eyes looked around wildly, wondering where she could run to next when the realization set in that this wasn't the Price family home. 

She was in her dorm.

She looked down and blinked. She had fallen on the floor, it seemed. Max picked herself up and tossed her blue blanket onto the bed after she untangled herself from it.  Her head rattled, everything hurt but at least it wasn't from a metal studded belt. 

She drew her gaze to her clock and sighed. She had thirty minutes to kill before it would be 6, the time she set her alarm to, and it would mark her first day of class. She knew with that terrible nightmare still fresh in her mind she wouldn't be able to fall back asleep.

Speaking of falling, Max looked around in confusion. Chloe had snuck into the dorms with her to hang out with Max before the first day of school started. They had turned on movies and fell asleep, cuddled together on the bed, yet the punk was nowhere to be found. 

That's when she saw a note on her mirror. She grabbed it and smiled at the handwriting that was undoubtedly Chloe.

Hey sorry, Mad Max, I was gonna stick around but I didn't want you to have to deal with me in the morning when you have classes. It was hella awesome to hang out with you again, reminded me of when we were kids, we should balls to the walls do it again soon sometime. Maybe at my place? Anyway, it's 5 in the morning and I'm hella fucking tired so I'm going to hop on outta here- Signed, Captain Chloe.

Ps. You talk in your sleep and it's hella adorable.

Ps.Ps. Also, you look adorable when you're asleep, sorry if that's creepy.

Ps.Ps.Ps. You'

Max squinted at the note but whatever was written there was scratched off to be indistinguishable. She smiled at the note anyway, only Chloe would do something like this. 

She laughed quietly and folded the note, placing it inside her drawer with the picture of her and Chloe when they were younger. She pushed it shut and sighed, sleep was impossible so she gathered up her toiletries and some fresh clothes and headed towards the showers.

After refreshing herself, she brushed her teeth and turned off her alarm, which rung as soon as the hipster wondered into her room. She glanced around, her first class didn't start until around 7, so she had an hour to kill. 

Briefly, she toyed with the idea of going to visit Kate, but she didn't wish to wake anyone up so instead, she gazed at something under her bed. A brown leather case of sorts, that hadn't been used for some time.

Memories flooded her mind, only to get shut out as she moved robotically towards the case and grabbed it, laying it on the covers and opening up the buckles. The lid was opened with a creak and the hipster stared at the contents within. Well, content, one instrument. That hadn't been touched since the day she got it. 

She picked it up and it was like a strange primal instinct, she couldn't help as her fingers twitched to strum the strings. She let them, taking in the light sound of the chords. She remembered when she was given this. It had been a present, but it was more of a 'shut up' present, something she was given to get her to stop whining. 

It had worked for a few months until she overheard her dad- no, Ryan, say as such.

"God damn, these months have been great. Finally, that girl stopped whining about Chloe and spends all her time in her room strumming that stupid ukelele." He was talking to his friends, who snickered in reply and congratulated him on it. 

Max was going to show him a song she had finally gotten a hang of but hearing those words pour from his drunken mouth all pride and love for the instrument felt cold. She had slunk back into her isolated room and tossed the instrument into its case, promising herself that she would never play it again.

Max strummed it again, Ryan wasn't here now. He was gone, left in Seattle with only the memories of her broken childhood. He had no power anymore, this instrument could be a symbol of Max's newfound freedom. 

The hipster strummed a few chords and a song came to her in a flash of remembrance. It was a song she had written so many years ago she almost forgot about it but now it came back in a flash of nostalgia. 

I don't know my name...

The words tumbled from her mouth shakily, her voice shy and soft. Almost like it was too scared to be heard or come out at all. 

I don't play by the rules of the game...

Like the song held some sacred power, the hipster couldn't stop. The beat and relaxation of it all made Max close her eyes, gently swaying to the rhythm of the song. 

For once she forgot about the rest of the world, her troubles, her anxiety, her past. For once she let go of her fear and leaped, continuing to sing- she couldn't stop if she tried- not caring who heard or listened.

Rachel

Verse after verse tumbled from a voice that was so unique it made Rachel freeze in her tracks. She had just taken a shower when she heard the ukelele and someone singing.

