FanFic - Max/Liz
"Max With Chocolate on Top"
Part 1
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 !!!!!!!!!!!!
Liz wiped her brow from the heat still heavy in the air over Roswell, and especially heavy at the Crashdown since the stoves had been on all day. She was sitting in one of the booths, after closing, her white-sneakered feet stretched before her, and trying to let the fan above cool her off.

Maria came out from the back room with two bowls.

"Here you go! Just what the heatwave calls for." she smiled and flopped down across from Liz.

Liz sat up and looked at the bowl of ice cream. It also had hot fudge, whipped cream and nuts on top. She laughed. Maria knew her weakness.

She started digging in, watching Maria do the same. Liz looked over at Maria and saw the hicky on her neck that she couldn't quite hide, even with the collar up on her work uniform.

She remembered the scene she had witnessed last night, and the quick flight back up the stairs seconds later. She hadn't wanted to disturb them. But all night she had imagined that it was her and Max. She had tossed and turned thinking of Max kissing her, his hands everywhere.

"Earth to Liz..." Maria grinned waving a hand in front of her eyes.

Liz focused on Maria and laughed, then slapped Maria's hand away.

"Let me guess, you were thinking about Max." Maria teased with a grin, and dug out another scoop full of ice cream and put it in her mouth.

"Well, sort of..." Liz smiled a secretive smile. One she knew would make Maria want to know the rest.

Maria saw her best friend's face and knew she had a secret to share. She dropped her spoon back into the bowl and leaned forward.

"Okay, out with it, girl." She demanded.

"Well.... last night I came down here for some milk, and saw you and Michael..." Liz grinned as she put her spoon full of ice cream in her mouth.

Maria laughed. She had been dying to tell Liz so she could talk about it. As usual, Liz beat her to it.

"Oh Liz... it was unbelieveable!" Maria's eyes sparkled and her face looked flushed.

Liz envied Mara that look, as she saw Maria remembering back to the night before.

"What did you see?" Maria asked, suddenly blushing.

Liz laughed and lifted up her spoon again.

"Not much, I just saw you two kissing on one of the tables, and I took off, not wanting to disturb you." Liz smiled, watching Maria get a dreamy look on her face.

"Hmmm....Liz... I've wanted to like tell you all day! Liz I'm like sooo crazy about him now I can't even think about anything else!" Maria admitted.

Liz put down her spoon and sat forward. "What was it like.. I mean.. was it different with Michael because he's an..."

Maria thought about it for a moment and then slowly a wide smile came across her face.

"I don't know...I mean, I've only ever kissed a guy before, as you know, and it was okay.. but not like this! And I don't know if it's cause it was just Michael, or if it was because he's..." Maria finished, swirling the spoon around in her mouth in thought.

"So you did more than kiss?" Liz prompted. They told each other everything, and any time one of them did something new, they shared it. Both of them had only ever kissed guys before. Even with Kyle, Liz had only let him kiss her a few times.

"Well... yeah...I mean, I didn't even think about stopping him."

"Maria did you??" Liz asked suddenly.

"No! Not all the way!" Maria laughed at Liz's startled expression.

"Oh my God! How far?" Liz asked.

"Well... let's just say, my panties stayed on." Maria smirked.

Liz's eyes opened wide. "How.. how did it feel.. I mean... remember how we talked about what it would feel like to have a guy touch us and kiss us all over.... Maria... you've gotta tell me!!" Liz exclaimed.

Maria giggled and sat closer. "It's just like we tried to imagine it Liz, only better!!! His mouth was so hot and wet on my skin. And to be honest... I didn't want him to stop." Maria admitted.

Liz just sighed and nibbled on the edge of her spoon.

"And Liz...I got to actually sneak a feel myself." Maria grinned proudly, her eyes twinkling with excitement.

Liz dropped her spoon back into her bowl and swallowed.

"Was it like they say in the books... you know... soft, yet hard?"

Maria nodded. "MMhhmmm. Wow Liz! I only got to touch him for a second, I guess he realized where it would go if we continued any farther, but boy! What a feeling!!! Liz! It's... wow! And he's big!" Maria admitted with a blush.

