Set during the Sheffield family vacation in Bermuda during season 4, episode 9 ("Tattoo"). I don't own this series of course, but I DID just buy it on DVD after not seeing it for twenty years so it looks like I have some fanfic to work out of my system. ;)
Side note: I find it kinda crazy that there are so few fanfics out there shipping Fran and Maxwell! I know Niles and C.C. have a spicy relationship, but Fran and Max have always been my favorites!

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Fran let out a little groan and patted her full stomach, weaving a little as she walked down the resort hallway. "Oy, what a meal!" Maxwell chuckled alongside her, a little unsteady on his feet as well.

"I certainly didn't expect a resort in Bermuda to have the best Italian I've eaten in a while, but here we are," he mused. After working up a bit of a sweat during their epic ping-pong match, the two had headed to the restaurant downstairs for a meal and a nightcap. Maxwell's head swam a bit as he tried to remember how many glasses of pinot noir had accompanied the mushroom risotto he had chosen, and found the answer eluded him. Fran stumbled a little, giggling, and Maxwell shushed her with a grin. "Someone's a little tipsy," he whispered loudly.

"Speak for yourself, I only had one amaretto sour," Fran slurred in reply, tossing her hair and almost toppling over when the movement made her head spin. Maxwell's warm hands caught her around the waist before she could fall, sending a wave of goosebumps across her skin. After their supercharged game of ping-pong she had temporarily forgotten the electricity in the air between them, but she felt the familiar tingle race down her spine the second Maxwell's fingers made contact with the bare skin of her torso. Boy am I glad I picked this outfit! she thought a little smugly.

Maxwell helped Fran right herself first, and then released her a little reluctantly when he realized their proximity. Remember your duties, old boy! Don't be a clone of your father, his conscience warned in a voice remarkably similar to his mother's. He shook his head slightly, annoyed at himself for letting her creep into his head despite their cold and distant relationship. He may have agreed with his mother's outlook in the beginning when his father left her for his secretary; however, as the years he spent with Miss Fine passed, he found that perhaps following one's heart might be justified no matter the difference in class or position. Don't forget the children, his inner voice sniped in response. He begrudgingly agreed, snapping out of his thoughts and bringing himself back to the present moment. The loss of contact with Fran left him feeling a little cold, but watching her clumsily attempt to sashay ahead of him sent a shot of warmth straight to his heart that served to silence his conscience s reproach. "Miss Fine? You've passed your room," he called out, clapping a hand over his mouth when it came out a little louder than he intended.

Fran spun around and shushed him loudly, digging around in her tiny purse for the room key. "You'll wake Gra-," she began, a little startled when Maxwell quickly pressed his hand to her mouth.

"You'll wake the whole bloody hallway!" he managed to whisper. Fran arched an eyebrow at him, mischief twinkling in her warm brown eyes, and suddenly Maxwell felt something warm and wet curl into his palm. He yanked it back instinctually, spluttering a little as he wiped the hand on his shorts. "Did you just lick me?!"

"Serves you right!" Fran teased, still digging in her purse. She stuck her tongue out at him, and a jolt shot straight to his nether regions when he couldn't help but imagine that tongue being put to use on other parts of his body. He could feel his face flushing with heat as he cleared his throat.

"Miss Fine, have you lost your key?" he chided. Fran shot him a dark look.

"It's in my other purse...inside my room," she pouted, zipping her purse shut a little more forcefully than she intended.

"I'm certain the front desk is closed by now," Maxwell said with a squint at his wristwatch. "It's half past one in the morning. I have a copy in my room for just such an occasion." Fran snorted indelicately and not at all quietly, shooting him a little glare when he shushed her yet again.

"In case Gracie lost her key?"

"Miss Fine, this is the third room key you have misplaced today I got a spare for you, not Grace."

