Max was afraid of what the reason could be. She told him she wanted a normal life with normal boys. He knew he could never give her that, but would she go to such extreme measures to push him away? If that's the reason she did what she did, Max didn't think he could handle it. The Liz he thought he knew wouldn't do anything like that. Kyle said that it hurt her more than anything to see Max go to her window that night. She knew what kind of pain she would cause Max. She couldn't have done it for the sole purpose of pushing him away. But what other reason could there be? None of it made sense. Just like that flash that he got from Liz in the Crashdown earlier, it didn't make any sense.

Max turned toward back toward Liz's and went to the fire escape and started climbing up it. There was only one way to find out why Liz did what she did. Max was afraid, but he had to tell Liz about his past life. She had to know the truth. He had to show her what she meant to him, what she had always meant and will always mean to him.

When Max got to her balcony, he heard a song by Sheryl Crow coming from her open window. Max stopped and listened for a minute. The song made him think of the flash he got earlier from Liz. Max shook his head. Even though he slept most of the day, he was still tired. The song was familiar to him, but not from the flash, he remembered that song came on the radio one time when him and Liz were on a date. It was a dedication to someone and Liz was very taken with the song. She must have gotten the CD. "I shall believe," Max whispered as he stood on her balcony listening to the lyrics for a minute. Then Max went to her partially open window. When he looked inside, he saw her sitting on her bed looking at something. He wasn't sure, but he thought she was crying. Max was really beginning to feel like a stalker watching her like that, so he knocked lightly on the glass.

Max saw Liz jump at the sound of the knock. He watched as she wiped tears from her cheek then slide what she was looking at under the alarm clock on her nightstand. Finally, Liz came to the window. The curtains were drawn slightly so Liz didn't notice it was Max until she was at the window.

"Max?" Liz said as she opened the window all the way. "What are you doing here?"

"We need to talk," Max stated simply.

"I don't think we have anything to say to each other Max. Maria knows, everyone knows. I mean, oh God Max, I'm so sorry," Liz said with a catch in her voice.

Max watched Liz carefully. Her eyes were slightly swollen from crying and she looked tired. He knew how she felt. "Can I come in?" Max asked finally.

Liz hesitated for a moment then she stepped back and nodded. As he climbed through the window, she started toward her stereo. "Leave it playing," Max said when he noticed she was going to turn it off. "I like that song."

Liz turned around, startled. “You know this song?”

“I remember it played on the radio once when we were on a date. It was one of those dedication shows,” Max explained. He was trying not to reflect too much on that time. It was before Topolsky came back, before Tess showed up. It was when Max and Liz were together and happy. Back then they thought nothing could drive them apart.

"Oh, yeah," Liz said quietly and went ahead and turned off her stereo. "So what do you want to talk about?" Liz asked as she walked over to her bed and sat down. She reached and grabbed one of her pillows to hold onto.

Max watched Liz trying to decide how to start. Should he tell her first about him knowing that nothing happened between him and Kyle or should he tell her about his past life? Max sighed and sat down on the window seat across from Liz. He knew this wasn't going to be easy. "I found something out recently and I think it's something you should know about."

"What?" Liz asked, unconsciously playing with the pillow case.

"Well I've been working with Tess on some memory recovery techniques," Max started slowly.

"You've been working with Tess. That's great," Liz said brightly, but Max could tell she was hurt. She had gripped the pillow tighter at the mention of Tess' name.

"Yeah, well, she learned some techniques from Nasedo and I thought now was as good a time as any to learn about my past," Max said carefully. Liz wasn't looking at him anymore. She was looking at the ground.

Liz nodded then looked up at Max. "That's great, it really is. You and Tess need to spend more time together. So why are you telling me this, Max?"

Max stopped himself from asking why she thought him and Tess should spend more time together. He had to show her about his past life first. Maybe if she saw how deeply they were connected, she would explain why she had pushed him away.

Max stood up and slowly started to pace back and forth in front of Liz. "It's kind of complicated and unbelievable too," Max started.

"What is it, Max? I think I'll believe anything at this point. I mean, I am talking to an alien after all," Liz said lightly.

Max stopped and looked at Liz. She was smiling, but Max could tell the smile was not quite reaching her eyes. What was she hiding from him? He was sure there was something he wasn't telling him. Maybe it had to do with that flash he got from her earlier. "I think it's best if I show you," Max said finally. "Will you allow me to connect with you Liz? Let me show you what I've learned."

Max saw that Liz gripped the pillow she was holding tighter at the suggestion. "I don't think so Max," Liz said finally.

