Maria was back with her drinks as Liz was finishing writing up her orders. The boys on her side of the table were more interested in flirting with her than telling her what they wanted to drink. One of them had gone so far as to reach out and finger the silver fabric of her apron while teasing her about helping her undo the knot later. She just shook her head and ignored him.

When she turned away, Max was on his feet in an instant. He strode over to their table and put his hand on the shoulder of the kid who had touched Liz. "Does this look like a petting zoo to you?" Max asked.

The other boy looked up to make some smartass remark, but quickly changed his mind at the look on Max's face. "N... no."

"Good. Then you shouldn't have any trouble keeping your hands to yourself."

The kid just nodded and Max returned to his seat. Maria and the whole rest of the restaurant was watching him, but he ignored them all, his dark eyes trained solely on Liz as she poured out the drinks listed on her order pad.

It was painful to watch. She was normally so efficient, her quick mind able to remember the beverages effortlessly, but tonight, she had to keep rechecking the notes she'd made in order to make sure that she was getting the order right. Max wanted to just pick her up and take her upstairs. He was certain that if he could just get her to lay down that she would fall into an exhausted sleep, but the independent streak in her kept him in his seat. She wouldn't take kindly to being bossed around.

Liz was doing everything she could to keep moving. The effort she was making just to stay afloat was draining off the last of her reserves. There was still twenty minutes to closing, then clean up, then homework... would the night never end? Maria came over and hefted the drink tray and took it back to the table for her. Bless Maria. She was the best friend a girl could ask for. Liz picked up her order book and headed back to the table. She never made it.

About halfway there, the room began to do a slow spin. All of the blood drained out of her head and what sounds she could hear were echoing noisily around in her head. Black spots began to swim in front of her eyes just before everything went dark. With a sigh, Liz crumpled to the ground, unconscious.

"LIZ!" Maria' shout sent shivers down Max's spine. He had a moment of unreality as he looked over to where Liz's body lay lifeless upon the ground. Maria's voice was echoing in his ears was exactly as he remembered it from the day of the shooting. He was on his feet and moving before he knew what was happening.

"Call an ambulance," he said, grabbing Maria's arm before yanking her out of his way. "Liz? Liz!" He dropped to his knees next to her.

"Oh my god!" Alex was next to him Isabel and Michael were on her other side.

Max was trying frantically to get her to respond to him, but the effort was for nothing. Liz lay on the floor, still as death. An icy hand gripped his heart, and he started shaking. "Liz. Liz?" He dimly became aware that Michael was talking to him. "...upstairs. Max? Did you hear me? Let's take her upstairs." His friend bent and was preparing to lift Liz into his arms when Max suddenly snapped out of his daze. He grabbed Liz to his chest and lifted her effortlessly. The customers that had gathered around cleared a path for him as he strode toward to the back of the restaurant, his friends at his heels. He was about halfway up the stairs when Liz stirred in his arms. He stopped dead in his tracks and peered through the shadows at her pale face. "Liz?"

"Max?" she asked sleepily.

"Yeah."

She lifted her arms around his neck and clung to him tightly, breathing in his presence. "Max, I had the strangest dream." Her eyes opened slowly. She looked up at him as if to confirm that he was holding her and snuggled deeper into his arms. "I dreamed that everything was awful, and... and you hated me."

"I could never hate you," he declared, huskily.

From behind him, Alex asked with relief clear in his voice, "Liz are you ok? What happened to you?"

"Alex?" She moved so that she could look over Max's shoulder. From this vantagepoint, she could see Alex, Isabel and Michael were all directly behind Max on the stairs. They were all looking at her with varying degrees of relief and concern. "What's going on? Why are you guys here?" She was disoriented. The only thing she knew for certain was that she was in Max's arms and he was looking at her like she was his heart and soul, just like he used to. But wait, that was wrong... She frowned, looking deeply into his eyes. He shouldn't be looking at her like that. But why not, a part of her argued. It was how he'd always looked at her. At least until... Her fuzzy mind suddenly cleared. Her entire body stiffened in his arms.

