He clenched and un-clenched his right hand, his drawing hand, trying to curve the itching sensation in his palm. It was a familiar itch, one that usually indicated that if he didn't draw soon, he would lose his mind. Drawing was his only true release. When the real world got to be too much or when his head was so muddled that he couldn't think straight, he'd draw and almost instantly he would get lost in it and things would get better.

His head was extremely muddled at that moment and it had been since last night. Since he left Maria. What had happened there? One minute he was bantering with her, doing his best to piss her off, and the next, he touched her and...what? Something had happened, he was sure of that, but he didn't know how to explain it. He had felt...a connection, like a jolt of electricity and it had scared him. He had felt feelings for Maria in that brief instant and he couldn't understand why. The only person he had ever had feelings for was Liz.

When the bell rang, he ran his hand through his spikey hair and bolted from the classroom. He weaved through the swarms of people in the hallway and made his way towards the art wing.

"Hey Michael!" He heard someone call behind him.

He whipped his head back in search of the owner of the voice, only to discover that it was another Michael being called. He turned to keep walking when he ran into someone. "Man, I'm sorry," he said when he saw the person fall on the ground. He looked down to see that it was Maria and he sucked in a deep breath. He had been trying to avoid her. Cautiously, he extended his hand to her.

She took his hand, letting him help her up, and then looked into his eyes. For the briefest moment, he saw the corners of her lips turn up, but then she looked over at her friend, the leggy head cheerleader who was staring at him as if her were a squashed bug, and that near smile was replaced by a glare. "Watch where you're going next time, loser," she yelled, rolling her eyes and turning her nose up. He read that signal loud and clear; he was good enough to talk to in private but not in front of the popular crowd.

Just to let her know that she had no affect on him, he grinned and said, "No problem, princess."

She narrowed her eyes at him but he swore he saw hurt lying underneath that hostility. He couldn't understand why. She was the one who insulted him first. He gave her one last sarcastic smile and then walked away. It was way obvious that nothing had happened last night, that it had been his imagination.

Suddenly, he didn't need to draw that bad.

*Maybe I'll go find Liz,* he thought.

*****

"You gonna leave or are you gonna stay here all day and stare at the desk?" Johnny Williams asked Max as he left the classroom.

Max's head jolted up and he realized that the classroom was practically empty and Liz was gone. He couldn't believe it. He had been so consumed with his plans for asking Liz out that he hadn't even heard the bell ring.

He jumped up from his seat and ran to the hallway, in search of Liz. He had spent the better part of the class staring at a strand of her silky hair that had been draped over her arm as she took notes and it was all he could do not to reach out and touch it. He couldn't stand it anymore. He had to find her now.

*****

Liz slowly walked out to the field. During the small amount of time she had not spent thinking about Max Evans during Biology, she had thought about the whole cheerleading thing. She was very unsure about the true intentions of Maria and Isabel. It was all a little too much for her. She knew how these things worked. The beautiful people didn't give the time of day to someone like her. It's the way it had always been, so naturally, she was very hesitant.

Maria and Isabel were waiting for her when she reached the field. They both greeted her with huge smiles and suggested that they warm up first. After ten minutes of stretching, Maria suggested that they try the dance they planned to do at the state competition.

Maria walked over and pushed play on the compact disc player and Liz stood back and watched the girls ran through the routine, recording their every move. Five minutes later, when they were done, they suggested that she try it.

"I'll stand back and watch while you and Maria go through the first five eight counts. Don't worry if you don't get it right away," Isabel said. "Eventually you will."

Liz nodded and stood like Maria, with her feet together and her head down. Isabel pushed play on the c.d. player.

A fast paced, bass-filled song began to play and Maria began to do the countdown. "5-6-7-8 and go!"

Liz's head shot up and she ran over the steps in her mind as her Isabel said them aloud.

