Rated: NC-17 for swearing and sex

Pairing: Max/Grant, Happy Endings

Word Count: 2254

Plot: Max insists that he isn't attractive constantly, but Grant believes the exact opposite. Grant tells Max how amazing he is, and they have two firsts. Awkward Dave makes an appearance.

"I really had a great time tonight, Grant," Max said as he searched his pockets for the keys to his apartment. "Really, I haven't had this much fun since Penny was in this small revival of Cats as Bustopher Jones."

Grant let out a chuckle and wrapped his arms around Max's waist from behind. "I'm glad you had a good time," he said with a smirk.

Max pulled the keys from his pockets and fumbled to get them into the door. The door opened with a creak, and Max hesitantly turned to his boyfriend. "Do you have to leave now?"

Grant felt a shiver of anticipation rack his body, "Not if you don't want me to," he said, kissing his boyfriend lightly on the lips. "Then," Max started, taking a deep breath, "do you want to come inside?"

Grant nodded and eagerly entered the apartment, his arms still wrapped around Max's body. Max turned around in Grant's arms and pressed his lips to those that were just as anxious to meet his. Grant moaned into the kiss, guiding Max to the couch. Max lowered himself down, Grant coming down afterwards, splayed against his boyfriend. "Mmm, Max," Grant whined into his boyfriend's cheek as Max's lips began leaving his lips and working down towards his jaw and neck. "You're so hot, Max."

Max let out a laugh, but continued pressing open mouthed kisses to his boyfriend's neck, and even began tugging on the buttons on Grant's vest. "Why'd you laugh, baby?" Grant said, still panting as Max kissed his neck urgently.

"Well, you did call me hot," Max answered, pulling Grant's vest off and working on the buttons of his shirt. Grant pulled back and sat at the opposite end of the couch, leaving Max laying back on the other end. "Where'd you go? Come back," Max whined, sitting up slowly.

Grant sat with his arms crossed and an eyebrow raised. "Why are you so stubborn?" Max looked back at his boyfriend with a pout, "I can be very generous too, let me show you," Max said, crawling over to where Grant was sitting and trying to kiss him, but failing.

"Why won't you kiss me?" Max whined, falling back onto the couch and moaning impatiently.

"How can you look at me and say you aren't hot?"

Max sat up with a start, "Easily."

"Max," Grant sighed, reaching out a hand and cupping his stubbly cheek. "I don't know if you've been hurt in the past by other guys, but I'm not going to hurt you. And I'm serious, I really do find you attractive." Grant trailed off and began planting kisses and Max's neck softly.

"First of all, your eyes are a bright blue that I can't describe if I want to do them any justice." Max's heart swelled at Grant's sweet words, and he leaned into his kisses.

"Your hair, it's always so perfectly styled, I love to run my hands through it." Grant lifted his hand from where it was cupping Max's cheek and it began to play with the brown locks of his hair. "Your, lips," Grant sighed, moving from where he was kissing Max's neck, to where Max's lips were aching for contact. "They're so beautiful, you're so beautiful."

Max gave into Grant's words and pressed his lips to Grant's. No one had ever made him feel like this. Like he was important. Like he was… beautiful. "You think I'm beautiful?" Max said, his voice cracking slightly. He had never felt so vulnerable. Grant had such an effect on him.

"Yes, I think you're beautiful, Max Blum."

Max looked to the floor of his apartment, to the wall, to the television; he couldn't meet Grant's eyes. He could feel himself falling apart. Suddenly a pair of hands cupped his cheeks and his eyes were meeting a pair of deep brown.

"Hey, what are you thinking, Max?"

"I love you."

Grant gasped quietly at Max's words. Max had just initiated a new step in their relationship, a step he knew he was ready to take as well. "I love you too, Max," Grant said, grinning widely and embracing his boyfriend.

"Grant, no one has ever made me feel this way," Max said softly, in between kisses. "I want to… take the next step with you. Let me show you how good you make me feel."

