Maria: "So?" giving off a sound of slight irritation.

Liz: "It doesn't change anything! (reflective pause) I know we can't be together, I know the consequences, I've even told YOU!"

Maria stands in front of Liz and stares at her in the eyes.

Maria: (with a demanding yet caring tone)"Liz, things have changed."

Liz: (more calm and curt) "Yes, Max and I are FRIENDS-That's the change. I'm tired Maria."

With that Liz begins to head upstairs, mumbling, "If only I could sleep." Once there she changes and heads to her bed still mumbling to herself: "Dreams, all the same, just that night over and over again. . .Why is my life so complicated?. . . (Amused at herself for thinking aloud) Oh yeah, I'm in love with an alien, and just because we are soul mates and love one another means the end of the World. Scratch that TWO worlds."

Back at Maria's: Maria has just gotten into her bed and begins to turn out the light. A tapping begins at her window.

Maria: (without looking) "Come on in Michael." She looks at the window when there is a pause, "Sorry, Max, you can come in, too. . .(a little confused and then curious), So what brings you to my window at night?"

Max: (he seems a little confused himself and stumbles into the window, as he regains his feet his words start to stumble out) "Thanks, well, I need some information, you seem to know about what's going on. . .I mean what's going on with Liz? I know there is something really weird going on, but I can't figure it out."

Maria looks at him quizzically thinking about her earlier conversation with Liz, she adjusts herself to sitting upright.

Maria: (matter-of-factly) "Max, she loves you, but she fears the consequences."

Max: (a little confused) "I know the whole destiny thing is odd, I'm not sure of all the information we've gained, me being different, it's hard to be safe, and all of this we have managed through, but what has changed her thinking, Tess? Kyle? What consequences?"

Maria: (not quite thinking) "Well, there is (she trails off, remembering this is Liz's secret, even though it would be so much easier if she just told him the truth)"

Max is looking with anticipation and then there is silence.

Max: (frustrated) "Spit it out Deluca."

Maria: (shaking her head) "All I can say is that, I know she loves you, everything is not what is seems, and she will be the one who will have to tell you."

Max: (confused and irritated) "Tell me what?"

Maria: (matter-of-factly) "Trust me on this one Maxwell, I am not going to give it up this time."

Max seems a little confused, but he heads out of the window after thanking her. Maria, lies back on her bed and turns off the light with a sigh of relief, she almost spit everything out.

Evans house

Max is lying on his bed thinking when he sits up.

Max: (muttering)"It's the only way."

He gets up and goes to Isabel's room. Her door is slightly open, and she is flipping through a magazine.

Isabel: (not too concerned) "Max, I'm not going to do your dishes again."

Max: (a little unsure of himself) " It's not that"

Isabel: "Okay, then ask me and then I'll answer."

Max: (now confidant) "Could you bring me into Liz's dream."

Isabel: (now concerned) "I thought you guys had made up, I mean, why would you want to invade her privacy."

Max: "Well, sort of, there are some things that are standing in our way, but I just can't figure them out, and after talking to Maria, it seems this may be my only way. I know it is an invasion of sorts, but I can't think of any other way, besides kissing her, which she keeps backing away from."

Isabel: "Okay, so if you can decide this is what you need, then I will help you, but you have to promise me not to get upset at anything you see, this is a dream. A person's subconscious can be an odd place (she pauses hoping he will decide against it seeing he is still into it she continues) Okay, you have to promise to stay in the background, I know you are connected in some way, so make sure to stay back or she could find us there."

Max: "I promise, so can we do this." (He hands Isabel a picture of Liz)

Isabel: "I don't need it for Liz, we connected to help you. Are you ready."

Max nods his readiness and Isabel and him lay back on her bed with their feet still on the floor. Isabel takes Max's hand.

Isabel: "Take a deep breathe, think of Liz, and now lets close our eyes"

They were in immediately, Isabel seemed a little in awe as they were standing toward the back of Liz's balcony, she started to giggle at the sound of Max singing below. Isabel regained her composure as Max tensed beside her. They watched as the scene played on.

Liz: "Wow, that's really embarrassing."

Future Max: "I know, but I had to do something to get your attention. You would shut me out. As I threw the flowers up to you I remembered you preferred white roses.

Liz: "What are you doing here?"

Future Max: "I can't tell you too much Liz. Only what you need to know. Fourteen years from now we are taken over by our enemies."

Liz: "Uh, who's taken over?"

Future Max: "Everyone. Earth. I need you to help me keep that from happening. We need to change the future. What we do here has to be precise, surgical. No one can know I'm here. Especially not me. That is. . .my younger self."

