Closing his eyes tight, he counted to five and opened them again. Relief filled him. It was indeed Liz, Tess had just been a vision. But Liz was giving him that look again, filed with hurt, anger and confusion. Why is she looking at me like that? Max thought.

It hit him like a ton of bricks. He had said her name, Tess's name aloud.

Liz grabbed Max's hands and pushed them off of her skin, as if they were burning her. She pushed his body away from hers and got up off of the bed, still looking at him in horror. How could he have said Tess's name in the middle of that? Liz felt her emotions mix together all at once. She looked over at him as he crawled off the bed and stood in front of her. "Liz." He reached out to her, but Liz recoiled from his invitation.

Rage filled the room, her rage. "Don't touch me!" She yelled, "Don't ever touch me again! Don't ever speak to me again!" With that, Liz flung opened the door and ran down the hall. She could feel the tears of betrayal stinging her eyes. Max trailed behind her, calling out her name in desperation, "LIZ!"

Isabel and Tess had just come down from her room to watch some tv when they heard Liz's raised voice. Moments later they watched as Liz stormed through the living room and out the front door, Max chasing after her.

He stopped at the front door though, feeling his head start to get dizzy, his thoughts muddled. He had to find her. He had to explain to.who? His head began to ache. Far away in the distance he could hear Isabel. What was happening to him?! **********************

Liz ran from the house, tears stinging her eyes. She couldn't decide if she was crying out of sadness or anger. The moment kept playing over in her head. She had heard him call Tess's name and, even worse, she had seen the brief flash that had gone through his mind. It was a vision of Tess, nothing more than the girl just standing there, but that was enough.

Liz slowed her pace to a walk as she began to sob. She turned to see if he was still following her. Part of her was sad he was not. She shivered as the wind cut threw her light shirt and thunder grumbled in the sky. What had even happened? Why was Max lying to her, and how long had this thing with Tess been going on? She wondered, her hair flying around her face.

"Liz?"

At the sound of her name, she quickly wiped her tears away and looked at the car that had pulled over to the curb.

"Liz, what are you doing?" Kyle asked, turning down his radio. He noticed the tear streaks on her face, "What's wrong?"

"Nothing." Liz replied, knowing how lame it sounded. "I am just going home."

"Why don't you get in, I can drive you."

Liz shook her head at Kyle's invitation. The last thing she needed was him getting involve in this.

Kyle shut off the engine and opened his door, "Liz, it is going to storm. By the time you make it home, you are going to be drenched. Let me give you a ride, please. I know I am not that important to you any more, but at least I can provide dry transportation!"

"Kyle! You are important to me! I thought we were going to be friends." Liz twisted her hands around her hair to keep it from dancing in the wind.

"Fine, thank you for the ride." Liz knew it would be easier to accept than to try and fight him. Plus, he was right, it was just about to pour.

Kyle put the roof up on the Mustang convertible and hopped in. he glanced over at Liz, who was blankly staring out the window. They drove in silence for a minute, before Kyle spoke, "Evans."

Liz turned to him, shocked, "What Kyle?"

"Max Evans, is that why you are crying. Did he do something to you?" Kyle inquired, trying to focus on Liz and the road.

"I really don't want to talk about it."

Kyle frowned as he turned down the block to the Crashdown, "You mean you just don't want to talk about it with me. I thought we were friends!" He said the last word with heavy sarcasm.

"Kyle-"

He cut her off in mid-sentence, "No, Liz, you don't have to explain. I know you all have your big secrets. I also know that new girl has an eye for Max. It sucks to be the one getting dumped, huh? Out with the old, in with the new-I should know."

Liz blinked back tears at Kyle's harsh words. His wounds were still fresh, even after all these months. But, how did he know about Tess and Max? "What do you mean the new girl has a thing for Max? How do you know?"

