"Set free every time you kissed me, we couldn't feel no pain."

"Well, it's not exactly the Four Seasons, but it'll be nice to lay our heads down for a bit." Chloe's pickup truck lumbers into the parking lot. The run-down condition and overall shabbiness of the Oldbury Motel is a foreboding portent of a bad night's sleep. The entire place bears an air of drained resignation brought about through the trials of weathering and neglect. Still, it's the only resting spot Max and Chloe have been able to find during their retreat from the disaster site that is now Arcadia Bay. Night rain patters on the glass and metal. While it is a gentle noise, the immensity of the preceding day's ordeals still weighs on the minds of the girls, making them hyper-sensitive to their surroundings. Each raindrop sounds to them more like boulders slamming into the vehicle. "Don't you think?" She asks as she turns to Max.

Max, exhausted in every conceivable manner, can only muster a dispirited "Yeah," in response.

Max and Chloe, their jackets pulled over the heads to shield themselves from the drizzle, walk into the lobby. The fluorescent lights flicker wildly overhead, as if straining to perform their job. Every once in a while, there is the crackle of a fly meeting his end in the bug zapper. The tacky wallpaper with its farm animal pattern is peeling, almost as if it's doing so on its own in recognition of how antiquated it looks. A portly attendant sits behind the Formica desk, which is smeared with an obvious grime. His hairline is losing a turf war with his scalp, his expression akin to a melted candle.

"Good evening," Chloe takes a moment to read the attendant's name tag, "Davis. Room for tonight, please."

"It's fifty," Davis offers dryly.

"For this dump?" Chloe shoots back in disbelief.

"Chloe..." Max meekly attempts to intervene.

"Maybe you can start charging rent to the roaches who obviously live here," Chloe's voice rising, her temper not helped by the stress of recent events. "That'll cut your rates. What do you think of that idea?"

"Fifty dollars," Davis insists.

"Yeah, I heard you the first time!"

A hollow thud breaks up the squabble. Max has slammed down a crumpled wad of bills onto the desk.

Davis regards the offering as if Max had just brought a bag of hot garbage to his mother's funeral. He unfolds the money and flattens each piece onto the desk. After counting to confirm the correct sum, he retrieves a key hanging on the wall behind him.

"Room 237. Checkout by 11:00."

Chloe snatches the key from his hand. "I'm assuming there's no continental breakfast?"

Davis keeps his deadpan glare fixed on her, only deviating slightly to raise a skeptical eyebrow. Chloe catches sight of some pine-scented air fresheners displayed for sale across the desk. She swipes a handful and makes a point to hold the stash up to Davis' face. "I'm taking these," she states emphatically.

"I guess dysentery comes standard with the room." With caution, Chloe turns on the light switch. On the nightstand, a lamp in the shape of a mermaid turns on. "Classy," she remarks in exasperation.

A mute Max shuffles over to the bed and sits herself on the dingy comforter.

Chloe goes into the bathroom and turns the knobs of the rusty faucet. The pipes groan in protest before a weak stream of water starts dripping down.

"I saw a vending machine out there. Dorito's OK for dinner?"

Chloe is just about to head out the door when she hears a strained gasp from behind her. By the time she turns around, she sees Max, her tiny body trembling as she's wracked by intense sobs. Tears cascade down her cheeks. She lets out an extended, pained cry, which is interrupted only as she runs out of breath.

Chloe rushes to the foot of the bed and kneels in front of her. "Whoa dude, it's all right! Funyuns are fine too. I didn't know you were so hungry." When she sees that her attempt at humor didn't work to lighten the situation, she takes Max's face into both hands so the young girls can look into each other's eyes.

Max's entire face is now drenched, her hair matted messily across her eyes. Chloe's resolve wavers when she sees the severe agony that's striking her best friend, but this is fleeting. Chloe steels her will and resolutely stares back at Max.

"Wha-what have I done?" Max wails between sobs. "WHAT HAVE I DONE?"

Without hesitation, Chloe throws her arms around Max and clutches Max's body to hers. Almost by instinct, Max curls her body in on itself, allowing Chloe to cradle her more tightly.

The next rounds of shaking and sobbing come in waves. Chloe remains fixed in her position until everything subsides. She gingerly releases Max from her embrace, and her next words are spoken with firm conviction.

