He walked slowly through the dark and quiet streets. He was out well past curfew, hell he'd been out past curfew earlier tonight, but he was extra quiet now. At 4:30 in the morning everyone was sleeping. Everyone but him.

Max found himself at the bottom of the ladder to Liz's balcony that he had climbed so many times. Still unsure of what he was planning on doing, he quietly climbed up the ladder, unable to keep himself from going to her. Her balcony, usually lit up with candles and lights, was dark and dead. He walked towards the window to her room and peered inside.

It's daybreak, and you are asleep,
I can hear you breathe now,
Your breath is deep

His eyes were transfixed on her. She was curled up on her bed, the clothes she had worn today were still on, and she was resting on top of the bed, without a blanket covering her. He was tempted to crawl through the window and tuck her in, but he remained motionless. Standing there and gazing in at her. He looked down to the object that rested in front of her on the bed. He couldn't make out what it was at first, but when he looked closer he saw it was the framed picture of she and him when they'd gone to Artesia. He'd given her that frame just last week. He looked hard at the picture, at the way it was resting on the bed. It looked like it had fallen out of her hand. As if she had been sleeping with the picture in her hands.

But before I go,
I'll look at you one last time,
I can hear a heart beat, is it yours or is it mine?

He knew he shouldn't be here, looking in on her like this. He couldn't help it, he'd been drawn here. By the same force that had drawn him to Liz ten years ago, the same force that had kept him longing for her for those ten years. He felt something inside him that told him he should leave, that he shouldn't be up on her balcony like this, spying in on her. He remained however, silent and still. All he wanted to do was to see her. To see her, seemingly content, despite what had happened earlier in the night. He looked in at Liz, at her hands resting on the pillow, her peaceful face, her eyes twitching slightly every now and then. He hoped she wasn't having a bad dream, he hoped the dream wasn't about him. He prayed she was dreaming about something other than what he knew he would be tonight.

I look at your lips, I know how soft they can be,
Did they know what they wanted, the times they kissed me?

His mind drifted to the past two weeks he'd shared with her. The past two weeks of her lips on his, of she and him together. It had been two weeks of bliss. Two weeks of pure elation. Of heaven. It was over now though. Now it was all over. It had to be. Had she meant it all? Everything that had happened between them. Everything she'd said to him. He knew the answer was yes, but he couldn't help but have his doubts. Had she meant it with him - an alien? Had she really acknowledged the fact that he wasn't really human at all? Or was it just something she had pushed to the back of her mind. Did she accept him? The real him.

And your hands, that I've held in mine,
Now they're reposing on the pillow,
Will they ever miss me sometime?

His heart began to break as he thought of the way had left Liz tonight. A complete wreck, eyes filled with tears, head spinning, her knees weak. She had looked as if she was about to collapse into a heap on the floor. And he had kept walking. He had walked away and hadn't looked back until she was gone. All the things that they'd shared over - more than the past two weeks - the past three months he had shattered and ruined. They were all gone. The way she would smile at him from across the Crashdown, the way he would stay until the Crashdown closed, just to be near her for as long as he possibly could, the way she met him by his locker for half the periods of the school day, the way their hands would interlock under the table in bio. Oh God bio, his heart nearly slowed to a stop when he thought of sitting at the same table as her after tonight. Would she even talk to him anymore? If she didn't, would she still think about him the way he would about her? His head spun at the thought of Liz rejecting him, Liz not speaking to him. She had to know that he hadn't meant to hurt her. He was doing it because he didn't want to hurt her. Because it was all for the best. Because being who he was, he could never make her happy.

For two silent, motionless hours he'd watched her sleep. He didn't move a muscle, he hardly breathed. He just watched her through the glass. He watched and all he could think about was the memories they had shared in just two weeks: the memory of her lips on his was vivd, as was the touch of her skin, her breath hot on his cheek or in his ear, her voice whispering his name in greeting ever-so-softly, filled with such love and adoration. He looked at her now through the window. It had begun to rain but he hardly flinched. The drops began to fall harder and more frequently, but he still didn't move. The rain matted down his hair, dripped down his face and soaked through his clothes. He remained looking in at her peaceful body though and remembered. All he could hold onto now were the memories. That was all he and Liz were now. A memory.