"You look like an ad for dead. What's wrong?" Max shook his head, shelving the last box in the small storeroom.

"I'm fine," he mumbled.

"No, you're not," Milton said with authority. "You look like you're ready to fall asleep on your feet. You're pale too."

"I haven't been getting much sleep lately. Got a house guest who's getting on my nerves." That was true enough. Tess had convinced Isabel to ask their parents to let her stay with them while her 'father' was out of town. It was something both Isabel and Max now regretted. Tess had taken every opportunity to keep him company, much to his irritation. They may have been married in a previous life, he reflected, but he honestly couldn't imagine what his earlier self had seen in the arrogant, self-absorbed, manipulative woman. That, he decided, was reason enough. He wasn't about to mention his nightmares. He hadn't even told Isabel about those.

"Believe me, I'm better off here working than home where she can drive me up a wall."

"Relative?" he asked sympathetically. "Every time my brother and his kids come for a visit I have to endure a few sleepless nights myself."

"I hope she'll be gone soon," Max said, dodging the question. He wasn't sure what the truth would be anyway. He yawned hugely and the room seemed to dim briefly. He felt a hand on his shoulder and another on his back.

"I sympathize, but you're of no use in this condition. Go get some sleep. You're taking the rest of the day off." Max started to argue, but was silenced. "You heard me. Go." Max removed the vest he wore while working at the UFO museum and hung it on the peg by the storeroom door, before heading out. He looked at the jeep, but knew better than to try to drive while half asleep. He decided to walk. The fresh air might wake him up, and he was in no hurry to get home. It was a fair distance, but he had done it before.

***

Liz looked up from the table she was wiping down and looked morosely at the UFO museum. Max was there. So near and yet so far, a melodramatic sounding voice whispered at the back of her mind. She hated being away from Max, but it was best for both of them. He had important work ahead of him and couldn't be distracted by her. It wouldn't be fair to him with so much at stake.

That was easy to say anyway. Not so easy to do. Not at all.

"Go talk to him." Liz looked around and saw Maria watching her. She suddenly realized that she'd been staring out the window for several minutes.

"I can't Maria. It wouldn't be good for either of us. I can't be-"

"Have you seen him recently?" her friend asked incredulously. "You're doing a lot more harm by staying away than you ever could by being with him."

"He's got Tess."

"Yeah," Maria snorted. "She's on him like case of chicken pox and just about as welcome. Isabel told me she's making him miserable. Won't leave him alone."

Liz worried her lower lip with her teeth. Her uncertainty was getting the better of her. Maybe she should talk to Max, just to reaffirm that she was doing the right thing. She nodded to Maria decisively. "Cover for me. I'll be back soon." She walked out the door and crossed the street to the museum.

"Going to see Max?" Maria jumped as Jeff Parker appeared behind her, seemingly out of thin air. Maria nodded, deciding against trying to lie.

"It's about time."

"Huh?" He smiled at his daughter's best friend. "You think I haven't noticed? Ever since they broke up, she's been moping around the house and depressing everybody. She won't talk to her mother or me about it either." He looked at Maria speculatively, but the girl shook her head, suddenly looking determined.

"If Liz doesn't want to talk about it I can't."

Jeff Parker nodded, annoyed, but resigned. Her loyalty was touching and refreshing, but he wished they would trust him, but that worked both ways he realized. Perhaps he just had to trust Liz and Max to work it out on their own.

Liz entered the museum and approached the curator. He looked up curiously from his desk and then smiled. "Liz isn't it?" She nodded.

"I'm looking for Max." The man frowned.

"I sent him home almost two hours ago. He didn't look well."

"His jeep is parked out front wh-" What he had said registered. "Max is sick?"

The man shrugged. "He didn't look well to me. Maybe he caught a ride home. He looked exhausted, dead on his feet really. Said he hadn't had much sleep recently."

Liz only half heard the last words, being halfway to the door. She returned to the café briefly and made her excuses to her father. She then borrowed his car and drove to Max's home.

***

The knock on the door made Diane Evans look up from the stew she was fixing. She hurriedly rinsed her hands and started to answer it, but Tess was already moving toward the front door. "I've got it Mrs. Evans." Diane nodded and went back to the kitchen half listening in case it was something she needed to deal with. Tess had made herself useful while her father was away, but it was becoming an inconvenience having her around. Max especially was unhappy with her presence. Perhaps that was why Max and Liz had stopped seeing each other. She didn't know what had happened between them, but she suspected that Tess had something to do with it.