"Max, look at me. Don't overwhelm yourself with what's going on out there." She continues to fix her gaze at Max. "Here. Now." She deliberately lays down each word. "You and me. This is all that fucking matters."

Chloe places one hand behind Max's head. Max shudders at her touch.

"Be with me," Chloe whispers as she draws Max closer to her. In a single swift, elegant motion, Chloe pulls Max's mouth to hers. Max gasps, her eyes darting open in shock at the suddenness of Chloe's gesture. But her nerves soon settle. She closes her eyes and sighs in satisfaction.

Chloe releases the kiss to check on Max's reaction. Max doesn't need much time to make up her mind. She lunges at Chloe and reunites their lips. The kiss is savage and frantic, tongues going wherever they may. They get to their feet. Max allows her gray hoodie to fall off her shoulders. Chloe grasps the hem of Max's T-shirt, red and with the deer skull design, and slips it off over her head.

The insistent ringing of the phone rattles in Chloe's head, shaking her out of sleep. Assessing her surroundings, she sees Max, her cheek pinned to Chloe's bare chest. Max's slow yet persistent breathing leaves a subtle warmth on Chloe's skin. With one arm draped around Max's delicate and slim shoulder, Chloe reaches out her free hand for the receiver and brings it to her ear.

"Hello?" The word weakly escapes from her mouth.

"Checkout by 11:00," Davis drones from the other end.

"Yeah, yeah, yeah," Chloe drops the receiver back onto the hook. The jingling noise causes Max to stir. Chloe can't help but smile when she notices Max. Whatever bad mood Chloe had found herself in, Max, even if just the faint memory of her, still was able to soothe any trace of angst or resentment.

Max looks up at Chloe. "Hi," she offers as a sheepish greeting.

"Hey," Chloe replies with a content smile. She places a kiss on Max's forehead. "Bad news: Stuart Ullman is kicking us out."

Chloe slips her arm out from under Max and gets out of bed.

"Who?" Max asks, still slightly groggy.

"Oh, that's right. You never saw The Shining."

Chloe picks out her underwear from the pile of clothes that had been thrown to the floor the night before.

"I'm not that into horror," Max replies.

Chloe steps into her panties and tugs them up over her legs and hips.

"Well, watch it with me sometime so you can understand my pop culture references. I have a clever sense of humor, I swear," Chloe pouts.

"Absolutely," Max giggles, "It's a date."

As she gathers the rest of her clothes, Chloe notices that Max is moving about with a sense of unease.

She deduces that it's up to her to break the ice. Again. "If you're not gonna say it, I guess I have to." She strides over to Max and places both hands on her nude waist. "Last night," she says, intently looking her best friend in the eyes, Max as usual frozen by the intensity of Chloe's gaze, "was totally amazeballs."

The plan works as Max seems to let go of her tension and breaks out into laughter.

"You're a fucking dork," Max says in between chuckles.

"Only a dork can like a dork, so that makes you an even bigger dork, dork."

The mood began as playful, but with Max's still bare body so near to her yet again, Chloe pulls her into another kiss. She runs her hand across the small of Max's back while Max tangles her fingers within Chloe's signature blue locks.

Max can't help but offer a proposition. "Why don't we get one more night?"

"Hmm. Tempting as that is, and I promise I don't mean to come off as a prissy bitch, but if you're gonna take advantage of me some more, I'll need a hot meal and a shower with warm water. Fair deal?"

"You're right. There are way more suitable environments for setting the mood." Max is reminded that their plan had been to return to her parents' home in Seattle.

"Plus," Chloe points out as she goes to slip on her jeans, "both your folks work, right?"

"Right," Max confirms, though unsure of where Chloe's train of thought is heading.

Chloe's immediate response to this information is a devilish grin. "Then that means," she takes Max into her arms, "there will be so much alone time," she places another tender kiss on Max, "and so many rooms to explore." With that last line, Chloe intentionally hams it up, lacing her words with comically lewd suggestiveness, a delivery more like that of the mistress character from a low-budget network soap opera.

Max knows cheese when she sees it. "No doubt about it, you're the bigger dork."

"Hey, what you doing for the rest of your life?"