"You ok? You were gone a while," he said after a few moments.

Liz nodded, reassuring him she was fine. "The bathroom's a good distance."

Max nodded and Liz took her seat back on the coat, pulling her legs up under herself. She could sense Max's nervousness and looked at him. "You worried about your sister?" she asked.

Max didn't answer but Liz could see his eyes darken some. She prayed that the girl, Isabel, was all right. Even if to just erase that haunted look from his eyes. Liz looked down once more and felt sleep tugging at her mind.

"You should get some sleep," Max stated again.

"I'm not tired," Liz protested, straining to hold back a yawn but failing.

Figuring he was right, she laid down onto the cot and rolled up into a ball. A small blare from the hallway made Max jerk and Liz watched as a few of the lights went out, leaving the room with a dark glow. Max relaxed again after a second and walked back over to the door, keeping a look out.

Liz could make out his figure through the dimness and focused on it as she was pulled into a deep, tiresome sleep.

***

Isabel cried as she shoved into a room, trying to get a grip on the doorframe for leverage. She wasn't gonna go into the night quietly.

"Let me go!" she roared, throwing her foot out and successfully tripping one of the guards. His face turned into a sneer and he reached to pull out a weapon. Isabel's heart pounded as she saw the stun gun.

"Don't even think about it," a deep voice growled, making Isabel look deeper into the cell. She couldn't see the owner of the voice's face, but he was tall and stood proud against the guards.

After sharing a look, both guards tossed Isabel the rest of the way into the room and left, never casting a look over their shoulders.

Taking a deep breath, Isabel stood frozen, not knowing what to do. With all her hope gone, Isabel decided to let her anger take control.

Storming back to the door, Isabel kicked and punched it, cursing the guards. How could this have happened? Her and Max were finally safe. All their mistakes and near fatal slip-ups were behind them.

"This isn't fair!" she screamed.

"Like life is fair," the other voice mumbled sarcastically.

Isabel spun around and glared into the darkness. "Who's there?" her heart was beating on double time, but she wasn't gonna let him know that.

Still in the darkness, she heard him snicker. "You better take a lesson girly. I'm not the kinda person you wanna talk back to," he said dryly.

Isabel squared her shoulders and stuck out her chin. "I'll talk back to whoever I wish to. What, am I'm supposed to be afraid of you?"

"If you're smart."

Isabel cocked her head and glared into the darkness. She might not be able to make him out, but he could damn well see her. "I'm not afraid of anyone," she challenged.

Which was a lie, but Isabel refused to let her fears control the situation. The only thing she feared right now was what was happening to her brother. Max was too timid to use his powers. Isabel, on the other hand, wasn't.

"You looked pretty scared when that jack ass was about to shock the hell out of you," the guy sneered.

Isabel just stared, not being able to come up with a quick response. Truth is told, she was scared then. Really scared. "I didn't ask for your diagnosis," she finally replied. "Nor your help. I had it under control."

Finally stepping into the light, Isabel stared at the man who was also occupying this cell. He was tall, had dark eyes and spiked up brown hair. There was an edge to him; one that Isabel felt was his protection.

"I'll keep that in mind the next time," he added, walking over to the cot and laying down.

Isabel watched him and sighed, running a hand through her hair. "I'm getting out of here," she mumbled, looking the door over.

"Big dreams for one girl."

Spinning back to glare at him, Isabel fumed. "You have no idea of what I'm capable of."

The guy sat up at leaned on his elbow, staring her down. "I don't care what you're capable of, no 'gift' less then the ability to shoot death rays from your eyes is gonna get you outta here," he barked.

Isabel felt her stomach clinch at his words. "Gifts," she mumbled. How could he know?!

Sighing and lying back down, the guy closed his eyes. "It was a figure of speech," he replied.

Isabel wiped at her face and listened as the pounding of footsteps echoed down the hall. It was the guards, doing what she guessed were their nightly rounds.

Pacing for what seemed forever, Isabel stopped when the lights in the hall started to go out, leaving their room with a dark shadow.

"Hey..." she called out. "Are you awake?"

"I have a name," the guy mumbled.

