She could tell that Max was as nervous as she was and wondered why. She knew he must have gone to fancy restaurants before. She knew he had dated some over the last few years.

Max was nervous, but only because this meant so much to him. She meant so much to him. He hoped he'd been right in picking this fancy restaurant and that she wouldn't feel uncomfortable or out of place. He wanted to see her in this kind of setting. He felt she deserved to be pampered and he wanted to do the pampering. But what if she didn't like his choice?

The restaurant was decorated with lost of marble and dark wood to provide a hushed, luxurious atmosphere. He followed Liz through the revolving door, keeping a firm but gentle hand on her trim waist, pausing for a moment beside her while their eyes adjusted to the subdued lighting. Then Liz smiled up at him, her pleasure in their surroundings shining from her eyes.

The simple gesture restored his flagging confidence. With his hand still at the back of her waist, he escorted her to their table. The hostess seated them in a private alcove at the side of the dining room. A bottle of ginger ale was displayed like it was Champaign, and Liz was pleased at how sweet Max was in setting up the atmosphere at the table as well.

They slid into the curved booth and Max sat close to Liz, letting their legs touch. Liz looked up to see his hooded gaze meeting her own wide, pleased ones. She swallowed. Max could always take her breath away with only a look. A touch and she was dizzy. She smiled at the affect Max had on her, and couldn't help but notice, as she ran her eyes over his handsome physique, that she had a similar affect on him as well. She swallowed again and tried to breath evenly. Where would tonight take them? Neither of them had ever made love, she knew that much about Max from what he'd told her before. Did she want to make love to Max? Yes! He had always been the one she had thought she would give it to first. And hopefully, but not very realistically, her only one. Liz had a new chance at life now and she didn't want to waste another minute of it not doing all the things she wanted to do. And making love with Max Evans was the thing that had always been her biggest dream, her biggest fantasy.

Max looked into Liz's changing expressions and wondered what she was thinking. He knew she had seen his reaction to her nearness. And his mouth had curled up at the ends when he'd seen her gaze glance over him, then stop at his obvious erection, and widen, first with surprise and then with pleasure. She could knock him over with just one of her wide innocent looks. He felt the air being sucked out of him as he met her dreamy looking, almost shy eyes. Where would this night end? Would they make love? Max wanted to make this night perfect for Liz, but didn't know if that was something she would want or not. He would leave it up to her. He just wanted all of her dreams to come true.

He couldn't forget all the thoughts running through Liz's head when she'd been lying in the park dying. He remembered every thought and it ripped through his heart every time he remembered.

She had thought that she was going to die right there in the park, she had cried then, because she was so young and would never experience life, saddened at the thought that she would never eat dinner in a fancy restaurant, that she would never walk on a beach hand in hand with someone she loved and then realizing that the only one that she wanted to do that with was Max, then crying even more because she would never feel his soft lips on hers again, she would never feel his arms wrapped around her, she would never feel the ultimate gift of sharing herself with someone. She would never lay underneath Max as he touched her in ways that she had only heard or dreamed about, she would never walk down the aisle to a smiling Max and have him take her as his wife, she would never tell Max that she loved him, she would never be able to watch their children playing while they sat together hugging on a bench swing, she would never grow old with him…

Max swallowed with emotion wanting to give her all of those things. Now he had a second chance with her, and he was going to give her everything he could, give her all those experiences and more!

After the dinner was cleared away, a bowl of strawberries and a bowl of whipped cream were placed in front of them. Liz's eyes widened in surprised delight, for this was her favorite dessert. And something in Max's eyes told her he had known that and planned this as well.

"Max…I don't know what to say…I mean this is all so…wonderful." She tried to express her feelings and couldn't seem to explain the depth of her gratitude, love and pleasure over all he had done for her tonight.

"I'm glad. I want this night to be very special." He admitted with a burning look. Then he picked up a strawberry, dipped it in the cream and held it out to her. When Liz reached for it he pulled it back, and then she smiled realizing what he wanted. She leaned forward and opened her mouth slightly, waiting for him to feed it to her. Their eyes met and clung to each other.

Liz blinked and then laughed when Max started toward her mouth, but then dropped a little of the cream on her nose, and then across her lips.