That didn't seem to make sense though, since it was obvious that Max barely tolerated Tess. She had noticed that the strain was beginning to tell on him, which was why the conversation at the front door suddenly got her full attention.

"Where's Max?"

"He's upstairs. Do you want something?"

"The curator at the museum said he wasn't feeling well. I wanted to check on him." Tess made an exasperated sound, and Diane could picture her shaking her head.

"You know Max doesn't get sick. I know it's hard," Tess said in a voice that almost sounded sympathetic, "but you agreed that keeping your distance was best."

Diane moved a little closer to the door, chiding herself for eavesdropping, but doing it anyway. The last statement had been entirely too curious to ignore. It was true Max had never been sick, but what would Tess, newly arrived in town, know about that? And why would Liz want to stay away from Max? What was going on?

Tess continued. "I'm sure he'll appreciate your concern, but he's just tired. I promise I'll take good care of him." The tone carried an insinuation that Diane didn't like at all. They started to argue, and she decided it was time to break it up.

***

Liz didn't want to waste time arguing with Tess. Fortunately she had thought of something that should have the desired effect. Being raised by Nasedo had given Tess a condescending attitude towards humans that Liz was certain she could use. Mindful of someone else overhearing, she leaned forward and spoke in a confidential tone. "What's wrong Tess? Afraid I'll steal him away from you? Feeling threatened by someone who's merely human?" Tess pulled back; looking offended at the very idea.

"As if," she tossed her head back and pushed by Liz. "Not like you have a chance anyway." She walked off down the front walk and Liz rolled her eyes. I can't believe it was that easy.

She met Max's mother in the living room and couldn't hide a smug smile as she nodded to her. "Hi Mrs. Evans. I came by to see Max." Diane Evans smiled at her, relieved that Liz had managed to end the scene without a major confrontation.

Liz went up the stairs to Max' room. She could hear music from the tape player as she knocked softly, 'Counting Crows'. From what Is had told her, that was usually a bad sign.

There was no answer so she hesitantly pushed the door open and looked in. Max was lying in bed fully clothed. He had his pillow over his eyes and was using one hand to hold it in place. He looked upset. He was shaking. "Max?" He didn't respond. "Max? Are you all right?" She sat on the edge of the bed and pulled away the pillow. His eyes were closed, and he was twitching and turning as if caught in up in a nightmare. Liz took him by the shoulders and shook him anxiously, trying to wake him. There was no response. He was sweating profusely and felt hot to the touch. She remembered Michael, and how he had very nearly died of similar symptoms.

She pulled out her cell phone and made a quick call. "Maria? Yeah, we've got a problem. Max is sick. Yeah, like that. I don't know, but his parents are here in the house. Get the others and get the stones and get over here fast. No, Tess took off in a huff. Never mind her. Just hurry."

She put away the phone and leaned over Max again. He was shivering now. Chills, Liz realized, like those Michael had experienced. It had been one of her worst fears when Michael was sick. Not that they would fail and Michael would die. That had not been her worst fear. She had been afraid for Max. Afraid that what was happening to Michael could happen to him. It made her ashamed to admit it, but there it was. Now it was happening to Max and she was terrified. The prospect of losing him was too much for her to bear.

Max suddenly began to twitch more violently his expression one of sheer terror. He raised his hands weakly as if trying to defend himself or to ward off the sight of something too awful to look at. Covering his eyes, he cried out loudly and Liz looked toward the door, knowing that must have been overheard.

Sure enough, a moment later Philip Evans stuck his head in, looking concerned. "Is everything OK?" He took in Max' appearance and came into the room "What's wrong? Max?" Max made no response, but continued to twitch and move as if trying to avoid blows. He moaned again. Philip put a hand on his son's forehead and pulled it away quickly. "He's burning up." Moving to the door he called to his wife. "Diane! Ca-" Liz hastily interposed herself between him and the door, holding up her phone.

"Already done," she assured him. He nodded, relieved and returned to Max' bedside. Diane Evans entered a moment later, confused by her husband's worried tone and aborted instructions.

"What is it Phil? Call who?" Then she saw Max. "What happened?" Phil placed his hand on Max' forehead again, as if attempting to measure the severity of the fever that way.