"Gee, that would work if you told me it," she replied. Her stomach was now in knots and it was making her even more cranky.

"What do you want? Can't you see I'm trying to sleep?!"

"Sleep? How can you sleep in here?" she asked.

"Easy, I close my eyes."

Isabel took in a shaky breath and tried to relax but couldn't. "Look...I'm not scared of you, and I'm not gonna let you push me around," she vowed.

"But you have to understand that I'm not just gonna lay back and take this like you."

"You rebel and they punish. Common sense," he offered.

Isabel looked at him and thought back to the guards and how they seemed scared of him. "You rebelled?"

When he didn't answer, Isabel decided to show him up. No way would he try to push her around once he knew what she could do. If she wanted out of here, she was gonna need help, and he seemed to be her only chance. It would work better of she scared him into helping her.

Taking a deep breath Isabel lifted her hand and was preparing to light up the room when she felt him grab onto her writs tightly.

"I wouldn't do that if I was you," he said in a low, threatening voice.

Isabel was taken back for a second before she deferred her power into her other free hand. No way was she gonna let him hurt her. She couldn't escape to find Max if she was hurt.

Grabbing her other hand and pulling it up to her front, the guy sneered at her. "You think they don't know what we do?! They watch us!"

He knew what she was doing! How could he? Isabel let her power subdue and he finally released her wrist, ambling back over to the cot. Feeling her breath come in shallow burst, Isabel finally spoke her thoughts. "You're one of us."

***

Are you ever really sure of what's going on around you? Liz thought. It seemed like every time she went to sleep in the hellhole she woke up and something was different. But this time, it was actually a good difference.

She could feel the heavy fabric of leather as she squirmed to get closer to it, wanting its warmth. Finally opening her eyes, Liz smiled as she saw Max's jacket draped over her small form. Her senses filling with his wonderful smell, all she could do was keep smiling. He'd obviously put it over her in place of a blanket while she slept.

Still not fully awake, Liz squinted around the room, trying to spot the jacket's owner. When she was aware of the empty room, Liz bolted up, knocking the coat onto the floor. Where was Max?!

Fearing the worst, Liz made a dash toward the door, stretching to see out the high window. The hallway was empty and she could feel her fear for him rising. Where did they take him? What were they doing to him?!

Liz could feel her tears starting to form as she pictured the horrible things they could be inflicting on him. No! Her mind screamed, making her hold back the tears. You survived it, so will he!

He'll back soon, she continued to tell herself. Like Max said, he didn't need your pity.

But what if he wasn't coming back? Liz tried to push that thought out of her brain, but it was already there, like an annoying fly buzzing in her ear. The thought made her chest feel tight, like she couldn't breath. God, what was happening to her?!

She'd just meet Max last night, but already the thought of losing him was too great. Liz held a hand to her chest and slowly walked back to her cot, noticing his coat on the floor. Picking it up carefully, she slipped it on, wanting to wear it until she saw Max once more; to be able to quench this awful feeling in her heart.

When the footsteps in the hallway came around once more, Liz walked back over to look out the window. Max! He was there, coming back toward their cell. Not wanting to be caught waiting for him, Liz rushed back to the cot, pretending to be sound asleep.

Willing her body still, Liz heard the door unlock and the sound of shoes coming across the room closer to her. With her eyes sealed shut, Liz could only guess his true whereabouts now. But that was only for a second. Liz was positive of his closeness as his hand suddenly touched her face, gently pushing her hair behind her ear. Liz nearly gasped at the feelings that one touch summoned in her. But she still willed her body still, not wanting him to stop touching her.

*** Max slowly caressed Liz's face, wishing he could do this when she was awake. He'd spent all night gazing at her, just watching her sleep. She looked so peaceful, lying there like an angel. He wanted nothing more then to just wrap her up in his arms and protect her forever. The feeling was a heady one, making Max scared. When the thought first came to him last night, he'd just placed his jacket over her, noticing the goose bumps on her soft skin. All he could think was how soft it look, and shouldn't be put though these cold climates.

Then all he could do was stare at Liz all night. He was actually awed that his intense looks hadn't woken her up. He hadn't even slept!

