She thought he was an asshole.

Her best friend had threatened him.

Max shook the thoughts from his head and grabbed one of the video boxes. He read the description 3 times before it finally registered. He gave up.

As he left the video store, he nearly knocked Maria to the sidewalk. He put out a hand to steady her. She grabbed it, then let it go abruptly when she realized whom it was attached to.

"Oh, it's you," she sighed in disgust.

Max rolled his eyes in equal disgust and started to push past her.

Maria stopped him. "Max, wait."

He stopped and turned around slowly, deliberately. He marked his words carefully. "What do you want, Maria?"

She gave a sweet smile. "I could use a ride."

He blinked a couple of times, then gestured in resignation toward the jeep. Maria hopped in, happy she didn't have to walk home. Max started the engine, then reached over and clasped Maria's seatbelt across her lap. She looked at him in confusion, then he grabbed the end of the belt and pulled it tight across her.

"Wouldn't want you to fall out," he said, a tinge of threat in his voice.

Maria had the sudden realization that this might not have been a good idea. She confirmed that thought when Max threw the jeep into reverse and squealed the tires. He banked the vehicle hard to the right as he screeched out of the parking lot. Maria had to grab the dash to keep from toppling over in the seat.

Max gunned the jeep's engine, quickly shifting gears as they sped through the streets of Roswell. Maria clutched the dash the whole time, a look of total fear on her face. Max was smiling; it was an evil little smile. When he reached her street, he didn't bother to brake as he took the corner. He only slowed down enough to keep the jeep from flipping over. He slammed on the brakes in front of her house, nearly sending her into the dash.

Maria's heart was pounding in her chest and her knuckles had turned white. She turned a frightened face to Max.

Max unclipped her seatbelt, then slid his arm cross the back of her seat. He leaned in close to her, as close as she had been to him in the Crashdown. "Now you listen to me," he said, his voice menacing. "Don't you EVER threaten me again." His eyes bore holes into hers and she felt the same intimidating flip in her stomach that she'd felt earlier in the day. "Do you understand me?"

She nodded as she released her grip on the dash. Without a word, she slipped from her seat and started to walk shakily up the sidewalk to her house.

Max watched her retreat in defeat and felt a sudden pang of guilt. What was he doing? Jeez, he WAS an asshole. He swung his body out of the jeep and jogged up to her. "Maria, wait," he called. He took her arm and she tried to recoil. "Please, Maria, wait," he repeated, his voice gentle. He tightened his grip on her arm and turned her to look at him.

There were tears in her eyes. Max felt a lump form in his throat. Oh, God, he'd made her cry! He'd never seen Maria cry and it broke his heart. Her full lips were pursed into a pout, her eyebrows were drawn up together and she had a devastated look in her eyes. Max was reminded of a reprimanded three-year-old. He released her arm but not before he rubbed it reassuringly.

"I'm sorry," he said, meeting her eyes. "I didn't mean to frighten you."

At his words, she started to sob, her eyes closing entirely, her lips parting. Her shoulders shook as the sobs racked her body.

Max shifted his weight, not sure what he should do, then he reached for her and held her while she cried. He soothed her, smoothing her hair, rubbing her back. After a while, he started to get the feeling this wasn't entirely about him being mean to her. His little stunt shouldn't have produced those kinds of water works.

Finally she disentangled herself from him and stood back, a little embarrassed. She ran a hand under her nose and wiped at her eyes. Max found a Kleenex in his jacket pocket and handed to her. His smile was gentle as he rested a hand on her shoulder and stooped to peer into her turned-down face.

"You okay?" he asked, a hint of amusement in his voice.

She gave a weak little laugh. "Yeah, I think so."

"Are you sure? Because I know I'm a jerk, but, jeez…"

She laughed again and finally looked at him. "It's just, you know." Her eyes started to tear again and she waved her hand in the air as she tried to form the words.

"Michael?" Max offered.