Fran rolled her eyes with a scoff but followed dutifully behind him as he walked down the hall toward his room. She watched him move, sneaking an appreciative glance at his butt while he walked ahead of her. Mmmm, what a tuchus! She sighed with frustration, knowing she could have gotten a closer look earlier had she not backed out of where their night was clearly headed. Ever since the subject of her tattoo had been brought up a few days before, Maxwell's interest in her body had escalated; she had caught him staring at her hungrily quite a few times when he thought she wasn't looking, and the thought filled her with a pleasure usually reserved for a cat licking cream off of its paws. Fran hadn't been able to convince Mr. Sheffield to make a move with emotional pleas, snarky comments, or stoking his jealousy with another man but leave it to a tattoo she had gotten on a whim to finally pique his desire enough to spur him into action. If only I hadn't backed out, she thought with more than a touch of regret. Her mind assured her that she had made the right move cancelling their innocent dip in the pool; it would be just as easy for Fran and Maxwell to splinter apart rather than finally coming together, and there was no way that Fran was going to let whatever passed for a relationship between them to come between her and the kids. Of this she was absolutely certain, but...How long can we stay paralyzed like this? How long can I be this pathetic mess, waiting around for him to notice me? The lightness in her step present since their wonderfully intimate dinner this evening began to melt away, turning into an all-too-familiar heartache. Fran cast her eyes down to the horrible hotel carpet, grateful that at least she could find solace in the dream fantasies that sleep would bring. Just got to get into my room first, she sighed with a hefty dose of chagrin.

Maxwell inserted the key card into his door, turning the handle and gently opening it when the beep sounded. He turned to say something to Fran when she suddenly crashed into his chest, an "oof!" escaping her lips. He caught her upper arms quickly, pulling her close to him before she could tip backwards.

"Steady," he whispered, painfully aware of the three inches that separated his face from hers. He swallowed hard, willing himself to be as still as possible in that moment, feeling the tension inside and out like a taut piano wire on the verge of snapping. He had to get control of the situation but with her full lips parted just so, her sweet breath tickling his face, he found it impossible to pull away.

Fran blinked slowly, long lashes feeling heavy as the air between them thickened once again. She nodded slightly, holding a steady gaze into Maxwell's blue eyes, and found it a little hard to breathe when his thumb started to brush the soft skin of her bicep in a lazy circle. Her mind grew a little fuzzy at his piercing stare, her breath catching in her throat and a warmth pooling low in her abdomen.

"Mister Sheffield?" she breathed, not exactly sure what she was asking. Her tongue darted out to wet her lips, which had suddenly gone dry in the humid air, and she barely had time to get out another word before Maxwell let out a frustrated groan and crushed his lips to hers. Fran answered the kiss with equal ferocity, wrapping her arms around his neck and shivering a little when his hands slid down her body to grip her hips. She threaded her fingers in the thick black hair at the nape of his neck, releasing a little moan into his mouth.

Maxwell took a step backward over the threshold to his room, only releasing his hold on Fran s body to push the door shut behind them. She spun them around, pinning him to the door and pressing the length of her body against his as their tongues continued to dance in a heated exchange. He broke away first, and a quiet gasp escaped her lips before she could stop it.

"Miss Fine," Maxwell choked out, his hands skimming up her sides to rest on her shoulders. She shivered at the light touch, tears beginning to sting her eyes as she anticipated his withdrawal. The room was cloaked in darkness, but she turned her head away from him to eliminate any chance that he would detect the hurt radiating from her eyes. Strong but gentle fingers curled underneath her chin, bringing her back to face him. He bent his head, resting his forehead against hers and sighing shakily, "Fran if we don't stop now, I won't be able to control myself."

She squeezed her eyes shut, willing this painful moment to end. He had finally dropped the formalities and uttered her given name, but though she had long anticipated it she never thought it would be during yet another denial of the passion they had between them. A tear slipped out from beneath her lashes, and the wet warmth ran down her flushed cheeks only to be brushed away by the pad of his thumb. A flash of anger shot through her at this gentle lover's touch, a familiarity that continued to draw her in after his repeated rejections of her love. How can he touch me like that and still not admit that he wants me?

Fran's eyes shot open again, and Maxwell felt another hot pulse in his groin when he caught the fire held in her brown orbs. "Then don't stop," she ground out. He felt a dam break deep within him, all hesitations dissipating instantly, and without wasting another second he captured her mouth in a heated kiss that made his intentions very clear. Their tongues battled yet again, and he slid both of his hands down to cup the curve of her ass before hoisting her off of her feet. Fran wrapped her legs tightly around his waist and they began to make their way down the short hall to Maxwell s bed, bodies fused together with the electric charge that they were generating.