"You fainted in the café," Max supplied. "We were taking you upstairs. Are you ok? An ambulance is on its way."

"No, Max. I'm ok. Just a little tired. Please put me down. I'm fine, really." She was vainly struggling to get out of his embrace, fighting herself as much as the strong arms that held her.

Ignoring her, Max clenched his teeth against the obvious retort that she wasn't ok. People who were fine didn't just faint and scare the hell out of their friends in the process. Without a word, he continued up the stairs.

"Max, really. This is ridiculous. I can walk just fine. Please put me down."

"No." That one word said it all. She was silent the rest of the way up the stairs. He strode into her bedroom and deposited her on the bed. She immediately jumped up, only to have her way blocked by her friends, none of which were willing to let her go back downstairs without some sort of explanation from her.

Alex came to stand next to Max. "Liz," he said warningly, "I swear to god, if you don't tell me what's wrong with you, and I mean right now, I'm going to call your mom and dad in Albuquerque and tell them that you're sick."

Liz gasped at that heavy-handed tactic. "Alex, you wouldn't."

His silence was all the answer she got. He folded his arms across his chest and waited. Liz huffed and mimicked his stance. "I'm telling you that there's nothing wrong with me. I just got a cold or something. There's no reason to get my parents all upset over nothing."

"Then what happed downstairs, Liz?" Isabel asked. "People with colds don't just go around fainting."

"How would you know?" Liz asked. "You guys don't get sick." Realizing how nasty that sounded, she paused before trying a different tact. "I'm just a little tired. I've been under a lot of stress lately, and now with this flu or whatever, it just got the better of me. I feel fine. I promise." She looked at her friends, willing them to believe her.

Max looked at her. He tried to see past the evidence of stress and fatigue on her face to get to the truth. He took a step forward and wasn't surprised when she retreated a step. "Liz, may I... you know... just to make sure."

Liz stared at him in open-mouthed shock. He wanted to make a connection like he had the day he healed her of the gunshot wound in order to make sure she was telling the truth. "No, you may not." She backed even further away from him. "What are you now, Max the living polygraph test? I'm telling you that I'm fine and I resent you implying that I'm lying to you."

It was Max's turn to be shocked. "Liz. That's not what I meant."

"No? Well, that's what it sounded like."

Maria took that opportunity to enter the room, announcing, "The ambulance is on its way. How are you doing?" she crossed to Liz's side and was surprised when her friend gripped her arm urgently.

"Maria, you're just going to have to call it back. I'm fine. I'm not going to the hospital."

"Yes, you are." Max argued.

Isabel was thoroughly confused and looked from Max to Liz and back again. "Ok, wait. Liz, when the paramedics get here, will you please let them look you over. If they say you're fine, then we won't insist on you going to the hospital." Max looked ready to object when she added, "And you will get in bed and stay there until morning. Maria and Michael will close the CrashDown." She saw the stubborn jut of Liz's jaw and added, "It's either that or we call your mom and dad and you get a trip to the hospital."

Liz looked at the faces of her friends. Isabel and Max weren't going to budge, she knew. Neither would Alex. Maria was just worried, as was Michael. She tried to think of a reasonable objection, but the exhaustion that had caused her to faint downstairs was again claiming her. It became too much of an effort. She nodded and sat down wearily.

Max let out a sigh and looked at his sister gratefully. Alex sat down next to Liz and hugged her to him. "Parker, if you ever scare me to death like that again..."

Liz laid her head on his shoulder. "I'm sorry, Alex."

He hugged her to him in response, and watching them, Max felt a stab of envy for their close relationship. Once upon a time, it would have been him holding her close like that. He would have been the one stroking her hair, telling her that everything was going to be all right.

"Come on, Guerin, we've got work to do." Maria said, and they returned to the restaurant.

The ambulance arrived less than five minutes later, and after taking her pulse and asking her about what she'd been eating, how she'd been sleeping, and was she on medication, they gave her a clean bill of health. After cautioning her to take it easy for the next twenty-four hours, they left her alone.