"1-2-3 and 4 steps up, swivel your hips, swivel your hips, hop hop, feet apart, feet together, clap-clap, arms up, toe touch, turn to the side, arch back, roll up, hitch-kick, and shake it to the left, clap-clap, and shake it to the right, clap-clap, torso forward, arms low-V, and bend that knee, kick-ball-change, front kick, feet together, back handspring, turn forward, high-V, elbows in, low-V, feet-in feet-out, feet-in feet-out, arms out, double piourette, turn around, punch left, punch right, turn around, punch left, punch right, wrap arms around chest and swivel, swivel, curl in and spread arms and legs. WOW! You got that whole thing!"

Liz smiled. She knew she nailed it.

"Maria," Isabel said, her eyes wide. "Did you see that?"

Maria nodded, enthusiastically. "Yeah, I saw it. She is better than most of the girls on the squad and they've been doing this routine for two months now!"

"I'm ready to go on with the rest," Liz said.

"Do you need us to go over it with you?" Maria asked, wiping the back of her neck with a towel.

Liz shook her head. "Nah, I know it."

Isabel and Maria exchanged incredulous glances and Isabel started the music. "Do you mind if we join you then?" Isabel asked.

"No," Liz said, smiling.

The girls got into position and Isabel began the count-down.

"5-6-7-8 and 1-2-3 and 4 steps up, swivel your hips...."

*****

Michael stood back on the side of the gym, watching Liz go through routines with the cheerleaders on the field. He couldn't believe it. Why would Liz be going through cheerleading routines with those girls? She wasn't on the squad and she certainly wasn't the cheerleader type.

First off she was poor and second, she was too sweet. He could never imagine Liz being as rude to anybody as someone like Maria. This had to be a mistake.

Ten minutes before the end of lunch, he saw Liz and the two girls make their way towards the gym. He sprung into action and walked over to them.

"Hey Michael," Liz called, a gay smile on her face.

"Hey Liz," he answered. He stole a quick look over at Maria and saw that she was pretending that she didn't even see him. *That's good,* he told himself, trying to squelch the disappointment he felt inside. "Uh Liz? Could I talk to you for a second?"

Liz nodded and turned to the girls. "Thanks guys, that was fun!"

Isabel and Maria smiled brightly and Isabel said, "Remember, two-thirty in the quad."

"I wont forget," she promised. "Bye!"

She skipped over to Michael and gave him a big hug. He returned the hug, noticing that Maria had turned to look at him. He didn't know what possessed him, but he lengthened the embrace, trying to see if it made Maria jealous. He had to see if what he had felt last night had been true or if it had been his imagination. It was still bothering him. The sight of Maria narrowing her eyes and walking away in a huff was all he needed. He wasn't crazy.

*****

Max stood in the shadows at the other side of the gym, his heart sinking.

That hug between Liz and her friend Michael had wavered his convictions that they were only friends. He'd seen how Michael had rubbed his palms over her back and continued to embrace her for several moments.

He wondered if he should just give up? He watched as they pulled apart and couldn't help but smile as he saw here jump in excitement at whatever she was telling Michael. She looked adorable when she was excited. He had never seen her smile so wide.

"No, I'm not giving up," he said softly. "I need her too much."

*****

When Maria was gone, Michael pulled back and looked Liz square in the face. "So," he began, "What was all that about?"

"I'm a cheerleader!" she said happily, bouncing a little.

"What?" he asked, not being able to hide the shock from his voice.

"I'm-a-cheer-leader," she said slowly.

He rolled his eyes and said, "I'm not dumb, I heard you the first time. WHY are you a cheerleader? That's what I want to know."

She brightened. "They asked me to join. They said they saw me doing flips the other night and that they needed me on the squad. So I'm a cheerleader."

Michael's brow furrowed. "You're kidding right? Not to be mean but why would they want you? You're not exactly the rich-bitch cheerleader type."

