"This is so incredible...how could I not even know this place existed?" she wondered incredulously and Max just shrugged.

"I come here a lot," he said quietly, "it's a good place to be alone."

And Liz looked over at him at his last sentence. Touched by all the sadness in those last seven words. She bit her lip, as she looked up at his face.

"You don't have to be alone, Max," she said softly and leaned in closer to him. He leaned towards her too, so that their foreheads were almost touching, but turned his head away quickly. This wasn't the reason he'd brought Liz out here. Out here in the middle of the desert. He'd brought her here to tell her about the images. The flashes, why they were so important. He didn't think of Michael or Isabel, all he thought about was the past four hours of lying to Liz, of avoiding her. He couldn't do it. Especially not after the way she was looking at him now, the way she was opening up to him. "I know what you..." Liz began to say and Max dreaded the next words to come out of her mouth.

She knew about him. The images had told her everything. She knew everything about him. "I mean in the flashes that I got when we..." Liz paused, "when we kissed - I, I felt how you felt," he breathed a sigh of relief, but his chest tightened at her remark as well. How he felt. That could mean so many things. "It's hard to explain, but - "

"I felt them too," he said quickly, "I mean about you - I..." and Liz blushed at the comment and bowed her head.

"What...what'd you see, Max?" she inquired curiously and he made a movement with the right corner of his mouth. Almost like he was smiling. "What?" she grinned, now fully embarassed at the things he might have viewed.

"You. Your whole life. Kindergarten, grade school...high school." He didn't reveal much and so Liz confessed first.

"I saw you..when you were - like six years old," she began to describe in detail to Max what she'd seen. "-just crying into your pillow. And I just...the way I felt - I mean you felt...I've never felt anything like that before - I never thought anyone could."

Max stared down at the dirty floor of the jeep. He knew what she was talking about. It was the first week after he and Isabel had been adopted by the Evans'. Every night he had sat in his bed and cried until he'd fallen asleep.

"I saw you at your grandmother's funeral," Max admitted. "Last month," Liz's eyes moistened at the comment. She had yet to really accept and deal with the death of Grandma Claudia. "I saw you hiding in a bathroom stall at the funeral parlor...crying."

Liz's mind drifted back to the memory and her bottom lip quivered. She had been unable to deal with the funeral, unable to deal with seeing her grandmother laying there in that open casket and had excused herself and ran to the bathroom. "You didn't want to cry in front of your father," Max continued, "you wanted him to think you were strong," Liz looked up at him suddenly. Realizing that Max now knew things that nobody else knew. No one - not Maria, not Alex, not even her own family.

"Max? How do you know these things?" Liz finally asked, "How did I know that when you were six years old you cried yourself to sleep every night - wishing for a friend? That for the past ten years of your life you wanted that friend to be me?" Max's eyes stared intently into hers.

"I think you already knew that part," he smiled slightly and she just bowed her head.

"Did the visions tell you that?" She asked and Max just shook his head.

There was a pause between the two and neither said anything. "So um - Max...how do we - how do we know this? I mean how did we both...see into each others souls," she actually laughed at the statement, at how ridiculous it sounded.

Max's bottom lip began to tremble as he realized what he was about to confess to her. Well, he'd never get more private than this, he gazed around at the desolate surroundings. "Oh my God.." Liz suddenly covered her face with her hand.

"What?" Max asked worriedly, but Liz just motioned to the clock in the jeep. "My shift started forty minutes ago! My father - Maria, oh my God they're going to kill me. I didn't realize we were out that long," an awkward smile actually formed on her lips. "Can you..can you drive me back? I'm...I'm sorry, but -" Max just shook his head.

"It's fine," he shrugged, but he couldn't just drive her back to work. He couldn't just leave her after a conversation like that. He found himself turning the keys however and stepping onto the accelerator and the jeep began to bump down the dusty road.

"So they've never happened before?" Liz asked suddenly, breaking the silence as she and Max drove down the highway and back to Roswell. "The visions? I mean...those feelings?"

"Never," Max stated honestly. Isabel had never told him about anything like that and neither had Michael. The extent to their powers up until Sunday night had been melting cheese on a sandwhich or getting rid of stray pen marks on an English paper. Connecting with people - that was something else entirely.