"I don't know. He's got a high fev-" he stopped abruptly and stared into space for a moment, an unreadable expression on his face. "Phil? Phil what's wrong?" She quickly moved to her husband's side, even as he pulled away, looking down at Max in shock. Liz felt her stomach knot as she guessed at what must have happened. Where were the others? Why weren't they there to help yet? She gave herself a hard mental shake. Get a grip you called them less than a minute ago.

So, what to do? Stall? How? Liz shook herself again. Panicking would not help.

"Phil?"

"Um, ah, nothing. He's got a high fever. We should, ah…" He broke off and stared at Max again. This was bad. Max' mother at least had some idea that her son was different, even if she didn't know the specifics. Philip Evans on the other hand was completely in the dark. If he had just formed a connection with Max, and Liz was certain that that was what had happened, he might be on the verge of doing something that they would all regret, having no idea of the consequences. Liz decided she had to do something, and at least a partial truth would keep them guessing till the others arrived.

"It's all right Mr. Evans." She said in as calm a voice as she could muster. "What did you see?" His reaction told her that she had guessed right. He had seen something.

"What do you mean, what did I see?"

"Just that. What did you see? Don't worry about the reasons for it now, but it could be important to helping Max." Keep him focused on that, she decided and it should stop him from wondering too much about the reasons he was seeing things.

"What are you talking about?" Diane sounded confused and scared. "Why would he see anything?" Phil looked uncertain, lacking any sort of precedent for what had just happened. For lack of any better idea he turned on Liz.

"What just happened? What's wrong with him?" Liz started to answer, but he cut her off. "How did you know I saw something? You know things about Max that we don't?" Liz nodded hesitantly.

"I think I know what happened. But I need you to tell me what you saw. It's important."

"Okay," he agreed after a moment, still looking at her suspiciously, "but I want a full explanation." Diane had walked to Max's side, and started to stroke his cheek. "Don't." He put a hand on her shoulder. Startled, she pulled back and looked at him questioningly. "It could be dangerous."

"Philip! He's our son!" She looked at Liz and then back at her husband. "Liz? This, his being sick I mean, has something to do with the differences doesn't it?" She turned back to her son's girlfriend. "Doesn't it?" Where are the others? Liz wondered desperately. I can't tell them everything and I don't know if they'll settle for anything else. She thought frantically, looking for some way to stall until the others arrived.

"What differences?"

"How much do you know?" Philip and Liz spoke at once. Diane looked between the two for a second before deciding to answer Liz.

"I know that you were shot last September at the CrashDown. I know Max healed you." Liz nodded and Phil's jaw hung open. He slowly closed it though and stared at Diane.

"When did you find out about this?"

"A couple of months after it happened," she admitted. "I didn't tell you because Max was so touchy about it. Phil, he said he would leave if we pushed him about it." Her voice was pleading, desperately wanting him to understand her reasons for keeping the truth from him. He nodded reluctantly after a moment's consideration. Again, Liz asked gently.

"What did you see?"

"Don't." The voice surprised them all. They turned to look at Max. Liz moved to him immediately.

"Max? Are you… awake?" Max was still asleep, his eyes were twitching almost violently under his lids. "Max?"

"Mom?" Diane went to the other side of the bed and leaned over him.

"I'm here honey."

"D-don't want to be here." His motions became more violent. "P-please. Don't leave me here!" Liz and Diane shared a worried glance, not understanding. Liz reached out and took his hands. Not really sure how to proceed, she closed her eyes and in a fumbling manner tried to reach out to him. For a moment, nothing happened. Then the connection was made, probably accidentally she realized, just as it had been with his father.

What she saw froze her. She had only seen the room where Max had been interrogated in the vision she had had that night they had broken him out. Now she got a good look at it. This was unlike the previous visions. She was standing in the room near Max. The chair he was strapped to kept him helpless. He could turn his head, but Pierce kept walking around him, moving in and out of view in an effort to disorient him. She watched him as he gave the same answer to every question. "I don't know." Each time he gave that unsatisfactory answer they would hurt him again.

What alarmed her though, was who was asking the questions. Pierce was there, moving in and out of his sight, but he wasn't the only one. She heard another voice and turned to find Philip and Diane Evans standing there looking angrily at Max.

"What are you? Where are you from? Whatever you are, you're not my son." Max's parents carried on like this while Max struggled and protested. Badly shaken, Liz broke the connection.