Liz's smile dissolved and turned down into a frown. He could hear the hurt in her voice when she spoke and he instantly regretted what he had said. "Did it ever occur to you that maybe they think I'm really good? I may not be rich or popular but I'm good and they see that. I thought you'd be supportive." Tears formed in her eyes and he moved to take her in his arms but she pushed him away.

"But Liz, that's not..."

"Please don't Michael," she said softly, holding her palms up in front of her. She let out a sob and ran away.

*************************************

Liz sat under the bleachers and rubbed at her eyes. She felt stupid crying, but she had been so excited about doing something she loved and getting recognized for it. And then when she had wanted to share it with Michael, he had shot her and the idea down. She too had been surprised to realize that Isabel and Maria had been serious about her being a part of the squad. She knew she wasn't from the right side of the tracks, but to hear it from Michael had hurt.

A pair of sneakers came into her view as she was looking down at the dirt in front of her own sneakers. Liz knew those sneakers. She sighed, knowing Max had already seen her looking pathetic, and then raised her eyes to his.

God she was beautiful! Max thought as the impact of her huge, dark brown eyes looking up at him so sadly hit him in the gut with a powerful emotion. He hated seeing that sadness when just a few minutes ago she had been so happy and excited about something. Had she had a fight with her boyfriend? Was Michael her boyfriend? Probably Max, get a life, she's gorgeous and sweet and doesn't even know it. Of course someone would have taken her by now.

The only thing that had kept Max from just turning away a few mintues ago when he had seen her in her boyfriends arms was the fact that he had felt that connection to Liz the other day and knew she had felt it too. He had seen the surprised look on her face, and then the moment of realization, when her eyes had gone soft and had looked at him with such wanting.

He realized he was staring down at Liz, who was starting to feel uncomfortable under his silent stare. He shook himself and smiled a small smile as he pulled a clean tissue out of his leather jacket pocket. "I...ah...these seem to be coming in handy lately." he said as he handed her the tissue.

Liz laughed low in her throat, her voice raspy with her tears, and Max's gut churned once again. He felt his body start to harden and swore to himself. Great Max! Here you are trying to help a girl in distress and instead you get all horny just looking at her. If she notices she'll probably run screaming that every jock she sees just wants to jump her.

Max shoved his books in front of him and cleared his throat. "You okay, Liz?" he asked really wanting to know.

Liz nodded as she blew her nose. Max smiled at how unreserved Liz was. How natural she was. No other girl he knew would feel comfortable blowing her nose in front of him. They would daintily wipe their eyes and flash him sappy looks. But Liz was honest and didn't play games.

"I ah...wanted to ask you something after biology but you were gone before I realized it." Max started.

Liz met his eyes again and waited. She had no idea what he could have wanted to ask her.

Max swallowed and just got it out. "I wanted to know if you wanted to go with me to the dance Saturday night?" he said quickly.

At first Liz just starred, and then she finally blinked her eyes as she actually took in Max's words. Was he joking? No. If it had been any other guy she would have thought he was teasing her and making fun of her, but not Max. Max wasn't like that.

"Me? Why?" Liz couldn't help but ask.

Max smiled down at her surprised look and then knelt down so they were more eye level.

"Because you're the only one I want to go with. And I'm tired of worrying what everyone might say because we are from different...different sides of the track so to speak." Max said honestly, and with a smile in his eyes and voice.

Liz was stunned. Could Max Evans really be saying this to her? She had dreamed of him saying something like this, but it had only been in her wildest dreams!

Yet there he was, in the flesh, waiting for her answer. He had taken the chance in asking her out. Taken the chance of rejection.

Liz licked her lips and started to speak.

Max interrupted her. He was afraid her answer would be no. "It doesn't even have to be the dance? I just...want to be with you. If you won't feel comfortable at the dance we can go anywhere...I mean, like a movie and dinner or something." he stumbled and cursed himself silently. He was sounding like a tongue tied fool.

"I mean, I want to take you to the dance. Have you on my arm, it's not that, it's just, if you would feel more comfortable somewhere else... I...I just want to be with you. Get to know you better Liz." he admitted. There, he had gotten it all out. He had told her straight how he felt, and now it was up to her.

