A/N: Complete, shameless, Faxy fluff. I just felt like writing something mushy for once. (I have an excuse, I swear. I'm brushing up on my romance-writing skills for All's Fair.) Try not to choke on the Fax overdose.

I love watching Max when she's asleep.

Okay, that sounded bad. I'll explain.

It's not because I'm a perv (Well, mostly I'm not.). I just like seeing her face so open and unguarded, in a way that it hardly ever is when she's awake.

Usually, Max's face is too sharp to be pretty. Don't get me wrong, I still think she's a knockout with her restless brown eyes and her tough-girl walk and her don't-mess-with-me expression. She's Max, and I love her, but she's not pretty, at least not in the conventional way. She's too tense, like a loaded spring. She blends in easily if you aren't looking too closely, but when you watch her she's got her fists clenched and she's glancing everywhere at once like a nervous animal, waiting for the next attack.

But when she's asleep – or when she's flying, or seeing Gazzy and Angel play, or even occasionally when she's watching me and she thinks I'm not looking – her expression softens. Her jaw loses its sarcastic set, her eyes melt (did I mention they're the exact colour of chocolate?), and she smiles, just a little.

It's stunningly beautiful.

Like now. She's asleep with her head pillowed on my stomach, hugging a tub of spilled popcorn to her chest. The weather's been good lately, so her skin is a clear, smooth tan. A few golden-brown freckles are scattered across her nose. Her hair is sun-streaked a caramel blonde. Her lashes cast fan-like shadows across her cheekbones, and her lips are quirked upwards at the corners, as if she's thinking of a secret. Around her are the sleeping figures of the others; the whole Flock fell asleep watching movies together. Iggy is sprawled on the couch snoring lightly, sandy hair falling into his eyes. Nudge is leaned up against his legs, dark curls escaping from the messy bun at the nape of her neck. Gazzy is cuddled up against her side for protection from the CGI monsters, snuffling to himself, and Angel has built herself a den out of sofa cushions - her golden curls fan out around her like a sleepy halo. But Max is the one I can't take my eyes off, because her relaxed half-smile is hypnotising.

She's wearing a tank top that's cut away at the back to make room for her wings, so I notice when they flutter slightly. She's dreaming about flying. I can't help myself; I reach out and touch a feather. It's soft and warm. I withdraw my hand, but too late: a light shudder runs down her spine, and she stirs. "Fang?" she mumbles sleepily, pushing the hair back from her face.

"Sorry," I mutter, and she yawns, settling back down to sleep.

"Get some sleep," she murmurs.


"Want me to move?"

She shifts position as if to sit up. "No," I tell her quickly, but she does anyway, uncurling from the ball she likes to sleep in and stretching out on the floor beside me. We share a pillow. I stare at the ceiling until I think she's fallen asleep again, then turn to look at her. Her eyes open the minute I try it.

"You know I hate you watching me sleep," Max grumbles, wriggling around to get comfortable in the new position. She's more sleepy than annoyed at me, but she hides her face in my chest anyway so I can't see her smile. I can feel it though, and I can see the long S-shape her athletic body makes in the darkness...

Max pokes me with a sharp nail. "Stop perving on me, Fang," she growls.

"Am not," is my automatic response. "Well okay, I sort of am. But I can't help it."

Her nails dig into me again; she's not in the mood for compliments. She rarely is, which is why I keep them to myself most of the time. I swallow back the many responses that fly into my head, ranging from sarcastic to embarrassingly mushy, and opt for silence instead. Gradually, her breathing becomes slow and even again.

Afraid that I'm smothering her, I pull away slightly. Max doesn't like this turn of events; she frowns slightly and rolls over onto her other side, facing away from me. It's not until a little while later that the relaxed smile returns to her face. Dreaming about flying again?

"Fang," she mumbles, and my heart does a flip-flop. I lie there for a second, grinning to myself in the darkness: she's dreaming about me this time. Repentantly, I shuffle my body towards hers until we lie parallel, and wrap my arms around her. The soft mass of her feathers and the warmth of her skin nestle into my chest, and she sighs a soft whisper of a sigh. My heart swells, and there's no place I'd rather be in the world right now.

Oh God, I'm sorry. My thoughts aren't usually this gooey and romantic. Not in the daytime at least; it's only ever in her sleep that Max has her cute moments. It's just every now and then when she does something like this, and I...

"I love you, Maximum Ride," I whisper into her hair, finally feeling as if I could sleep. I close my eyes and begin to drift into unconsciousness.

"I love you, Maximum Ride." I'm half asleep and it takes a while for the words to filter through, but although I don't quite register them I smile to myself, and in my dream the sun bursts out from behind the clouds, warming my skin. Strong, phantom arms tighten around my waist. My heart surges: it's a mix of contentment, happiness, security... God, I love him. Sometimes I forget just how much,

"I love you too, Fang," I tell him, though I can't see him.

I hold her close, breathing in her familiar smell of shampoo, sunshine and fresh air, and I wonder if Max knows she talks in her sleep.