Liz sighed and laughed. "I always wonder what Max looks like without clothes!!!" Liz admitted with a blush. And they both laughed.

"What would you do Liz? I mean, what are some of your fantasies about Max." Maria asked, wondering if Liz thought of the same things she did. They always talked about what they would do when the fell in love with a guy, but now, that it had actually happened, and it was more real...

Liz swallowed. "Well, I have to admit... one of my biggest fantasies..." she started then looked around and came closer to Maria, afraid someone would overhear.

"I want to see Max... you know, the way you did Michael. I want to touch him, and maybe caress him and study it. You know?"

Maria laughed. "You sound like a scientist Liz!" But she too was in agreement. "Well, I didn't actually get to see it, only feel it. Like I said, I don't think Michael could have taken much more without going further." Maria smiled again.

"I want to feel my naked body brush up against Max's strong, naked chest, and I want to see my hair fall over his...most beautiful place...all hard and proud, with my hair caressing it." Liz continued.

"Liz Parker! You do have quite the fantasies!!" Maria gasped and giggled. Then thought about it herself, and took another taste of ice cream.

"Wow... I couldn't quite do that with short hair and all, but I would love to caress it.. to caress every inch of Michael." Maria sighed.

"I'l love to tie Max to my bed, maybe put some whipped cream on him and just start licking him everywhere." Liz said, now getting more and more into it. She dug into her ice cream again and ate it like it was Max.

"I would tie Michael to my bed and then take one finger and tease him up and down his whole body with it. Watch him pull taunt against the ropes." Maria added and dug into her own ice cream.

Then both girls looked at each other and laughed. "We are bad, girl!" Maria admitted.

Liz nodded, then swallowed. "I would just love for Max to kiss me Maria." she admitted.

Maria nodded, her eyes understanding. Max was Liz's soulmate. They both believed that.

"I know Liz. And if Max is your soulmate, like grandma believed, then he will. You will be able to do all the things you want to with Max."

"Well, can I ask you how you can get a guy to lose control. You know, Max is so totally in control all the time, I mean, how did you get Michael to..."

Maria laughed again. "Well, I'll tell ya babe, it doesn't take much for Michael to lose control. He and Max are totally opposites when it comes to that. Michael says Max has always felt like he had to be the responsible one, and he and Isabel were always more irresponsible cause they knew Max would get them back in line before they did anything too crazy growing up."

"Well, tomorrow night, Max is coming over to work on a biology experiment we have to do, and since my parents are going out of town for a week..." Liz smiled shyly.

Maria opened her eyes wide. "Liz! You want to seduce him! You go girl!" she smiled.

Liz blushed. "Well, although I fantasize about all those crazy things I want to do to Max Evan's body, I would be happy if Max would just lose enough control to kiss me, like Michael did you." Liz admitted and looked wistful.

"Does Max know your parents won't be here?" Maria asked starting to get a sneaky look.

"No, I was going to tell him tomorrow, since I just found out earlier tonight."

"Oh my God girl! Don't! That would like totally ruin it. Max would tell you to go to his house with everyone around just so he wouldn't be tempted to lose control."

"You mean lie to him?" Liz asked in surprise.

Maria rolled her eyes at her friend's sweetness. "Well, it wouldn't be lying if you just didn't MENTION it!" Maria smiled craftily.

Liz looked at Maria and then grinned. "You're the best Maria! What would I do without you?"

"Probably not get Max to kiss you tomorrow night." Maria smirked and then grinned again.

"Oh Maria, we are so bad! They say guys talk naughty about girls. I wonder if other girls think naughty things about the guys they love and talk about it, you know, like we do." Liz sighed.

"Of course they do! Well, okay not all girls do, but most probably do." Maria shrugged.

"Do you you think Max and Michael ever talk... you know... about girls to each other?" Liz flushed, wondering what Max's fantasies were, if he had any about her.

Maria laughed. "I know "earth" guys love to talk about that stuff, but since we are talking about two... "not of this worlds", I don't know, since they are trying to keep themselves away from all that sexual need stuff." Maria wondered.