It wasn't new for the girls' dorm to be filled with songs, whether it was from Kate Marsh playing her violin, Dana Ward blasting some punk songs, or Rachel herself thrashing out, the dorm was used to music early in the morning. 

However, this was different. This wasn't just a song, this was a cry in the dark, a poem written entirely and unapologetically from the heart with chords filling the gaps in the lines. 

Who? Rachel searched out the sound like a bloodhound on the scent of a rabbit. She briefly paused, smelling tea from Kate's dorm and made a mental note to ask for some later, before continuing her hunt. 

It was short-lived as she found her way in front of Max's dorm, her jaw dropping as she saw the hipster on her bed through the crack of her open door, singing and playing a ukelele. 

You ask me why I cut my hair and changed myself completely...

Max's voice was soft and shy, almost like it didn't want to be heard but the words were so solid and powerful you couldn't stop but listen. 

Rachel's mind reeled and she sat down, pressing her back against the wall near the door. She tilted her head and listened, wanting to hear more. 

I don't know my name

I don't play by the rules of the game

So you say, I'm just trying

Just trying....

Rachel found her foot tapping in the beat, a loose smile played at her lips. She heard a door open and saw Dana looking around confused before the cheerleader caught sight of Rachel and rose a brow in question. 

A door opening in front of her made her look up to see Victoria and Taylor walking out. Victoria's brow was furrowed in confusion as she saw Rachel sitting on the wall in front of her.

Taylor opened her mouth and Max chose that moment to continue to sing.

I went from bland and popular to joining the marching band

I made the closest friends I'll ever have in my lifetime

"Holy.." Taylor breathed quietly, looking at the door of Max Caulfield. 

Victoria stared in awe, her brows still furrowed. 

I am lost...

Max's voice cracked as if she wasn't trying to cry. Rachel clenched her fist, earning an eyebrow raise from Taylor as she noticed the protectiveness of the gesture. 

Trying to get found in an ocean of people

Please don't ask me any questions, there won't be a valid answer

I'll just say...

She took a breath, hesitating.

Rachel listened, waiting for the strum of the chords and smiled when Max finally continued.

That I, don't know my name

I don't play by the rules of the game

So you say, I'm just trying

Just trying...

The chords stopped and Rachel cocked her head, straining her ears in case Max just was playing softly but there was nothing but white silence.  

The aspiring model furrowed her brow. There had to be more, it couldn't have just ended there could it?

Taylor, Victoria, and Dana- she had wondered over with Juliet on her tail- watched the door before Juliet broke the silence with a soft "This is totally going in the news." and scurried off to report. 

Dana followed her, trying to convince her that wasn't the best choice but knowing Watson Rachel figured the dorm mother wouldn't get very far. 

Taylor was staring in awe and she dragged her eyes to Victoria as if looking for guidance but even the self-proclaimed queen seemed confused as to how to react.

Rachel watched her expression morph from confusion to awe, to a smidge of respect before it set in a frown. Without saying a word, Victoria whirled on her heels and walked down the hall.

Rachel stood up as Max opened her door.

"Quite the performance Caulfield." Rachel said, making the hipster squeal in shock and turn to her, her baby blue eyes wide.  Rachel stared into them and smiled, a real smile, "Not bad," The aspiring model walked past her, needing to go to her first class soon. "not bad at all." 

Max

The hipster sighed for the hundredth time that day. She already had two breakdowns in the bathroom and she was already getting forced to talk about her old home but of course, she was. Seattle was like art heaven and this was a major art school, it would baffle anyone why an obviously avid photographer would want to come back to Bigfoot Ville.

She looked around the numbers until she found the science room and walked in, already done for the day and desperately wanting to go to her photography class when she heard a friendly voice say.

"What's got you looking like you inhaled a bunch of vinegar?" She looked up and saw a kind looking boy, about 16, with brown hair and gentle brown eyes. He was grinning, looking a bit like a mad scientist. "Don't do that by the by, terrible idea." he joked.

Max cracked a smile despite herself, "School." She said, deciding to humor him.

The boy leaned back in his stool, "I hear you, I'd rather be playing DnD. The name's Graham." He flashed a cheeky smirk, "Warren Graham." He said, purposely deepening his voice as he outstretched his hand.