"What are you afraid of Liz? Are you afraid I'll find out what you are hiding from me?" Max asked without thinking. After the words came out, he regretted them. He couldn't push her. Max slowly knelt down in front of Liz. "I'm sorry. Please, Liz, I need to show you. I promise not look into your head. I just think that connecting with you is the only way I can make you understand."

Max saw Liz let the grip on the pillow she was holding relax a bit. "Why is this so important to you Max? What could you want to show me?"

Max didn't know what to say. If he told her about Arya, she may immediately reject the idea and not let him connect with her. He had to show her. He knew when they were connected he could not only let her see what he experienced, but she could also feel what he felt. She would know without a doubt that she was Arya in her past life. "Will you trust me?" Max finally asked.

Liz looked carefully at Max for a minute then nodded. Max moved closer to Liz, still on his knees. He reached up with his right hand and softly touched her cheek. He then moved his hand to take hold of her face, trying to forget how soft her skin was, how much he missed touching it. He then reached up with his other hand and grasped the other side of her face. "Let your mind go blank," Max said quietly. It was hard to focus when he was so close to Liz. His stomach was doing flip flops and his heart felt like it was going at least twice as fast as it should be.

Max watched as Liz closed her eyes. He could feel she was relaxing and letting her mind go blank. Max then closed his eyes and focused on his previous life, letting the images fill his head and transferring them to Liz. He started with the memory of Arya on her deathbed when she told him that they would meet again in their next life. Then he let his mind go further back, back to memories of him and Arya as children and his mother telling them the story of the House of Souls. Max then focused on the times after they realized they fell in love. They were afraid to be together, afraid of his father, but they were unable to remain apart. He sent her memories of his losing Arya, because of his father and his duty. Then he thought of the one beautiful night they had together and how when he woke up the next morning, she was gone. She had staged her own death to push him away. Max was surprised so many memories were resurfacing. Some of the memories he was sending Liz were new to even him. It was like the connection he had created with Liz was helping him remember more. Maybe somehow the memories were coming from Liz. They had a history that defied time and space. There was no denying it. Before Max released the connection, he sent Liz an image of himself as a young boy coming off the school bus with Isabel. His eyes were immediately drawn to Liz on the playground and he recognized her. At the time he had no idea why he recognized her, but now he knew why.

Max opened his eyes and released the connection. Reluctantly he pulled away from Liz watching her closely, trying to read her expression, but her eyes were still closed. "Liz," Max said finally still on his knees in front of her. He was scared that it might have been too much for her. Maybe he hurt her by sending her too much information about her past life.

When Liz finally opened her eyes, he saw they were filled with tears. Max wanted to go to her and pull her into his arms, but he stopped himself. He had to wait. It was important that she tell him everything. “Liz, are you okay?” Max finally asked.

Liz nodded slowly. “Oh my God, Max, it can’t be,” she said finally. She stood up and dropped the pillow that she was holding onto the floor in front of Max. “No, it just can’t, but…”

Max watched Liz carefully. He couldn’t tell what she was thinking and had no idea what to do. She looked so lost and confused. He understood how she felt, but he didn’t know how to help her and he wanted so much to help her. “Liz,” Max said finally and stood up. “Are you okay?” Max asked uncertainly.

Liz looked at Max and nodded slowly. “It’s just too much. That was me, that was really me. It doesn’t seem real.”

“I know Liz. I couldn’t believe it either, but it is real,” Max replied. “It does help explain why I have always felt so connected to you, even before I healed you,” Max said and started walking toward her. She had backed away from him. “Liz, I thought you should know.”

“I think you should leave Max,” Liz said backing further away from Max.

Max shook his head. “Liz, please talk to me. You can’t push me away anymore. You have to tell me what’s happened. Why you made me believe you slept with Kyle?”

Liz looked at Max uncertainly. “What?”

“I know, Liz,” Max said and took a step toward her.

“You said you wouldn’t look into my head,” Liz said harshly. “You promised.”

“I didn’t, Liz. I wouldn’t. You have to believe me,” Max said.

“I think you should leave, Max,” Liz said carefully. “I need some time alone.”

“No, Liz,” Max replied. “You have to believe me. I didn’t find out by connecting with you. I learned from Kyle.”

“From Kyle,” Liz gasped. “He promised.”

Max’s mind was racing. He had to know why, but she looked so fragile right now. Maybe it would be better if he left. Maybe he should give her time. "Liz," Max said hesitantly, "I'll leave now, but please, don't shut me out. I can't lose you again." Max stood there for a minute watching Liz. He wanted her to say something, but she seemed overwhelmed.