Liz laughed. "Yeah, Michael's really trying isn't he?"

Maria laughed too, and just waved a casual hand. "Still, I couldn't imagine Max or Michael totally talking about us like we did about them tonight though!" Maria burst out in another fit of giggles.

Liz just blushed at the thought of what Max might fantasize about if he did, and did he fantasize about her at all.


Across town, Max lay awake staring up at his ceiling. Michael had admitted to him earlier that day that he had gone to see Maria the night before. Michael had needed to talk to someone about it, and he knew Max would understand his weakness for an "earth" girl.

So Michael and Maria huh? Max thought. His arms were back behind his head and he was stretched out in only his boxers and t-shirt. He had wanted to ask Michael more about what exactly had gone on last night with Maria. Michael had hinted that he had learned some things about women that he was dying to share, only Isabel had been around most of the day, so they hadn't had a chance to talk. If it worked out for Michael, should he give it a try with Liz? Could an alien/human relationship work?

Max heard the noise at the window and smiled. He had been hoping Michael would come by tonight, so they could talk about this.

"Hey Max." Michael said as he climbed through the open window, and saw Max sit up in bed.


Michael grabbed the bed roll and rolled it out, then flopped down on it. He himself layed down looking up at the ceiling for a minute, then turned on his side facing Max, and leaned on an arm, half sitting up.

Max just waited, leaning back against his headboard and looking out the window at the stars.

Then he turned to Michael. "So what did happen?" he finally asked.

Michael grinned then flushed, then grinned again. "Aw Max, I dont' know.. it's so complicated."

Max raised his eyebrows. " Did you...?" Max didn't finish.

"No! But... we weren't far from it. God Max, I was never so close to losing it like that before. The things we did...she did... I did..." Michael sighed and raked a hand through his already spiked hair.

"Things?" Max asked. He and Michael had always talked about sex and if they felt the same way normal guys did, and if they reacted the same. Michael had been the only one with any experience, and that had only been a kiss and a quick feel of a breast once in 8th grade. Michael had shared how a girl felt, and how it made him feel.

"Things... like... I actually got to take off her top, and she took off mine, and we caressed each other...I caressed and kissed...and...felt..."

Max nodded and tried to let out his breath. God, Michael had actually been with a girl and gotten to experiment! Max tried to imagine those things with Liz, what she would have looked like, what he would have done, and his boxers got tight.

"You know Max, that place they say women have... that thing?" Michael started.

Max's eyes widened and he nodded. They had both read up on some of that stuff in Isabel's Cosmo Magazine in 8th grade and almost gotten caught.

"I found it." Michael said and blushed but grinned crazily.

Max sucked in his breath and swallowed. "You did?"

"Yeah, and was incredible." Michael said, in a daze, as he was thinking back.

"Does it... does it really..."

"Make them crazy? Oh yeah. God Max. The feeling of making her explode like that. And then... she...she reached for me." Michael swallowed remembering.

Max leaned forward. " did it feel.. I mean... their hands...Oh God.. I would have lost it." Max said and flopped back against the headboard closing his eyes. Images of him and Liz doing those things flying through his mind.

"Ahh Max... I can't describe it Man, You will just have to experience that one yourself. And believe me, when Maria reached for me... I almost did lose it. It's what made me stop. Otherwise... who knows how far we would have gone." Michael admitted.

Max opened his eyes and nodded. He knew he would have lost all control and made love to Liz if it had been him and he hadn't stopped it then and there.

"Max..." Michael started.


"I don't want to stop seeing Maria. I don't care where it leads...I want to be with her...I want to one of these times...feel what it's like to...make love to her completely." Michael admitted with a raw voice.

"I mean, Max... come on, you must think of doing all those things to Liz, that we read about in that Cosmo magazine.

Max groaned and nodded. He couldn't think of one logical thing to say to try to convince Michael that it wasn't smart. His own logic was gone at the moment and he was picturing himself and Liz all hot and naked.

Max swore and threw off the sheets.

"Where are you going?" Michael asked.

"Shower." Max mumbled and heard Michael chuckling as he closed the door to the bathroom.