Kyle let out a humorless laugh. Still all she could think about was Max Evans. "Lets just say she looks at him like you use to, when you were with me. Max must have that affect on people." Kyle pulled up to the Crashdown, gesturing to Liz that she was home.

Silently, she stepped out of the car and walked toward the door. She looked back to see Kyle staring at her. A longing, yet painful gaze filled his eyes. Turning, she ran back to the Mustang and opened his door. Leaning in, she hugged him.

For a moment he did nothing, then wrapped his arms around her for a brief minute before she pulled away. It had begun to rain, but Liz stood there, "Kyle, thanks-not just for the ride, but for everything. You still are important to me. I know you have questions, but I can't give you any answers. Just know that you still mean a lot to me, the time I spent with you was special, and you will always be special to me, as my friend."

Kyle smiled at her, "Just go inside before you get drenched!"

Liz turned and ran to the door, but before she could enter, Kyle called out to her, "Liz? I know where I stand with you.friend."

Kyle looked at her one more time, thinking that she looked beautiful standing there in the rain, her eyes puffy and her hair slicked against her face. Ripping his eyes away, he drove off into the night.

As Liz ran up the stairs to her room, she thought of both Kyle and Max, her past and present. She wondered about her future. She could still see the look in Kyle's eyes, and as much as she cared about him, it was no more than the affections of a friend. Max was a different story. What she felt for Max ran deeper than anything she had ever known, and he had betrayed that. Upon entering her room, she felt the tears welling up in her eyes. Nothing was ever going to be the same. ********************** Max opened his eyes and saw Isabel leaning over him, her forehead wrinkled in concern. "Max? Max can you hear me? Are you okay."

Max sat up, rubbing his eyes, "I am alright.I think." He looked around the living room and noticed Tess was still there, standing near him.

"What happened?" Isabel asked.

Max shrugged helplessly. He couldn't remember anything. "I am not sure, you tell me."

"Well, you ran down stairs, after Liz, and then you blacked out in the doorway."

Max jumped from the sofa, the events of the evening coming back to him. "Liz! Oh no! I have to talk to her!"

Tess stepped forward, speaking up for the first time, "Well she is long gone Max. We saw Kyle give her a ride. Actually I was hoping we could talk about our Biology project."

Max waved her off with his hand. He had to talk to Liz--now. Taking the stairs two at a time, Max ran into his room, grabbed the phone and automatically punched in her number. While it rang, he noticed her Biology book lying on the floor. He picked it up and held it to him, as if the book would give him comfort.

"Hello?"

"Liz? It's Max."

Liz held the phone tightly. She didn't know what to do. "What do you want Max?"

He was at a loss of words for a moment. He had been so determined to call her, he had never thought of what he was going to say. Looking down, he clenched the book tighter. "You forgot your Biology book and-"

Tess entered his room quietly and noticed Max's back was to her. She heard his voice, and knew who he was talking to. Standing over him, she announced loudly, "So, then we are going to get together and do our project tomorrow?"

Max's head whipped around, he couldn't deal with Tess right now! Angrily, he held his hand out to silence her, but it was too late.

Liz heard Tess's voice in the background, talking to him about getting together tomorrow. All of the feelings she had felt earlier came flooding back. "I will come by and get my Bio book after work tomorrow." She said coldly.

"No, I will bring it to you! But Liz we need to-"

"No, I don't want to disturb your study time tomorrow. I will be by in the afternoon. Just leave it with your mom. Goodnight Max." Liz placed the phone in it cradle. Did he really think she was oblivious to Tess?

As much as Liz did not want to admit it, she was losing Max--tonight had proved that. Maybe I have already lost him, she thought, laying her head on her pillow as tears ran down the side of her face.

Max looked at the receiver in his hand. Liz had hung up on him. Pressing the "off" button, he set the phone down and turned to face Tess. Max could tell she was braced for an angry confrontation. Shock and surprise filled her face when it did not come.

"How about one o'clock at the Biology Lab tomorrow, Mr. Seligman said it would be open on the weekends."

