FanFic - Max/Liz
"Max With Chocolate on Top"
Part 3
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 couldn't believe that she was here, with her hands on Max's open jeans, and watching the bulge underneath strain for release. Max! Her Max!!

She was fascinated with him, all of him, but this was so new to her. She enjoyed the view of him for a moment longer. The way his hair fell over his eyes, and the way they burned at half-mast, waiting for her to continue. The large bulge right behind the open zipper was intoxicating.

Liz slid a hand down and cupped him through his jeans. He gasped but tightened his jaw. He would let Liz follow her fantasy even if it killed him.

But when she raked her nails ever so gently up along the bulge against his jeans, the friction almost did him in.

"GOD LIZ!!!" He cried out and squeezed his eyes tight, trying to think of something else until he could calm down a little.

Liz sensed his control was nearing the end and she pushed his jeans down his legs and then quickly pulled his boxers down as well.

She sucked in her breath at the view before her. He was magnificent! He was beautiful!! Her Max... she felt faint. She loved him and the thought of pleasing him was making her head spin...

Liz slid off the table and pushed Max back against it.

Max grabbed the table behind him for support and in anticipation of Liz's next move.

Liz looked at Max, all tight and sexy. She still couldn't believe what they were doing!! She was afraid she would wake up and find this was a dream.

Liz reached out a tentative hand and gently wrapped her hands around the large proud hardness that was standing up straight for her.

Max jerked reflexively at the caress and his breath hissed between his teeth.

Startled, Liz pulled her hand back. "I'm sorry," she said quickly. "I didn't mean to hurt you."

Max let his breath out, trying to still the violent beating of his heart. "You didn't hurt me."


"Have you ever been so close to a lightning bolt that you could feel the currents racing through you? That's what it felt like when you touched me. Only it was pleasure racing through me, not pain, and the force of it surprised me."

Liz's eyes widened.

Max smiled despite the fire still coursing through him. "Go ahead, Liz. Explore. You won't take me by surprise again."

"I don't want to hurt you." Liz said hesitantly.

"Then you better touch me again, because I want those soft hands on me so much I ache." Max's voice was thickened by desire.

Liz looked from Max's rather fierce smile down the length of his body. She remembered that this was one of his dreams... her touching him.

Max watched Liz looking at him. He was discovering that being looked at by Liz was almost as arousing as being touched by her. The sensuality, curiosity, and approval in her eyes made him feel as tall as a mountain. And as hard.

Liz traced the thick upper muscle of his thigh with her fingertips. His skin was so warm and supple, and the muscle beneath was shockingly hard. His skin was darker than her own, though much light than the skin on his chest.

Liz smiled. This was new to Max too. "I like knowing I'm touching you in ways no one else ever has." she admitted.

Liz looked up at him as she continued to trail one finger up his thigh, and saw the narrowing of his eyes, felt the tightening of his legs, heard the swift intake of his breath as she came closer and closer to the proud jutting part of him that throbbed for her touch.

Her fingers tested the thick cushion of hair that surrounded his very different flesh. Hesitantly, then with greater assurance, she stroked the length of him, enjoying the heat and shifting masculine textures. When she reached the blunt tip, she made a surprised, approving sound. "OH! It IS velvet and hard at the same time. She felt his skin jump at her touch and she felt the throbbing under her hand.

Max's answer was a groan and a wild wave of desire hammering through his veins. If he hadn't been leaning against the table, Liz's words would have brought him to his knees. He couldn't prevent the potent response of his body, the silky residue glistening on her fingertips in start testimony to the uncontrollable passion she called from him.

Liz's hand stilled.

"Sorry," Max said huskily. "I didn't mean to shock you."

"You didn't," she murmured. Her eyes fascinated with every new thing that was revealed to her.

Max couldn't believe this. He had imagined Liz touching him, but never like this. with this total facination. His Liz... her beautiful eyes were so approving and inquisitive.

"Do you like having me touch you?" she asked, with a little smile, knowing this was one of his fantasies, but wanting to hear it.

Max smiled. "What do you think?"

Liz let her breath out in a rushing sigh. "I think I've never touched anything quite so fascinating. You make me shameless, Max. And I don't even care."

Max bent down and kissed her gently. "There's no need for shame between us. Shame is for people who cheat and steal and destroy. Being together like this is part of creation, and it's good, it's right."

"Yes," she whispered. "It's right. Two halves of a beautiful whole. How dull the world would be if male and female were the same." she pondered.

Max laughed then his breath caught as on of Liz's slender hands glided between his legs, seeking more of the primal differences between them. Enjoying her open curiosity, Max shifted, allowing her to find what she sought.

He was rewarded by a gentle exploration the brought him to the brink of losing control once more. He groaned, trying to stifle the overwhelming pulses of ecstasy. He was only partially successful.

With a soft sound, Liz touched the liquid silk of passion once more.

"How long," she asked softly, "do you think it would take you to get used to losing control?"