But he finally had to look away this morning. The need to go the bathroom was more pressing now. He cast one last glance at her before walking out the door and was lead to the men's room. He was even given the chance to take a shower.

But now he was once more at her side, now wearing an outfit similar to her white shirt and white pants. Liz was still asleep, all wrapped up in his coat. Max hadn't even noticed when she'd slipped her arms into it. Maybe she had woken up while he was gone.

How long had he been gone? He no longer had his watch, but it didn't feel that long. She must have woken up and fell back asleep he figured, not letting the idea of Liz not missing him stay in his mind.

What was he expecting of her? Liz had just met him last night. Like she was ready to admit to feelings for him! But Max was feeling them for her. And just the idea of her feeling the same things for him...Max could feel his insides twisting at the thought. Removing his hand from her skin, Max thought he saw the small frown slip onto her face before going away just as quickly.

For a fleeting moment, Max actually thought about pressing his lips to hers, for the sweetest kiss. But reality was once more beckoning him, and Max knew he couldn't. And even if he did, and with the rare possibility that Liz actually kissed him back, would she continue to do that when she found out the truth about him?

Max scoffed and sat down on the bed, his back facing her. How could he even think about telling her? But that was all he wanted to do. He wanted to confess everything. How he wasn't from earth, how he was actually hatched from a pod ten years ago. He wanted to share with her the stories he knew about himself and Isabel. He wanted to share everything with Liz.

Even the things about Isabel, he thought with a sad heart. She never once had a good friend who was a girl; maybe she would get along with Liz.

He hadn't seen Isabel since last night when she had been dragged past the door. He hoped to get a glance of her on his way to the bathroom, but had no luck.

He did, however, see another male 'captive'. Although he wasn't being held, all four of the guards had their guns aimed at him. Max noticed how he wasn't wearing the white outfits, but a black T-shirt and jeans. As he stalked closer, Max took in his wild brown hair and dark, edgy look.

The guy was staring at him the whole time also, passing him to reach the bathroom. Max was ushered away before he could speak. Maybe that guy knew where Isabel was! He'd come from the direction they'd taken her last night.

But he never got to ask him. Max regretted not speaking up, but there wasn't anything he could do about it now. Sighing and holding his head in his hands, Max fretted about Isabel.

Was she ok? Where they hurting he? Max was never one to use his powers forcefully, but if they laid one hand on her he'd maim 'em! They were here because of him; because he had to use his powers in public.

Feeling the bed shift under him, Max looked over his shoulder to see Liz sitting up, staring at him. Thinking she was upset because he was so close to her, Max stood up quickly, his heart pounding.

Liz didn't seem mad, just curious. "Are you ok?" she asked.

Max shook his head and quickly looked away. God, she was so beautiful when she looked up at him with her big brown eyes!

"Um...where were you?" she added timidly. "I woke up and you were gone. I thought...I was scared that something had happened."

Max's heart soared as she admitted she was worried about him, but he kept his facial expression neutral. Just cause she said she was scared for him didn't admit she was runnin' over with love for him.

"I went to the bathroom and took a shower," he explained.

Liz nodded and Max thought he saw her swallow. "Are you ok?" he asked, turning the question around on her. She was acting weird.

"Um, yeah," Liz said after a minute. "I'm just still trying to wake up."

Max nodded and watched as she stood up and stretched, her shirt rising up to expose her slim stomach. Now it was Max's turn to swallow. All night, he'd kept his gaze trained on her face, not letting it travel too far down. After all, he was still a teenage guy. But now, he could see more of her soft skin and imagined kissing it.

Taking a deep breath, and spinning to stare at the bare wall, Max warned himself to keep his cool. He couldn't really let his mind and body go there when they had to share this tiny, one roomed space. Regaining his composure, Max chanced a look at her and saw she was sitting down once more, her legs crossed.

"Did you sleep good?" she asked. He could tell by her glancing at the floor that she felt bad about him having to sleep there. Not that he'd actually slept last night.

"Yeah," he replied automatically. "You?"

Liz gave a little smile. "Yeah...for once."