"What's wrong?" Liz stepped away from the bed, almost tripping over her feet. Phil caught her and helped her steady herself.

"I knew it was something he was afraid of," she breathed, still stunned, "but I had no idea." She turned to Max' father. "Tell me what you saw."

He hesitated a moment, intent on demanding answers, but he realized that he didn't even know what questions to ask. Not used to being completely out of his depth, he decided to trust her.

"Max was in a white room. He was strapped into a chair and people were asking him questions. I could only see one of them though, a man in a suit." He stopped, a pained look crossing his face as he remembered the scene. "He always told the man that he didn't know the answers. Whenever he said that…" He broke off, hardly believing it. Not wanting to believe it. "-they would hurt him. They were torturing him for information he didn't have." Liz nodded unhappily. She had suspected as much even before she made the connection. "Did this happen?"

"Yes and no."

"Meaning what?"

"Pierce, the man you saw, was there, but…" Liz wasn't sure how to tell them. Telling them about Pierce was out of the question, and at the moment, he was irrelevant.

"But what Liz?" Isabel was watching them wide-eyed from the door, her expression shifting from anger to fear to confusion to something that might have been hope when she looked at her parents. She had always wanted to tell them about herself and Max. There had been a time when devising scenarios, imagining the best way to tell them had been almost an obsession for her. Max would never allow it though, and as much as she might disagree with him she wouldn't act alone. That had never even crossed her mind.

Now Liz, an outsider, had taken the choice out of their hands. She felt her anger growing, but knew that it wasn't the time when she saw her brother. She shot Liz a look, telling her there would be a reckoning later. She started toward Max, but her mother was there before her. Liz, who had been watching Isabel with a deer-in-the-headlights look, saw the direction of her gaze and gasped.

"Mrs. Evans…" but Diane was already taking her son's hands just as Liz had and closing her eyes, determined to find out what the other two were talking about. She held his hands for some time, Liz having paused in her attempt to stop her. Almost a minute passed with the others looking on. Liz and Phil watching with worried, helpless looks on their faces. Isabel didn't know what was happening but growing more frightened as she watched. Finally Diane let go and backed away. The look on her face made Isabel's heart crawl up her throat, almost choking her as she made the same realization that Liz had made earlier.

"Did you know?" Isabel blinked; realizing that Diane was speaking to her.

"Mom?"

"Did you know what that man did to Max?" Isabel nodded dumbly.

"Why didn't you tell us?"

She shook her head her breath hitching. "I couldn't. We could never tell anyone. We kind of think our lives depend on it. Pierce is what happens when the wrong people find out." She shook her head again. "I'm sorry. We couldn't."

"'We'? 'Our'?" Phil looked at his daughter. "Can you do this to? The… images… memories, whatever they are?"

"Not memories," Diane interrupted. "We weren't there." Both Phil and Isabel looked at her, waiting for an explanation.

"You weren't just seeing his memories," Liz spoke first. "Some of it actually happened. The rest though… You were seeing his nightmare, the thing he's most afraid of."

"But tha- How? I don't understand. You saw something? What?" Liz answered for her.

"She saw Max in the room at Eagle Rock. She didn't just see what happened though. There was nightmare imagery too. She.. I… We both saw them," she indicated Isabel's parents, "there too, demanding answers, like Pierce."

"He can't believe that. He can't believe we'd allow that." Liz put a comforting hand on Phil's arm.

"He doesn't. Dreams aren't rational. At any rate it's not important right now. Helping Max is. I don't think we have much time." She nodded to Max. "Look at his hands." Phil and Diane looked down to see that Max's hands were covered in a gossamer-like substance.

"What is this stuff? Cobwebs?" He looked at the girls for answers neither one had. Instead of answering Isabel looked at the window.

"Where are the others?"

"Where is the ambulance is a better question?" Phil answered. Blanching, Isabel looked at her father, then at Liz.

"You called an ambulance?!"

"No. I called Maria. She's getting the others." Diane looked up from her son and the spreading gossamer substance.

"What do you mean you didn't call an ambulance?"

"You want to try to explain that to a doctor?" Liz nodded at Max. "Trust us. We'll take care of him." She placed a hand on Max' forehead. "This must have happened at Eagle Rock. The Balance was thrown off slightly. It just snow balled from there."