Tess simply smiled and nodded at Max.

"I will see you then, goodnight Tess."

She backed out of his room, her eyes never leaving his, "goodnight Max." She said, closing his door.

As soon as he heard his door click shut, he sat down, his legs feeling weak. Max knew what he had to do now. Running away from Tess was not the answer. He was positive she was the one behind the night's unpleasant incidents. He needed to get close to her, find out who and what she was and expose her. It was the only way to save himself and salvage things with Liz.

As much as it scared him, Max planned on spending all day Saturday getting as close to Tess Harding as possible. He also knew he had to tell Liz everything. He figured he would do that when he dropped her book off and had all his answers about Tess. Whatever the risk with Tess, losing Liz was a chance he could not take. **************************

Max sat up in his bed, unable to sleep. The amber letters on his clock read 2:13. Leaning over, he flipped on his lamp and jumped in surprise at the sight of Isabel sitting in his desk chair, cradling the cordless phone in her hands.

"Isabel, is something wrong?" He asked in alarm, thoughts of Tess running through his mind.

She shook her head, "I just couldn't sleep, I was having strange dreams about M-stuff."

Want to tell me about them?" Max asked. He glanced at the phone in her hands, "Who are you calling at this time of night?"

Isabel set the phone back on his desk, almost unaware she had still been hanging onto it, "They were just dumb dreams, nothing to tell. Oh, and I called Michael, cause I couldn't sleep and just, uh, wanted to talk."

"You could have got me up."

Isabel shook her head, "No, you had a big night, you needed your sleep. Are you going to tell me what happened?"

Max sat silently for a minute. He figured he would be safer to tell Isabel, so he did. He told her all of it, except for the heavy making out of course.

"Max, after tonight, I fully agree something is up with Tess, as much as I don't want to believe it. And maybe she is doing something to all of us, not just you."

"How do you mean?" Max asked, confused.

"Never mind," Isabel said quickly, "but I think your plan is a good idea. If she is going to tell anyone, it is going to be you. Just be careful, we don't know what we are dealing with."

Max nodded as Isabel leaned down and gave her brother a hug before leaving his room. **************************

Maria leaned against the counter in the Crashdown, her antenna shaking with her head. "I can not believe that! What a-"

"Maria!" Liz cut in, looking around the restaurant, "Sh! Customers."

Maria nodded, still amazed at how calm Liz was. If Michael had done what Max had.there would have been hell to pay. "So, what are you going to do now?"

Liz headed to the pick-up window as she noticed the food for table four was up, "I am not sure. I mean, what is there really for me to do?"

Maria followed her friend, "What should you do? I can think of a few things. I mean, Max practically cheated on you!"

Liz started to regret telling Maria all the gory details of yesterday. She had hoped her friend would be more understanding, but it seemed all Maria really wanted was Max's blood. Not that Liz couldn't see where she was coming from. Maria was extremely wary of Max's past record. First he had insisted on the "just friends" mantra, then had dated and dumped her before she could blink twice, then there was the whole blind date disaster, and now Tess.

Liz gave her best smile at table four as she set the two Will Smith platters down and returned to the counter. "I have to stop by Max's house and get my Bio book this afternoon, I guess that would be an opportune time for us to talk." She turned to her best friend and squeezed her hand, "Maria, it just.I am afraid. Afraid of what he will say. What if he says that everything he has ever told me was a lie?"

Digging into her pocket, Maria handed Liz her Cedar Oil, "Hon, I will be here for ya, whatever he says. It sounds like you two have a lot to talk about. I know and you know that the boy lives and breathes for you. But, I just knew that there was something about that girl, I knew the day she ate lunch with us--and maybe there is a perfectly good explanation-after all, this is Max, the closest thing to perfection that the male species could create. I mean, if this were Michael we were talking about, that would be a different story!"

Both girls turned and looked as the door to the Crashdown opened and Michael walked in, his apron bunched in his hand. He noticed the girls looking at him, "What?" he asked, paranoia seeping into his eyes.