But her breath left her as he leaned in closer himself, his eyes burning into hers. Liz could only hold her breath as Max's mouth came closer and then he gently kissed the cream off of her nose, and then ran his tongue across her lips to remove the cream as well.

Liz groaned and when her mouth opened wider, Max captured hers with his hot one and slid his tongue into the deepest recesses of her mouth. Liz's head was spinning! Max was literally making love to her mouth with his tongue. She had never known how talented he was with his tongue and could only imagine what other things he could do with his tongue and hands and body. Liz shivered at the thought and Max gently eased back looking into her eyes again.

He started to ask if she was okay, but then saw the glazed look in her eyes and grinned, knowing she was more than okay. He was glad he wasn't the only one so affected by their kisses. His erection was throbbing against his pants but he bit back his urges to take her right there at their private table, and continued with his plan to woo her, as she deserved.

He let her feed him some strawberries as well, and they continued licking the cream off of each other for a few more minutes, until neither of them could take it anymore.

Max waved for the check, knowing that he could sit here forever with Liz just talking and kissing her, but the night wasn't over yet.

"Feel up to some exercise?" Max asked in a husky voice.

"A walk sounds nice." Liz said softly.

"I had something a little more vigorous in mind." He laughed at the surprised look she shot him, then plastered what he hoped was an innocent expression on his face. "Shame on you Liz. I only had dancing in mind." His eyes twinkled with amusement.

"Uh-huh." Liz teased back.

He loved seeing how happy she looked. He would do anything to keep that look on her face permanently.

"I did. Relax, Liz. You don't have to be afraid I'll pounce on you without any warning tonight."

"Does that mean you won't pounce tonight?" she asked. "Or that you'll give me fair warning before you do?" she smiled, her eyes shining brightly up at him.

"Which do you prefer?" he grinned suddenly.

Resting her chin on the heel of one hand, she studied him for a moment, her eyes glinting with amusement and excitement. "That's an interesting choice. While the thought of being pounced on has a certain, shall we say, earthy appeal, it does tend to make a woman feel a bit skittish. On the other hand, it seems to me that a warning would take all the fun out of the pounce itself."

Max laughed and standing up, he took her hand and looking down at her his eyes swept an appreciative glance over her at quick her wit and her sweet flirting.

Max led Liz over to the bar and dance floor on the other side of the dining area, and holding her hand, he found them a table but barely let her sit before he met her eyes again with his intense ones.

He held out a hand and waited. Liz placed her hand in his, and with a brilliant smile, she let him lead her out onto the already crowded dance floor and into his arms.

The song was a slow sexy song with a lot of sax, and Max closed his eyes as he pulled her in close against him. He loved the feel of her body moving against his. Loved the musky, womanly scent of her that filled his nostrils. Loved the dreamy, unconsciously sexy look in her eyes as she gazed up at him. Shoot, he might as well admit it to himself, he just loved Liz, had always loved her.

Max rubbed his chin against the side of her head, enjoying the silky feel of her long hair against his skin.

Liz tucked her head into Max's strong neck and inhaled his scent. She loved his scent. She loved his gentleness, and the way he had made this night so perfect for her. And she just loved Max. She smiled and nudged her nose into his throat, and then looked up to meet his burning eyes.

"Thank you Max. This night was perfect. I'll always remember it." She sighed, her hands clasped around his neck, her fingers twirling at the soft hair at the back.

"It's not over yet, and it's only the first of many perfect nights Liz. If you'll let me continue to spoil you. I want to continue to date you Liz. Only you. If you'd like? I can understand if you don't…"

Liz put a finger to his lips to shush him, her eyes telling him she wanted to be with him as much as he wanted to be with her. And he kissed her finger as it rested on his lips.

Suddenly his tongue darted out to taste her finger, and they both felt the jolt of electricity go through them again.

Max swallowed and met her eyes. "Max…" Liz whispered, feeling the huge erection pushing against her stomach, and she snuggled up closer to him to cradle it. He saw the look of need and want in her eyes.

Max hissed in a breath at the added friction of their moving bodies with Liz's now cuddling his pulsing sex. Max suddenly backed away, took her hand and led her quietly out of the restaurant.

