Giving her a direct look, he said, "I just woke up a minute or two before you did, and that was what I was dreaming."

Disconcerted, she just looked at him for a minute.

"Well, are you sure it was the exact same dream?" she asked.

"It sounded like it. Michael and Isabel were in my dream, too. And Pierce and his men were- doing things to us," he hesitated, hating to delve into the details of the dream. Thinking about it was making the memories return too sharply. Haltingly, he made himself go on. "Things like...the ice baths, and the, uh- the electric shock, and...they were gonna- cut Michael open." Max swallowed sickly, his eyes focused inwardly on something only he could see. "And Pierce never stopped laughing the entire time," he finished in a low voice.

Liz nodded solemnly.

"It was the same dream," she quietly confirmed.

Shadows of remembered pain darkened Max's amber eyes, and as she tenderly brought her hand up to rest along his jaw, she silently cursed Pierce and everyone else who'd played a part in putting them there.

"You still have nightmares about it?" she asked gently.

His eyes shifted away. "Not- not that often. I was just...kind of thinking about it before I fell asleep. That's probably why I dreamed about it tonight."

The possibility that she'd dream-walked was pushed aside as unimportant as she studied his down-turned face with concern.

Smoothing a hand over his dark hair, she asked softly, "You okay?"

"Yeah," he answered, shaking his head once in a dismissive gesture. "It just...kind of brought it all back, you know?"

Head tilted, her face drawn in lines of compassion, Liz asked, "Well...do you want to talk about it, Max? We never really got a chance to, back- when it happened."

He bent his head toward his shoulder in a negative motion. "Not...really. It's- not something I like to think about, Liz. It happened a long time ago, and I've put it behind me. There just- isn't any point in dredging it all up again."

His eyes never quite met hers as he spoke, and Liz searched his face, wondering if he truly had been able to put it behind him. Had he ever even spoken of it to anyone? So much had happened the day after his rescue, that she was afraid that his experience with Pierce may have been overshadowed as far as Isabel and Michael were concerned. With Michael especially. Besides the fact that he'd had his own crisis to deal with after killing Pierce, that also seemed to be precise time that he'd become so angry with Max, so she was sure that Max had never been able to talk about his capture with Michael.

That left only Isabel. But, would he have divulged the details of what had happened to his sister, or would he have chosen to keep it all inside and quietly deal with it on his own? Knowing Max, it had probably been the latter. It would be just like him to carry around the weight of this without allowing anyone to help him, all in the name of protection. The question was, had he really dealt with what had happened, or had he merely buried it deep inside and refused to ever think about it?

"Okay," she said slowly, her eyes fastened on his face. "But...would you just- promise me that you'll come to me if you ever do want to talk about it, Max? Because, you know, I've already seen some of it in flashes anyway, so it's not like.. you'd be shocking me with- with the horrible details. There isn't any need to feel like you have to protect me from it," she emphasized gently. "So, will you promise? To come to me, I mean?"

His eyes warm with loving gratitude, he lifted a hand to her hair and said, "I promise, Liz. Thank you."

She caught his hand, cradling the back of it in both of hers, and turned her lips into his palm to place a soft kiss there. Laying his palm against her cheek, she said, "You don't have to thank me, Max. I love you, and I want to be here for you. I just...I want to be sure you're okay."

His head dipped forward a little, while he looked into her eyes. "I'm okay," he said.

And for the most part that was true, Max silently maintained. The whole thing really did seem like something that had happened a lifetime ago. Like a terrifying, surreal experience that had happened to someone else. He never talked about it, and he tried to never even think about it. It was only on nights like tonight, when the nightmares returned to haunt him, that he was forced to remember.

Maybe someday he might be able to tell Liz about it. Afterall, like she'd said, she'd seen it in flashes anyway. But not right now. Not when the nightmare had made the wounds feel so fresh.

Liz looked at him for a long moment before finally accepting his assurances with a brief nod and a soft, "Okay. Good."

Her hand followed his as it fell from her cheek to land in her lap, and their fingers lovingly twined together there.

Wanting to take his mind off the nightmare and the very real experience that had formed it, Max changed the subject back to the matter at hand.

"So, uh- you dream-walked," he said.

"Yeah," she said agreeably, understanding what he was doing, and willingly going along. "Um- are we sure that's what it really was, though, Max? I mean, because- I thought I had to be connected to Isabel before I could use her gift."

"Well...we really don't know enough about your abilities to say that for sure, but- what else could it have been, Liz? We pretty much established that it was the same dream we both saw."

"Yeah, I know. But- I just don't see how it would be possible for me to do a dream-walk on my own. I don't have the slightest idea of how I would even go about doing that. So how could I possibly just...do it in my sleep?" she asked, frowning in perplexity.

It did seem unlikely, Max allowed. He would have to ask Isabel to be completely sure, but he didn't think she'd ever dream-walked without making a conscious effort to do so. As far as he knew, none of them had ever had an experience where they'd tapped into their powers while they were asleep. And while it was true that they hadn't experimented with Liz's powers enough to know exactly what she was capable of, it had seemed as though the few experiments they had conducted had led to the conclusion that she needed to be connected to one of them before she could do anything more than simple molecular manipulation. So, what exactly had happened here?