"I will be back" Maria whispered to Liz, following Michael into the back room.

Liz sighed and started back to work, after all, hungry people were waiting for their alien specials.

"So, do you know about-" Maria started, leaning against the lockers.

Michael finished, "Max and Liz? Yeah, I heard. Isabel told me."

"When did you talk to Isabel?" She asked, moving closer to touch Michael's arm.

He jerked back, "She gave me a ride this morning to work, why?"

Maria held up her hands, "Calm down! I just didn't know if she knew, but apparently she does. So, what do you think of the whole situation, did Max say anything?"

Michael headed toward the kitchen, tying the apron around his waste, "I think Liz should talk to Max. Sorry, for yelling at you, I just thought you were implying something about me and-"

Maria rolled his eyes at him, "Please Michael, like anyone else but me would put up with you." She grabbed his apron strings and untied them, then ran for the door, "Just stay away from those bleachy blondes!" She called playfully, letting the swinging door shut before he could reach her.

Michael smiled after her for a minute, then a troubled look crossed his face. Whatever was happening, he was not going to screw things up with Maria, no matter what kinds of things he had been feeling lately for Isabel. *********************

Max parked the jeep in the high school parking lot. Killing the engine, he let his fingers slide across the glossy cover of Liz's Biology book. He had placed it in the front seat. Right after he was finished with Tess, he would go right to her and explain everything and then things would be alright.at least he hoped so.

Max jumped out of the jeep and walked into the building, heading toward the Bio lab. The room was empty except for Tess, who sat in her usual seat. She smiled up at Max. As he walked toward her, he tried to smile back. Show time, he thought, sliding into his seat.

"How are you today?" She asked, leaning over close to him.

"good.and you?"

"Just fine." She answered back.

"Well, lets get to work." Max began setting up the lab, carefully watching Tess every minute. He tried to pry into her life, but she was able to walk around most of the questions.

By the time they started the third experiment, Max had covered her home life, school, friends, relatives and was running out of questions. Every thing she was telling him seemed normal. But he knew better than anyone that "normal" could just be an act. He was getting frustrated! His plan was not working, she was not telling him anything! He wanted desperately to ask her about the visions, but wondered if it was too risky.

"Max? Are you okay? You seem to be drifting off."

"Huh? Oh, no, I am fine."

Tess took the beaker and poured in a yellow liquid, "Why don't you ask me what you really want to ask Max."

Max, a vial of blue liquid quivering in his hand, looked at her in surprise, "What do you mean?"

She was silent for a moment while Max poured the blue liquid into the yellow, creating a cloudy green substance. She picked up the stirrer and began mixing the contents of the beaker, "You know what I mean Max, your instincts are telling you something! I think we both know it Max, I am just waiting for you to say it."

"Say what?" He was beginning to get nervous, something was going to happen, he could feel it.

Tess handed him the beaker. As their fingers brushed, the liquid inside started to bubble--it was boiling. Max couldn't believe it. He stared at Tess, barely able to get the words out of his mouth, "What are you?"

"You know what I am, because I am like you."

It was a simple statement, and Max knew that she was trying to tell him: she was an alien. His mind rejected the idea. "I don't believe you!"

Tess took the beaker from him and poured the contents onto the counter, the green liquid made its way to the edge of the table, threatening to spill on to the floor. Tess raised her hand over the puddle, her eyes staring intently. The liquid slowly turned to a gel, then became a solid glaze on top of the table. She turned to look at Max, who just kept staring from the table to her.

"I have been waiting for you my entire life Max."

Max pushed his chair back and his head snapped up to look into Tess's eyes, "What do you mean?! Who are you, really!" His voice began to crack and he knew he was losing control.