"Yes, god yes," Grant practically moaned, gripping Max's shirt tightly and kissing him hard on the lips. The two sat on the couch for a while, wrapped around each other and connected, feeling nothing but their lips sliding messily together and their arms grabbing at each other, hearing nothing but their moans filling the room.

Suddenly, they heard a door creak open, and two feet came stamping into the living room. Neither of them wanted to break the moment, this perfect moment where everything was just simply them, but Dave was coming and he sounded worried, so they broke apart with a wet smack and turn to Dave who was standing awkwardly at the edge of the couch.

"I brought band aids because I heard moaning," Dave said uncomfortably, holding up a small box, "but since no one is hurt…" Max let out an impatient grunt and Grant chuckled quietly, while Dave hurried to the door and slipped on his jacket. "I think I'll head over to Brad and Jane's," he said quickly, but before he's out the door, Max's voice stops him.

"It's a Friday night, dude. You might have the same problem with them. Try going over to Penny and Alex's, they're probably watching a chick flick and munching on Ben and Jerry's, no funny business there." Grant giggled, and Dave nodded, hurrying out the door and closing it with a slam.

Grant grabbed Max's shirt and pulled him in close, "Now, where were we," he purred.

"Maybe we should move this to my bed," Max insisted, pulling Grant up and off of the couch with him, the two stumbling into Max's bedroom, sneaking kisses onto each other's neck and clothed shoulders.

Upon entering Max's room, the two slipped off their shoes and socks and Grant shut the door, immediately latching himself onto his boyfriend, kissing everywhere his lips could reach. The two made their way over to the bed with little trouble, and fell onto it together, Grant immediately working to straddle Max.

Grant's nimble fingers went to work to find the hem of Max's shirt and slowly but surely slip it off, leaving Max in only his jeans and boxers. Before Grant could unbutton Max's pants, Max began tugging at the buttons on Grant's shirt. "It's your turn," Max explained as he rid Grant of this top, revealing the toned expanse of his chest.

Max growled quietly and began kissing the muscles on Grant's chest, leaving him panting and aching for more. "Ugh, Max, so good," he whimpered as Max's tongue explored his chest.

Max flipped them over so that Grant was below him, and he began taking off his boyfriend's slacks. They slipped easily off his legs; leaving Max's mouth dry with shock- his boyfriend was incredibly sexy. Legs that seemed to go on for miles were laid out before him, and he moved his hands to Grant's thighs. He softly massaged his thighs, which led Grant to arch his back in pleasure.

Encouraged, Max unbuttoned his jeans and tugged them off, throwing them into the pile of disregarded clothes next to the bed.

Grant moved his hand to Max's shoulders, pulling him down so that their bodies were flush together. Max could feel Grant's hardness on his thigh, and he grinded down, letting him know that he felt the same way. The two found an easy rhythm, letting themselves get lost in the feeling of their bodies meshing together, until Grant's hands found the waistband of Max's boxers.

"May I?"

Max nodded, burying his face in Grant's neck as his boxers were slipped off and thrown into the pile. Immediately, Grant's hand was on his cock, stroking from the base to head and back again. "Max, you feel so hot in my hand, so big," Grant whispered, his words ghosting over Max's ear. Max arched above Grant, but soon flipped them over so he was on his back. In one swift moment, Grant's briefs were in the pile with the rest of the clothes and Max was jerking him quickly. "Max, oh, Max."

Max sat up, pulling Grant onto his lap. The two kissed sloppily and rutted against each other in an easy and familiar dance. "Max, Max," Grant whispered. Max looked into his boyfriend's deep brown eyes and nodded, "Yes, baby, tell me what you need."

"I want you inside of me, Max," Grant replied, still rutting into his boyfriend's hardness.

Max shuddered and nodded, moving away from his boyfriend and off of the bed to search his bedside table for the lube and condoms. Grant stay lying on the bed, head propped up by his hand and the other hand lazily stroking himself.

"What are you staring at?" Max asked, face not turning to Grant's and his hand still searching the drawer and moving onto another.

