She had to find Max.

She covered the entire public area without encountering anyone but a couple of tourists, and was just about to give in to unreasoning panic, when she passed a room marked 'Employees Only' and thought she heard the sound of his voice.

Hesitating only a second, she pulled the door open and found him inside talking to Brody. They both looked up at her abrupt appearance, and she wavered in the doorway in sudden uncertainty.

"Liz!" Max exclaimed. Taking in her agitated expression, he immediately moved toward her, asking, "Is everything alright?"

When he'd reached her side, he curled his hand around her upper arm, and she reached up to his waist for a fistful of his sweater. Looking at him with pleading eyes, she asked, "Could I just- talk to you for a second?"

Frowning with concern, he tore his gaze away from her face to look at Brody for permission, and she turned her eyes toward him as well and managed to offer an apology. "Um- sorry for just...barging in like this."

"No, it's alright," he assured her in his accented English. "Is there some sort of emergency?"

Her eyes shifted to Max, unsure what to say, and he gave her arm a bolstering squeeze. She finally looked back in Brody's general direction and answered, "Um...kind of. I guess. N-nothing life-threatening...or- or anything, I just...I really need to talk to Max. Just for a minute. If- if that's okay."

Brody gave her quizzical look at the stumbling answer, then he looked at Max and told him, "Why don't you go ahead and take your break. This isn't anything that won't keep."

"Thanks, Brody," Max said gratefully, as he quickly ushered Liz out the door.

As soon as they were a safe distance away, his head bent toward hers and he asked, "What is it, Liz? What's wrong?"

"Can we go somewhere private?" she begged.

She had to be alone with him. She had to prove that this whole thing was just some kind of huge oversight. The connection she shared with Max was ten times- no, a hundred times deeper than anything she could ever share with Michael Guerin. She was sure that anything she could do with Michael, she could also do with Max. She and Max just hadn't realized they were capable of doing this, that's all. Maybe it was something new that she could do.

She desperately wanted that to be true.

Max looked at her searchingly, his brows creased with concern, then he took her arm to lead her down a darkened corridor towards the far end of the building. He kept throwing troubled glances her way as they walked. He'd never seen her like this. She seemed like she might be on the verge of losing it, and he couldn't imagine what had happened to put her in such a state. Only one thing came to mind, and the possibility of it filled him with dread. He didn't think he could wait until they found complete privacy to find out whether or not it was as bad as he feared.

"Does this have anything to do with Tess?" he asked grimly.

"What?" Dimly, she realized that he thought this was about the end of the world thing. It felt like the end of the world as she knew it, but at the moment, she guessed the Earth was safe enough. "Oh. No. It- it's not about that, Max. This is...it's just...Michael--" Frustrated that she seemed incapable of forming a coherent sentence, she repeated, "It's- just not about the Tess thing."

All he needed to hear was Michael's name in that garbled explanation for his dread to turn immediately into anger. Suddenly her behavior made sense. Michael had finally done it. He'd pushed her too far. And after Max had specifically asked him to back off.

He'd finally said something to Michael at school today about the way he'd been acting toward Liz. Naturally, it had turned into one of their typical confrontations. Mild insults had been exchanged, Max had ended up basically demanding that Michael let up on her, and Michael had stormed off before they'd gotten anything resolved. Max couldn't believe that he would've continued to treat her the way he had been even after learning how much stress she'd been under this week, but it seemed as though he had. And he was afraid Liz might have finally reached her breaking point.

He would've dearly loved to put a fist through Michael's face for doing this to her.

They reached a little-used storage room at the end of the hallway, and Max held open the door while Liz preceded him inside.

As soon as he'd flipped on the light and closed the door behind them, he asked gently, "What happened, Liz? What did Michael do?"

She didn't respond to his questions, but turned to look up at him with a wild look in her eyes, and said desperately, "Connect with me, Max."

"What?" he asked with confusion, the command taking him completely off guard.

"Connect with me," she repeated pleadingly. "Please?"

Lifting his hand to her face, he entreated, "Liz, tell me what this is about."

When he made no move to comply with her request, Liz took matters into her own hands.

