"That's not to say that it wasn't caused by it, right?" Alex asked.

"Right, but that won't matter. What matters is that it's safe for me to go back to the hospital. This is probably just a normal, human tumor that a simple operation will take care of. Worse case scenario is that it's some type of cancer." Liz's matter of fact tone and calm analysis threw them all for a moment.

Isabel stepped forward, "Liz, I'm so sorry." She embraced her friend trying to offer comfort only to realize that none was needed.

"Yeah, it's going to be ok, Isabel. Don't worry. I'm just sorry I got everyone upset over nothing."

That was the last straw for Maria who'd been quiet all morning as Liz had efficiently worked. "Over nothing? Liz, you just said that you have cancer! How can you call that nothing?"

"Maria, it's going to be ok."

"You don't know that Liz, and I'm sick of you saying it. People die from cancer, and it's not pleasant. We're talking about operations followed by radiation and chemotherapy that goes on for months. And just when you start feeling better, you go into remission and get sick all over again and you can't take your granddaughter to the zoo like you promised because you're back in the hospital where you DIE, Liz. You are not OK! Nothing about this is ok! I don't care what Max told you, or..."

Liz clamped her hand over Maria's mouth and shouted, "MARIA!" to get her friend's attention. "Maria, stop it. Okay? Just stop it." She commanded firmly. "This isn't helping. All right. I need you to calm down here."

"You need me?" Maria asked bitterly, tears welling up in her eyes. "Since when have you needed me? Or Alex? Or any of us?" She indicated the three silent aliens in the room who were watching this sudden argument in silent surprise. "I'm suppose to be your best friend, Liz. Your. Best. Friend," she emphasized. "Best friends are supposed to tell each other everything, but every time some new alien thing comes along you either don't tell me anything, or you lie to me about it. How can you do that? How can you look me right in the eye and lie to me over and over?"

Liz was struck with guilt. "Maria..."

"No. Liz, I'm getting so tired of this. The only time I ever get any straight answers out of you any more is when I force a confession out of you." She laughed in angry resentment, "God, I probably still wouldn't even know about Max, Michael and Isabel if I hadn't threatened to go to Valenti that first night. You'd still be lying to me and Alex about them if we hadn't forced you to quit lying to us."

"That's not true, Maria. I would have told you on my own, eventually. Just like I would have told you about what happened with Max in New York, I swear. I just needed time..."

"What? Like fourteen years? Would that have been enough time?"

"Maria!" Liz was getting more upset. Maria was so angry that Liz didn't know what to say to make everything all right. She was losing her friend, and she didn't know how to fix this. And with the others in hearing distance, there was little she could say that wouldn't blow the lid off of everything. She needed to find a way to get the two of them out of there so they could talk freely. At this point, it seemed that Maria was likely to say anything.

"Forget it, Liz." All Maria could think about was getting out of there. She turned toward the door, and discovered Max unwittingly blocking her path. "I hope you're happy with yourself," she told him, unfairly taking her resentment out on him. "We were once closer than sisters. We used to share everything. But ever since you came into her life, you've turned her away from me with your secrets. Your secrets and your lies. Well, I'd say you've finally got what you deserve. This time you've even managed to turn her away from you. I'd say that's poetic justice." With that, she swept around him and out of the room.

Liz was heartbroken, while the others just stood there speechless. Alex made a move to go after her, but Liz grabbed his arm. "Alex wait. I'll talk to her." Liz stepped out of the room. Maria was already at the end of the hall and picking up speed. Closing her eyes, Liz focused on her friend and projected an image of herself in front of her, blocking her path. "Maria, wait."

With a surprised shriek, she fell back a step. "Liz! How did you do that?"

Ignoring her question, Liz said, "Maria. It's not true what you said. I do need you. I will always need you to be my friend. I need to be able to come to you when things get out of control. To talk to you and get your advice."

"Oh yeah, then how come is it that whenever I give you my opinion, you go ahead and do what you want to do anyway?"

"Maria, that's not true."

Maria gave a frustrated sigh, not bothering to list all of the times that it was true. "Whatever."

Behind her, Liz heard the door to the classroom open, and sensed Max and Michael were both coming out to investigate. Desperate to have this conversation out with Maria before she lost her friend forever, Liz tried something new. She split her powers in two. Projecting an image of herself at Maria, she continued to plead her case, while at the same time, she blocked both her presence and Maria's from Max and Michael by projecting an image of an empty hallway to them.

Unaware that the boys were in the hall behind her, and coming closer, Maria said, "No Liz, the only person you need is Max, and I guess you don't need him all that much, either, considering how easily you pushed him away."

"Easily?" Liz was incredulous. "Maria, it nearly killed me to do what I did to him. Do you think it was easy for me to go to Kyle and ask him to do what we did, knowing that what I was doing was going to hurt Max? You didn't see the look on his face when he saw us. I wanted to die for doing that to him, but I didn't have a choice, Maria."

"Because you were protecting Max. Again. Nothing matters to you but protecting him. The rest of us could walk out of your life and you'd never even notice as long as he was safe."

"That's not true, Maria."

About halfway between Maria and Liz, Max stopped and closed his eyes. He put a hand on Michael's arm. "Liz is here," he whispered.

Michael quickly scanned the quiet hallway. "What are you talking about? I don't see anything."

"I can feel her." He paused and concentrated harder. "She's behind us. She must be using her powers to block us."