Max stopped the car below the apartments up to Liz and Maria's suit of rooms at Maria's house, and shut off the engine.

Max inhaled and turned to her. "Liz…"

"Will you come up stairs with me. I don't want this night to end just yet." She said, in case he wasn't sure what she wanted.

Max nodded and jumped out and leaped around to help her out of the car. He held her hand gently as if she was a fragile thing, and let her lead him up the stairs to the French doors outside her suit of rooms above the DeLuca's garage.

Max stepped into Liz's bedroom with her and watched her turn on the low light next to the doors. Then to his amazement, Liz spun back around to him and running a hand up his arm, and letting it curl around his neck, she leaned into him and reached up for a kiss.

Max leaned back against the closed door and pulled her the rest of the way into his arms and devoured her mouth and made love to her sweet heat with his tongue again.

When they came up for air Max sighed. "God, you make my head spin just touching you, kissing you." He admitted looking into her eyes with burning, intense ones.

Liz shivered. She loved when his voice got deeper from passion. She had heard that before, when they had come close to kissing, or touching.

She nodded, letting him know she knew what he meant. She was still reeling from the aftershocks of Max' kiss. She licked her lips, that missed his moistness on them, and groaned again as she tasted Max on her lips. How could she describe his taste? He was just Max. She had always loved just the smell of Max. It wasn't cologne or any fragrance he wore, it was just ... him.

He felt Liz sigh as well, and lean into him more, cuddling against his hardness. He felt her starting to rub herself against his heat, to ease her own ache. He could actually feel her feelings and it shocked him. It bowled him over. He thought he was going to explode with want. Hers and his combined.

Liz too was amazed at how she could feel everything Max was feeling. She could hear his thoughts as well, and knew he was connecting with her the same way. Their minds were bared to each other. And the feeling left her wanton and eager for him. They were touching each other's souls.

"Liz ... we have to slow down," he said low in his throat, as he looked deep into her eyes and leaned his head against her forehead. He needed to slow them down, but he couldn't let go of her completely. His arms were still holding her up, as they gently held her by the elbows. . He had to make this good for Liz. But he didn't know how long he could last.

She watched him take deep breaths as he tried to calm his pulse down

"Liz, I want to please you, but, I'm not sure that I can. I mean, I know what to do, you know, to please a woman completely, I've… read up on it," he blushed but continued. "But... I don't know if I could hold out Liz. You... you are so beautiful and sexy." He swallowed.

Liz understood what he was saying. Her heart melted even more. He was so caring. He was nervous about not doing this right. Liz, too, was scared wondering if she would be able to make Max happy.

"Maybe, we're thinking about this too much." Liz swallowed, thinking all they would do is make each other too nervous with planning.

Max smiled his half smile, but his eyes were full of light. "Yeah… maybe." he agreed.

"Max...." Liz said softly. She wanted him kissing her again, touching her. She wanted to find out what it would be like with Max.

He heard her plea and swallowed. "Yeah," he answered and stepped closer.

"I need you to kiss me again." She whispered and lifted her lips up to an inch from Max's.

"Yeah," he whispered back and gently took her back in his arms, tightly and put his lips over Liz's again. Nothing felt more right than kissing Liz. The heat and connection was instantaneous again, and they both moaned softly.

Liz felt Max's desire against her tummy once again. The friction of their bodies touching, and moving against each other was exciting, and her stomach did flip-flops. She felt all warm and soft inside, especially when there was that awesome hardness beating strongly beneath his pants. She was thrilled. His kisses were deep and penetrating, and their actions made her once again measure the length of his hardness with her own stomach muscles. She was giddy when she heard him groan. For she knew Max liked what she was doing, and so did she. She tried to ease her own aching body by pushing harder against that wonderful hardness pushing against his hard heat, where it was begging for release.

"Max... I need you... please!" Liz whispered. Max was all around her. His smell, his taste his body and his love and desire. Liz felt weak from the passion burning them up.

She started sliding slowing down his body; her legs would not hold her up any longer.

Max suddenly lifted her into his capable, strong arms, and walked the few feet to her bed. Liz's bed. Liz's smells. God, how he had dreamed of this a thousand times.