Liz got into Maria's car the next day after school and waited until Maria had started out of the parking lot before asking.

"So what did Michael say to you today? How did he act?" Liz wanted to know. She was excited for her friend. She knew Maria had been hoping that she and Michael would continue with whatever it was they were to each other now.

"Well, at first I thought he might ignore me, but then, like I started to go past him and he dragged me into the janitors closet cause it was closest place!" Maria laughed, as she turned the corner to head to Liz's apartment.

Liz laughed and then sighed.

"So what about tonight? Is Max still coming over?" Maria asked.

"Yeah, I didn't say anything, but Maria, Max was acting weird today."

"Weirder than usual?" Maria teased.

Liz laughed and hit her friend on the arm. She knew Maria didn't understand how Max's was always so in control, just like Liz's was. That was why Maria believed that Max and she were soulmates, cause Maria never thought she would find another person quite as in control as Liz.

"I'm serious. He couldn't quite look me in the eyes today. Then when I wasn't looking I could feel him staring. Then when I would look at him, he would turn away. Usually he'll keep looking, and we will have this great looking into our souls contest, you know?" Liz rambled.

"But, today, he was sorta ... shy and I guess thoughtful,was the word." Liz tried to explain.

Maria stopped in front of the Crashdown and nodded. " Well, as long as he's still coming over tonight, you can do it girl!"

Liz stepped out of the car closed the door and leaned back into the open window of the passenger side. Then she nodded. "I hope so Maria. And good luck with Michael. You two have plans for tonight?"

Maria laughed again. "Are you kidding! Michael make plans? I guess if he gets in the mood he might come by." Maria smiled, then waved as she watched Liz move back from the car.

"Call me!" Maria shouted as she pulled away from the curb.

Liz swallowed and then went inside. She didn't have to work tonight, and neither did Maria. She went up the back stairs to the Parker's apartment and closed the door. It was so quiet in the apartment without her parents there.

She took a deep breath. Imagining her and Max, alone in the apartment tonight.

He was coming over at six. She looked at the clock and saw it was already 4. She only had two hours to get ready!

Liz flew into the bathroom and slammed the door.


Max took a deep breath, knocked on the upstairs apartment door ,and then put his hands back in his pockets, waiting for Mr. or Mrs. Parker to let him in. They liked him, he could tell. And they were really nice. Only, today, with his thoughts of Liz and what he had been imagining lately, he felt awkward.

When the door opened he saw Liz standing there and he just stared.

Her hair was freshly washed. He could smell the baby powder and strawberry hair shampoo on her, and then the other scent that was just Liz. She was wearing jeans, but had on a short soft looking red sweater that made him want to run his hands over it to feel how soft is was against her.

He smiled and glanced away and down as Liz let him into the apartment.

"Hi Max." Liz said in a shy voice.

"Hey." Max said and looked around for her parents, he wanted to make sure he said his hellos properly.

"Where are your parents?" Max asked when he realized how quiet it was.

Liz saw the moment of panic in his eyes and she swallowed, hoping he wouldn't bolt.

"Um... they aren't here. They sort of... like went to a restaurant convention for a week. They left this morning." Liz admitted. Holding her breath, waiting for Max to change his mind about staying.

She looked at Max and found him looking back at her. She couldn't read his expression, like she usually could, but she could tell he was struggling with something. Then suddenly it felt like Max had made a decision.

He relaxed his stance and smiled lightly.

"Okay, so where are we going to set up the experiment?" he asked casually, as if her parents not being there didn't bother him.

"Oh... well, in the kitchen.. it's easier to clean up." Liz explained and led the way.

She could feel Max's eyes on her as she walked ahead of him. He seemed almost...determined about something.

Liz felt a fluttering in her stomach and tried to calm down. She had to relax and atleast try to act normal.

Liz started setting up the experiment on the counter near the sink while Max spread out his books on the table and took out his notes.

They worked in quiet companionship as they always did in biology, as they set up their area for the project.

Liz reached for a measuring cup and knocked down the box that was next to it, in the closet.

Max picked it up and then smiled. "Brownies... I love brownies... chocolate is one of my weaknesses." he grinned at her with a raised eyebrow.

