*This Fanfic. Was dreamt up and written after The Messy Purse Smack down.

Please review and tell me if i should continue!*

"C'mon Max!" Caroline urged as she danced outside the bathroom trying to keep herself from having an accident. "Go away!" Max responded, shouting through the door. "Where the hell am I supposed to pee?"

"I don't care, go to Sophie's!"

Caroline threw up her arms, ran to the door, and climbed the stairs only to find herself banging on Sophie's door. "What, what do you want?" Sophie's thick polish accent asked. "I need to use your bathroom, Max is being a bitch!" Caroline said still bobbing up and down with her legs crossed.

"Oh sure I guess," Sophie said watching the desperate blonde enter her apartment "Yea it's over there." She pointed to the corner wall next to her swinging bench. Caroline rushed to where she pointed, throwing the door aside and shutting it behind her. She made it just in time before she had accident.

Caroline washed her hands, admiring Sophie's pink hand soap and delicate towels that she could no longer afford. "Thanks Sophie, and I have no idea what Max is doing in there and I rather not know." Caroline said leaving the bathroom. "No it's fine, anything for you girls." Sophie replied with a smile.

Due to the time and awkwardness of the moment Caroline simply left without another word. She was about to however release a ton of choice words on Max for not sharing the bathroom.

"Get the hell out of the bathroom bitch!" Caroline shouted as she stepped into the apartment. Caroline paused; Max was sitting on the couch with an upset look, which spoke as though she had lost someone close to her or had had something terrible happen. "Hey, what's the matter?" Caroline asked bending around to get a better look at her.

"Nothing" Max answered blandly as she picked up her cell phone. She stood and dialed a number then disappeared to her bedroom. "Well then" Caroline muttered to herself as she went over to pull down her bed.

Through the wall Caroline could hear Max talking, she moved over to Max's bedroom door and held an ear close. She was already under her covers and ready to throw herself back into her bed if Max decided to come out. She listened closely trying to understand what Max whispered.

"Hey Sam, yeah it's me. No I'm not, at least not tonight," Max giggled Caroline could feel a smile on Max's lips as she said it. "Babe listen I need to talk to you. I can't do it now; I have a roommate remember? When do you get off?" She paused, Caroline knew Max was no longer happy or joking and was quite serious. "Yeah I guess; I'll have to get off of work early. Can you pick me up? Alright babe I'll see you then, bye." Caroline could hear Max's phone land on her dresser as she tossed it. "Dammit" Max muttered; her bed creaked as she got into it.

Max's light went out and left Caroline wondering who Sam was, why was he important and what was Max hiding?

Caroline woke the next afternoon to Max's cupcake's aromas creeping into her nose. Max still had the same gloomy and worried look as last night. "Are you feeling any better?" Caroline asked as she got out of bed. "As fine as I ever do" Max answered not looking up from whatever magazine she was reading.

"You don't seem fine" Caroline pushed, "I'm as fine as you are when you watch Martha Stewart." Max joked, which really meant Max wasn't fine because Caroline hated watching Martha Stewart because she couldn't afford cable and had to watch clips off of Max's computer.

"Who's Sam?" Caroline asked knowing she was pushing a boundary. Max's head snapped up at the question and her face grew a bright red "What?" Max shouted. Max came around the kitchen island scaring the shit out of Caroline, who had never seen her act like this. "I just heard you talking to him over the phone last night." Caroline insisted quite scared of what Max would do to her.

"Where you listening in on me?" Max demanded pointing a finger at Caroline. "No I swear! I just heard you through the door muttering something then I heard the name Sam." Caroline lied; Max backed down and returned to the kitchen to pull the cupcakes out of the oven.

"Don't talk about Sam" Max said, Max didn't talk to Caroline once they began their shift at the diner either. Caroline wondered if Earl knew anything about Sam.

"Hey Earl I have a question." Caroline said approaching his desk while Max was in the kitchen. "Hey blonde you got me a check or do want to know a good crack dealer?" he asked with a smile "No I have a question about Max."

Earl made an O with his lips and put his head down to ignore Caroline. Caroline then saw why as she turned around to see Max coming towards them with a check. Max gave a nasty glare at Caroline as she slid the check on Earl's eyes. She then turned and left, returning to her job.

"Now what do you need to know? I'm not going to talk about anything you don't need to know." Earl said "Do you know who Sam is?" Earl lifted his head and put down the check Max had just given him.

"Did something happen with Sam?" Earl asked sounding rather worried. "Well she talking with him last night, they're going to meet up after work." Caroline said; feeling odd to know something about Max Earl doesn't. "Well that's something you won't ever need to know so butt out until she wants to tell you!" Earl advised looking Caroline straight in the eye. She nodded and went back to work.

As Caroline was working she had to pause because; Max was speaking with Earl who was holding her hand and Max looked as though she had tears in her eyes. As Max dug her face into her jacket it confirmed to Caroline that there is defiantly something going on with Max. Caroline delivered the food she was carrying and when she looked back at Max and Earl; Max had gotten her purse and glanced back at Caroline, they locked eyes; Max's eyes where a bothered red a clear sign of crying, then Max looked away and headed out the door, twenty minutes before her shift ended.

"Earl what happened?" Caroline asked walking back up to his desk. "She'll tell you, but I won't" He said.