The wheels in Liz's mind were turning just as rapidly as Max's as she tried to come up with an explanation. As a sudden thought occurred to her, she began to chew on her lip a little nervously. If she really was able to do this- to dream-walk without being aware of it- was that what was behind all her recent sleep-deprived nights? Had she been walking into other people's nightmares? Or even more disturbing, had it been Max's nightmares she'd been witnessing? Because, in all the experiments they'd performed with the waking dream-walk, or whatever it was she'd done when she contacted Max in New York, she'd never managed to reach anyone but Max. Would the same hold true with this?

Liz looked at Max with slightly worried eyes and wondered if he'd been suffering from nightmares all week.

Lost in thought, Max's eyes were focused blindly on a point across the room. Feeling the weight of Liz's gaze, he looked over to find her studying him intently.

"What?" he asked uneasily.

Shaken from her stare, she replied, "Oh. Um-" she shook her head, "nothing. I was- just wondering...have- have you been having nightmares this week, Max?"

His expression melted into one of affectionate reassurance and his fingers tightened on hers. "I told you, Liz, I hardly ever dream about the White Room. Tonight was just- an aberration. I promise."

"No, I'm not just talking about that. I mean...in general- have you been having nightmares?"

His brow furrowed, he replied, "No. Why are you asking?"

Dropping her eyes, Liz tilted her head while lifting one shoulder in a shrug. "It's just... I've been having them, and I wondered if- if maybe I was dream-walking then, too."

"You've been having nightmares?" he asked with concern.

"Yeah, um- remember how I told you Monday at school that I'd had them all night the night before?"

He nodded.

"Well...it's happened every night since then, too," she admitted.

Frowning, Max said, "Why didn't you tell me?"

"Because there was really nothing much to tell, Max," she insisted, feeling a little guilty that she'd kept something from him, once again. "I never remember anything about the dreams in the morning. The only way I even know I had them is that I remember waking up scared during the night. And I have these horrible headaches when I first get up."

Max's eyes darkened. He didn't like knowing that Liz had been scared and in pain every night this week and he'd known nothing about it. "I wish you'd told me, Liz," he gently scolded. "I could at least have helped you with the headaches."

"I know. But- I just...didn't want to worry you. You've had so much on your mind, what with someone watching us and all that stuff with Tess...I just didn't want to add to it. And anyway, it's not like there was anything you could do about the dreams. All it would've done was make you worry about me more, and you were already asking me if I was okay every time you saw me."

"Because I was afraid something was wrong that you weren't telling me," he said meaningfully.

Liz winced. "I'm sorry, Max. Really. I- I wasn't trying to keep secrets from you. I just didn't think it was that big a deal."

Relenting easily at the unhappy look on her face, he assured her, "It's not. Don't worry about it, Liz. I just would've liked to have known, that's all." His expression was sympathetic as he lifted his free hand to brush the back of his knuckles against her face. "You've had it pretty rough this week."

She denied it, saying, "It hasn't been all that bad. I mean, it's not like I'm being traumatized by the dreams or anything, 'cause I never even remember what they were about."

He became momentarily distracted by the softness of her skin as he caressed her face, then said bemusedly, "But you thought they were my dreams?"

Shruggingly, she said, "I just wondered if I was dream-walking then, too. And since I've never been able to reach anyone but you when I was awake, I thought it would be the same with this, you know?"

He nodded, but his eyes were following the path of his index finger as it trailed over the curve of her jaw, down the side of her neck, then lingered to play at the hollow of her throat. "They weren't my dreams, though, if they were nightmares," he said absently.

Liz made no reply, and when the silence stretched out without Max seeming to notice, her lips quirked with amusement. "I think I'm losing you, here."

"What?" his eyes jerked up to meet hers and his hand fell away guiltily. "No you're not," he denied automatically. "I was just...thinking."

Cutting her eyes up at him in a flirty manner, and said teasingly, "Yeah? What were you thinking, Max?"

His eyes fell away as he cleared his throat, then the corner of his lip tipped up in a gesture of admission. "You mean, besides the fact that your skin feels exactly like a rose petal?" he asked self-deprecatingly. "Not much, actually."

Liz made a soft sound of laughter as her lashes lowered shyly.

Smiling, Max dropped his eyes as well, then visibly pulled in a breath.

"But, uh- before I got...completely hypnotized by the feel of your skin," he said the last dryly, and Liz dimpled up at him, "I was thinking that maybe we're making all this more complicated than it really is."

"What do you mean?" she asked, shaking her head in confusion.

"Well, just that maybe what's been happening this week is nothing more than you having nightmares. I mean, with everything that's been going on--" he made an apologetic face, "that would be understandable, right? And what happened tonight...maybe you were right to begin with and it wasn't a dreamwalk at all. Maybe we just somehow connected, and- we shared the same dream."

She thought about that for a minute, then said, "Kinda like when we both saw the same flashes last week."

"Right," he agreed.