The hipster bark a laugh, "Max." She said, taking his hand and shaking it. "Max Caulfield." Subconsciously, Max noticed how warm Warren's hand was despite how cold the room was. 

"Weird name for a girl but I can dig it."  Warren said with a grin, "I haven't seen you around. You new?" 

Max nodded, "I used to live here but I moved and now I'm back." She said, having gone through the verses a million times already.

Warren grinned, "Well if you ever wanna watch sci-fi movies for free hit me up, I got a flash drive of... borrowed movies." His eyes glittered with mischief and Max couldn't help that laugh that bubbled in her throat. 

"Ah, I see." She teased, "A pirate, seems the bay is full of them." Blue hair and ocean eyes flashed in her mind, causing her to smile. 

Warren's face was just a bit pinker he opened his mouth when the bell rang.

Max sat beside Warren and smiled as Kate walked in with the teacher. She sat beside Max with a smile only an angel could have.

The science teacher was cool, or hella cool as Rachel and Chloe would say. Her name was Mrs. Grant and she was all about equality and she made science easy to understand. Max liked her and so did Warren by how the two bantered all class period. 

"Hey Maxamillion," Warren said as she walked past him in the hall. "Where are you going next?"

"Photography." Max said, a tremor of anxiety rushing through her.

"Oh cool! I have to stop by there, mind if I walk with you?" Warren asked, flashing her a smile.

Max shrugged, "Sure." She said.

Together the two walked through the hallway, Warren did most of the talking. He was going on about different planes of existence and other things that Max couldn't hope to grasp a basic understanding of but she liked the way his eyes lit up when he spoke so she listened.

"Hey, can I see your phone?" He suddenly asked.

Max rose a brow and he hastily went on, "No girl can resist my movie stash, you'll come crawling to me eventually. It'll be easier for you if you can text me, I'm generous like that." He said, his tone mockingly cocky. 

Max laughed, "Oh? Where are all these girls? Invisible?" She snarked, feeling a bit bad as he deflated just a bit.

Warren fumbled for something to say, looking around his cheeks a bit red. He rubbed the back of his head, "Ah... you got me." He said with a laugh.

Max snorted and gave up her phone. "Here." She said, watching as he punched in his number and handed it back to her.

"Nice, see, told you no girl can resist me." He nudged her shoulder and she rolled her eyes.

"Sure Warren." She smiled as she walked into her photography class. She looked around but deflated as she didn't see the legendary Mark Jefferson. 

"Hey, move it!" Came a growl. 

Max jumped and whirled around, flinching as she saw a light brown, maybe really dirty blonde, boy glaring at her with blue eyes. She fumbled out an apology and moved out of the doorway.

"Hey, lay off her." Warren came to Max's rescue immediately, glaring at the boy. "God, why do you always have to be such a prick?"

"What the fuck did you just say to me nerd?" The man got into Warrens' face, his eyes flaring with rage. "I OWN you! Don't forget that."

Warren rolled his eyes, "You're daddy doesn't own me Nathan, the only person he owns is you apparently." He scoffed, giving Nathan a glare.

Nathan let out a roar and lunged but Warren was quicker than Max gave him credit for and dodged as the rich kid charged. Nathan slammed into Marks desk with a cough and he rounded on Warren but the nerd jumped out of his way and shoved him to the ground.

He grabbed something off of the teachers desk and gave Nathan a guarded look. The two stared at each other in silence before Warran let out a sigh and walked off.

Nathan watched him go and he stumbled to his feet. His blue eyes locked with Max's and the rage returned, "What?!" He spat making Max flinch. "That's right, be scared. I can kill everyone here and get away with it!" He said cockily rounding on his heel and charging to the back of the class. 

"Jesus Christ, day one and he's already giving people death threats?" Max didn't expect that familiar voice nor the wave of relief that flooded through her as she recognized it.

"Rachel?"

Rachel

Rachel watched as Max turned to her, a doe-eyed expression on her face. The aspiring model smiled, "Hey, I didn't know you had this class with me." She said, "Can't say I'm complaining."

Max gave a sigh that held all the emotions of someone trying not to break down. "I'm hella glad to see you." She said, giving a small smile.

