Even Maria had been in a great mood when she had picked Liz up. Maybe it was because the whole ordeal of yesterday was over. Max had not called Liz, but Michael had called Maria and Maria had relayed the information to Liz that Agent Smith was dead and everything was taken care of.

Yesterday now seemed like a distant memory to Liz. It felt like it had happened a week ago, instead of less than twenty-four hours ago. The only memory that still resonated in her mind was Max's strange behavior.

Whatever the reason for Liz's unexplainable happiness, she didn't care. It was just great to finally feal like she could breathe again.

Everyone seemed to be more at ease. Maria had greeted Michael immediately when they got to school, and Liz had noticed Isabel and Alex talking quietly and smiling at each other on their way to class. Even Tess and Kyle seemed to be happy as they shamelessly flirted by Tess' locker.

Liz didn't see Max at all until her last class, which they shared. They sat across the room, but Max had immediately noticed her when she walked into the room. He had smiled at her, and Liz had smiled back.

It was still strange to her. The looks he kept giving her; the way he kept smiling at her; Liz almost thought maybe he still loved her...

But she knew it was impossible. So she had dismissed the thought before it had time to sink in and ruin her day.

After class, Liz was walking to her loccer when Max had touched her arm and caught her attention.

"Liz," he greeted her.

"Hey, Max..." Liz said softly back. Liz reached her loccer and began turning the combination while Max followed her.

"Uh, Liz, I was wondering, could we go somewhere and talk?" Max had a strange look on his face: a mix of nervousness and mystery.

"Like, right now?" Liz asked confused.

"Yeah, is that okay?"

"Yeah, Max, that's fine. Let me just tell Maria that I won't need a ride home." Liz turned around and saw Maria smiling at her from across the hall, motioning for her to go ahead and leave. Liz smiled her thanks and turned back to Max.

"Okay." Together they walked silently to the parking lot where Max's Jeep was parked. Max opened the door and helped Liz in.

"So, you don't have to take Isabel home?" Liz questioned.

"No, not today. I asked her to get a ride home with Alex. I think she was happy to ask him," Max smiled slightly and looked at Liz for a brief second before starting the engine and pulling away from the school.

"So where are we going?" Liz asked, shifting in her seat to face Max.

"I was thinking about the cliffs, would that be okay?"

"Yeah, that's fine," Liz said, not wanting to reveal her excitement at the unexpected attention from Max.

They drove the whole way to the cliffs in silence, Max still slightly grinning, and Liz staring at him most of the way there. She had finally placed the look on Max's face. It was the look he always used to give her before she had lied, when he had still loved her. It puzzled Liz that he would give her that look now.

When they reached the cliffs, Max helped Liz out and they walked for a few minutes, not speaking.

"So..." Max began. He had no idea where to even start. He turned and looked at Liz's expectant face.

"Do you want to sit down?" he asked her abruptly.

"Um, yeah sure..." Liz was surprised by his strange question. They sat down near the edge of the cliff and still didn't speak.

"Max, I really love that you brought me here, but why did you?" Liz finally asked the question that she had kept repeating in her mind.

"Liz..." Max started nervously. "Kyle said something to me yesterday...." he fidgeted with his hands looked at the ground. "I need to know if it's true," Max finished finally, dragging his eyes up to meet Liz's.

Liz felt her heart start to beat faster. What could Kyle have said? The only thing that Liz could guess it would be about was her lie and Kyle's involvement in it. But he couldn't have said anything. Could he? He had promised...

"Okay..." Liz said slowly, waiting for Max to continue.

Max took several ragged breaths and looked from the ground to Liz, to the ground, and back to Liz again.

"Max, what is it?" Liz touched his arm softly from where she sat beside him.

"This isn't easy for me to talk about, Liz...but.....Kyle....he said that....." Max swallowed and glanced sideways at Liz, "he said that nothing happened between you and him," Max finished quickly.

There. He had said it. The hard part was over. Max looked over slowly at Liz, waiting for any kind of reaction.