Liz nodded consideringly. "Yeah, you know, you could be right."

"But, just to be sure, maybe you and Isabel could get together sometime this weekend and do some experimenting with dream-walking. Find out exactly what you can do."

She nodded to show that she thought it was a good idea, then her eyes suddenly began to gleam wickedly.

"A sleep-over?" she said suggestively.

Max grew still as their eyes locked, and a slow smile crept across his face.

"Think your parents would go for it?"

"Only one way to find out," she replied with a grin.

At the mention of her parents, Liz realized that she needed to be getting home. She had no idea how long she and Max had slept, and she looked over at the bedside clock to check the time.

"Oh my gosh, Max! Is that what time it is?" she exclaimed, scrambling up off the bed. "I've gotta get home! My parents'll freak if they find out I haven't been home all this time."

Max had forgotten about the time while they'd been talking, and he quickly followed her up, and led the way over to the window.

"I'm sorry, Liz. I shouldn't have fallen asleep," he apologized, climbing out ahead of her.

She let him help her out, then told him, "It's not your fault, Max. I did it first."

They hurried around to get into the jeep, and Max quietly coasted away from the house. As they sped down the darkened streets of Roswell, he was extremely grateful for their deserted state. He only hoped that if anyone from the local police force was patrolling on the graveyard shift, it would be their good friend, the sheriff.

When they pulled up in front of the Crashdown, Max turned off the engine and said, "I'll see you up."

Liz paused in climbing out of the jeep. "You don't have to do that, Max. You should get back before you get caught."

He shook his head. "I'll feel better if I see you up safely. Anyone could be waiting for you on that balcony, Liz."

She looked up at her bedroom window and gave a little shiver of apprehension at the thought of someone lying in wait for her up there.

Nodding her assent, she got out of the car, and Max followed. He climbed up the ladder first then took a quick walk around the balcony. When he was finally satisfied that everything was as it should be, he came to a stop near Liz's bedroom window.

Liz moved away from the ladder and went over to join him. Wanting to make sure there were no parental surprises waiting for her inside, she crossed in front of him to peer through her window, and was surprised when he grabbed her by the arm and swung her around to face him. She got only a glimpse of the pale shadow of his face before he pulled her against him and his lips came down on hers. She gasped as their bodies came crashing together, and Max took instant advantage of her open mouth, his tongue plunging in for a taste of her familiar sweetness, while his lips passionately ravaged hers.

Her heart skipped a beat, then took off at a galloping pace at the suddenness of this forceful kiss. Scrambling for purchase, her fingers wrapped tightly around the collar of his jacket and hung on for dear life, as he wrapped an arm tightly around her waist to lift her to her toes and mold her against the front of his body. His free hand came up to the back of her head, positioning it so that he could deepen the kiss still further, and the thrilling movements of his tongue as it plundered every hidden secret of her mouth sent a heavy heat pumping throughout her every extremity.

A small whimper of protest escaped her when he pulled his lips from hers, and his breath beat against her face in short, agitated gusts as he gazed down at her with glittering eyes. Unable to form any coherent thoughts through the fog in her brain, Liz could do nothing but look up at him dazedly.

Huskily, he said, "Just wanted to make sure you had pleasant dreams for the rest of the night."

Mindlessly bobbing her head in a gesture of understanding, she swallowed hard, then said breathlessly, "That oughtta do it."

Eyelids heavy, Max bent his head till his lips hovered once more over hers. "You sure?" he asked raspingly.

"Umm...maybe- not quite," she murmured, and pulled him down that last inch to meet her mouth.

Their lips came together in several hungry little plucking kisses, heads tilting one way, then the other, then Max slanted his open mouth over hers, and Liz gave him free and ready access, earnestly countering every bold stroke of his tongue and heated glide of his lips. Their hands gently roamed each other's backs, shoulders, and hair, sometimes caressing, sometimes clutching, and sometimes demanding even closer contact. They kissed until their breath rushed faster and their hearts were pounding, then Max finally broke away to kiss his way down the gentle slope of her neck, and buried his face there, getting lost within the midnight silk of her hair. Gasping for air, they held each other tightly.

After several minutes, Max breathed a long sigh, and lifted his head from her neck. They looked into each other's eyes for a moment, then he held her head steady while he pressed his lips to her forehead.

She felt his lips curve upward against her skin and he pulled back to say wryly, "I wanted to be sure they were very sweet dreams."

Smiling, she said teasingly, "Then I think probably your work here is done."

Max gave her one last lingering kiss, and Liz kept her eyes closed to savor it even after his lips were gone.

Her lids finally drifted up to find him smiling gently. "Good night, Liz," he told her softly.

"'Night, Max," she replied.

They slowly went their separate ways, and Liz felt as light as a cloud as she climbed into her bedroom and went through the automatic motions of getting ready for bed. When she finally lay underneath the covers, her lips were still tingling. Pulling her bottom lip between her teeth, her tongue moved across it greedily, imagining that it could still taste Max there. But she'd just brushed her teeth and her mind knew that that was impossible.

Silly mind. Max had magic lips.

Liz smiled dreamily and drifted off to sleep.