Liz smiled. She'd never pictured the gorgeous, confident, yet quiet Max Evans stumble before. And all because he was nervous about her answer.

Liz nodded. "Yes. I'd love to go out with you." she couldn't help but say. How could she turn him down. She had dreamed of something like this all her life, and now, to actually have it happen. He wanted to be with her!

"You would? I mean, great! That's great. Do you want to go to the dance?" he asked.

Liz lifted her chin and nodded. If he wanted to take her, and was not ashamed of being seen with her, she would go and ignore all the looks of hatred and loathing from the other richies in his crowd. She too, just wanted to be with Max.

"Great. I'll...I'll pick you up at 6 on Saturday and we'll go to dinner first okay?" he smiled not really believing that Liz would say yes but was so glad she had.

"Okay. I'd like that." Liz cleared her throat, and started to get up.

Max reached a hand out to help her up and when he touched her hand it happened again. The connection was strong. Max got a vision of Liz when she was little, standing out in the rain in front of her trailer while she could hear her mother inside with a man. No wonder she stayed to herself. Max thought.

Then he helped Liz up and released her hand quickly. Liz was looking at him strangely as well, and he wondered if she had seen something from his past.

"Okay. Well, I'll see you around." Max said and started away, feeling excited that Liz had said yes.

Liz nodded and watched as he turned away, but then he suddenly turned back around to her again.

"Can I... Can I drive you home from school today?" he asked? A vision of her as a little girl came to him again and he changed his mind. "Or rather, can I take you to the Crashdown for a soda after school?" he smiled sheepishly.

Liz was again shocked, but could only nod. Max was going to think something was wrong with her if she kept staring dumbfoundedly everytime he asked her something, but she couldn't help her surprise. Too many things were happening today that were different.

"Okay. I'll meet you at your locker." Max smiled and with that he walked away with his hands in his leather jacket pockets.

Liz watched him go and sighed. She loved just looking at him. Max Evans had actually asked her, Liz Parker, the town nobody, out on a date! On two dates actually, if you counted today.

Then Liz came out of her daze, and remembered Michael. She bit her lip. What had she done! Sure Michael and her had no secrets, and he knew of her long standing crush on Max Evans, he even teased her about it. And she'd seen Michael's eye wander over to the cheerleader Maria Deluca before, but both of them had felt sure that those would only be dreams.

She wasn't sure how she and Michael had become a 'thing'. They'd just hung out together as friends forever, Michael Alex and herself, and then one day, Michael had put his arm around her in more than a brotherly way, and they had both just gone for it. The hugging, and the companionship were the biggest thing to Liz. She loved having someone she could talk to and who would hold her and be there for her. But the feelings she had for Max were so different. So strong. They made her realize that what she and Michael had was just a really special friendship, and that they both deserved more in a relationship. She wanted Michael to find that zing that she had found with Max.

She had to find Michael and tell him about this afternoon and Saturday night. She knew she had no choice but to go out with Max Evans. Something about him drew her to him like an unknown force. She wondered if she should tell Michael that Max had some secret power over her that even his powers couldn't do. But she knew she wouldn't tease him about his powers. He still go frustrated when he couldn't always control them the way he wanted to.

Alex had told him it was because he got too emotional. And Michael knew that was part of the problem, but it still bothered him. So she wouldn't tease Michael about Max having some kind of power over her, although she was starting to think he really did.

Liz caught up with Michael at his locker and smiled at him hesitantly. "Hey." she said when he closed his locker and saw her.

"Hey. Look Liz about earlier, I didn't mean you weren't good enough for the cheerleaders, I meant that you were too good for them. They can be so harsh and cruel. I just don't want to see you get into that. They could crush you." Michael explained.

Liz nodded and her eyes softened, she understood that Michael was just watching out for her. Like he always had. Like an older brother.