Rachel grinned at the usage of 'hella' but the joy was dampened by her energy. She seemed way too tired on the first day. She had been like that all day, a mushroom cloud of bad energy seemed to be following her like the plague. 

And her smile was semi-forced. She hid her emotions pretty well but Rachel was a master at picking people apart. She had been looking forward to this class all day and because of Nathan fucking Prescott that excitement was stomped out, it was going to be stomped out anyway but Prescott being a dick was somewhat irritating. 

Rachel wrapped Max into a hug, feeling the girl tense before she relaxed and laid her head onto Rachel's chest. It was something that Rachel noticed before, Max did it with Chloe as well. Rachel assumed it was the consistency of her heart thumping that Max liked, or her breathing, either way, she wasn't going to stop the hipster. 

She leaned down and brushed her lips against Max's ear, her heart stumbling as she felt Max shudder against her. "Hey," She breathed lowly, "You'll be okay. After this class why don't we go hang out? Just you and me until Chloe gets off of work." 

Max nodded against her and Rachel begrudgingly moved away from Max, keeping her hands on the hipsters' shoulders, wanting to keep in contact with her as long as possible. Max looked up, her eyes were lighter now, filled with a genuine happiness that made Rachel give her a grin. Max giggled softly and smiled back, dorky and awkward but oh-so Max.

Rachel felt her heart ache.

"I see why Chloe likes it so much." Rachel said. "Your smile. It's cute."

Max blushed, looking down to hide her face. 

Rachel laughed slightly and pulled her hands away. "Class is starting soon, pick a place." She said, gesturing to the room.

Max looked around and her eyes rested in the corner a bit too long. Rachel followed her gaze and saw Victoria, Nathan, and Taylor all staring at them. Queen B(itch)'s eyes were narrowed, a thoughtful expression on her face. Taylor had her brow raised and Nathan just looked like he wanted to murder someone. 

Rachel looked at Max and nudged her, making the photographer snap out of whatever thoughts she was having. She did her trademark head shake and walked to the table all the way to the back, sitting down.

Rachel followed her, hopping on the table as Max began to set out her things along with her prized camera. The aspiring model laid back, smiling as the sun glowed across her face. The scent of vanilla wafted to her nose and she relaxed fully into the table, eyes closing. Max teased her quietly, "I don't think you're allowed to do that Rach." 

"Why not?" Rachel said, not opening her eyes, "Not hurting anyone." She liked the giggle that was Max's response.

She heard the door open and close and the heavy footsteps of Mark Jefferson. Her mind immediately did a 180, her muscles twitching and tensing but she stayed relaxed with a great deal of self-control.

She heard a click and opened her eyes, looking at Max with a raised brow. Max gave her a shit-eating grin and shook the film that slid out. 

"How many times do I have to tell you, you don't have to sneak pictures of me." Rachel said, giving Max a fake glare.

"How many times do I have to tell you to not lay on my tables, Ms. Amber?" The hair on Rachel's neck stood up as she felt blue eyes barring into her soul.

Her throat felt dry and it took all Rachel had in her to sit up idly. She couldn't ignore him, she wanted to but that would attract too much attention. So she looked up and flashed Mark a smile. 

"How many times have you told me?" She said her voice light.

Mark rose a brow, his lips twitching in a smile that made Rachel's insides churn. "Enough for you to understand that you're not supposed too. Unless you want to stay after class." His tone was threatening. To anyone else, it was a teacher threatening a student with detention but Rachel knew better. His words made her blood run cold and her shoulders want to hunch. But she stayed loose and relaxed.

"Sorry Mark," She cooed, feeling disgusted as she did, "Can't today." Can't ever, "Have shit to do." Fuck you.

Mark rose a brow as if he couldn't believe it, the prick. 

"I see.." He said slowly, calculating twisted numbers. "Well if you don't want to I suggest you get off my table."

"Sure thing." Rachel hopped off with a surprising amount of grace. She flipped her blonde locks back and flashed Max a smile but the hipsters' eyes were fixed on Mark Jefferson. 

Rachel felt a pit rise in her throat as she sat down on her chair, leaning back and kicking her feet onto the table top.

Mark fixed his gaze on her, his jaw tensing up subtly. Rachel was getting on his nerves, she could tell that under his calm facade' that he was getting very irritated. A sick satisfaction ran through Rachel and she smiled at him innocently. 