Isabel nodded thoughtfully. It made a certain amount of sense and was as good as any theory at present. The sound of a car pulling up to the curb outside forestalled any further discussion. Diane looked out the window and then moved toward the door.

"I'll let them in. You'd better be right."

***

Maria was expecting Isabel or maybe Liz to open the door. Isabel had been at the diner when Liz called and had rushed straight home while Maria went to retrieve the others. Now with Michael and Alex in tow she knocked on the door and was surprised when Mrs. Evans opened the door looking pale and worried. What she said stopped all of them in their tracks.

"Hurry. Max is upstairs. Liz said she doesn't think there's much time." When she saw them not moving she grabbed Maria's hand. "Well come on!"

"Er… Mrs. Evans? What…?"

"Liz told us what was happening… some of it anyway. It got kind of hard to hide with the condition he's in now." The teens exchanged worried looks and hurried upstairs. Max was almost covered by the cocoon when they arrived. Liz glanced up at them.

"There isn't much time. Where are the stones?" Michael looked at Mr. Evans, but the man gestured toward Max impatiently.

"If you can help him, do it. Explanations later." Michael turned to Max. One disaster at a time, he told himself firmly. Max looked bad. Quickly he emptied the bag onto the bed, and he began to pass them out.

"Liz. Is. Maria. Alex." They spread out in a rough semi-circle around Max's bed. Then Alex paused.

"Hold on a second." He turned to Diane. "Here. Take my place."

"Alex," Michael protested, "she doesn't know how."

"Neither did we the first time, and you're still here." He turned to Diane. "Just think about Max. Your memories of him. Think about how you feel about him, about wanting him to get better. Just hold the stone in your hands, and concentrate on Max. It will do the rest." Maria handed her stone to Mr. Evans, who took it hesitantly.

"What he said." They backed off and the two adults moved into the circle. They gasped in surprise as the stones began to glow. "Remember to focus only on Max," Maria warned. Despite the strangeness of the events surrounding them and the endless questions they had, they managed to obey Maria's instructions.

The desert. Max was standing near the rock formation where the pod chamber was located. He was standing in the middle of a familiar pattern looking around at friends and family, each standing at a specific point on the figure.

Liz approached first, kissing him deeply. He could feel her fear for him, her confidence in him, and overwhelming everything else her love for him. She spun away from him and he turned to face Michael who grasped his hand. There was loyalty and respect there and a strength of will and keen intelligence that was so often hidden by Michael's rash behavior.

Isabel was next. She pulled him to her in a protective hug. She too was worried about him. There was a fierce protective streak there and an unshakable loyalty. He could feel her anger towards those who had hurt him in the background carefully hidden. Her focus was entirely on him and helping him to recover.

Seeing his parents there surprised him. They were strangely out of place in the, by now familiar, dreamscape. His father approached him more slowly than the others had and Max felt the scene waver, like heat distortions across the desert, and Max flashed back to the dream in which his parents had joined in the interrogation. For a split second the scene shifted and he was back in the white room.

Philip Evans' eyes wandered about the scene, but when he saw the distortion and again the terrifying image of the white room, he focused on Max again, remembering why he was there. They returned to the desert. Stepping forward he embraced Max, unsure what else to do, but copying the actions of the others. Max could feel his worry though. He could also feel his pride in his son, and his love. Whatever doubts or questions the man might have, Max now knew, Philip Evans would stand by him.

Diane Evans' fear was closer to the surface as she approached. For a moment, Max was certain that it was fear of him and the white room returned. Strapped into the chair with Pierce explaining that he had finally figured it out. The fact that Max was part alien wasn't as important as the fact that he was part human. Images of his friends began to flash before his eyes. Then there was the image of Liz. Dead.

Max screamed in denial, in grief. His world seemed to crumble around him. Liz was dead. They had killed her. Killed her because of him. He had fought them for so long, to protect his siblings, to protect her and the other humans they'd grown attached to, all for nothing.

"It's not real." Who was speaking? Max couldn't tell. The voices of Pierce and his mother seemed to blend together. Then they separated and his mother's voice was clear. "It's not real Max!"

"Not yet anyway," Pierce's voice amended.

"It's not real Max. You're having a bad dream." The white room wavered around him. "It's a nightmare Max! Come back to us." Other voices began calling him now, Michael, Isabel, and Liz.

"It's not real Max. Come back to us."