"Nothing, you've just got a really cute ass," Grant replied with a flirty grin.

A mischievous smile plastered Max's face, and his tossed the lube and condom on the bed before throwing himself on the bed, pinning Grant down and tickling his sides.

"I've got a cute butt, do I?"

Grant laughed giddily, only stopping when Max stilled, looking at Grant genuinely. "What?"

"Nothing… I just… I really love you, Grant."

"I really love you too," Grant said, leaning up for a kiss, "now fuck me, Max Blum."

"With pleasure."

Grant moved to the pillows, rest his head back and spreading his legs for his boyfriend. Max positioned himself between Grant's legs, and squirted a generous amount of lube on his fingers, quickly warming it up and then moving to Grant's hole.

Max began by circling Grant's hole, and pushed a finger in slowly. Grant immediately adapted, and begged for "more, Max, another, please."

Max added another, scissoring Grant, until he was begging again for more. Max added a third finger, and Grant pushed forward onto them, letting Max know he was ready.

Max grabbed the condom and was about to rip it open, when Grant swatted his hand away and tore the foil himself. Slowly, he rolled the condom onto Max's cock and started intently at him as he did so. Max gasped as the condom reached the base of his cock, and he leaned over to press one last kiss to his boyfriend's wanting lips.

"Are you ready?" he whispered on Grant's lips. Grant nodded furiously, already missing the fullness of Max's fingers.

Grant lay back after one last kiss, and Max positioned himself over Grant. Slowly, he pushed the head of his dick inside of Grant, and was encouraged to push in more as Grant whined loudly. Soon, Max was so far into Grant that the wiry hairs at the base of his cock were grazing his boyfriend's skin.

After a moment or two of breathing each other in, Grant brought a hand over to Max's and clasped it tightly. "I'm ready," he insisted. Max nodded and pulled out slowly, only to snap back inside.

Grant grunted and arched his back and begged Max for more. With each thrust, Grant was practically sobbing for "more, harder, faster, more!"

Max sped up his pace, sweat forming on his brow and heat forming in his thighs, but continuing at Grant's encouraging reaction. "Max, ugh, I love you, fuck me!"

Impulsively, Max grabbed one of Grant's legs and lifted it onto his bare shoulder, changing the angle in which he plunged into Grant's ass. Grant immediately stilled, and Max stopped thrusting, to lean down to Grant. "Baby, are you okay, oh god, did I hurt you during sex?"

"No, Max, just keep going, please," Grant said, glaring at Max.

Max nodded, confused, but thrusted back into his boyfriend. Grant stilled again, but relaxed immediately and hummed happily, pushing forward onto Max's cock. "Yes, right there, rightthere, Max!"

Max sped up, continuality hitting Grant's sweet spot, pushing into it purposely now. "I'm about to come, Max," Grant warned, as he continued to push back onto Max. "Ugh, Max," Grant whined as his prostate was being hit and Max was stroking his dick in rhythm with his own thrusts.

With a shout, Grant reached his edge, and spilled onto his own chest and Max's hand. As Grant's breath began evening out, Max grabbed his other leg and put it over his other shoulder, pushing in harder than before.

"Use me, Max. Fuck me until you come," Grant encouraged, and Max quickly reached his release at his lover's words. Max stopped fucking into Grant and threw his head back as his orgasm racked his body and he filled up the condom inside of Grant.

He pulled out after hissing at the oversensitivity, and pulled the condom off, tying it and tossing it out. Max fell back onto the bed, cuddling into Grant's side. Grant immediately wrapped his arms around Max's waist as his boyfriend rested his head against his chest.

"We should clean up," Grant sighed, letting his eyes flutter closed.

"We could do that, or we could cuddle," Max replied, leaning further into his boyfriend's embrace.

"I'll go with the latter."

"I thought so," Max said, yawning, and falling asleep in Grant's warm embrace.

AN: Thanks for reading, guys. I absolutely love this show and cried terrible when Max and Grant broke up... Send reviews my way?