Larissandra resigned herself to her fate and never flinched, or pleaded for her life. She simply closed her eyes and repeated in her mind, "Zan… Zan… Zan… soon we will be together again my love."

The soldier waved his hand over the control panel; the beams bent in half and were sent coursing through Larissandra's body.

Max could feel her pain. It was intense and excruciating. "No!" Max screamed to deafened ears. Hot tears burned in his eyes and spilled over onto his cheeks as he witnessed and felt this beautiful creature being tortured and killed.

Larissandra slumped to the floor and Max separated from her. He seemed to float just above her. The beams retracted into the floor and Kivar came and stood over her. He regarded her with no remorse, no feeling. The coldness in his heart had spread through his body like a cancer. "Good bye princess. Soon you will be joined by your family and all who oppose me." *** Liz had been sitting next to Max for about an hour. They had decided she would stay with him while Isabel went to the hospital with Brody. Liz held Max's hand and helplessly watched as his body continued to shake and sweat poured from his brow. "What is going on in there?" she wondered out loud. Occasionally she worried that Larissa would come back bringing Nicholas with her, so she listened with intensity to every sound she heard in the house.

Liz got a wash cloth and mopped Max's brow with it now and then. Once in a while, Max would throw his head back and forth as if he were in pain. Liz tried to rouse him and then stopped herself, as Larissa's words would come back to her, "Don't try to wake him It will only make things worse!" She finally curled herself up next to his head and gently stroked his hair and prayed this seizure would be over soon.

Liz dozed off a few minutes later. Her hands were resting on Max's chest and her head was just above his. She woke in a panic when Max yelled out, "No!" and started thrashing around on the bed. She thought to herself, "To hell with Larissa!" and tried desperately to wake Max. She came around beside him and took his shoulders and shook him hard, but he did not respond. Tears began to course down his face and Liz became frightened.

Liz tried to calm herself and not to panic. She had an idea; before she had time to analyze it to death, she went with it. She sat beside Max on the bed and took his hand again, but this time she focused her mind and tried to form a connection with him. She thought maybe he would hear her calling out to him and it would bring him back. In her mind she pleaded with him, "Max, come back! Come back to us! You need to wake up Max! Please!" And then before she could stop herself she sent out the thought, "Max, I love you, please come back to me. I love you Max. I love you."

Max stopped his mad thrashing. He grew still and his breathing slowed. He became still, very still, too still! Liz dropped his hand and placed her hands on his face. "Max!" she called out loud. "Max! Can you hear me!" She pulled her hands away as Max's eyes slowly opened. He appeared to have trouble focusing so Liz reached over and turned on the bedside lamp. Cautiously Max sat up and looked around him. He caught Liz's eye and her heart skipped a beat. He didn't seem to recognize her. ***

"Max, are you ok?" Liz sat down beside him and tried to take his hand but he pulled away. She watched as he stood up and tried to orient himself, it was obvious he was still somewhere else in his mind. "Max, you're in Brody's room. You had a seizure. Isabel and I brought you in here so you'd be safe."

The name Isabel made him turn and look at Liz.

She could see him struggling to place Isabel's name, so she continued hoping to jar his memory. "Yes, you came over here to have dinner with Brody and Larissa…"

Max jerked his head up at Larissa's name; his memory was beginning to come back to him. He interrupted Liz and said, his voice full of emotion, "Where is she? Where is Larissandra?"

Liz paused at that name. "Why is he calling her that?" she wondered.

Max ran over to her and grabbed her shoulders and shook her slightly. "Where is she?" he said with such a force that Liz was suddenly frightened.

"She ran out about an hour ago." Liz swallowed hard.

Max let her go and turned to run out of the room.

"Max wait!" Liz called after him. Max stopped and looked briefly behind him at her. She was still not sure if he recognized her. "Max, Nicholas is after her, you have to be careful…" but her words trailed off as Max turned back and ran out of the house. Liz had no idea what was really going on, but she knew Max's life was in danger with Nicholas on the loose. She knew she had to do something and do it fast so she grabbed the phone and called Michael.

Michael picked up on the other end, "What?"

