Max looks at her, "Well where was that?"

"The bathroom."

Max and Maria go to the first bathroom. Maria checks it out and there is no sign of Liz. They walk to the second bathroom and Maria pushes open the door and both her and Max immediately here sobbing, almost animal like. Maria runs in and Max tries to go in but Maria puts her hand on his chest, "Look I don't think that you should go in right now let me talk to her okay?"

Max shakes his head, and tries to come in anyway, but Maria stops him "Max no, besides it's a girls bathroom, so just stand guard okay?"

Max finally nods his head and Maria goes in and locks the door behind her.

"Liz?" "Come on Liz I know you're in here." Maria bends down and looks to see Liz's feet, and sees Liz pull them up quickly under the 4th stall. Maria walks down to it and then lays down and pushes her way under till she's just in looking up at Liz. "Do you want to talk about it?"

Liz shakes her head.

"I know you might not want to hear this, but Max came and found me and he's outside."

"Why?" Liz whispers so softly that Maria almost doesn't hear her.

"Well I guess because he feels bad."

"No I mean why would he tell me that he has to take a step back and then I see him with her like that? I thought he loved me."

"I do love you Liz."

Maria startled jerks forward hitting her neck against the door. "Damn it." She goes wiggles out back under the door and faces Max, "I thought I told you to stay out there?"

Max looks at her, "I couldn't."

"Well how did you get in here?"

Max just looks at her like she's lost it.

"Oh yeah Samantha Genie alien thing."

Maria looks at him and eyes him then turns to the bathroom door, "Liz do you want me to leave so you can talk to Max?" There's no answer. "Liz?" she says.

"Yes." Liz whispers again.

Maria looks at Max and whispers angrily to him, "I swear if you hurt her I will not be held responsible for my actions, me and Michael's relationship won't even come into consideration, don't hurt her again Max, I'm warning you." Maria goes out the door and Max locks it behind her after telling her to guard it.

He walks back to the stall, "Liz can we talk?"

"About what Max? You've made your feelings more then clear."

"I don't know what my feelings are, I feel so confused at times, I just don't know what's going on."

"Oh and Tess helps you with that does she?"

"Sometimes."

Liz is getting angry, "Well is that before or after she puts her tongue down your throat and sucks on your neck?"

Max blushes, "Look Liz can you come out so we can talk face to face?"

"I don't know if that's such a good idea Max, because every time you see me lately you end up hurting me, I mean sure you tell me that you don't want to..." Liz trails off.

"I can hear a but in there Liz."

She doesn't say anything. And then in a loud voice, "Why does everything have to be your way."

"Liz come out so we can talk."

"NO, you can't have everything your way, you want me to come out, well I'm not going to."

Max puts his hand on the door where the lock is and maneuvers it and then the door swings open. Liz looks at him.

"See you can't even do that, you have to have it your way or no way." Liz screams at him.

Max is startled at this, "Liz I only wanted to..."

"What you only wanted to talk to me face to face? You had to see the pain that you and your girlfriend caused me? Well, fine Max look at my tears, see how red my face is."

Max looks at Liz seeing all these things, "I broke up with Tess" is all he can think to say.

Liz looks at him dumbfounded, "Why?"

"Because of what she said about you."

"But I mean why? I thought I was the last person you cared about."

Max jerks back like she punched him. "How can you say that?"

Liz starts laughing "Because if you cared about me, really and truly cared about me, you wouldn't have started this whole we have to take a step back thing, you would have fought to be with me no matter what." She turns away from him crying.

"Liz I don't know what it was about Tess, but I just felt this pull to her, I had to see what it was like."

Liz looks at him through her tears, "And if I was kissing someone and you asked me why, and I told you I just felt that I had to, would that have been okay?"

"I would have wanted to kill you and him."

"So why should I accept that?"

Max looks towards the ground, "You shouldn't have to." He walks over to the mirror and looks at himself and sees the hickey on his neck and uses his powers to take it away, "Liz I know you don't want to have anything to do with me anymore but please know that I am sorry."

"Max you don't get it do you? I would be with you under any circumstances, no matter how dangerous it was, I would be willing to take a chance, but your such a coward that you won't even try, you want everything to be your way and that's it. You're worse then Michael, at least he got over it, and can admit that he wants Maria, but not Max." She walks over to him and stands in front of him. "No Max has to try to save everyone, he has to let himself suffer instead of being happy." She looks at him and he meets her eyes "Do you know that sometimes I wish you had let the bullet kill me, I mean why should you have saved me to live a life that isn't happy for me, did you ever care about me you bast..." Liz goes to slap him as she says this, and Max grabs her hands, the look in his eyes is one of passion, and anger, anger that Liz would think that he didn't care about her, anger that she wishes he didn't save her.

"Liz I love you, I've always loved you, that's why I didn't let you die, how can you say that how can you think I don't care about you?"

"I know you love me and I love you to Max, but I said it because you would rather kiss Tess then me."

"There is no one that I want to kiss more then you Liz." He let's go of her hands. "Liz I'm willing to do whatever I can to make it up to you, because I want us to work, I was just to stupid to say it till know, but I will do whatever it takes to make it work."

"I'd have to think about it Max, besides actions speak louder then words."

"Then I'll show you Liz." He runs his thumb under her eyes drying her tears and puts his hand on her heart, "I'm going to do whatever it takes to heal the hurt I put here Liz." He then kisses her on the cheek and walks to the door, he looks back one last time and smiles at her and walks out the door.