This picks up toward the end of "My Left Shoe" (the one where Kenny and Max start going at it on the floor, and Rachel walks in.) And this is one of the few episodes I have on tape… What would have happened if she didn't or they didn't see her, or any number of possibilities? Not related to my other stories…

"There's nothing wrong with fantasy. Trust me, some of my best partners have been in my head," Max said, taking a swig of her beer.

"Yeah? Me included," Kenny asked.

"You were okay," Max said with a grin.

"Tell me."

"Forget it."

"C'mon," Kenny prodded, "We both admitted, y'know. What's with a few details?"

"Tell me yours then," she began.

"I asked you first," Kenny cut her off.

"You really want to hear this," Max asked, not really surprised.

"Friday night. It's either you or Barbara Walters."

"Okay? Why not? We're at work, we're always at work."

"You've had this fantasy more then once," Kenny asked, just to needle her.

"You wanna talk, or should I?"

"Go ahead."

"Okay, we're at the station, it's late and we're totally alone. We start to talk about what it would be like and we're both kind of curious. Then we both say we can't act on any urges because we work together and it might affect our professional relationship," Max began.

"Wait a second. This is a conversation, you fantasize over a conversation," Kenny asked.

"Forget it. Go have an affair with a garter belt," Max retorted.

"I'm sorry."

"Forget it."

Grasping her wrist, "No, I want to hear. I promise I'll shut up. Go."

"Okay," Max conceded, "Like I said, we go through this whole thing where we talk about but we both agree we can't act. But we both want it, we know we both want to just… y'know. So I get up to go. And I take a couple of steps and suddenly you grab my hand, my left hand. And you spin me around, and tell me to undress. I kind of laugh it off, but you won't let got of my hand. It hurts. You're hurting me. And I start to get mad and yell at you. You like it, and then I get angrier and you squeeze my hand harder, till suddenly we're not talking. Our faces are close together, and we're just staring at each other like this."

Kenny swallowed at her closeness, and he felt himself start to heat up a little bit.

"And you keep squeezing. You're angry at me, and you have this look. And I get… I'm really excited and so are you. I take my hand and push it up against your… excited area. Then I get afraid, and I pull away quickly. And as I do, you just go crazy. You rip my shirt off, and you're all over me. It's scary, but instead of pushing you away I like pull you in… I try to pull you right through me. It's weird, I grab the back of your head like this…"

"Max," Kenny said weakly, "You better stop."

"What? Okay, okay," Max said looking down, feeling his warm breath on her face. Feeling her heart pounding in her chest, she knew that she had to move away from him now, but was unable to. Looking up one last time, Kenny kissed her hard and fast. Max wrapped her arms around his neck, as they fell to the floor. He ripped her shirt off, as she went for his belt buckle. Max pushed down Kenny's pants with her leg, and he slid his hands into her unbuttoned jeans. Lowering his head to her stomach, he dragged his tongue up it. Both groaning, they didn't notice the figure coming through the door, nor Rachel's horrified expression when she saw them. Backing out slowly, she closed the door behind her.

Kenny and Max's eyes locked, as the rest of their clothes fell to the floor, and their bodies melted together.

Max wasn't sure if she could move a few hours later, and she could hear Kenny's heavy breathing in her ear. Somehow they stumbled into his bed for round two, and now utterly exhausted Max had never felt more content then she did in Kenny's arms at that moment. Leaning up against his broad chest, she relished the feel of his skin next to hers, and she didn't know how long this was going to last. She tried to keep reality from invading her thoughts, but whatever happened from here would affect both of their lives substantially. Drowsiness taking over, Max let herself drift off to sleep.

Kenny awoke the next morning to find himself wrapped around the beautiful red head he had worked with for the last five years. He ran his fingers through that hair, and couldn't believe he was actually holding her in his arms. He flashed back to last night, and he realized that he didn't regret a thing. This was Max his mind screamed, she's not some bimbo you just met, and the last thing Kenny wanted to do was lose her. She looked so peaceful, he thought, as he watched her stir into consciousness.

"Hi," he said for lack of a better word. His mind at went totally blank when she looked at him, and he couldn't read her expression.

"Hi," she said back softly, looking at him and not knowing where to go from there studying him thoughtfully. This is Kenny she thought to herself, remember that. Your best friend and partner, what were we thinking here? She felt his arms around her, and he pulled her in closer. Swallowing she continued, "Um, Kenny? What exactly happened here last night? I know what happened… but… y'know."

"This is us," he finished for her, "Yeah."

"Uh, huh," she replied non-committedly, dropping her gaze not sure how to pursue this, "It was great."

"Yeah," he agreed, aching to kiss her again, "It was."

Lying there in silence, Max could think of a million things she wanted to say to him, but she couldn't voice them. Fear, she thought, what if this is it? What if he never holds me like this again? I couldn't stand that, Max realized, and she prayed that whatever walls they had torn down last night, would stay down. I want to be with him, she thought, how much longer are we going to wait? She tilted her head up to look at him, and she could tell that he was contemplating something. He looked down at her, and Max could see the nervousness in his eyes that he was desperately trying to hide from her.

"Kenny," she asked, shifting position slightly, and shakily bringing her hand to his face, "What are you thinking about?"

"This, you, us," he said just as shakily as her, not wanting to blow this, "Max, I, well, uh… I didn't plan for this to happen. I never thought… we shouldn't have done this."

Kenny felt her stiffen beside him, and Max felt like he just stabbed her through the heart. Looking away from him, she realized that this wasn't as special to him as it was to her. She knew that he'd been with a lot of women, but she always thought that if they got together it would be different.

"Yeah," she agreed softly, not wanting him to see the hurt in her eyes.

He couldn't see her expression, but he could hear the catch in her voice, "But we did… Max, I knew if we did this… I wouldn't be able to let you go. And that scares the shit out of me. You're my best friend; I don't know what I would do without you."

Max struggled to reply, "You won't let me go?"

"No," he replied, tilting her head back up so he could look into her eyes, "I won't."

"This certainly complicates things," Max replied letting her giddiness seep out into her voice, "Are you sure about this?"

"Are you?"

Max nodded, "I never thought we would actually be lying here like this. Even in my fantasies…"

"Your fantasies are very good," Kenny replied grinning at her, "And I'm sure. Nothing really made sense until now. Looking at you here, shit Max, what took as so long to do this?"

"I don't know," she replied, "Um. What exactly are we doing Kenny? I don't want to let you go either... this thing between us... where are we going with it?"

"Typical woman," he teased her, "Not two minutes into, and they're already looking for a commitment."

"What are you looking for," she said softly, and part of her wanted to pour out everything that was in her heart to him, but she knew from experience that Kenny didn't take that to well. He was almost as gun shy about commitment as she was.

"I'm not sure," he stammered, "Max... neither one of us is good at this relationship thing..."

"Do you want to take it slowly," she asked quietly, "I know we skipped ahead a bit here, but we don't have to rush it."

"Yeah," he said gratefully, "I don't want to wreck this before we really start."

"Neither do I," she agreed.

He ran his fingers through her red hair, and wanted to tell her how he really felt. How much in love with her he was, and how he looked forward to spending every day with her.

"So," he said carefully, "Would you like to go out to dinner tonight?"

"Are you asking me out on a date," Max asked grinning at him.

"Yeah. You got a problem with that?"

"None at all, and yes, I'd love to go to dinner with you tonight."