"Michael, this is Liz, look, I don't have time to explain so I'll make it short. Larissa is from your planet. She came here to give Max his memories, or rather Zan's memories, I don't know, anyway, he kissed her and went into this seizure or something, and then Nicholas broke in and now he's after her."

Michael, obviously confused and wanting more details tried to interrupt Liz, "What? She did what? Nicholas is here? Who's after whom? Liz you're not making any sense."

"Michael listen! There's no time to explain it all. Max is ok; he woke up a few minutes ago and went charging out of here to find her. Michael, you have to get Tess and go find him. If he runs into Nicholas…" Liz didn't finish her sentence. Michael hung up after "Nicholas" and was out the door.

Liz grabbed her coat and ran out, she headed to the hospital to find Isabel. ***

Isabel was sitting in the waiting room at the hospital. She had called her mom and told her about Brody's heart attack and told her that she and Max were going to wait there to see how he was. She hated lying to her mom, but the truth was not an option.

Brody was still in critical care. The doctors told her they were going to have to operate to save him. So she went to the waiting room to sit. She had made Liz promise to bring Max here when he came to.

She was casually flipping through a magazine when Liz ran in. Seeing that Max was not with her, Isabel dropped the magazine and ran to meet Liz. "Where's Max?" Isabel yelled before she even reached Liz.

"He's gone." Liz grabbed Isabel's arm and started heading her towards the door.

"Gone? What do you mean gone?" Isabel stopped and jerked her arm free.

"Look, Isabel, there's no time! I'll tell you on the way! We have to go!" Liz grabbed Isabel's arm again and together they ran toward the car. ***

Larissa was unfamiliar with the city, so she didn't know which way to run when she left her brother's house. She had not anticipated having to deal with Nicholas and she was scared.

All her life, she had wanted to tell Brody the truth. Even more so when Brody told her he had been abducted and that the aliens healed him of his cancer. Her real brother Larec had warned her against telling him. He didn't want anything to jeopardize her mission. Larec told her that he had healed Brody out of convenience, but she had known that wasn't the whole truth. Larec had seen how good a brother Brody had been to her and was moved with compassion for him. She knew Larec was looking after her and Brody.

Now she was terrified. Larec had said two things that stabbed at her heart as she ran through the streets. One was that Larec would not be able to contact her again, and two that Brody's body wasn't going to survive this. She felt abandoned and alone. She prayed in her heart that Brody would be okay and then focused her attention on hiding from Nicholas.

She had managed to throw Nicholas off successfully for about an hour. She was hiding in someone's empty house; she used her powers to unlock the door. She sat crouched beneath the window listening and tried to catch her breath. Her heart was pounding loudly in her ears. She thought she heard him coming, but more than that, she felt him, so she ran.

She ran for what seemed like forever and it wore her down. She was running down an alley near the UFO museum when she heard him behind her. She knew she could no longer outrun him, so she stopped, and turned to face him. She thought about Max and hoped she had been successful with the memory transfer, and she hoped that he was okay. Her mind briefly wandered to Zan, she missed him so much, but Nicholas interrupted her thoughts.

"Well, if it isn't the infamous Princess Larissandra. Long time no see, princess. What? Dying wasn't fun enough for you the first time so you thought you'd come here and do it again?" Nicholas' sarcasm dripped from his impudent, adolescent smile.

"I could say the same for you Nicholas," Larissandra threw back. She wasn't about to let Nicholas see the fear in her. And although her heart was pounding furiously in her chest, she appeared calm. And as she stood there facing her enemy one last time, she became calm. She began to realize that her time with Zan was over and could never be again. Even though she had given Max his memories, things would never be the same. Max simply wasn't Zan.

She took in Nicholas' appearance and began to laugh. "You seem to be a little late in developing Nicholas. Kivar must've waited a while to send you. How did they manage to alter you without the Granolith?"

"We have other ways." Nicholas tried to hide his insecurities with arrogance. "Or are you not smart enough yet to realize Kivar is King now and that he is not about to be outsmarted by some pig-headed, little girl trying to save her long lost love?"

"Hmm, resorting to name calling are we now? How very grown up of you Nicholas." Larissa retorted.