"Why?" Michael was trying to sense her, too.

"She's probably talking to Maria and didn't want to be overheard. Can't you feel her?"

"I think so. Maybe." Michael closed his eyes and absorbed the space around him. "She's back by the door?"

"Yeah."

Michael nodded. He was picking up something faint that was distinctly Liz coming from behind them. "So where's Maria?"

"Probably not far."

In unspoken agreement, they began trying to override the mindwarp Liz was creating for them. Opening his eyes, Michael scanned the seemingly empty hallway again. Suddenly, he thought he saw a shimmering form out of the corner of his eye, but when he looked toward it, it disappeared. As he looked away from it again, it shimmered back into existence.

"Max. Over by the door at the end of the hall. No, don't look directly at it," he instructed, his voice carrying no farther than Max. "Look out of the corner of your eye. See it?"

"It's her." They walked over to a window where they could pretend to look out while watching Maria's form as it faded in and out of their perception.

It was getting more difficult for Liz to maintain the dual mindwarps. But things had gone too far. She couldn't stop now. She had to make Maria understand the high stakes involved in the situation in which she found herself. It was time to tell Maria the most important thing she'd kept from her friend.

"Maria, it wasn't himself that Max and I were protecting. None of this was to protect Max."

"Yeah, I know. It was the end of the world."

"No, Maria. It was more than that. The reason that Max came back into the past wasn't because the aliens had invaded. The reason he was here was because he'd lost his family, and was willing to do whatever it took to get them back."

"What are you talking about, Liz? What family? The only family he has is Michael and Isabel."

The projection of Liz that Maria was seeing looked unwavering into her friend's eyes as she said, "That's right."

"What are you saying, Liz, because it sounds like..."

"Maria, the night Max came to me was the night that Michael had died."

The two boys had stepped closer and were watching the shimmering form of Maria as best as they could. She kept fading in and out, and was hazy, indistinct when she was visible, but they were watching her closely and saw her face register complete shock. Her mouth worked for a moment before it finally formed the word, "Michael."

Maria was numb with shock. She was certain she was going to pass out as Liz continued, "Isabel had also died. The only ones left were me and Max. That's why he came back. This wasn't about protecting Max, it never was. We were protecting Michael and Isabel, Maria. That's why I lied to you. And that's why I lied to Max. I didn't have a choice. Not then. Not now. Not when it means their lives are at stake."

Tears were streaming down Maria's cheeks as she whispered, "No. Not Michael."

"Please, Maria, I need you to believe in me. I need you to be my friend. I'm so sorry I lied to you about this, but I swore I wouldn't say anything, and I couldn't risk that any of this would get back to them. Please try to understand," Liz pleaded. "I can't do this without you. I don't know what's going to happen, to me or any of us, and I'm scared. I need you."

"Oh god, Liz." Maria couldn't see past her tears. "What am I supposed to say?"

Liz had been steadily walking toward her as she'd finished talking. Now, she skirted Michael and Max who were standing in the middle of the hallway, looking out one of the windows. Stopping the mindwarp she'd been projecting to Maria, she stepped in front of her weeping friend and pulled her into a tight hug.

Max sensed Liz approaching. When Maria disappeared all together, he said in a normal voice, "Come on Michael. Let's go back in. They'll come back when they're ready."

Maria jumped at his first word, and turned around. Her eyes widened to see the two of them standing there, not five feet from them. She clutched at Liz's hand in a panic. "Oh my god, Liz!"

"Don't worry, Maria, they didn't hear anything."

Maria's eyes were fastened to Michael's frowning face as he walked past her. "They didn't?" She was so confused she didn't know what to think at this point.

"No." The two of them watched the boys that had so dramatically changed their lives pass back through the door to the biolab.

Once they were gone, Liz was able to fully concentrate on her friend. "Maria, you have to promise me that you won't ever tell Michael what I've told you. Please."

"But Liz, how can I keep something like that from him?"

"Maria, we don't even know if it's going to happen, right? I mean, we changed the future, so now we don't know anything that's going to happen anymore." Liz closed her eyes for a moment. Then she opened them again, she was filled with a new determination. "I won't ask you to keep this from him forever. Just give us a little more time. Ok? A couple of weeks at the most. Max and Tess have gotten a lot closer since the trip to New York. They just need a chance to become friends."

"What are you going to do?"

"I don't know. Maybe nothing. It's up to Max and Tess now."

Maria reached for Liz and again they hugged, offering each other some much-needed comfort. As they broke apart, Liz asked softly, "Are you ok?"

Maria nodded. "You want to come back inside with me? Alex must be going crazy by now." Maria tried to smile, and hand in hand, they returned to the biolab classroom where Isabel waited with Alex.

After a few minutes, Max walked over to Liz and asked, "Is everything ok?"

Liz looked toward Maria and smiled. "Yeah. Everything's great."

"Are you sure? She seemed like she was really mad."

"Yeah. Um, it was just a best friend thing. It's over. I'm sorry she snapped at you. It wasn't about you."

"Wasn't it? You know, Liz, everything she said about me was true. It was because of me that you had to start lying to her and Alex. And your parents and Valenti. You'd probably never told a single lie in your entire life until that day."

"There you go again, putting me up on that pedestal again, Max."

Max smiled at her, "You're saying you lied before then?" She nodded, her face serious. "Yeah? Who'd you lie to?"