0*0*0*0*0

A dull throb pulsed repeatedly deep in Maxwell's temples, eliciting a gravelly moan from his throat. He cracked an eye open and found himself face to face with a slumbering Fran; her countenance was as smooth and relaxed as still water, her shapely mouth parted slightly and tendrils of hair fanning across the pillows to tickle his skin. Hungover as he was, he remembered every second of their night together and couldn't find the panic or regret that he normally would have let hijack this peaceful moment. No, this this was a moment long in the making. How many times had he sat at his desk late at night, manuscripts laying untouched around him as his mind wandered to a shapely figure that often sat less than a foot away from his current spot? Many a night had been wasted tossing and turning in his expansive bed as Maxwell's mind kept conjuring images of his hands running up a pair of toned legs, his fingers hesitating for only a moment at the smooth skin he found just beneath the hem of a brightly colored miniskirt before delving into their warm depths

"Mmmm...Mister Sheffield," Fran murmured, voice husky with disuse. Her eyes fluttered open to see Maxwell's dark head bending over her, and she couldn't help but gasp a little with surprise when he shot her a rakish smile in return. He brushed his lips over the freckles on her collarbone, kissing each one in turn, before continuing his slow descent down her body. She reluctantly reached out and laid a hand on the warm skin of his shoulder, stilling him before he could continue his languorous assault on her body and her senses. "Max-"

He pulled himself up to meet her gaze. "I love how you say my name," he practically purred, reaching up to tangle his fingers in her hair. Fran intercepted his hand, sitting up and gently bringing it down to rest on the bedsheets, feeling a pang of regret as she saw his brow knit together in confusion. Damnit Frannie, she growled internally. Here you go, ruining a perfectly good moment with overthinking!

"Shouldn't we talk about what happened?" she asked with more than a touch of hesitation. He sat up a little straighter, giving her a perfectly unobstructed view of the muscled chest he hid beneath his polos and blazers. A pulse shot straight to her sex, making her want to slap herself when she remembered she could be running her fingers over his body right now rather than initiating uncomfortable morning-after talk.

"Miss Fine," he started, raking his fingers through his hair in frustration before catching a familiar flash of pain in her eyes. "Fran," he began again with a small smile, weaving his fingers between her own. "Don't tell me you're having regrets about our evening together." A hint of worry crept into his voice at the thought.

Fran licked her lips, stuttering a little. "W-well I mean, what about all the reasons we haven't done this before?" She untangled her fingers from his to wrap the bedsheet a little tighter around her chest, a move that she almost instantly regretted when she caught Max s eyes scanning her body hungrily. He arched a brow questioningly, and she fumbled internally trying to remember the aforementioned reasons.

"Do you? Regret this?" Maxwell asked tentatively, a little afraid at the answer. Coming this far, finally breaking all of his careful walls down only to be rejected...Maxwell didn't think of himself as a fragile person, but Fran had a long history of affecting him in ways he'd never before imagined.

She hesitated. "What about the children?" she asked, simultaneously relieved and crushed when hesitation flickered across his features. Congrats Frannie, you got his attention, her inner voice drawled sarcastically.

Max cleared his throat and opened his mouth to speak when a polite knock sounded at the door and startled them both. Max got up first, bending down to retrieve his shorts, and Fran felt heat flush her skin from head to toe as she took in the view. Again that TUCHUS! She blushed a deep crimson when he caught her staring, a grin lifting the corners of his mouth. He chuckled and headed to the door.

Fran sighed a little, caught up in the confusing swirl of emotions going through her head. Just last night she had held it together so that Gracie wouldn't have to be faced with the change she feared, only to let her down when she and Maxwell s desires had finally gotten the best of them. I'm so sorry honey, she whispered internally as she searched the floor around the bed for her clothing. The morning had dawned, and now she and Max had to face the repercussions of their passionate night.

"Fran," Max called from behind her. She turned to see him grinning ear to ear, holding a room service tray laden with breakfast pastries and two mugs of steaming tea. He smirked a little at the confusion on her face, setting the tray down on his nightstand and making his way to her side of the king bed. Max knelt in front of her, interrupting her search for her clothes and placing a piece of cardstock into her hands.

She arched an eyebrow at him, adjusting her bedsheet and scanning the card to see what had turned his mood. Beneath the resort letterhead, Fran immediately recognized Maggie's neat and loopy handwriting:

Hope you two had a good night. Going to the dining room for breakfast and then heading to the pool; we thought you might be hungry. Don't wait up!
Love, Maggie, B, & Gracie
P.S. about time! ;)

Fran looked up slowly, smiling when she caught Maxwell s eyes twinkling back at her. "I think the children will be just fine," he said, leaning forward and capturing her mouth in a heated kiss.