Liz tried to think how to tell Michael about Max, but all of a sudden she saw Michael's eyes narrow in on something or someone over her shoulder, and she glanced around to see Maria Deluca and some of the other girls walking in their direction.

When Michael suddenly pulled her into his arms and started rubbing her back, Liz looked at him with a question in her eyes, but then noticed that Michael was secretly watching Maria and trying to see what her reaction was.

Liz lowered her head and under her eyelashes she too looked at Maria. The frown she saw on Maria's face, and the spark of pain that she shot at Michael before she continued on her way, made Liz laugh.

It was going to be okay. Michael had been trying to make Maria jealous! Michael too felt something more for Maria.

Michael released Liz and looked embarassed. He knew she had caught him eyeing the cheerleader, and she probably figured out he had tried to make Maria jealous. He felt uncomfortable. He and Liz were going out kinda. So why was Liz laughing instead of wanting to rip his head off. He knew she had the right. But then, he knew that that was not Liz.

"What's so funny?" Michael asked, figuring that would be the safest thing to ask.

"You and Maria. I know you've had an eye for her, but now I can see it's returned. Michael I think you actually got through to Maria Deluca, the tough untouchable girl who didn't let any man get to her. I heard her boyfriend got in a car accident while ah.. making out with another cheerleader. She doesn't look crushed. Maria doesn't let guys get to her. But you my friend...she was defintely jealous just now!" Liz laughed again.

"Shh..." Michael said in embarasment, afraid that someone would hear what Liz was saying. "So you're not upset? That I tried to make her jealous with you just now?" he asked with a small sheepish grin.

Liz smiled wider and shook her head. "No. As a matter of fact Michael...I think you should try to persue Maria. I've never seen her show any emotion like that before, so I think there's hope."

Michael dismissed her comment with a wave of his hand. "Yeah right. Like anyone from her class of people would go out with one of our kind."

"Well, actually it has happened." Liz said with some worry still, but she also couldn't keep the excitement out of her eyes.

"Liz Parker, you look like you swallowed a lightbulb. What's up?" Michael couldn't help but smile with her. Her smiles were always contageous.

"Well... you'll never guess who actually noticed me, little miss from the wrong side of the tracks?"

Michael looked surprised and then when he saw her barely contained excitement and happiness, he knew. "Max Evans. It's about time that jock noticed you! I was beginning to wonder if something was wrong with him. He's hardly ever seen with a girl on his arm. And when he does have one, he couldn't care less about her, you can tell. But you're sure he noticed you huh?" Michael smiled, surprised just how happy he was for Liz.

Liz nodded. "He asked me out to the dance on Saturday night Michael! Can you believe that! And he also asked me to go with him to the Crashdown after school today!" she was practically jumping up and down.

Michael watched her in amusement. Liz deserved all the happiness she could get. He just didn't know if he trusted Max Evans not to hurt her. Yeah he could believe Max Evans was definitely interested in Liz. Liz was a special girl. But would it last? He would get a lot of pressure from his own peers about dating someone like Liz and Michael wondered if Max would cave in eventually and push Liz away. He frowned.

"Michael...I'm sorry. I don't have to go if you don't want me to." Liz said, her stomach dropping as she saw the frown on Michael's face. She didn't want to hurt him.

Michael looked surprised at Liz's comment then realized he was frowning. He grinnned at Liz and then gave her a quick hug. "You better have said yes to him Parker. You've been crazy about him forever. This is not an opportunity you should pass up." he teased her.

Liz searched his eyes for any sign that he was hiding his true feelings. Michael met her eyes with smiling ones. "I'm happy for you Liz. Honest. But if he makes you unhappy I'll kill him." Michael warned and Liz laughed.

Then they both looked at each other with serious expressions. "I don't want to lose our special friendship Michael." Liz said with worry in her eyes and voice.

Michael shook his head. "It'll never happen. I'll always be there for you Liz. I think what I'm going to miss the most about us is all the time we spent together. You're undivided attention, and snuggling with you." Michael admitted.