"Well, let's dispense with the pleasantries, shall we?" Nicholas frowned.

Larissa immediately threw up a protective shield in front of her. Nicholas sneered at this and laughed, "Do you honestly think that is going to protect you for very long?" Nicholas raised his hand at her and scowled.

The force of his energy blast made Larissa falter. She had never felt one that strong before. She regained her footing and continued to shield herself using all the strength she had left. She knew she would not be able to maintain her shield for long, and then it would be over.

Nicholas grew weary of this game and pulled his hand back in and yelled, "Enough of this! Now it will be over!" He pulled a weapon out of the back of his pants and aimed it at her. "After all Larissandra, you have failed in your mission and now it's time to die… again." ***

Michael grabbed the keys from Maria and ran out the door. Maria ran after him yelling, "Where are you going Michael? Michael! I swear if you wreck my mother's car…" But it was too late, Michael was long gone. He picked up Tess at Kyle's house. Without a word he had grabbed her when she came to the door and led her to the car.

Tess yelled something about an important meeting to Kyle when he showed up at the door looking bewildered and the two disappeared in the Jetta. Tess didn't have to ask Michael what this was about. She knew it involved Max and Larissa.

Michael roamed the streets looking for any sign of Max. Tess spotted him running towards the UFO center. Michael sped up until he came beside him. He pulled the car around in front of Max and cut him off.

Michael jumped out of the car and ran up to Max. "What's going on Max? Liz called me and said Nicholas was here. Where is he?"

Max looked at Michael, and for a moment Michael became Rath in his eyes. Max grabbed Michael's arms the way Zan would have, and looked into his friend's eyes.

Michael had a flash of another planet, of he and Max, no, he and Zan and understanding flickered across his face. He grabbed Max's arms in return and said, " Where to Max? Lead the way."

Max released his friend and looked around. A greenish glow was coming from a nearby alleyway. Max pointed to it and said, "Over there." Tess had gotten out of the car and was standing beside Michael looking at Max, her eyes full of questions. "Later Tess," Max said softening a bit, "we will talk."

Tess simply shook her head affirmatively and followed them as they ran towards the alley.

Just behind them Isabel and Liz pulled up. Simultaneously they jumped out of the car and ran after Max, Michael and Tess. Liz had seen Maria's car and had pointed it out to Isabel. She was relieved they had not arrived too late. ***

"No!" Max screamed as he rounded the corner into the alley. Larissa was falling. Nicholas had blasted a hole through her. The scene took on an eerie déjà vu to Max and things began to slow down in his mind. He looked and saw Larissa hit the ground with a hollow thud and instantly he turned on Nicholas and threw up his hand sending an energy blast so strong it picked Nicholas up and sent him crashing down at the far side of the alley.

Isabel and Liz rounded the corner to see Nicholas flying through the air. Liz spotted Larissa injured on the ground and ran over to her.

Max turned back to them and yelled, "Get her somewhere safe!"

Liz and Isabel quickly dragged Larissa's body around the corner and Liz knelt down next to her to assess her injuries. Isabel disappeared back around the corner to assist Max and the others.

A black charred hole was exposed on Larissa's stomach and Liz winced at the sight of it. She frantically looked around to find something to bandage it with but found nothing. She looked at Larissa's face and was amazed to see her eyes open. Liz grabbed her hand and Larissa turned to look at her. Liz saw flashes of unusual beings and heard a language she could not understand. The images were blurred and she could not decipher them.

Larissa spoke softly to Liz. "It's you. I should've known it was you by the way you looked at him that day at the Crashdown." Larissa smiled weakly up at Liz.

Back around the corner Max was talking fast to Michael, Isabel and Tess. "There is only one way to defeat Nicholas; we must stick together. Separately we are no match for him. Do you understand?" The group nodded, they had never seen Max so forceful. He had a wild and determined look in his eyes and was speaking to them with authority and control.

Isabel thought she saw a flash of another man in Max's place, he was foreign looking to her, but had a familiarity about him. She shook this vision off as Max spoke again.