"So...we just - we connected? I mean Max there has to be some sort of explanation, I can't just - I can't just go on with my life and pretend that didn't happen. Pretend what I felt didn't."

"I never said you had to," Max was quick to respond.

"Then - I mean, help me out, Max...I can't help...I can't help but think things," she paused, "think things about why they happened? Why.."

"What do you think?" Max asked fearfully.

"I don't know," Liz shrugged and looked over at him, "but I mean you're not giving me any help. I can't help but think," and Max began to tense up.

That was the second time she'd said that. What was she thinking? He wished he could connect with her now and see what she was thinking. He wished he could tell her the truth in a vision somehow. Maybe in her dream. But only Isabel could do that. That would be so much easier than telling her in real life. The conflict was unavoidable now, and he knew he had to tell her the truth somehow.

"'cos I - I haven't told anyone about...about what happened Sunday night. But Max, if I.." Liz hesitated, she hated to sound threatening but she couldn't help it, "if I don't start getting some answers...I have to talk to someone about this...about us," she looked over at him desperately.

He bit his lip and she saw his mouth tremble a bit as he continued driving down the road. His eyes focused straight ahead.

"I've thought about telling you a thousand times," Max finally said and he knew now there was no turning back.

"Telling me what?" Liz looked over at him and Max gasped as if there wasn't enough oxygen around him.

Max had no idea how to tell her. He'd thought about it so many times over the past ten years. How he would approach her, how he'd tell her, how she'd react. None of it mattered now. None of it compared to the fear he felt at that moment.

"I'm different, Liz," Max said softly, his eyes still focused on the road.

"Different...how?" Liz questioned, looking over at Max and she suddenly noticed how taut every muscle in his body was. How he was clinching the wheel and clinching his jaw shut. She couldn't help but grow a little nervous sitting next to him.

Max swallowed, his throat was getting dry. "I'm different in a way...that if the wrong people knew - I could..." Max was unable to finish his sentence and he swallowed again. "I need to know that you're not going to...that what I'm going to tell you isn't going to make you -" Max stumbled, sputtering out phrases and finishing none. He couldn't help it, he couldn't get out any of his sentences. All the moments he'd practiced and imagined telling Liz everything meant nothing now. He saw how nervous she was getting and it only made him more tense.

"Max what could be that bad?" Liz asked naively and Max slowly closed his eyes as they entered the outskirts of town. He could make out the glowing flying saucer in front of the Crashdown. He had to tell her now.

"The 1947 Crash," Max suddenly spat out and Liz looked at him bewilderedly.

"What about it, Max?" she actually smiled and it only made what Max was about to say harder.

"I was in it." Liz looked at him unbelievably at first. She actually smiled and it only tore Max up inside.

"Come on, Max..." she laughed as he drove slowly down the streets of Roswell, drawing closer to the Crashdown. "I mean...I don't - I don't believe in aliens," she said emphatically and his mouth tightened into a line at the last comment.

"Do you believe me?" he asked quietly and she didn't respond.

Something about the sincerity in his last statement, the seriousness - the realness of it made her head begin to spin. Fear flashed in her eyes and she felt faint. She felt sick. Liz looked over at Max. Max who she'd trusted, Max who she'd grown so close to over the past few months. Max who she thought she knew. Max who in just the past minute had brought the entire world she knew crashing to the ground. She quickly unfastened her seat belt and reached for the car door and Max reached over and grabbed her arm.

"Liz, what're you doing?" he asked fearfully, though he knew what she was doing. She was getting as far away from him as she could. "Liz," he called again, his voice wavering as he slowed the car to a stop. She was struggling to get out of his grip.

"Let me go, Max," she actually yelled and all his worst nightmares were slowly coming true.

"Liz, look you have to believe me," he said again and she closed her eyes and began shaking her head.

"Believe you, Max?" she shook her head again and Max could see that her eyes were misty. "How am I supposed to - what are you?" she cried, "what do you - you come to me - you, you, you -" Liz stuttered, "you manipulate me! you -" tears fell from her face now and she was trembling.