"I mean there were four pods in that chamber, not three. I mean there are four of us. I mean we were destined to be together, as were Michael and Isabel! Max, there is so much you don't know! So much I can help you puzzle together." She walked over and pressed herself against him. She placed her small hands on either side of his face, then closed her eyes, urging him to do the same.

He felt it immediately. It was not like the other visions though, it was actually not a vision at all. It was like light shining through a prism. He could hear what sounded like chimes, two notes striking against each other, over and over. He felt Tess's energy run through him, as his energy seeped into her. It was an odd sensation. There was absolutely no emotion behind the connection, but he could feel something--something he could only describe as primal--running through him, connecting to Tess. He felt strong, powerful and although the other visions had caused his mind to fog over, he now felt an amazing clarity. He knew nothing about the experience was human, it was purely his alien side.

Tess let her hands drop away from him and took a step back. She watched him open his eyes, a new realization forming in his mind.

"Tess." His voice was quiet, his body once again becoming rigid.

"That was amazing! The connection will become even deeper with time. Although I know a way to make it deeper right now." Tess leaned into him again, lifting her face toward his.

At first Max was not sure what she was going to do, then realized she wanted to kiss him. Part of him wanted to try it, to see what would happen, but Max couldn't do it. Suddenly he thought of Liz and his heart began to ache. Whatever he was-alien, human-he loved only Liz and did not want to touch, much less kiss another girl, no matter who she was. Panic welled up inside of him, not just because of Liz, but because this was not who Max knew himself to be.

He pushed Tess away, startling her. She opened her half-closed eyes in surprise. "Max? What are you doing? I thought you understood."

"Tess, this can't happen-you and me-I don't know why you think we were meant to be, we're not. You might be an al-alien, but you are not my soul mate, I already have one." Max slid off of his chair and jogged toward the door, "I understand that we are going to need to talk, but I can't deal with this now." With that, Max ran from the room and down the hall, finally slowing about 20 feet from the front doors.

"No!" Tess whispered under her breath, squeezing her eyes shut. For a moment, she thought the frustration inside her might pour out, but, taking a deep breath, she collected herself and headed after Max. One way or another, she needed him to understand that they had to be together. **********************

Liz checked her watch: her shift was over. Gladly, she filled Maria and Agnes in on the tables in her section and headed upstairs to change.

Thirty minutes later, Liz was walking down Murray Lane, toward Max's house. She fiddled with her hair, trying to think of what to say, scared of what might happen. Trying to muster all the courage she could, Liz rang the doorbell. The minutes ticked by.

Liz took a step back as the door flew open, revealing Isabel. "Hi Liz, I am guessing you are looking for my brother?"

"Actually, I was just suppose to pick up my Biology book." Liz tried to pretend that she was not disappointed that Max was not there.

Isabel ran one perfectly manicured hand through her honey colored hair, "He has the book with him. He was going to drop it off after he was done studying in the lab at school this afternoon. Max is probably there right now."

Liz caught her drift, "That is okay, I will get it later." There was an uncomfortable silence between the two girls. Finally Liz smiled and began to walk down the front steps, "thanks anyway Isabel."

Isabel thought about just letting her walk away, but couldn't. As much as she hated to admit it, she actually liked Liz, and besides that, she knew their secret. Isabel also knew how much her brother cared about her. She knew if the situation were reversed, Max would try to help her. "Liz, wait!" She called out, running out of the house to stop her. She grabbed Liz's arm, "I really think you should go talk to Max, he should be almost done anyway. We both know you two have a lot of things to discuss."

Liz knew she was right, but hesitated anyway, thinking about last night.

"Liz, whatever happened, I know Max will be able to explain it. There has never been anyone but you, probably never will be."

Liz stared up at Isabel, a look of hope gracing her face. Isabel knew she needed to push her just a bit further, "I mean, I remember the first day of school this year. Max was so happy, he walked around smiling all day, you know why?"

"Why?" Liz asked, intrigued.