While the paramedics were with Liz, Isabel called her mom to let her know that she would be spending the night with Liz. Diane wasn't happy about Isabel staying out of the house on a school night, but when her daughter told her that Liz's parent's were away, she'd relented. "Just don't stay up too late, ok, honey?"

"Ok, mom. I doubt Liz will still be awake in ten more minutes."

Max was sent home to get some clothes for her to sleep in as well as an outfit for tomorrow, which she'd asked Diane to pick out. When he'd returned, he hurried into Liz's room. Isabel had helped put Liz to bed, and the dark haired girl was sound asleep when he'd walked in. He stood over her helplessly as Isabel went into the bathroom to change. He studied her without distraction and was sobered to realize how tired she looked, worn out. Her cheekbones were more prominent in her small face than usual, the shadows beneath them more pronounced than he'd ever seen them. Her long dark lashes couldn't conceal the bruises under her eyes.

The sight of her tore at his heart, and he couldn't prevent himself from sitting next to her and stroking her hair. "Liz..." he whispered, his throat aching for her. "What's happening to you?"

He cast his mind over everything he knew about her, all of the recent events that had happened to her: the stress of breaking up with him, and the whole Kyle thing, getting sucked into a time bubble and returned again, and discovering that she'd been changed back when he'd healed her, then using her powers for the very first time to reach him across 2000 miles... It was a lot. Plus he hadn't exactly made things easier for her. First with accusing her of betraying them to the Skins - he still couldn't believe he'd thought it, let alone said it - then the whole trip to Copper Summit, then telling her he was going to New York with Tess. The heartbroken look on her face when he'd given back the precious pocketknife she'd given him last Christmas still tore at his guts. It was a wonder that she didn't hate him by now. He'd been a complete jerk.

"I just... I don't want you to hate me." Her soft plea from a couple of weeks ago rang in his ears, adding to his guilt. As if he could. Didn't she know how much he loved her? She was the other half of his soul.

Remembering all of the pain he'd caused her recently..., he didn't like himself very much anymore. Taking advantage of her in her slumber, he bent over and pressed a kiss to her forehead. The touch of her skin against his normally electrified him, but tonight, it only deepened his sorrow. She sighed softly, turning toward him. "Max..."

He rested a hand against her cheek. "I love you," he whispered into her small ear.

He felt as much as saw the wave of heat that pinked her cheeks at his declaration.

"How's she doing?" Isabel was standing in the doorway watching him.

Max looked up at his sister, his eyes hooded with worry and something more. "She's asleep."

"You should be going," Isabel suggested gently, knowing that Max wanted to stay and watch over Liz in the night.

"Yeah," Max agreed, but he didn't budge.

She walked over and stroked his hair. "She's gonna be ok, Max. She's just a little worn out."

He turned to her suddenly and hugged her to him tightly, taking comfort in his sister's presence. "Isabel, I can't help but feel this is all my fault."

"How could this be your fault, Max? Liz just tired herself out. That's all. All she needs is some rest."

"No, Isabel. It's more than that." Behind them, the door cracked open and Maria and Michael, finally done cleaning up the restaurant for the night, stepped inside Liz's bedroom. "Something's happened between us, and I've said things, done things... to hurt her." He took a shuddering breath. "I know that if it wasn't for me she wouldn't be sick like this."

Maria, the only one aside from Liz who knew the story of what had happened between her two friends, felt her eyes fill with tears. So much pain, but there was nothing to be done about it. Liz had done what she had to do to stop the end of the world, and there would be no going back, but Maria's heart ached for her friends. She wished there was something she could do, something she could say to make everything all right again. But what could she say? If only she could turn back the clock and stop them from going down this destructive path they'd chosen. If she could, she would go into the past and kick Future Max's ass. The ridiculous thought made her want to giggle, and suddenly she felt a little better than she had in the last couple of hours.

She and Michael stepped into the room and Maria went to sit down on Liz's other side. The four of them talked quietly for a couple of minutes. They all agreed that Liz wasn't going to school in the morning. Isabel and Maria both volunteered to play hooky with her to keep her company. Max and Michael would bring the three of them lunch at noon.