Maria nodded.

"You want to talk about it?" Max wasn't sure what he could say to comfort her, but perhaps he could just listen. Talking had to make her feel better, and hearing someone else's problems might help him forget his own for a while.

Maria sniffled, then nodded. "All right, but you have to come in through my bedroom window."

Max laughed, nothing more than a puff of air. "What?"

"Just humor me, okay?"

He looked at her warily, then started to walk around to the back of the house.

______________________________________________________________________

Kyle bought a large tub of popcorn and a couple of sodas to share with Liz, then they picked out seats near the rear of the theater. The place was nearly deserted. Liz realized sadly that maybe Kyle preferred his life empty these days. She'd found him in an empty restaurant, and now he was seated in an empty theater. Human interaction seemed an effort to him.

They munched their popcorn and talked amicably while they waited for the first movie to start.

"So, do you do this often?" Liz asked, taking a sip of her soda.

Kyle shrugged, swallowed his mouthful of popcorn before he spoke. "Depends on the films they are showing. Some times I just run."

"Run?"

"Yeah. When I can't sleep, I run."

Liz wanted to question Kyle as to why he suddenly couldn't sleep at night, but she didn't want to be the one to bring up the whole shooting incident. She felt like Kyle needed to come to that point by himself. It saddened her that Kyle's world had been rocked enough to throw him off-kilter and mess up something as basic as sleeping.

The first film started, and Liz realized she'd forgotten how funny they were. It was good to laugh and it was good to see Kyle laugh. By the third movie, she'd become sleepy and nodded off, her head resting lightly on Kyle's shoulder.

Kyle walked Liz home. The night air was damp and chilly and a light fog had started to invade the low-lying areas. They didn't talk much since both of them were sleepy from being up late. When they arrived at Liz's door, Kyle shoved his hands into his pockets and looked at his feet.

"Can we do this again?" he asked. He looked up at her. "I enjoyed…the company."

Liz smiled gently at him. "Of course." She waited, wondering if he was going to try to kiss her. She wondered if she wanted him to kiss her, and she was surprised that a little part of her kind of wanted him to. She remembered kissing Kyle and it hadn't been an unpleasant experience. Nothing like what she'd experienced with Max, but Kyle had been fun.

"Okay, great," Kyle replied, stepping down off the porch. "Good night, Liz." And he was gone into the night.

_____________________________________________________________________

Maria hoisted open her bedroom window and let Max in. He looked at her, bewildered.

She shrugged her slim shoulders. "Alien entrance," she explained.

Max smiled. What was it with her and Liz that they wanted their boyfriends to climb through their windows? Wait, what was it with him and Michael that they wanted to climb through their girlfriends' windows?

He glanced around Maria's room, noted that her tastes were on the opposite end of the universe from Liz's. She had a beaded curtain over her window. There were various bottles of oils spread across her dresser and nightstand. Her bedding was made of a large floral print. In short, her room was more "girlie" and more "hippie" than Liz Parker's would ever be.

"Welcome to Chez Maria," she joked as she peeled off her coat and tossed it into the corner. She turned to Max and held out her hand for his jacket. He took it off and she tossed into the corner with hers.

"Is your mom going to get upset I'm here?" Max asked, looking toward the door.

Maria stopped in front of her dresser and ran a comb through her hair. "She's not home."

Maria went out the kitchen and retrieved some snacks, then she and Max sat on her floor and munched.

"I love Michael," Maria began simply.

Max looked at her sympathetically. "I know."

She sighed, shoved a potato chip heavy with dip into her mouth. "I just don't know if he loves me."

Max knew Michael loved Maria. If he didn't, he wouldn't be keeping his distance. The same way that Max loved Liz and Max kept his distance from her. It was better, safer, for them this way. After what Agent Pierce had done to Max, after he'd threatened to kill Liz, there was no way he could be with her, to make her a target for the next person who came along.