Max turned around to see Nicholas picking himself up off the ground. "Now when I say, Michael you put your hand over mine. Tess and Isabel you stay on either side of us and when I give the signal I want you to channel all your energy into Michael and me. Is everybody clear?" The group nodded again and braced themselves as Nicholas approached them.

"Well, if it isn't the Royal Four?" Nicholas tried to appear casual, but they could tell he was still reeling from the energy blast. "How nice of you to show up altogether like this. It will save me from having to hunt you down individually to kill you."

Back where Liz was, she looked at Larissa bewildered. Larissa continued, "You are Max's true love Liz. Just as I was Zan's. I realized when Max kissed me that he was in love with you, but I didn't want to admit it. I saw his memories too Liz and you were the biggest and happiest part of them." Larissa paused and looked away for a moment. "But it seems you have a secret, don't you Liz."

Liz's mind told her to jerk her hand away but her heart convinced her to hold fast. She was tired of hiding her secret and she wanted to hear what Larissa had to say. She could hear Max fighting with Nicholas, but she couldn't take her eyes off of Larissa.

"Liz, listen to me very carefully." Larissa looked at Liz with concern and compassion in her eyes.

Liz nodded, anxious about what Larissa was about to say.

"In our lives, Liz, we may love many people, but there is only one who completes us and makes us whole. It is a rare thing to find, but when and if you do, you must hold onto it with everything you've got. When you love someone that strongly, not even death can separate you. I realize that now, but there are two things which can come between you; secrets and lies." With that Larissa squeezed Liz's hand and placed her other hand on top. "Tell him Liz. Tell him the truth. He needs you Liz."

Max took a step closer to Nicholas and said, "Couldn't stay dead the first time I killed you Nicholas?"

Michael and Isabel both gave Max a quick look.

"Why are you really here Nicholas? I think it's because you can't go home. You see I wondered why you didn't die with the other skins when Tess did the mind warp, and then it occurred to me. Kivar sent you here after us in a pod, just like ours. He is using you, like the coward that he is, to kill us before we can return home and destroy him. That is the only way you will ever be allowed to return home, isn't it Nicholas?"

"Well it seems you have recovered from your bout of amnesia Zan." Nicholas clapped his hands together loudly. "Very good, you get the gold sticker."

Liz's mind was racing. "But what about Tess? What about the invasion?"

Larissa tried to reassure Liz. She moved to sit up, but winced and lay back down. "Liz, Tess will be fine. Now that Max has Zan's memories, it will all be sorted out, you'll see."

Liz was not convinced. She attempted to ask Larissa what she meant by her last statement but she noticed her eyes began to roll back in her head. She picked up Larissa's hand and gently patted it. She saw no response and began to panic, "Larissa, please don't die on me okay? Stay with me Larissa, you've got to hang on!"

Nicholas continued, "But just because you have your memories back, doesn't mean you will be able to return home or defeat Kivar."

"Then why is there fear in your eyes Nicholas?" Max took another step closer to Nicholas. Michael stepped up beside him, his arms folded tightly across his chest. Nicholas tried to appear unafraid, but Max noticed him take a small step back at his remark.

"What me? Afraid of you?" Nicholas laughed unconvincingly. "I don't think so, or your sorry excuse for a second in command. You were a miserable failure on your planet and you are a miserable failure here. I'm just here to wipe up the last of the mess."

Nicholas moved his eyes around rapidly to look for his weapon. He spotted it about ten feet away under some trash. With one swift movement he shot out his hand and the weapon flew up into his grasp. Nicholas smiled at his own quick retrieval. He pointed the gun at the group and said, "Now, which one of you would like to go first? How about Tess, or should I say Ava; she always was my favorite."

Nicholas pointed the gun at Tess, but before he could fire, Max yelled, "Now!" and the four joined forces just as they planned. A large fiery yellow beam shot out from Max and Michael's joined hands and into Nicholas. Nicholas was held fast by the beam. He threw his head back in agony and his weapon dropped clumsily to the ground. The four continued their assault and watched with fascination and horror as Nicholas' body began to come apart. Nicholas was glowing bright yellow inside as large cracks appeared all over his body. One by one the cracks widened; pieces of Nicholas flew apart and disintegrated in mid-air, until he was completely gone.