Max was too surprised to resist her when she pressed up against him forcefully and pushed him backwards until his back hit the door with a dull thud. She anchored his head on either side, then lifted up to her toes and crushed her lips against his. Her tongue came out immediately to demand entrance into his mouth, and Max hesitated only a second before granting it. Forcing his lips wide, Liz ravished his mouth with fierce, single-minded intent, and for one brief moment, he lay back against the door in stunned incomprehension of her aggressive actions. He'd never known her to come on so strong, and he was somewhat disturbed by the intensity of her kiss. But then, as was always the case when he kissed Liz, his mind quickly became clouded by the feel and taste of her, and his heart took a sudden charged leap of excitement at her boldness, the latent sexiness of it setting off an eruption of unrestrained passion within him that shook him from his passivity.

Exploding into action, Max took command of the kiss. Wrapping one arm around her waist, and spearing the other hand through her hair, he spun her around to take his place against the door. His arm at her her back cushioned the impact as she slammed lightly against the wood, and bounced there twice. Liz gasped and clung to his broad shoulders as his lips ate at hers with tender savagery, and her purpose for initiating this was quickly forgotten, as desire sent a flush of sizzling heat washing throughout her body.

Their lips and tongues mated furiously, coming at each other again and again, each stroke seemingly more fierce than the last, and their ragged breathing, along with the wet sounds of suction made by their lips each time they separated, filled the small room.

Giving in to an urgent need to be closer, Max lowered his weight onto her, trapping her tightly between the ungiving solidity of the door and the yielding hardness of his body. He left his hand behind her, his palm pressed flat against the small of her back, and he used it now to arch her up against him. Liz made a whimpering sound of need deep in her throat, and dropped her own hand to his lower back to pull him even closer. In an effort to obey the unspoken request, he nudged her foot aside with his own, widening her stance, and crowded in between her legs to press against her intimately, a move that forced several of the snaps at the bottom of her uniform to give way, as the skirt was pulled taut. Liz gave a muted cry that was swallowed up by his mouth, as something deep inside her clenched at the feel of him, and their hands tightened on one another reflexively.

As though their intimate contact had sparked it to life, the connection between them opened with a sudden outpouring of emotions and images.

The desire Max was feeling was the first thing to hit her. Its heat flooded over her in sensual waves, and as their lips moved together with hungry insistence, she quite readily drowned in its warm depths. Flashes of the time they'd gotten caught making out in the Eraser Room earlier this year played behind her closed eyelids, and she thought he must be reminded of it by what they were doing now. Then more recent images flashed before her, reminding her suddenly of the circumstances that had led them here, and she pulled his hips more snugly against hers, while renewing the onslaught against his mouth, resenting the reminder.

She saw Michael, at different times over the week when he'd been rude to her, and she could feel how much Max had wanted to lash back at Michael in her defense, but he'd kept quiet for fear of making things worse between the three of them. Pieces of the argument he'd had with Michael when he'd finally confronted him played out in her head, and she felt his frustration that he and Michael couldn't even have a simple talk anymore without practically coming to blows.

Then she saw a picture of herself as she'd appeared in the doorway moments ago. She felt the small leap of fear he'd felt at the first sight of her, then the trepidation and concern he'd been feeling as they'd made their way to this room, and his initial surprise when she'd started to kiss him. This was a reminder she couldn't ignore as it brought to mind the reason why she'd wanted them to connect like this in the first place. She had to find out if they could hear each other's thoughts.

Almost afraid to try for fear of finding that they couldn't, she reluctantly tried to send him her thoughts, then concentrated fiercely on listening for his.

The firestorm of emotion Max felt inside Liz made him catch his breath. When the first swell of her passion had broken over him, he'd deepened their kiss with a sweeping thrust of his tongue in automatic response. But then he became aware of other, more disquieting emotions that quickly dampened his ardor.

Tangled feelings of confusion, dread, and wild protest crowded into his consciousness and lay heavy upon him like a dark blanket, making his brows furrow, and sending his hands up to frame her face and stroke her cheeks soothingly with his thumbs. Brief flashes of her and Michael in the kitchen of the Crashdown played through his mind, and he saw her rush in panic from the restaurant, and then anxiously search the Center for him. Then he felt the return of her earlier distress, as the tenor of her kiss changed, and he sensed that she had something she wanted him to know.