Was he flirting with her? Liz wondered. She must be imagining it. She took the box and smiled.

"How about I make them while we work on the project." She said and started getting things out for the brownies as well.

"Great." Max said and leaned in closer to her to watch her put together the brownie mix.

Liz could feel the heat of him all along her back. He was so close. Liz had to grip the counter not to turn around and grab him. He smelled so good, fresh out of a shower, and just smelling like Max. He had on a clean pair of jeans, and a black button down shirt that she wanted to just pull open, and let the buttons fly.

"Um...why don't you finish putting the other stuff together for the project." Liz suggested. If Max stayed that close to her another second, she was going to turn around and attack him.

"Oh...ah sure." Max said and started to shift over to the sink to finish settting the experiment up.

Liz glanced side ways at him. What was wrong with her. She should just have turned around. Maybe it would have just happened. Max didn't seem like he was fighting this thing between them tonight.

Liz reached for the chocolate syrup in the closet and brought it down.

Max moved over again toward her. "Oh... hey, you put that in the brownies?" he asked facinated.

Liz laughed, as Max looked like a little boy with candy in front of him.

"Yes, and if you are a good boy and will go finish setting our stuff up, I'll let you lick the spoon." she smiled.

Max raised an eyebrow. "Only the spoon?" he asked. His eyes now definitely burning deeply into hers.

He saw her startled look and he just grinned. He loved seeing Liz Parker all flustered and not in control. He knew he was making her nervous, but he had decided to relax and enjoy being with Liz. Maybe it was meant.

"I mean, can I lick the bowl too?" He ammended, and tried to hide his smile at her sudden flicker of disapointment. He turned away toward their notes and grinned.

She wanted him too! He wondered if she and Maria had talked. Did girls talk about that stuff too?

He pulled Liz's notes out of her book, and then noticed the other book hidden underneath. He knew from the look of it that it wasn't a school book. It had a marker in it and it looked like something you'd write in. Max suddenly quit breathing and stared at it. The journal. Part of him wanted to read it so badly. He wanted to know what Liz thought of him. Her bare soul written down. But then he wondered if he really wanted to know. What if she admitted things that scared her about him, about his being an alien. He didn't think he could handle that.

Liz turned when she noticed Max was awfully quiet. She saw the journal on the table, with Max's hand gently over it.

Their eyes met and Liz waited. Did she want to show it to him? That would be one way of letting him know what she wanted from him. But would that just make him run away.

"Hmmm... these don't look like biology notes. I'll bet these are more interesting to read though." He teased.

He could see the anxious look in Liz's eyes, and decided he liked teasing her and throwing her off balance.

He lifted the book and held it up over his head as she tried to reach for it.

They laughed and Liz tried to get the journal away from Max. He chuckled at her antics just enjoying being normal with Liz.

Liz forgot she had the chocolate syrup in her hands and when she reached out for the journal again she squeezed the bottle and some chocolate squirted Maxon his neck.

They both stopped struggling over the journal, and just stared at each other.

Then Liz giggled. She couldn't help it. The look of surprise on Max's face was priceless.

Max put the book back down on the table and just continued to look at Liz.

She swallowed, then tried to help him get the chocolate off. She reached a finger out to scoop off the chocolate from his neck.

As she pulled her chocolate covered fingers away, Max grabbed her hand.

His grip was gentle, but firm. Liz looked from their hands, to Max's face.

The raw passion she saw burning in his eyes almost made her faint. She gasped and held her breath as she watched Max slowly... ever so slowly bring her fingers up to his mouth.

Liz was trying to breath, but she couldn't stop watching Max's burning gaze, as he brought her chocolate covered finger, closer, then he opened his beautiful mouth, his eyes still on her, and slipped her finger into his mouth.

Liz groaned and tingled. Just the feel of Max's hot, wet mouth sucking on her finger gave her the goose bumps, and made her head spin.

Her whole body started to throb and vibrate. She felt her nipples harden and she felt the wetness start below. Oh God... what was he doing. Was this a dream? Was she going to wake up to find it was just a dream....

End part 1

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