Maria was looking intently at Max. "And Liz loves you, Max."

He swallowed but didn't say anything.

"Do you love her?"

Max didn't reply. Instead, he looked at the carpet, which was a very bright mauve. She had weird tastes, this one.

Maria sighed again, rubbing her eyes with her hand. Max noticed that she was wearing a nail polish that looked almost black. He dug into his memory and realized that Liz never wore colored nail polish at all. Maria and Liz were as different as he and Michael.

"Okay, Rocketman," Maria began. "Let me tell you what I think. I think someone told you and Michael that chivalry isn't dead and that you should do whatever it takes to protect 'the little lady.' Am I right?"

Max couldn't help but smile at her analogy.

Maria gave a little laugh and waved her hands in the air. "I'm right, aren't I? God, I just knew it." She shook her head in disgust and disbelief. "We're big girls, Max. We can make our own decisions, take our own risks."

"I realize that."

"Then what are you and Michael up to? Do you think we don't realize that being with you has it dangers? Did you ever stop to think that we don't care? That maybe…" her voice trailed off. "That maybe we love you too much to let you go?"

Max noted that she had started addressing him instead of speaking about Michael. He stared at the floor again. It really was an unattractive color.

Maria pushed herself to her knees and crawled over to him. She stopped before him, lifting his chin with her fingers. For some inexplicable reason, Max found his eyes settling on her lips. They were coated with a thick layer of gloss that even the snack foods hadn't marred. He thought briefly about Liz being a minimalist in the makeup department, and then his thoughts were back on Maria's lips, on their fullness. He wondered what they tasted like…He wondered why he was wondering that. Liz was the only girl he'd ever kissed. Well, except for Tess, and that had been entirely against his will.

Maria moved her hand to the side of Max's face. She felt her heart quicken as she looked into his eyes, which suddenly drifted to her lips. Her stomach did that little flip again, and she wondered if somewhere deep down she was attracted to him. Was he attracted to her? If he wasn't, why was he staring at her mouth? Tentatively, she caressed his cheek with her thumb. His gaze returned to hers. She could understand why Liz had gotten lost in those eyes - they seemed to be a window straight into his soul.

"I'm lonely," she said simply, softly.

"Me, too," Max replied. He brought his hand up to capture hers, but didn't remove it from his cheek.

"I love Liz," Maria stated matter of factly.

Max nodded. "Yeah, me, too." His gaze went back to her lips. He started to move closer, then stopped cold. Was he planning on completing the asshole list today? He would be betraying the girl he loved and his best friend in one fell swoop. For what? Curiosity's sake? Definite asshole behavior.

Maria hadn't stopped when Max had. Her lips brushed across his and she felt that familiar human-alien electricity all the way down to her toes. She stopped when she realized that Max wasn't kissing her back. She pulled back and studied him.

"You okay?" she asked.

He nodded, looked a little sheepish. "It's not that I don't like you," he explained. "Or that I don't think you're attractive. It's just…Liz." He gave a little shrug. "If I kissed you, I would only be thinking about her."

Maria removed her hand from his face, and it was her turn to look at the carpeting.

Max continued. "And I know if you kissed me, if I let this happen, that it would only be an escape for both of us. You would still love Michael and I would still love Liz and we would have betrayed both of them. After all was said and done, things would only be worse."

Maria looked up at him, her lips curving into a gentle smile. "I was right, Max Evans. You are still one of the good guys." She reached over and hugged him to her. "Thank you. For your honesty."

He hugged her back, planted a tiny kiss on her cheek. "We'll make it through this," he reassured her, speaking softly against her ear.

Maria pulled away from him. "Look, I can't do anything about Michael. But maybe I can knock some sense into you. You've told me twice in the last three minutes that you love Liz. And yet you aren't with her, when you know that she wants to be with you. Her day starts and ends with you, Max. Get your act together and do something about it before you lose her."