This wasn't working, Liz thought with despair. Why wasn't it working? It was just the same as it had always been when they connected. She was still occasionally seeing flashes from Max, mostly images of her, and she could feel everything that he was feeling, but it was somehow different than when she connected to Michael. She thought maybe she could feel Max questioning her, but it was more like something she sensed through the context of his kiss and his emotions, rather than actual words she could hear in her head. She wondered if he was hearing her at all. Please, Max. Please hear me, she begged silently.

The passion had virtually drained from their kiss when Max had felt the shift of Liz's focus. He could feel the turmoil inside her and it became his own. He felt certain that she wanted something from him, but he didn't know what it was.

Gently disengaging his lips from hers, he pulled back to look into her eyes and asked huskily, "Liz, what is it? Tell me what's going on."

She lifted troubled eyes to his and said with soft urgency, "I am telling you, Max. You have to listen! Please listen," she ended pleadingly.

Stroking her hair with one hand, he said reassuringly, "I am listening, Liz. Just tell me."

She shook her head agitatedly. "No. I mean...listen- inside our heads. I-I'm telling you in my mind. I'm sure you can hear me if you'll just listen. Listen hard, Max." With that she closed her mouth over his again to keep the connection open between them.

Max hesitated before responding gently to her kiss, now feeling a confusion and distress of his own. This was all because she needed something from him. And he wanted desperately to give it to her, but she seemed to be asking him for something he couldn't provide. He thought that she was asking him to read her mind, but she knew the connection didn't work like that, and he didn't understand why she suddenly thought it would.

But obviously something had happened to make her believe that it was possible. So Max put aside his questions and doubts and did as she asked. He listened. Hard.

They could do this, Liz assured herself. They just needed to try a little harder. Remembering what Michael had told her about somehow willing her to know how to heal the burn, Liz did the same thing now. Circling Max's neck with her arms, she pressed against him tightly, and willed with all her might for him to hear what she was telling him.

Max began to get flashes of Liz and Michael in the Crashdown's kitchen again, and he knew that if he could just see enough of what had happened there, he'd know what had her so upset. He saw Michael putting out a fire on the grill and getting burned while doing it, and then he saw Liz tending to his hand. She asked if he could heal it, and when Michael began to do just that, Max felt her surprise as her energy gathered on its own to assist Michael.

Then he heard snatches of the conversation they'd had after they'd healed his hand.

And each revelation seemed to ring with stunning significance.

**Flash**

"...I think I could hear what you were thinking."

**Flash**

"I don't just mean vague impressions, or flashes, I heard everything that was going through your mind."

**Flash**

"Was that real?"

Max could feel every one of Liz's roiling emotions as she protested, "If I'm able to do this with anyone, it should be with Max! ...Why should we have some kind of- of super-alien mind-link or something?!"

Breathlessly breaking off the kiss, as well as the connection, Max pulled away to look at her questioningly, his eyes dark with seething emotion. Now he understood her agitation. Though they were no longer connected, it was a state of emotion he shared.

"Is that true, Liz? He can- read your thoughts?" he asked, his voice rough.

Liz's eyes lit with relief. "You heard me?"

Shaking his head briefly, he replied, "I just...I got flashes, the same way I always have. Is that...Michael's able to do something more than that?"

Crushing disappointment followed closely upon the heels of her relief when she realized that he hadn't really heard her, and tears of defeat and sudden remorse filled her eyes. She'd been so hoping that this would be something they were capable of doing that she hadn't stopped to think about the consequences if they couldn't. This wasn't the way Max should have found out about this. She should've broken it to him more gently.

Swallowing hard in regret, she slowly nodded. In a low voice, she confessed, "We can...hear each other in our heads. When- whenever we're connected."

"Hear each other," Max repeated dully. "Are you saying...you can read his thoughts, too?"

She looked at him for a long moment, her expression anguished, then said, "I'm saying that...I think- we're able to...communicate, somehow, w-without any words." She winced at his slightly stricken look and said achingly, "I'm sorry, Max. I shouldn't-- I shouldn't have let you find out like this."

