Max could see nothing but Lorelai's eyes. Her big, beautiful blue eyes were staring back at him, with a hint of regret and a lot of confusion in them.

"What are you doing here?" she asked suddenly. "Not like you're not allowed to be here… I just, you know, wasn't expecting you to be… here," she stuttered, obviously caught off guard by his visit.

He shrugged. "I heard the coffee was good?" he asked, almost waiting for her to attempt to uncover the real reason for his visit to her.

It was when she stood up that his heart sank. A little boy who couldn't be more than two was fast asleep in her arms, oblivious to the busy world around him. She smiled a half-smile, the smile she gave in any uncomfortable situation, and shrugged slightly. "It is good, but somehow I'm thinking that wasn't really why you came," she said, her voice barely above a whisper.

He blushed as he looked to the ground. "Guilty as charged."

"Do you want to talk… outside or something?" she asked, grabbing the bag she had sitting behind her and throwing it over her shoulder.

Max opened the door for Lorelai and followed her as she walked toward the gazebo. When she stopped to stand in a freshly shoveled walkway, he stopped as well. Looking from the little boy to Lorelai, and back to the boy again, he released a breath, almost letting go of any hope he had. His questions were slowly being answered.

"So, why are you here, really? I never deemed you a coffee connoisseur, so what brings you back?" she asked, unconsciously placing a strand of her curly hair behind her ear.

Feeling like a fool, Max shook his head. "It was stupid, really, and it's not important."

"What was stupid?" she asked, wondering exactly what was going on.

"Thinking it wasn't too late to have another shot," Max said. "Sounds crazy, but I haven't stopped thinking about you, Lorelai. I mean, I've done things, and been places, and met people… but none like you. I was hoping for a second chance, a do-over, and I thought, 'Carpe Diem' and came here."

Lorelai was taken aback by his statement. "Max, why would you come back here, and do this to yourself? It's been so long, and whenever this happens, with anyone, there's lots of old feelings that get stirred up again."

He shook his head. "I'm now wondering the same thing. I mean, you've quite obviously moved on," he said, gesturing to the little boy.

Lorelai grinned and gently stroked the little boy's brown hair. "His name is Will, he just turned two. Will's got a big sister, Emma, who's at Miss Patty's ballet class right now. She's almost four."

"Emma and Will, huh?" Max confirmed.

Lorelai shrugged. "Well, you know, Emma's very Jane Austen, lots of influence from Rory on that one, and Will is after his paternal grandfather, who I've heard was quite the gentleman. Seems right to keep the tradition alive."

Max nodded. "Who's the lucky guy?"

He kicked himself mentally for letting the question escape his lips. It was the most cliché of questions. Any phrase synonymous to the one he had uttered would have been fine. He was an English teacher, there were myriads of other phrases that could have been formed.

"Luke," Lorelai answered softly, the half smile again creeping across her lips. "I'm sorry, Max, it really just wasn't right… you and me. You deserve to have something that's right. I wasn't right."

Max knew it as well as Lorelai did. They weren't right together, yet he still decided to show up in Stars Hollow, looking for love in the wrong capacity once again. His heart began beating faster as a little girl in brown pigtails and a bright pink coat escorted by a man in a green jacket and a backwards blue baseball cap approached. He knew what was coming, or so he thought… he had visions of sucker punches or harsh words flying everywhere.

"Mommy!" Emma shrieked, wrapping her arms around Lorelai's legs.

Luke gently picked Emma up, and put a finger to his lips. "Will's asleep, and Mommy's talking to someone right now," he gently reminded his daughter. "Max," he said, politely recognizing the man to whom he had previously declared his 'I'll Always Be Around' speech.

"Luke," Max replied, extending his hand for a handshake.

Luke returned the gesture. "What brings you back?"

Max was at a loss for words. He had no idea what to say. "Uh, I was in the area... and... I, uh, stopped by Chilton, and... you know, that town thing's coming up..."

Luke nodded, not wanting to question him further. He took a deep breath and pointed to a nearby bench. "We'll be over here. Take as long as you need," he said, visions of Rachel's return and Lorelai's congenial reaction to it seared in his mind.

Lorelai nodded and kissed her husband, partially assuring him that nothing had changed, and partially to make sure Max knew she wasn't lying. She sighed and shifted her weight, looking at Max once again.

"I'd better go," she said softly, looking toward the bench. "Rory's coming home later, and the kids are really excited about it. I wouldn't want them to miss her arrival."

Max nodded knowingly. "Sure, you wouldn't want to miss it."

She sighed. "Don't beat yourself up. She's out there somewhere… you'll find her. It was nice to see you, Max."

"You too, Lorelai," he said, watching her walk away and listening to the snow crunching beneath her feet. He found himself frozen in the spot he was standing, watching the happy family walk back to the house together.

He put his hand to his forehead, shaking his head. He had to go home once again and deal with the pain of losing Lorelai.