Liz nodded. "I'm always here for you too Michael. You...You're like the brother I never had. And you are my best friend." she said honestly, and held his hand.

Michael looked down at their entwined hands and realized that neither of them felt the spark that he had felt with Maria. And if Liz could someday feel that with someone, then she should. She deserved someone who would worship her and love her with all his heart. And he hoped to God that Max Evans was the one. For if he hurt Liz, Michael would kill him.

******************************** The next couple days passed by quickly. At first when Isabel and Maria had introduced her to the rest of the squad they were a little apprehensive, but when Isabel had her show them her backflips, and one handed cart wheels the girls had started to come around.

Thursday night after practice Isabel and Maria were walking with her to Maria's car. They had been giving her rides home all week and at first Liz had been nervous about them seeing where she lived, but they didn't say anything rude at all. Tomorrow was the first game that Liz was going to cheer for, and then on Saturday was the dance. She couldn't wait. She still wasn't sure what she was going to wear but she knew that her mother had to have something decent.

Maria is throwing her pom-poms in the trunk, and Isabel is sitting on the curb taking her shoes off. Maria continues to stare at her until she finally looks up. "Oh yeah!" She trots over to the trunk of Maria's car and with a flourish both girls hold up a piece of a Cheerleading uniform. Liz looks at it and smiles, "Is that mine?" Isabel and Maria smile excitedly, "Yeah we ordered it and it came in yesterday." Maria says. "You have to wear it tomorrow because it's game day." Isabel says. Liz smiles, "Cool." "Yeah it is." Maria says. Liz gets the outfit and is sitting on the ground looking at it, her fingers are trailing amongst the raised letters that stand for Roswell High School.

Isabel sits next to her, "So I hear your going to the dance with my brother?" Liz blushes and smiles, "Yeah he asked me Monday. Now all I have to do is find something to wear." "You don't have a dress?" Maria asks, and then shuts her mouth quickly when Isabel glares at her. Liz shakes her head, "No, but I'm sure that my Mom has a blouse that I can wear with my black skirt." Maria shakes her head, "No No No, you can't wear a skirt to the dance, you need to wear a dress, Isabel and I have tons of them and I'm sure that between the both of us we have something that you will like." Then she realizes how snobby that sounds. "I'm sorry." Liz shrugs, "For what? Having money? Don't be sorry, be glad."

Isabel continues to look at her, "You know your pretty cool Parker." "Thanks Isabel." "Yes, which is why I propose a plan." Maria smiles excitedly just knowing what Isabel is going to say. Both Maria and Isabel say at the same time, "MAKEOVER!" Liz looks nervous, "I don't know about that." "Come on, were not going to do anything drastic, just a little makeup and some other things, please!!!" Maria begs. Liz smiles, "Okay." Both girls stand up and then pull Liz to her feet, "Okay first things do you think that your Mom and dad will let you spend the night at my house?" Isabel asks. "My dad is dead, and I don't think my Mom will mind." Liz tells them. Both girls look uncomfortable at what Liz said. "Well let's go to your house and pick up what you'll need for tomorrow and then get going." Maria says.

They drive to Liz's house and they all get out, but Liz asks them to wait outside, as she's walking up to her trailer Alex and Michael come around from where the basketball hoop is set up. "Hey Liz, what's up?" Alex asks. "Oh, I'm going to spend the night at Isabel's I'll talk to you later okay?" She hurries into the house. Michael shakes his head and continues walking and then stops when he sees Maria standing by her car talking to Isabel. He walks up to them and Alex follows behind him.