"Because of you. Because he got to be your lab partner. Do you know he actually looks forward to starting school every year--because it means seeing you everyday. I remember him being late last year to fourth period all the time because he had to walk by your locker to see you. Liz, I know you are confused and upset--and you have a right to be--but just at least go talk to him. He would never purposely hurt you and the sooner you guys talk, the sooner we can all get back to.normal." Isabel gave her a pleading look.

Liz nodded, "okay, I will go talk to him." Her lips were almost turned up in a smile. Isabel knew the stories had done it, she just hoped Max wouldn't mind that she told her. Isabel figured he had so much going on, he would never find the time to get even mildly upset.

Liz waved at Isabel and turned in the direction of the school.

Isabel watched her go, hoping Max did have all the answers that Liz was going to need. ********************

Tess saw Max near the end of the hallway, she quickly moved toward him, making as little noise as possible. Reaching into her pocket, she took out two slender green pills and popped them in her mouth. She called out to him using her mind, she knew he heard her.

Max's body became stiff and sucking in a large breath, he turned around. "How did you do that? Use your mind to call me?"

Tess stood so close to him that their clothes brushed, "Max, there are so many things we can do together, if you would just let it happen. It is okay, it is suppose to happen. I know somewhere deep down inside of you, you feel it too." She ran her hands along his waste, pulling him close.

Max stood there, not sure what to do. He wanted to pull away, wanted to go sort all this out, but something held him there. He willed himself to turn and walk away, but couldn't. He could feel his mind getting foggy. He closed his eyes, trying to focus, but it did no good. Her name kept running through his head: Tess, Tess, Tess, Tess. When he opened his eyes, her lips were only inches from his own. Kiss her, his mind urged. Max tried to lean away from her, but felt himself leaning down into her embrace, his arms wrapping around her small frame. Then he felt his lips touch hers.

Images flew through his mind: He was six years old again and at the pod chamber, only now he saw three other pods instead of two. He saw images of him and Tess together, the prism of colors surrounding them. Max also heard the chimes, softly and almost hypnotic. Strange feelings ran through his body. The feelings were not ones of happiness, more like contentment.

Another vision flashed through his mind, he was looking in a mirror, only Tess was the image looking back at him. Kissing her, connecting to Tess like this was different than anything he had ever felt before. It was like every bit of energy he gave off was matched by Tess and sent back through him.

Max felt his mind clear. Unaware, he unconsciously compared the kiss to Liz's. With Liz, it was like a circuit overload, like two wires touching and sparks flying everywhere. But with Tess, it was like the wires fit together and a smooth current ran through both of them. Max's breath caught in his throat when he realized what he was thinking, what he was doing. One word came to mind:

Liz

What am I doing? He thought, guilt and confusion running through his mind. Max began to push away from Tess, putting his hands around her arms and pushing her back. Tess could feel his mind and body pushing away, she tried to lean back into him, but the connection was weakening. She opened her eyes to find them staring into the dark pools of Max's. Tess saw a thousand emotions running through them. She could tell his human side was fighting his alien side.

Max wanted to run away again, but knew he couldn't. He knew now that Tess was indeed a part of him. She was not in his heart, as Liz was, but she was in his alien genes, that much was obvious. He needed to remain calm, this was much worse than he had anticipated. How much worse can it get? He wondered as Tess leaned into his chest, trying to rest her head against him.

"M-M-Max?" The soft voice echoed against the halls of lockers. Surprised, Max looked at the front doors and immediately he shoved Tess away from him, all remnants of the connection broken.

"Liz?" Panic welled up inside of him. He hoped that she had not seen anything, but by the look on her face, Max knew there was no hope, she had seen it all. He had never seen her look like she was in so much pain. Her mouth was twisted in a painful grimace, her body stiff. It was her eyes that said it all though. They were misty, threatening to drop tears onto her cheeks at any second. He had never seen them look so sad and empty.

There was a moment of silence where no one breathed, much less moved. Then, looking away from him, Liz turned and ran out the doors and away from Max.