He took her mouth and let all he was feeling pour into her. Liz shivered, groaned and he felt the wave of her emotions wash over him as well. They gave in to the kiss and felt the fire all around them.

Max could feel Liz's need. She was arching up and trying to rub against him to ease her own ache. He gently, slowly slid his own hand down her body and under her dress, trying to help ease the ache that Liz was feeling. Even through her panties, he felt that very hot, wet center, between her legs.

He swallowed and groaned aloud. Liz! He was here in her bedroom, and he was holding her, kissing her ... and touching her where he had only dreamed! He felt like he was going to lose it.

Both Max and Liz groaned as his hand gently pressed down on her own ache. Liz jumped and then her eyes widened and she gasped. Max watched in amazement and tenderness as Liz exploded for him, and all he had done was touch her.

"I love you Liz!" Max replied hoarsely as Liz slowly came down, and met his eyes. His love kept her from being embarrassed.

Overwhelming joy burst through Liz at Max words. He was really saying them! The words she had dreamed of in every one of her dreams.

"I love you too Max! So much!"

Liz then buried her face in his strong, wonderful neck and kissed him lightly. Max sighed as he continued to just hold that very sensitive part of her in his cupped hand.

"Max...? " Liz started, and looked up from his neck, into his deep warm eyes that were full of love and desire for her.

"Yeah?" he asked.

Liz wanted to please him too. The way he had her. Now she felt like she could take her time a little, now that the edge was off. She wanted that for him too. Then she sat up partially, and pulled his shirt over his head as well. She wanted to see his beautiful, muscular chest. His arms had always fascinated her, and now she wanted to see the rest of him. She looked over his wide chest and let her hands start to gently glide up over his muscles and they brushed against a hard nipple. She stopped.

"What... what's your fantasy Max? I mean…what do you...like?" she stumbled over the words. She was gently caressing his chest muscles, kneading it with her palm now. Liz looked up from her exploration of Max's heaving chest, past his strong neck and chin, to his beautiful face.

The look on his face made her catch her breath. His warm hazel eyes were half lidded and burning with intensity, and his jaw was hard with restrained passion.

"My fantasies?" he swallowed. Could he tell her them all? Her soft beautiful hands on his body were just the beginning. "Liz ... just being with you, like this, is my fantasy." He replied honestly. Looking deeply into her eyes as his voice deepened with emotion.

"Me too Max." Liz swallowed and tried not to let the tears that came to her eyes, fall. He was so sweet! She put her head back on this chest and then lifted up again. She wanted more. She wanted to love him.

"But Max...what...what pleases you? You know ... like you did for me?" She whispered and lowered her eyes to his bare chest again.

Max sucked in his breath. He wasn't sure if she was saying what he thought she was.

"You see Max, I... I have this need to ... see you ... to touch you. All of you. I've never ... ever...seen ... you know... a guy..." She stumbled over the words, trying to get the right ones out.

Max stopped her with a finger to her lips. His eyes so soft and loving. "Liz ... you have me. You can ask anything you want."

Liz's lips parted as his finger touched her lip. She couldn't resist but put out her tongue to taste his finger against her lip. She loved the taste of Max. She wanted to taste every inch of him.

Max's gasp made her smile and feel a little bit more confident. He was hers....

"I will be your ONLY one." Liz said decidedly, and very seriously.

Max only laughed low in his throat. His little jealous Liz.

"I'm all yours Liz. Only yours ... and ... you are only mine. " He said back.

"Yes... Max... I want to... Ummmm.... "

"What Liz? Anything?" he whispered against her lips. His own lips brushing against hers again, teasing them both. She please him so much, just being here with her, talking to her and teasing her.

Before he could think, Liz's little hands were all over him, and then he felt her cup him and caress his hardness in an experimenting way. Max groaned and threw back his head. OH GOD! This was really happening! Liz... Liz was touching him how he'd always dreamed. His head spun. He'd never let any of the other girls he'd dated touch him like this. He'd been afraid he would lose control and do something he would regret. Not only had he always hesitated because he hadn't been sure about being with a human, but he'd always wanted his first time with a girl to be something special. Something more than just sex and lust. He had always wanted to do it for the first time, if he was ever going to do it with a human, with Liz. And so he gave himself up to her completely.