Liz: "Uh, what is it you wanna do."

Future Max: "Not now your dad is coming."

Max and Isabel watch as every moment with future Max plays in front of them. Finally, they come out as they watch Future Max disappear. Max and Isabel have tears streaming down their faces, they look at each other in pure sadden shock.

Isabel: "Oh god, Max, I had know idea. . .about any of this."

Max: "Neither did I, now you understand why I had to do it."

Isabel: "No Max, I never really figured how much she loved you, she gave all this up for Me, Michael, the world, and you. I never thought anyone was that strong. I know she loves you, but I never even suspected she cared for all of us this way. This much."

Max: "I knew, but she knew my insecurities and how to keep me away. I knew there was something more."

Isabel: "So, what do we do now? I mean how can I help you, how can I help you both without jeopardizing,"

Max: (cutting her off) "everything. Okay, I need to come up with something. I need to talk with Liz. I need to talk to Tess, and then I'll need to talk with everyone. We need to do this, but we're going to have to wait 'til tomorrow, (he looks at Isabel's clock to see that it is 2am). Actually, until the sunrises, it's already tomorrow."

Isabel: "I WILL do whatever needs to be done, not just for me, but for you and Liz."

Max: "I know, and I will definitely need your help, but for now lets try and sleep."

With that Isabel and Max hug and he heads towards his room.

Crashdown Saturday Morning, Liz and Maria are both getting ready to work again. Michael is also there getting ready for work. Liz is really quiet and seems tired. Maria and Michael are throwing each other heated looks. Liz notices that it seems their on-again-off-again romance is heading towards a down point, and it pulls her from her own thoughts.

Liz: "So, what did he do now?"

Maria: "Actually, it's what Max did."

Liz: (confused) "What, he did something to you guys, too."

Maria: (conflicted) "He came over last night, and Michael saw him coming out my window."

Liz: (now a little anger in her voice) "What did you tell Max last night? You didn't!"

Maria: "Wooo, hold your horses. I did't tell him ANYTHING about what you told me!" Hearing Liz's tone made Maria grateful that she had kept her mouth shut.

Liz: "Okay Maria, but what did you tell him? I really need you to tell me."

Maria: "Nope, as I told him, you will have to talk with each other. I am not doing well in the middle these days (as she looks at Michael)."

Liz gives her a look and walks to the back. At that moment, Max and Isabel are at the door of the Crashdown. Maria goes to open the door for them and for the start of their day.

Max: (very happy) "Thanks Maria! Where's Liz?"

Maria: "She's in the back, why are you so chipper?"

Without even noticing, Max starts running towards the back. Isabel takes a seat at their usual booth.

Maria: "So, why is your brother all excited? Did Liz finally tell, I mean talk with him?"

Isabel: "Not exactly, wait a minute, she TOLD you, and YOU didn't tell anyone, not even Michael!"

Maria: "So, he now knows, you obviously know. So, what is this not exactly part, and I know I'm not about to refer to the not even Michael part. She told me to tell no one, and that is what I did. You forget. I am not about to tell everyone everything (she pauses then smiles) ALL the time."

Isabel is about to answer, when Maria looks at her.

Maria: "You didn't (Isabel just looks with a shy smile) you did. Oh my. You think I was pissed when I found out. BUT, this needed to get out."

Isabel: "Yup, I can't even imagine, and definitely. Now, what do we do? Max went to talk with Liz, but we all need to talk about this and talk with Tess."

Maria: "Lets wait for Max, in the mean time. . .what can I get you?"

In the back, Michael is staying away as Liz and Max meet each other. Max is about to speak when Liz runs up and attacks him with a kiss. *Flash* Max sees Liz wake up and look at the clock. It reads 1:55am. He feels her confusion, anger, relief, and love. Liz sees his discussion with Maria, Isabel and his dreamwalk and their later discussion. She feels his relief, sadness, guilt, and love. Liz gets even more this time, she feels Isabel's love and relief for Max, and her acceptance, appreciation and caring for Liz.

Liz: (a little out of breathe, but full of emotion) "How did you know that was the only way."

Max: (confused) "I just did. I thought of every way of getting in your head. Kissing seemed to be out, and Maria would NOT budge. Finally, I thought of it."

Liz: "I was so upset when I woke up and realized."

Max: "Yeah, that's what I don't get. How did you know we were there?"

Liz: "I just did. I felt you both observe, but I couldn't get you out. We have a lot to discuss, but right now, I have to start to work. You and Isabel need to talk with Tess, and then we all need to sit down to discuss everything."

She kisses him again and heads out to the front of the restaurant.