Mark kept his gaze on her for a moment too long before he dragged his eyes away. Her gut clenched as he noticed Max. 

"Ah, a new photographer to add to the ranks?" He smiled kindly. "Well then, why don't you stand up here and introduce yourself to the rest of the class?"

Max opened her mouth, a panicked look in her eyes. She looked around and caught Rachels' eye.

The model nodded faintly and Max slowly stood from her seat. Rachel followed her.

"Rachel, I did not ask you to come to the front." Mark said.

"You didn't ask me to not come either." Rachel said, giving him a grin. "Besides." She flicked her eyes to Max, "I-" 'm not letting you hurt her. "'m under a strict order to always be with Max. Sorry, doctors orders." She said, earning a few chuckles from the class.

Jefferson rose a brow, "And who's this doctor?" He asked, crossing his arms. Always trying to be superior. 

Rachel crossed her arms, mocking him but making it look like she wasn't. "Doctor Priceless." She said with a grin.

Max snorted, "Oh dog." She cackled, "Did Chloe actually?" She asked, looking at Rachel.

"She hella did." Rachel said, smiling at her, "I'll show you the texts later in my room." She couldn't help the wink.

Max flushed and looked down to hide it.

Jefferson cleared his throat, "Well then, if you insist." He fixed Rachel with his stare for a few moments before he turned to Max. "I read that you have an anxiety disorder. Am I correct in my remembrance?" Anger flashed through Rachel as Mark blatantly called Max out in front of the class. 

Max tensed, paling. Rachel grabbed her hand and interlocked their fingers, remembering the 'Max training' she received from Chloe. Max squeezed her hand and Rachel ran her thumb over her knuckles as the hipster worked up the courage to answer him.

"Y-Yeah." She said, her soft voice loud in the silent classroom.

"PTSD?" Mark said, leaning back on his desk.

Max trembled and Rachel wanted to skin this teacher alive.

"Yeah." Max answered, looking down.

Mark was silent for a few moments before he pushed up his glasses. "Max." Rachel gritted her teeth, that was his teacher voice. The voice he used to spout some bullshit that the girls ate up like candy. "I understand that it is very hard to think about, but without your past, you wouldn't be where you are. Your portfolio is very impressive, especially your early pieces considering you were how old?"

"Thirteen." Max answered softly.

"Thirteen, that is damn impressive." Mark smiled. "Remember, if you ever need anything my door is always open."

Not a damn chance asshole.

"So is mine and it's closer." Rachel said, her tone joking but she knew Jefferson would pick up on the connotation. 

She saw his fingers flex against his desk and considered it a success. 

"Sometimes Rachel," the model caught that lilt, "Students need to speak to an adult instead of their friends." Mark said, his voice edging dangerously.

"Sometimes friends are all someone needs." Rachel retorted, refusing to back down. "Afterall, who else would Max be able to get high with?" She winked at the hipster who rolled her eyes.

"That was all you and Chlo." She said softly, "And you shouldn't talk about it so openly."

Rachel scoffed, "Don't act like you didn't take a hit or two. I have the proof, Mad Max." She nudged the hipster with her shoulder. Max shook her head, looking up at the ceiling as if praying.

"I see you have a Polaroid." Mark cut in, "Is there any reason?"

Max looked at him then at her camera. "It makes everything nostalgic." She said, "And.." She hesitated, hearing Victoria snicker and scoff in the back. "And I'm just a sucker for old-fashioned things." 

Rachel fixed Victoria with a smile that she knew unnerved the girl. "And Max takes hella good pictures. Like the ones she sneaks of me." She turned to the hipster fondly.

"You make me sound like a creep." Max pouted adorably.

"Poor baby." Rachel teased and Max glared at her, looking as threatening as a baby deer.

"Why don't you show us one of your pictures?" Mark asked, turning on the projector. 

Max hesitated before she took out a picture. It was the one with Rachel sprawled across the desk, the sun making her skin glow ethereally. Her blond hair flowing around her and a relaxed smile on her face. 

Mark put the picture so the entire class could see and Rachel smiled at the approving hums though she felt a bit sour as she saw Victoria roll her eyes and Nathan wasn't even looking. Taylor, however, had a bit of respect in her eyes.