"Ahh so you've decided to take a walk on the wild side huh DeLuca?" Maria rolls her eyes at him, "What are you talking about?" "You know driving to this side of town, aren't you afraid someone is going to strip your car?" Maria gives him an innocent look, "Is that how your making your money these days?" Michael glares at her, and Alex is laughing so hard his sides hurt. Michael looks at him, "That's Alex." Alex composes himself and puts out a hand to Maria, "Hey." Maria shakes his hand, "Hello, I'm Maria." Alex offers his hand to Isabel, "I'm Isabel." "I know." Alex says. Isabel looks at him shocked that he knows her and shakes his hand. Immediately she feels the connection both her and Alex gasp and Isabel pulls her hand away quickly. Alex continues to look at her and Isabel just looks at the ground. "So you guys going to the game tomorrow?" Maria asks. "Of course, were going so we can cheer Liz on." Alex nods his head.

Maria nods her head, "What about the dance, I mean Liz is going with Max, so where does that leave you?" She looks pointedly at Michael. Michael shrugs, "Well we always usually go as a group, but I don't know if were going to this time." "NO GO!" Maria says before she can stop herself. Michael raises an eyebrow and looks at her, "Why would I want to do that? It's not like anyone's going to dance with me. Are they?" He asks her. Maria blushes and then nods her head, "Their might be someone that will want to. They would be stupid not to." Michael nods, "Well maybe I'll go then." Maria nods her head to, "Do what you want, I don't care." She says playing her role again. Michael gives her a lopsided grin, "I usually do what I want anyway. But thanks for the permission." Maria smiles in spite of herself and then looks away. "Well it's been real ladies, but I have to get home." Michael and Alex start walking away and then Michael turns back, "Hey DeLuca!" "Yeah?" "If what I heard is true, your boyfriend has to be the dumbest guy on this planet." Maria smiles, "He's my ex-boyfriend now." Michael smiles, "That's good to know." He turns around with a smile on his face.

Isabel is looking at her. "What?" Maria asks. "Were you two flirting?" "Umm well I..." She's cut off by Isabel, "Because you could do a whole lot worse then him, he's cute." Maria looks at Isabel to see if she's being sarcastic and sees that Isabel is serious. "I don't know what it is Isabel, but he touched my hand the other night and I felt this spark between us." Isabel nods and smiles, and rubs her hand she felt the same spark with Alex, but she doesn't know what to make of it. Just then Liz comes out carrying a bag with her stuff in it. "You ready?" Maria asks. Liz nods.

***********************************

That night Isabel, Maria, and Liz horde up in her room. They have Liz take a shower and then when she gets dressed they attack her, Isabel starts tweezing her eyebrows. Maria gives her lotion to put on her skin. Then comes the manicure, and the pedicure. Then she picks what color she wants and she finally settles on a silvery pink. Finally when that is done they tell her that they will do her makeup in the morning.

They fall asleep after talking for hours about boys and all kinds of girl stuff. Liz actually feels normal, and she falls asleep quite happy. The next morning Isabel's alarm goes off early and the girls start getting ready. Isabel and Maria are walking around in their underwear getting ready and Liz is surprised, for years she's hung out with Michael and Alex, so she's never had real friends that are girls. She's embarrassed at first till Maria tells her. "Look you can't put your clothes on till after you've done your make-up, or then it will get on the clothes and stain them. Besides were all girls and there is nothing here that all of us don't have."

Liz nods, and then takes her nightshirt off and puts her bra on. Isabel and Maria finish their makeup pretty quickly and then help Liz with hers. Her skin is great, and all she needs is some eyeshadow, blusher, mascara, and lipstick. Liz wants to look in the mirror but they won't let her. They out her hair in a high ponytail and then curl her hair and let her get her Cheerleading uniform on, and finally they let her look in the mirror.

