Max watched as Maria walked up to Yeager, he was amazed by the words coming out of her mouth.

"Maria!" Liz screamed.

Yeager yelled to shut down the cubicles. Their room went black, silent. They couldn't see through the glass, no sound was heard coming from the outer room.

Max pulled Liz over to the bed, "I think you should get into bed, I don't think talking is the real reason Topolsky took you and Izzy out of here. I think she somehow hypnotized the two of you. I don't know why, but both of you falling asleep while she was talking to you doesn't make any sense. But we can't talk about it now, I want you to get some sleep" He turned his head he wished he could see what was happening in the outer room.

"Sleep? I can't sleep, Max he's going to hurt them, we have to do something." Liz pleaded with him.

Max felt so helpless, there was nothing he could do, no way he could help his friends. And somehow he had to make Liz understand this, without breaking her heart.

"Liz please, I don't know what to do, if I could I would be out there stopping this, but there's nothing I can do. Without our powers we're just as helpless as you, Maria and Kyle are."

Liz knew this, down deep in her mind she knew he was being honest with her. But in her small world, no matter how chauvinistic it sounded men protected their women. Men made everything ok, how many times had her mother uttered the words…'Your father will fix it, or get your dad to fix that for you.' But not in this world, not here. She lowered her head to Max's chest and let the tears take over again. She was tired of crying, tired of telling herself everything was going to be fine.

"We're going to die here, aren't we?" He could barely hear her voice.

"NO, we are not going to die. We are going to get out of here, I promise you, we will." Max tried to console her, even if he had to lie to her.

"How? There is no way we can get through all those guards, the security. We don't even know where we are." She rubbed her faced against his chest, her arms starting moving up his back, slowly rubbing, back and forth.

It felt so good, just to stand there and hold her, Max pulled her closer to him. He felt a familiar tightness in his groin. It was so damn hard sleeping next to her at night, hearing her breathe, watching her face in the dim light. So many time he just wanted to reach out and pull her too him. Just bury himself inside of her, so deep that nothing mattered, not this place, not what was happening to Michael and Maria; what would eventually happen to all of them.

"I don't know, but I won't give up hope, and neither can you." Max said. "If we give up, they win."

Liz raised her head and looked at him. "I don't care Max, I don't care if they win or not. I'm just tired, tired of not knowing what is going to happen to us."

He reached up and placed the palm of his hand against her cheek. Liz lowered her eyes, he saw her small perfect teeth tug on her bottom lip, she raised her face to his and said quietly, "I say we give them what they want."

"What?" Max ask, he couldn't keep the surprise out of his voice.

"She's right you know, we don't have a choice. We're just six kids that have no way of stopping them from doing what they want. Up until a few weeks ago the hardest decision for three of us was what am I going to wear to school today." She moved her hands to the front of his T-shirt, gripping the material she said, "we have no idea how to deal with this. Eventually they are going to win Max."

"What are you saying Liz?" Max couldn't believe he was hearing her say these things.

"I don't know what I'm saying, half the time I don't even know what I'm doing anymore." Releasing his shirt she moved her hands to his back again, she leaned her cheek against him again. "I'm just tired of all of us this. I want to be back home, back where the hardest thing I ever had to worry about was whether or not you wanted me."

"I know, believe I know." Max said soothingly. He reached down and put his arm under her knees, picking her up he moved to the bed.

"Max what are you doing." Liz said.

"I'm putting you to bed, this is all too much for you, Topolsky, Yeager, you need to rest," he told her. He placed her in the middle of the bed, when he tried to pull back she wouldn't release him.

"Only if you lay down with me?" She said.

He looked down into her eyes, no he couldn't do this, being in the same bed with her was too hard. "Liz that's not a good idea right now." He looked up and saw the pleading in her eyes. He lowered his head and laid his forehead against her's. He groaned. "Your making this so damn hard."

"It's not hard, it's easy, I want you Max, I've always wanted you, and I'm so tired of pretending that I don't. I know you want me, I can feel you staring at me at night. I can feel you wanting me too." She tilted her face up, their lips were almost touching. "Please Max?"

"Oh God Liz, their probably watching us, watching us right now." Max quietly said. He didn't think he could breathe, he tried to draw more air into his lungs, but it felt like he had a band of steel wrapped around his chest.

"I don't care Max, I don't care about anything but this." She reached up and placed her lips against his. She felt his lips quiver, it was so small she didn't know if she imagined it or not. She reached out with her tongue and stroked it over his bottom lip. He released his breath into her mouth, his tongue followed it. He leaned into her and just let himself enjoy the feel of her tongue, her sweet breathe invading his mouth. It's almost as if they were feeding each other the oxygen they needed to survive.

"Max, yes, please…" Liz moved over and pulled him down onto the bed with her.

Using his elbow to hold himself up, Max pulled his head back and looked at her. "Are you sure Liz, do you really want to do this?"

She answered him the only way she knew how, reaching up she pulled his shirt off, throwing it on the floor she sat up and yanked her's off, it joined his on the floor. She turned back to him, shyly she moved her hand to his chest. Running her fingernails over his nipple she smiled. Turning over onto her stomach she placed her lips to his chest and kissed him. Opening her mouth she let her tongue trail along the same exact spot her lips had been. Moving slowly up his chest she took his small nipple into her mouth, swirling her tongue around it. She shocked the hell out of him when she took the small nub between her teeth and lightly bit down. She heard him suck in air. She did it again. A moan escaped his lips. She lapped at it with her tongue, soothing the sting away. Pushing him down she moved closer and rubbed her breast acrossed his chest. He felt her nipples harden. Max couldn't keep his hands still, moving them up to her hair he ran his fingers through the long strands. With one hand Liz reached up and lightly ran her fingers down his thigh. Max raised slightly off the bed, trying to get closer to her hand. Sitting up Liz reached out and grabbed the waistband of his pants. Max reached down to help her, tugging them down they joined the mound of clothing at the foot of the bed. Liz rolled over and pushed her's down and off. Throwing one leg over Max she straddled his hips.