Liz saw Max's head go back in surrender, and she felt dizzy with love and excitement. Max. He was hers for the exploring! Now her fantasies were coming true! She knew he was not going to stop her, and biting her lip she gently pulled apart his button, and slowly released the zipper that was tight from the straining flesh beneath it.

The intense heat she exposed and felt on the back of her hand made her suck in her breath, and she had to look. She had felt it, now ... now she wanted to see Max's desire. The part of him that made them most different. She was in awe ... and discovering something wonderfully new, but still Max.

Max let her have free run. His love for her was so incredible, that she could do anything she wanted, and he knew she felt the same way. Her body was all his for the taking too.

When Liz pulled down the last barrier, his shorts, she gasped, Max held his breath and almost died. He could feel her fascination and her overwhelming love and excitement. He felt her answering warmth where his hand still rested, between her legs, and his own body got even harder if possible.

I... I have to touch you...." Liz said, and reached for him. She knew without words that he had given himself to her.

Max's nod made her almost faint. Her nipples hardened immediately and he felt another answering melting of warmth between her legs. His own body responded, and Liz felt the moisture at the tip of Max's head as she caressed it.

"Oooh..." she whispered, fascinated.

Max smiled at her wonder. She was still his little scientist ... finding something new to explore and experiment with. He had a quick flash of Liz jumping up to get her journal and to start writing down all of the reactions, to each stimulus. He almost smiled, but then groaned.

Her curiosity was leading her to his sensitive sacs, and he knew he was in trouble.

"Liz..." he swallowed, he was so close to losing it.

"Yes...yes...oh Max..."

Max couldn't take it anymore. He was too ready; he wasn't going to make it. He pulled back and took a deep breath.

"Liz... " He groaned.

Liz knew ... she didn't know how, but she knew what he needed...

"You are so beautiful Max. My Max. I love you... I love your body... please Max... " And then she leaned down and kissed the throbbing moist tip of him. Max groaned and another drop of moisture dribbled out. He was going to loose it.

" Liz, no…I can't..."

"Yes, Max, you can," she whispered as she continued to kiss and caress his length with her hands and mouth.

"Liz..." he started to say. Liz knew ... she smiled and took him into her mouth, all the while keeping her eyes on his. He was beautiful! His own eyes were intense, almost black with passion as he met hers. She felt him jerk, as she gently caressed his length, and kept the tip in her mouth, and her tongue going around the rim of the head. She could taste all of Max, and she couldn't get enough. She loved this man so much!

Then when he jerked again, and tried to pull her away, she knew he was trying to warn her, but she wanted it! She had always heard girls talk about how they didn't want that, and Max must know too, for he was trying to pull away. But Liz wanted it all. She needed it all. She needed all of him. And all of his tastes. She held on tighter and when Max's eyes widened in understanding and then blazed with love, he met her eyes and let himself go. He watched her watching him. And she took it all in.

Max couldn't stop! He kept coming. He was shocked! He'd never come like this ... for so long! And Liz kept taking him in. She loved it all. She loved all of him.

When he finally was empty, he fell back on the bed, but managed to grab Liz and pull her up on top of him. He felt her tight nipples scrape against his own bare chest as she settled against him.

Max felt the heat and wetness between her legs, against his thigh, as she clung to him. He hardened again and was shocked! After that orgasm, he shouldn't be able to get hard for at least a week! But then, this was Liz. His Liz.

"I've wanted to see you too, Liz. All of you," he admitted tightly. He was no longer unsure. He was totally focused on Liz now. She was incredible, and she was his!

Again he lowered his head and caught her mouth under his. They both sighed into each other's mouth. This alone would be more than enough for them. For any connection between them was electric.

"Max...touch me, too," she murmured, feeling drunk on his kisses, on him, and losing her normal inhibitions in the heat of her desire. "Make love to me."

Max's head spun ... he planed to love every inch of her. Slowly, Max helped Liz out of her beautiful dress and saw she wasn't wearing a bra.

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."