Liz is amazed at the change, she can't believe what a little makeup has done. She smiles. "Thanks you guys." Isabel smiles broadly at her, "Your welcome, but you have one last test to make sure that it's really good." "And what's that?" Liz asks. Isabel looks at Maria, "You know I can't seem to find my other tennis shoe, I think it might be in Max's room." Liz looks at her startled, "I can't go to your brother." "Why not? Surprise him, he didn't even get home till late last night, so he doesn't even know your here, just go see." Isabel and Maria start pushing her to the door and Liz looks scared. "But what if he doesn't like it?" Maria laughs and so does Isabel. "If my brother doesn't like what he sees, I will strip all my clothes off at the game and run around screaming that I'm a nympho. Trust me he'll like it." Liz a little scared still but she squares her shoulder and walks out of the room and Isabel points to the door next to hers and then shuts the door, Liz hears them giggling in her room but she knows it's not mean.

Liz knocks on Max's door and a couple seconds go by before Max opens it, both of them can only stare at each other.

Max thinks he's dreaming, he can't believe that Liz is in his house, let alone standing in front of his bedroom. He continues to look at her and doesn't realize that his mouth is hanging open.

Liz continues to look at him, her gaze wanders as she realizes that he doesn't' have a shirt on, and all he's wearing is his boxers. Liz blushes as she finally looks at him. When she looks back at Max she almost falls over, because it's obvious from the look in his eyes that he likes what he sees. For a minute she almost thinks that he's going to kiss her. But then he shakes his head and steps behind his door.

When she looked in his eyes Max realized that he couldn't hide his desire for her, and the way her mouth was open he just wanted to pull her into his arms and kiss her senseless. And then after that thought he felt his body harden for her. He moved behind the door because with just his boxers on she would have definitely seen it, and he didn't want to scare her. Then he spoke.

"What are you doing here Liz?" "Oh umm your sister and Maria...well I spent the night, because well today is the first day I cheer so...." She trails off realizing she's babbling, then remembers what she came to his room for in the first place. "Oh yeah Isabel can't find her sneaker she want's to know if you've seen it?" Max shakes his head, "Sorry I haven't." "Oh well, I'll go tell her." She starts to walk off. "Liz!" She turns around, "Yes Max?" "You look really pretty." Liz smiles, "Thank you." Max just nods his head, and watches as she goes back to Isabel's room and shuts the door, then he shuts his and leans against it. *Thank God I didn't know she was in there all night* he thinks, *If I had I don't think I would have gotten any sleep.*

A half hour goes by and Max comes out of his room, he's wearing his blue jeans, and his jersey, number 5, he's carrying his lettermen jacket. When he goes into the kitchen he sees that all the girls are in there, he smiles at Liz and she smiles back. They all eat some cereal and chat about the game and stuff, then it's time to go to school. As they go outside Isabel looks at Liz, Isabel has Kyle's lettermen jacket and she's wearing it, then she looks at Max's. "Hey Liz, it's a bit chilly, do you need to go by your house and pick up a jacket?" Liz notices the goosebumps on her arms, but she would rather get frostbite then have Max see where she lives, "No I'll be fine."

Max looks at her and comes up to her, he helps her put his jacket on, "Here you can where mine, I'm not cold." Liz smiles up at him, "Are you sure?" He looks into her eyes, "Yeah." "Thanks." "It's no problem." Out of the corner of his eye he sees Maria and Isabel discussing something. Finally Isabel looks at him, "Max, Maria needs to go by her house, can you take Liz to school?" Max tries to not show how happy he is, "Sure." "Okay well see you there." Isabel says, and they take off.

Liz gets into Max's jeep and they head off to school making small talk. Liz sits there just kind of breathing in the scent of Max's jacket, it smells like leather and cologne, and just like Max. Max sees her smiling and that makes him happy, he likes Liz and he wants her to be happy and care free, from what he could see of her when they made a connection, there isn't to much of that in her life. They finally get to school and they start walking into the quad, some of the cheerleaders stop Liz to tell her how nice she looks, and Max stands by her, he doesn't even realize when he put his arm around her shoulder, it just feels so natural it's like he's always been doing it. There's one person that isn't happy though, Kyle sees how Max and Liz are together, and he's mad. He doesn't know what Max did to turn that slut around but he's going to find out. He's going to have Liz sooner or later, and she's going to regret the day she turned him down.