"Liz, slow down, please slow down." Max pleaded.

"Don't want too, I want to feel all of you." She said as she leaned over and once again moved her nipples over him.

He reached up and grabbed her shoulders, he had to slow her down or this would be over before it had begun. He pushed her back, sitting up over his hips he could see her, all of her. He slowly ran his eyes down her body, too her perfectly shaped breast, she was bigger than he had expected. He couldn't understand how she looked so small with her clothes on. Her nipples were surrounded with small aureoles that were slightly darker than her natural skin tones. Her nipples were large, almost the size of his thumbnail. Lowering his eyes he saw her flat smooth stomach, he could see the muscles there, pulled tight at the moment. His eyes trailed down, down to the patch of black hair nesting between her legs, he reached out and gently touched the curls that rested there. Silk, they felt like silk against his fingertips.

"You are so beautiful Liz," moving his hand around her hip and up her back he pulled her down on top of him again. She moved her hands along his jawline and up into his hair. As their lips met again they both released their breath again, that sweet heavenly breath. This was no gentle kiss this time. Their lips came together in a storm of passion, he molded his lips against her's and drank his fill, running his tongue along her teeth and then back into the recesses of her month, until he finally found what he sought. Her velvet tongue. They teased, withdrew, returned to tease again. Dizziness swamped Max's brain. Air, he needed air but he didn't want to stop kissing her. Opening the corners of his mouth he drew in air again. He could feel her lips forming a smile as she too took air into her lungs.

Max moved his hands down to her backside. Pulling her tighter against his center, he pressed up into her, at the same time that she pushed down. Heat radiated from her, he didn't think he could last long enough to get inside of her. He had wanted this to be special, he wanted to make it as good as possible for her. He ran his hands over her ass, her sweet wonderful ass.

Liz groaned and pressed down again. "Max I need to feel you inside of me, now please." She reached down between them and ran her hand up his erection. She squeezed his cock and he thought he was going to die. He felt like the top of head was going to explode. He quickly reached down and circled her hand with his, pulling it away, bringing it to his lips he kissed her fingers. "Don't, if you touch me again I won't be able to be inside of you, not for awhile at least." He smiled and brought her finger to his lips again and reached out and stroked it with his tongue. Liz groaned and squirmed her hips over his again.

Sucking her finger into his mouth Max felt the heat coming off of her, especially against his cock, she was so wet, the liquid was raining down on him. He reached down between their bodies and brought his hand to her center again. She moaned. He cupped his hand over her. She moved her hips into his hand, pressing down as hard as she could.

Releasing her Max gripped himself at the base of his cock and brought it up to her entrance, he slowly circled the head against her, rubbing her where he knew she wanted it. Looking up he saw her astride him with her head tilted back, her eyes closed, she had the most erotic expression on her face. He slowly pushed up into her, her warmth surround him. She moaned and he stopped. "Are you alright, am I hurting you?" he ask.

"No, it will hurt if you stop." Liz said breathlessly.

He started pushing up again, placing his hands on her hips he brought her down, slowly. She was so tight, so wet, he didn't think he could do it. He couldn't suppress the moan that escaped his lips. He pushed deeper, it felt so right, so damn right. He felt her push her hips down, he inched further into her.

"Max." Liz groaned out his name.

Max felt like he had died and gone to heaven, he pushed harder, he felt something press against him. He pushed again, Liz tensed and moaned again. He stopped.

"Liz" he questioned, he hadn't thought about it before, she had been dating Kyle, he had assumed that they had been intimate, he hadn't liked the idea but he had thought that she had done "this" before.

He tried again, but he couldn't go any further, couldn't get any deeper inside of without breaking the thin barrier. He looked up into her eyes. She was smiling down at him.

"Please Max?" She reached down and took both of his hands into hers. She laced her fingers through his. Bracing herself against the pain, she pushed down as hard as she could. At the same time Max pushed up into her. He felt the barrier tear, felt her stiffen. Heard a small cry come from her lips.

He reached up and pulled her down onto her chest, he stroked his fingers up and down her spine. "Are you ok?" he ask her. He hadn't wanted to hurt her, hadn't wanted to cause her any pain.

Max felt her tongue glide along his neck. "I'm fine." She giggled. "I'm more than fine." She pulled up and smiled down into his face, "your inside of me Max."

He smiled up at her, she answered him by squeezing her muscles around him. He groaned, he felt her lift and lower herself on him. Taking her hips in both hands he helped her. They kept their eyes on each other and adjusted themselves to a steady rhythm, Liz rode him faster and harder, as if she couldn't get enough. He knew he couldn't keep this up, he felt his orgasm building, he was almost there. Pulling one hand out of hers he lowered his hand down her thigh, reaching up between them he found the nub of flesh, he stroked his fingers over it, faster and faster, he wanted her to feel what he was feeling, with his other hand he brought her mouth back to his.

"Max…what's happening to me…I can't take…." Her voice sounded breathless, like she had been running for a long time. She felt like she was standing on the edge of a cliff, like she wanted to jump.

"It's ok, just let it happen, come with me, Liz come with me." He couldn't hold back, it was happening, he couldn't stop it if he wanted to. He felt her tighten around him, it was too much, he felt himself coming, felt his warmth spread through her.