The four lowered their hands and stood there silently gazing at the spot where Nicholas once stood. Michael was the first to speak, "I had no idea we could do that." He looked at Max for some kind of explanation.

"We have a lot to talk about… all of us." Max looked from one to the other.

Liz came racing around the corner. She looked around for Nicholas; seeing no sign of him she ran over to Max and yanked at his arm. "Max, it's Larissa, she's hurt really bad. You have to help her!"

With Max in the lead, they ran back to where Larissa was lying on the ground. Max knelt beside her and placed his hand over her wound.

"No Max." Larissa reached up and touched his cheek with her fingers. "It's too late."

Max wouldn't hear it. He shook his head and said, "No! I won't let you die this time! I won't lose you again!" He turned to Michael and said, "I've got to get her out of here. We'll take her back to your place." Without hesitation Michael ran ahead to the car to make room. Max gently lifted Larissa and the rest of them hurried back to their cars and head to Michael's.

Michael quickly unlocked the door to his apartment and found a startled Maria waiting there. She moved aside to allow Max and Larissa room to pass. Max laid Larissa carefully down on Michael's bed and placed his hand again on her wound. He focused all of his healing energy into her, but her body did not respond. Tears of anger and frustration ran down his face. He turned to the others that have all gathered around them and in between gasps of air said, "Leave us… please."

Liz looked from Larissa to Max. She knew Larissa was dying and she could see how Max felt about her by the way that he was cupping her hand to his chest. She turned away from them and wiped her own tears away. She followed the others out the door to wait. Feeling lost and confused she decided to leave.

Maria ran to catch up with her. "Liz, what is going on?"

"Not now Maria," Liz whispered as new tears streamed down her face.

"Will you at least let me drive you home?" Maria touched Liz's arm to comfort her.

Liz pulled away from her and said, "No thanks Maria, I need to walk." Liz walked away leaving Maria to worry and wonder what had happened.

Max looked at Larissa and reached up to cup her face in his hand. "Larissandra, is it really you?"

Larissa took Max's hand and pulled it to her lips. She kissed his fingers and smiled. "Yes, my love."

Max gently pulled her into his lap, careful not to add to her pain, and held her close. "This can't be happening. Not again!" his voice wavered with emotion as his tears dripped steadily onto Larissa's face. He tenderly stroked her cheek, wiping away his tears, which were now mixed with hers.

"We had our time together, when you were Zan and I was Larissandra, and it was wonderful. But Max and Larissa were never meant to be. As much as I wanted you to be Zan; you're not him. You may share the same genes, and now you share his memories, but you carry a different soul Max. And your heart, belongs to someone else." Larissa placed her hand on Max's heart and through their connection Max saw his own memories of Liz.

Max closed his eyes and tried to remember when things were good between him and Liz. His memories always ended the same, with Liz and Kyle in bed together. He shook his head in torment.

Larissa, feeling his pain, said, "Max, you must go to her. She has something to tell you. Please Max, don't throw this away. She is your true love." Larissa begins to weaken rapidly. Her voice is reduced to a whisper. "I must go now Max, Zan is waiting for me. Tell Brody I love him." Larissa reached up for one last time and placed her fingertips on Max's lips, and then she was gone.

Max kissed her fingers then reached up and closed her eyes with his hand. He pulled her closer to him. All at once a tidal wave of despair crashed over him. His pain combined with Zan's rose up from within, and the two met like huge waves crashing together out at sea. Great sobs wracked his body as he surrendered himself to his pain.

Still clutching Larissa tightly, he slowly rocked back and forth; lost in agony to the world around him. ***

The next morning Max, Michael, Isabel and Tess drove out to the desert near their pod chambers and the Granolith. Max found a spot near a desert tree and he and Michael began to dig. Once the hole was deep enough they carefully lowered Larissa's body. They wrapped her in one of Michael's blankets the night before. Tess and Isabel brought flowers and placed them in the hole with Larissa.

Tess walked away as Michael and Max began to cover Larissa with dirt. Tears streamed down her face as they placed small rocks in a V shape on her gravesite.