"You shouldn't scoff," Mark looked at Victoria and Rachel resisted the urge to cackle. "It takes a certain special skill to be good at polaroids." He gestured to the picture, "Unlike our digital cameras, you cannot edit your pictures on a polaroid. That means the photographer has to pay special attention to shadows and contrasts, for a polaroid to be truly great the photographer must have a keen and special eye." 

As Rachel listened she felt sick, he was kissing up and Max was falling for it. She shuffled uncomfortably but beamed at the praise. Rachel bit her lip and stayed still, not able to cause a scene.

"Look at the way the sun is positioned perfectly, how natural the model is." Mark went on, "Was this the only picture you took?" He looked at Max.

"She only ever takes one." Rachel said quickly, "And that's enough."

"Amazing. You truly have a gift Maxine." He smiled at her.

Max tensed, "Max." She said, "Never Maxine." Her tone had a finality to it.

Jefferson rose a brow, recoiling in surprise and intrigue in his eyes.

The bell rang and Max snatched her picture and put it into her bag. 

"Max wait." Jefferson said, "Why don't we chat for a bit longer. I want to ask you more about your polaroids." 

Like hell you do. Rachel leaped into action immediately.

"Actually, she can't." Rachel swung an arm around Max and smiled at Mark. "She's chilling with me and we have bidness to attend to." She turned to the photographer with kind hazel eyes. "Right Mad Max?"

"Yeah.." Max said, "Sorry, Mr. Jefferson." She apologized bashfully, "I am a huge fan of your work though." 

Jefferson nodded but Rachel wasn't a stranger to the hidden rage he had at being rejected. "I see, well you girls head off and have fun then."

"We will." Rachel practically dragged Max out of the classroom and away from Jefferson's blue eyes. 

As soon as they were far away from the room, Rachel let out a breath she didn't know she was holding and sighed, a gross feeling tingling across her skin.

"Rachel? What's up? You were kinda... I don't know, digging into him." Max gave her a confused look, "Aren't you excited having him as a teacher, he's a world-famous photographer. He could jumpstart your career easily." 

"You're naive." Rachel couldn't help the venomous words from leaving her mouth. Max flinched at the tone and deflated a bit. Rachel sighed heavily, "No, god, look, Max," Rachel stumbled her composure rapidly declining. "Look, can we get to my dorm?" 

"Sure Rachel." Max followed the model as she sped walked towards the dorms. 

Rachel's mind raced with thoughts and memories. Memories she would rather forget but knew would always stay there like a leech sucking the life from her. It had happened six months ago yet it was fresh. She could still feel...

No. 

She felt tears flow down her face and rubbed at them roughly.

"Rachel?" Max's small voice made her look up. 

Max was eyeing her in concern, her blue eyes open and soul wanting to do nothing more than help.

Rachel's heart ached again.

 "Yo Maxamillion!" A boy that Rachel recognized as Warren called. He was coming towards them with a dopey grin on his face. "How's it hoppin'?"

Rachel impatiently moved towards the dorm door, not wanting to deal with anyone or anything right now.

"Good," Max flicked her eyes towards Rachel, "Look Warren, I'll text you later kay? I'm a bit busy right now."

Rachel watched as Warren deflated a bit and felt his disappointment. "Oh, yeah that's fine." He smiled suddenly and walked off.

Rachel moved inside the dorm room hallway and shoved past Victoria.

"Rachel!" Max cried, following the model into her room. Rachel let her in and slammed the door, locking it.

She sat down on her full-sized bed and sighed. Then she sighed again. And again. Then she broke down, tears running down her face. Rachel didn't try to stop them, there was no way she could. 

She wished she could just get over it, let it run off her back like water but that was false hope. She knew that she wouldn't ever be able to get over what happened.

"Rachel." She looked up and eyed Max. The hipster was staring at her in concern, "Rachel what happened?" She asked firmly, sitting beside her. 

Rachel laughed slightly, tears still pouring and frame still shaking. She moved closer to Max, the photographers vanilla scent washing over her soothingly. She laid her head Max's lap and closed her eyes as Max ran her fingers through Rachel's hair, messaging her scalp.