Max didn't respond, his thoughts and emotions in turmoil. They were capable of silent communication? How could that be? Why would that be? Why did her connection with Michael seem to be so much stronger than the one she shared with him? He was the one who'd changed her. He hadn't yet come to terms with the fact that she even shared some kind of weird connection with Michael, and now he had to deal with the knowledge that it was something more than he, himself seemed capable of having with her. He resented that. A lot.

Liz's own distress deepened upon witnessing Max's. This whole thing was so unfair! To all of them.

"Why is this happening, Max?" she wailed softly. "I just...I don't understand!"

Called from his dark thoughts by the confused frustration in her voice, Max tried to put aside his petty jealousies for the moment, and focus his efforts on soothing Liz.

"I don't know," he answered, gently chafing her upper arms, "But, there's got to be some kind of explanation for it, and we'll...we'll figure it out, okay?"

She looked up at him with haunted eyes and said in a whisper-soft voice, "I think that's the part that has me so scared. I'm not really sure I even want to know what the explanation is."

Frowning, he curled a hand around the side of her neck and asked, "Why does it scare you, Liz? What do you think it is?"

For a long moment she didn't respond, and then she sighed. "I have no idea. My fear doesn't make any sense. None of this.. makes any sense." Moving forward to lay her head on Max's chest, she said wearily, "I'm just so tired of my life not making any sense, Max."

Winding one arm around her waist, and bringing his other hand to the back of her head, his face was drawn with regret as he said, "I'm sorry, Liz. I'm sorry for putting you through all this. Seeing how much it's turned your life upside down, I keep wanting to apologize for whatever it was I did to change you, but...I can't honestly say that. Because- even if I had known what it was going to do to you, that day I healed you...I would've done it anyway. I couldn't have done anything else if the alternative was to just let you die. And I can't say I'm sorry for that."

Pulling away from his embrace, she lifted a hand to his face. Nodding reassuringly, she said, "I know. I'm sorry if I sounded like I was complaining, Max. I didn't mean that. Just...don't pay any attention to me, I don't know what I'm saying. I've been--" giving a tiny shake of her head, she closed her eyes briefly and gave a single gust of humorless laughter, "I've been acting like a total basket case ever since I came in here. I shouldn't have come to you like this. I'm sorry."

He tilted her face up to his and said, "I'm glad you did, Liz. I want you to always come to me whenever you're hurt or upset over something. Because no matter what it is, we can deal with it together." He caressed her cheek with a brush of his thumb. "Right?"

Her throat tight with emotion, Liz simply nodded in answer, and went back into the warm safety of his arms. Max caught her up against him and held her tight, rubbing her back soothingly. They stood there just holding each other for a long while, and then Liz slowly became aware of the fact that she'd probably kept Max away from work long enough. Brody would be wondering about him. And she needed to get back to work herself. She'd left Michael and Maria there alone to take care of the entire cafe. They'd be in trouble if they got a rush. The thought of going back over there to face the two of them and finish out her shift with them in undoubted awkwardness left her weak with sudden exhaustion. What on earth was she going to say to Maria? She'd known that they'd have to confront her with this sooner or later, but she just really didn't feel up to it at the moment. Her own emotions were still in such turmoil, how was she ever going to have a rational conversation with Maria over this now? Maria would need her to be calm and reassuring, and that just wasn't anything she felt capable of right now. She hid her face in Max's neck and wished the whole situation would just disappear.

But that wasn't gonna happen. Liz sighed in resignation and forced herself to leave his arms, saying, "I should let you get back to work before Brody decides to come looking for you."

Knowing she was right, Max reluctantly let her go. Taking in her strained expression, he tenderly tucked a strand of hair behind her, and asked with concern, "Are you sure you're okay to go back to work? You look- wiped out."

"Yeah, I am...pretty tired all of a sudden," she admitted.

Smoothing his hand along the length of her hair, he told her, "You should go home and get some rest as soon as you get off. And if you're not too tired and you want to talk, you can call me, okay?"

Her lips tipped up slightly and she nodded. "Okay." She cupped his jaw in her hand and said, "Thank you, Max. For being so... Max." She smiled gently and shook her head. "I don't know how I'd handle all this without you."