Max walked over to Tess and put his arm around her. Tess turned to Max and buried her face in his chest. He held her until she stopped crying, gently stroking her hair as she wept. His mind flashed back to a similar scene when he was Zan and Tess was Ava. Tess finally pulled back and attempted to wipe away her tears on her sleeve. "I still can't believe I found my best friend and then lost her again, all in one day."

"I know." Max replied.

Tess looked into his eyes and said, "I'm sorry Max, I should have told you about her, but it was still a little fuzzy to me, until I saw her."

"Shh, it's ok Tess. I probably wouldn't have listened to you anyway." Max attempted a smile.

Michael and Isabel joined them and Michael put a hand on Max's shoulder and said, "You know, we don't have to do this now. We can always wait…."

Max cut him off with a shake of his head. "No, now is the time. Let's go." Max turned and headed up the cliff to the pod chamber. Michael, Isabel and Tess followed close behind. ***

The sun rose to find Liz still awake, wrapped in blankets, and sitting in her lawn chair out on her balcony. An empty box of tissue lay on the floor next to her with it's crumpled remains piled in her lap. Her eyes were red and swollen; she stared into space, not seeing anything except what was being played out in her head over and over.

She thought Tess had been Max's destiny, the person he was meant to be with, even though she knew he didn't love her. By the way Max had held Larissa so tenderly, she wondered if she was wrong again and that Larissa was the one he was supposed to be with. She was distraught and confused. Who was Larissandra? She didn't understand what was going on and she felt ashamed of herself for thinking this way when Larissa was so seriously injured, or even dead by now.

The look on Max's face when he asked everyone to leave was emblazoned in her memory. "How ironic," she thought, "now I know how Max must've felt when he saw me with Kyle." This started a new batch of tears, but she let them fall without trying to wipe them away.

She remembered how Max had come to at Brody's and how he didn't even recognize her. Or maybe he had and his feelings for her were no longer there. What if now that Max had all of Zan's memories, his own memories were destroyed? A million questions like this went through Liz's mind as the morning wore on.

Finally she was pulled from her obsessing by a familiar voice coming through the window.

"I thought I'd find you out here." Maria climbed through the window and sat down on the ground next to Liz's chair. "How you doin' girl? Not real good from what I can see."

Liz looked at Maria and started to cry all over again. Maria patted her hand and said, "That's ok, you don't have to tell me anything now. Whenever you're ready, I'll be here."

Liz whispered, "Thank you Maria."

"Looks like you plowed through that box of tissue! Here let me get you some more." Maria stood up and went inside Liz's room to her bathroom. She came back with a roll of toilet paper in her hand and placed it in Liz's lap. "Here, this is all you had." She shrugged her shoulders; "It's softer anyway right?"

Liz smiled and tore some off to wipe her face.

"I know this probably isn't a good time, but I thought I should be the one to tell you… Larissa didn't make it. She died shortly after you left." Maria looked at Liz, searching for some word to make her feel better. She knew that sometimes words didn't help, so she remained silent.

Liz covered her face with her hands and was amazed at the grief she felt for a girl she didn't even know very well. But she knew Max was grieving. He had become such a big, undeniable part of her that she felt his pain as if it were her own.

Liz suddenly dropped her hands and looked at Maria, "What about Brody? How is he? Is he okay?"

Maria shook her head, "No, he's hanging by a thread. They operated on him last night, but he's not responding to the treatment well. They don't think he will make it through the day." Maria paused. "I'm sorry Liz; I hate to be the bearer of bad news here. I'm waiting for Michael to get back into town. We were all going to go over to the hospital to wait for news about Brody."

"Get back in town…?" Liz gave Maria a puzzled look.

"They went out to the desert near the pod chamber to bury Larissa this morning," Maria continued. "They still aren't sure what they're going to tell Brody… if he makes it." Maria's voice trailed off.

"I'm going too." Liz got up from her chair and climbed back through the window to change clothes.

"Are you sure Liz? I mean you've been through a lot…" Maria followed her back through the window.

Liz shook her head, "No, Maria; if I stay here any longer I'm gonna go crazy. I need to stop thinking about myself and go be there for Brody. He deserves that much."