"I don't know," he admitted in a rueful voice, "but I get the feeling you're planning on finding out."

"Do you mind?" Liz's voice was as gentle as her fingers curling around him. Exploring and memorizing him with slow movements of her hand even as she cupped him in her palm. "I love touching you Max. I love watching your eyes narrow and your whole body tighten as you fight against losing control. You're so strong, Max. I love that strength."

When Liz's eyes looked up into his with a questioning one, trying to find out if she should go on, Max swallowed. "Touch me any way you like. Let me touch you in the same way," Max said, words pouring recklessly from his lips as hungers he had never known existed were called from him by Liz's hands. "Le me show you everything I ever wanted with you, Liz. And then let me give you things you can't even imagine yet.

"Yes," Liz whispered, drawing her nails very lightly down his straining flesh. "As long as I can keep touching you."

Max made a thick sounds as Liz's words and hands aroused him beyond belief.

Then he saw Liz reached for the bottle of chocolate syrup.

His eyes widened and met her shy, half smile, and half devilish look.

Liz then looked back down to where her other hand still touched him. She slowly poured the chocolate over the tip, with the same slowness that he had shown her nipples, just to drive him crazy.

The feel of the cool liquid against his hot flesh caused him to jump again, and bit his lip. OH GOD! Who would have thought that he and Liz would be here in her kitchen... like this!

Then he watched as Liz bent forward, sending her hair sliding across his naked legs and the far more sensitive flesh she was cradling in her hands. The cool golden brown strands were in violent contrast to Max's own heat, but nothing was as start as the searing instant when her lips parted and the tip of her tongue caressed the same satin texture that had so intrigued her fingers.

Liz tasted chocolate and the silk liquid of Max and felt drunk. He was beautiful! This was beautiful! She nibbled her way down his shaft, following the path of the chocolate.

Max couldn't take another second. He felt the first shuddering pulses of release tear through his body. With a low sound he gave himself to ecstasy and tot eh girl who was watching him with wonder in her eyes.

When Max could breathe once more, he brought Lizís hands up his body and kissed them.

"Now you know," He said.

Liz smile was another kind of caress. "Yes."

" And now it's my turn to know you the same way."

Liz's eyes widened. Just the thought made her legs tremble and they started to collapse beneath her.

Max caught her up in his arms and lifted her once more onto the table.

He was back in control, and wanted to love his Liz the way she had loved him. He too wanted to see her, where he'd never seen a girl before. He wanted to do some exploring and experimenting of his own. And he wanted to make Liz lose control as he had.

He took the bottle of chocolate once again, and poured it over her chest and beautiful tight tummy.

Max met Liz's glazed eyes. "What are you thinking?" he asked.

"I was thinking of being kissed." Liz answered honestly. She couldn't be any other way with Max.

"Here?" He touched the velvet tip of one breast.

Liz trembled as pleasure showered through her. "Yes."

"And here?"

The other peak hardened beneath his gentle touch. "Yes," she whispered.

"I'm thinking about it, too."

Max bent and kissed Liz's breasts, brushing his lips across her slowly, repeatedly, enjoying the breaking of her breath at each caress. He lapped up the chocolate with relish. Liz and chocolate... he thought again... nothing in the world could be better.

Max's long, strong fingers caressed her tiny waist, then retreated down her body, and he undid her jeans.

Liz lifted for him as Max slid them and her panties down her legs at the same time.

Liz was breathing harder now, like she had just run a mile. Max's own blazing stare at her most feminine core was making her wild.

"I'm thinking of kissing you here too,Ē he admitted and gently slid his hand over her soft curls and touched the very hot tip of her essence. She was soft, sultry, welcoming.

"Open for me," he whispered bending down, and gently easing her legs further apart.

The gently brush of Max's fingertips between her thighs was exquisite. Liz gave a ragged little sigh and shifted her legs, allowing him more freedom. The gliding probing intimacy of his fingers made her gasp.

Max eased her folds apart and sucked in his own breath. The beauty of an opening flower. She was all pink and wet and Liz.

"Oh God Liz..." he choked out and slid a finger up into her folds, caressing her as he slid slowly forward.

"My hot little Liz" he said as he slid one finger up into her with liquid ease.

"I can feel how much you liked making me lose control. I'm going to enjoy doing the same to you."

Gently, Max bore Liz back onto the table until she was lying down.

"Tell me if I hurt you. Or you want me to stop." he said easing a second finger into her. "You're so small..."

Liz shuddered.

"Did that hurt?" Max stopped his movements.

"No! Oh God no. Itís that lightening thing." she admitted and caused Max to smile around his own building passion. The feel of his fingers inside Liz, and watching her spread out on the table before for him had his breath coming in harshly again.

He reached for the chocolate once again and with eyes blazing into hers, he poured it over her sensitive flesh and his fingers that were still inside her.

Max was beyond thought now as he kneeled down and spread her legs even wider.

End part 3

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