A few minutes passed and Rachel finally cracked an eye open, "You noticed me tearing into Jefferson?" She croaked, voice hoarse from crying.

"Yeah." Max grabbed a bottle of water and handed it to the model. Rachel took it gratefully and drank it selfishly. "He was a bit creepy but I don't know if he deserved that much of a hard time."

Rachel gave a dry laugh, "No he does. In fact, he deserves so much more than a fucking hard time." Undisguised hatred laced her voice and she looked away from Max, not wanting the hipster to see into her broken soul.

Max didn't deserve to know just how much of a fuck up Rachel was. How broken she was. It was better she lived in blissful naivete'.

"Rachel, even if he was a little creep I don't think he deserved it. I mean, you really aren't supposed to lay on the tables anyway." Max tried.

"If only it were about the stupid tables." Rachel barked another dry and humorless laugh. "It would be so much easier." 

"Rachel you have to tell me more," Max said desperately, "I can't help if you don't say anything."

"You wouldn't understand." Rachel shook her head. I don't want you to understand, Please, stop looking at me like that with your adorable blue eyes that let me in so easily. Stop smelling like vanilla, stop being so welcoming. Stop petting me.

"You're not letting me understand Rachel." Max said, "Please, I want to help. I don't like seeing you so beaten up."

"This isn't even the tip of the iceberg."  Rachel gave a self-deprecating smile. 

Max eyed her silently, her blue eyes so soft and caring. Rachel stared at them and her mind clicked so many things in place.

She wasn't blind, she wasn't stupid. Rachel knew that Chloe was in love with this girl and it wasn't hard to understand why. Max was so caring and considerate and effortlessly adorable all the time, but she had a snark to her, a venom-tipped tongue that made Victoria Chase run with her tail between her legs. She had seen it, in the way that Chloe was with Max. Rachel noticed the exchange at The Butterly; she's never seen the punk drop her act so quick, or Chloe's eyes and expression soften so quick when she gazed at another person.

Yet there she was, gazing at Max with such a tender look that it was amazing how Max didn't even notice. Chloe was undoubtedly in love with Max, she had been since they were thirteen and even though... even though Rachel tried to help her past it, she could never let Max go.

And it used to infuriate Rachel. It used to bother her to an unmeasurable amount of degree but now she knew why. Now Rachel understood why Chloe was so hung up on someone who abandoned her in her greatest time of need, even if it wasn't Max's fault.

Max wasn't someone you could just get over, she wasn't a fling that you picked up and left within the week. She couldn't be. Something about the way she was lulled you in, made you feel safe and welcomed, made you want to open up about everything.

This was a dangerous situation, Rachel gazed into Max's eyes and she couldn't help as her gaze quickly flickered towards her lips. They looked soft, would they be though? Was Max Caulfield a good kisser? 

Chloe would never forgive her if Rachel acted on this instinct- no, this need- she would just be adding to the pile of shit that she created with Chloe. The shit that the two of them needed to talk about but refused to whenever they were alone. 

So Rachel controlled herself, but she was thinking about it. God was she thinking about it.

"Rachel?" Don't say my name like that.

Rachel didn't respond, not quite yet. She knew if she spoke there would be more in her tone. Her want would come out and she couldn't destroy what she had with Max the way she destroyed everything else. 

The way she destroyed what she had with Chloe.

Tears poured from her eyes and she rubbed at them, "Max, god.." She rose and turned, her knees touching the photographers. She looked at Max and her mind panicked as Max leaned in and touched her forehead to Rachels'.

Vanilla overpowered Rachel's senses and mint breath wafted over her face. She wanted to kiss Max, she hadn't felt the urge to do so strongly since Chloe. In a way, the feelings she felt with Max were like the ones she felt for Chloe. New and powerful and awesome.

She let out a shaky breath, "Max.." She breathed as she opened her eyes.

Blue orbs gazed into hers and Rachel dug her fingernails into the bed to keep herself rooted. 

There was a silence between them, the girls pressed against each other and gazing into each other eyes. 

Max frowned a little, "What happened? Why did you?" She asked.

Rachel took a shaky breath, her mind recalling the events that haunted her.

"The truth is Max, Mark Jefferson.. isn't a good person."