Alex raised an eyebrow. "AND Michael." He added.

Liz was surprised, but then accepted it.

"They both made me promise not to leave you alone tonight. But I think they already knew I was coming here anyways." Alex said and got up from the chair. "And now, I suppose we're heading to Max's." Alex smiled.

Liz sighed with worry and nodded. "You coming?" she asked.

"Of course. I had specific orders from Isabel that came from Max, that if, or rather when you came over in the middle of the night to see him, that you NOT walk the streets alone." Alex replied, amusement in his voice. He was finding this whole connection/ bonding/ friendship thing amusing too.

Liz nodded and let Alex walk with her to Max's.

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

Before Liz could knock on Max"s window, he opened it and helped pull Liz in. He nodded to Alex who gave him a salute.

Then Alex wandered off to wait for Liz to need a walk back home. He knew Isabel would be waiting for him by the back door, and headed that way.

Max held Liz in his arms and felt her shaking. He put his large comforting hand on her neck, and then ran his hand down her hair and hugged her tighter. They both needed the comfort.

Finally Liz stepped back and sat with Max on the bed. "Oh God Max, what happened?" she whispered. They did not want to wake Max's parents.

"I got a call earlier." He started. "A voice said if I didn't want to see you hurt, I was to meet him at the old soap factory, alone."

Liz looked into Max's eyes with fear and then held his hands. "What happened then?"

Max shook his head. "I was on my way to the old soap factory, when I heard a scream coming from Vickie's house. I pulled over and ran to the back where the scream seemed to come from, and then the next thing I knew Kyle grabbed me and tackled me to the ground." Max sighed in frustration.

He kissed Liz's hands that were wrapped around his, and then released them and got up to pace.

"I don't think Valenti has anything on me other than that I was there, but then so was Kyle. But Kyle states he was going to visit Vicki, which makes sense." Max tried to sort out.

Liz bit her lip. If Max was rambling, then he really was worried, and so was she. "But you told Valenti that you heard the scream right? So what did he say?"

"That's just it. He kinda just looked at me with his reptilian eyes, like he was gonna find something more to make sure I was blamed."

"But there isn't anything else! So he won't be able to prove anything. What about Vicki? Did she see who it was?” Liz asked, watching Max pace.

"If she did, she's the only one who knows, and she's in a coma according to Valenti. He said he was on his way to the hospital after he let me go, to get more information and do more investigating."

"So he will find out that you didn’t do it. That you weren't in the house, and there will be nothing to connect you to this other than that you were outside the house." Liz said hopefully.

Max stopped pacing and sighing, he sat back down next to Liz again. "Yeah, that's what I'm hoping. But you know Valenti, he's determined to get me somehow."

Liz knew that even the short time Max had been in Valenti's custody, it had really scared him. And knowing how relentless the Sheriff was about proving Max was an alien; Liz could imagine how he must have made Max feel.

Liz scooted closer to Max and snuggled into him. She needed to comfort him as much as she needed his comfort.

Max did need Liz. He was scared. He'd never been so scared before. He knew that the sheriff was just looking for any reason to get him and interrogate him. This would be too good an opportunity to miss.

He held Liz in his arms for a second, and then realized that it wasn't close enough, and lifted her onto his lap. He breathed deeply of Liz, snuggled tight against his chest, and closed his eyes, just enjoying the feel of Liz this close.

Liz too, was just absorbing the feel of Max all around her. She concentrated on his heartbeat, his warm, strong arms wrapped around her, and the rise and fall of his chest, as he let the tension of all night, slowly release from his body.

But the calm didn't last long"

"Max! Maxmellian!"

Max turned toward the window with Liz still in his arms. He saw Michael peak in, and seeing them; he climbed in the window, and then reached outside the window again, to pull Maria in.

Max shifted Liz back on the bed and stood up.

"Michael?" Max frowned. He had a bad feeling, and the wild look in Michael's eyes confirmed it. Michael looked like a wild animal when it was cornered.

"Where's Isabel? We need to get Isabel.” Michael said.

The door to the bedroom opened and Isabel and Alex slipped in. "We saw Michael crawling into your window and knew something must be up." Isabel said, her own look turning worried. She too felt something was really wrong.

"Michael, what?" Max asked.

Maria came over and sat next to Liz. She took her hand and squeezed it. Liz's own fear escalated at the look in Maria's eyes, and she saw Isabel reach for Alex's hand, as he put his arm around her.

"Maria and I followed Valenti to the hospital. We wanted to know what he could find out. Either from Vicki if she was awake, or see what Kyle told him. When we got there, Vicki was still unconscious, but the doctors wanted to show Valenti something odd. Max Vicki had a silver hand print!"

Michael rushed all this out, pacing and raking a hand through his hair.

"WHAT?!" Max and Isabel said at the same time.

"Oh my God. Is someone trying to set you up, Max? Only two people knew about the hand print." Isabel stammered and Alex held her tighter.

"So Kyle or his dad is in on this?" Michael asked, his wild look searching the room, looking for enemies in every corner. He looked ready to bolt.

Maria gave Liz's hand another squeeze, and then she got up and gently put a hand on Michael's arm, to calm him before he lost it completely.

The gentle feel of Maria's hand was enough to bring Michael back from the black hole he'd started falling into. But it only strengthened his resolve.

"We have to go Max. It's time." Michael said and stared at Max and Isabel.

Liz gasped and stood up, and Max put an arm around her, but never took his eyes off of Michael's. He knew Michael was right.

If Valenti was setting him up, there was no way he would get a fair trial. Valenti would have him at his mercy; to interrogate or probe anyway he wanted. He would find out all of Max’s secrets, and then in turn find out Isabel's and Michael's as well.

Max looked from Michael to Isabel and saw the resigned frightened look on her face as well.

None of them wanted to go. They had talked about this possibility before, but things were different now. They weren't alone any more. It wasn't just the three of them anymore.

But Max knew that the three of them had no choice. He took a deep breath and turned to Liz, taking her fully into his arms.

Liz saw the resigned, desperate look in Max’s eyes and whimpered. "Take me with you!" She whispered, but loud enough for everyone to hear.

Max's jaw clenched and he shook his head. "God Liz, I wish I could. But we're in danger. We're going to be chased. It's not safe."

"I don't care." Liz said shaking her head and holding tighter to Max as she met his eyes.

"I don't either." Maria said taking deep breaths to try to stay calm.

Michael looked down at Maria, looking miserable, but determined.

"Max" Isabel choked out. She knew there was no other choice, but she wanted one. She did not want to leave her life in Roswell. She had parents she loved, and now three friends that she had formed a bond with as well. And with Alex she had been hoping for more.

Max met Isabel's eyes, and knew what she was thinking. "I'm sorry Is." He said in a sad, deep voice.

Then he looked down at Liz and saw that she too knew that the three of them had to go, alone.

"Liz I promise you. I'll find a way to come back. I'll find out who's doing this, why they are trying to frame me, and I'll be back." Max swallowed, his voice hoarse with emotion. "Just as soon as I clear my name."

"Max where are we going to go?" Isabel asked, holding tighter to Alex, not wanting to let go.

"I can answer that."