"Shhhhh.." he whispered softly, in an attempt to calm her down enough so he could find out what was wrong and she just dug her fingers into his back and buried her face deeper into his shoulder. He had no idea what had caused her to break down like this, though he was pretty sure it had one thing or another to do with her father. He slowly stepped backwards towards his bed, all the while holding her tightly in his arms. Her feet dragged slowly along the floor and he kissed her atop the head, smoothing her hair down. "I'm right here..." he mumbled softly, "it's gonna be okay, I'm right here.." he whispered again and suddenly she broke away and tilted her head up at him. Max just looked at her distraught face and his fingertips brushed her cheek lightly. He knew he shouldn't, he should find out what was wrong, and she knew she shouldn't because she had to talk to him. But in the past two weeks, the most communication they had had was when they had kissed in his car earlier that night, and so she kissed him. And he took her face in his hands and kissed her. Her hands hurriedly moved to the buttons of his shirt and, what Liz had started to do in the car happened as the shirt quickly slipped off his shoulders. She knew it was wrong. They both knew they had to talk. And Max tilted her head to the side and his mouth traveled down to her neck. It felt so wrong, but it felt so good.

She allowed him the pleasure for as long as he wanted and his mouth remained buried in her neck, by her ear and her chin until it was she who could no longer take it. She picked his head up with her hands and he knew he shouldn't, but he slipped the cardigan off her shoulders. Self-control was non-existent and his mouth came down on her shoulder again and they were on his bed. Nevermind that Isabelle was probably in the next room, that his parents were probably upstairs in their room right above him. All that mattered right now and all that he could think about was Liz. About how fake the past two weeks had been and about how real these past two minutes were. About how he and Liz were on his bed. How they were progressing to a place Max had never been before.

And suddenly all the questions Liz had brought up in the car that night began to flood Max's mind. What could happen? How dangerous would it be? What risk would Liz be at? And he mumbled her name softly. She smiled and kissed him, running her hands along his back and he said her name again, this time more forcefully. More like he wanted to stop. But he looked to her, laying beneath him on the bed, her arms outsretched around him and he moved in to kiss her again. He couldn't stop. His hands moved to the loose straps of her white tank top and his mouth came down onto her bare shoulder. Her eyes closed as she just tangled her hand up in his short dark hair. Max stopped caressing her shoulder with his mouth for a moment and just rested his head so it was buried in her neck. And he just lay there like that for a moment, absorbing everything, taking everything in, smelling Liz's sweet aromatizing fragrance. He sighed loudly, more to himself than to her.

"We can't..." he mumbled the words, his mouth muffled against her neck.

"Max?" Liz questioned. She had heard something, but she didn't know what. And Max rolled over onto his back so he was laying next to her.

"We can't," he stated, looking over to her and she just bit her lip. She wondered who would be the one to stop, who would be the one to do the right thing. She hadn't been strong enough to stop herself, but she should have known Max would be. "We can't just..." Max's voice drifted and he looked to her and to where his shirt lay discarded on the floor, and she knew what he meant, "-and not talk about, we can't ignore everything that's happened and..." he paused for a moment. "That's not healthy," he said it with a strain in his voice. "I mean I...I used to - I talked to you about everything. Talking to you was easier than talking to Isabelle, to anyone..but now.." Liz sat up and she looked down to where he was laying peacefully, despite the contorted look on his face, looking up at the ceiling.

"I missed you," she said quietly and though the statement seemed random, he knew what she meant and he sat up also.

"I'm sorry.." he suddenly admitted, not so much in reference to his behavior the past two weeks as to everything. "I know what you're gonna say, and I've heard it from so many people, but.." his hand moved up to the place high on her forehead, where there was still a faint scar from the accident.

"Max -" she began to object, just like he knew she would.

"No," he shook his head, "No look, I just..I know everyone says it's not my fault and they say - they say that stuff like this just happens.." Max took a deep breath, "but they weren't in the jeep that night, and - I know that - that none of it would have happened -" Liz interrupted suddenly.

"That's not healthy, Max," she responded simply and when he opened up his mouth again she continued. "I was in the jeep and I saw the other car -"

"I put you in the hospital," Max finally said the fact that had been eating him up inside.

"You saved my life," Liz looked him intently in the eye. "And whatever it is you *think* that you did..you have to know that the day..the day I met you, that we first...that's the day my life began," she confessed. "And I can't even...imagine my life without you."

"Your life would be normal without me," Max stated simply in response, looking down on the bed.

"No, I wouldn't have a life without you," she said the words so casually they made Max jerk his head up. Everything she was saying was everything that Max had ever felt, everything he had never told he. When Isabelle had asked him to explain to her why he had told Liz their secret, he had responded with almost the same exact words. That Liz made him alive. Even before he was friends wither her, before he had even talked to her, knowing her is what made him alive.

"You have to know," Max cleared his throat, "that the whole reason that I...I was scared, Liz." She knew exactly what he was referring to and though the memories of that night were painful, she simply nodded her head. All the things Max had meant to say for the past month he found himself confessing to her as he layed next to her on the bed. "I mean - scared of the things I was feeling because, I've never...*Being* with you is so much more amazing than I ever imagined and I had..I had all these feelings I wasn't ready to deal with, and it's like -" he propped himself up onto his arm and looked over at her.

"I know," Liz nodded her head, "I know, Max - I was feeling the same thing, but the fact that you..that you ran away -"

"Liz -" Max began to protest, and he could tell she still had harbored feelings about that night.

"That you walked away, that you left," Liz paused. "It's like you were giving up...

"Don't think that," he shook his head.

"I can't help it," she shrugged. "And I mean you were scared...so was I!"

"I know -"

"And that message.." her voice drifted. She still had it saved on her machine.

"Liz -"

"I know you say that you were drunk -"

"It's the truth, Liz."

"But why were you drunk? If you were upset why couldn't you just talk to me?"

"Honestly?" Max's voice creaked and Liz just nodded her head. "Because you wouldn't talk to me." At the words, Liz's eyes shifted away from Max. "And that's the worst feeling I've ever had."