She had to try something. It was either try her plan, or let him leave, never knowing the truth. And Liz was willing to try anything at this point.

Tapping her fingers nervously on the steering wheel, Liz glanced down at the clock on the radio. It was ten minutes until eleven. The drive out to the caves was usually around 30 minutes long, if you were going a normal speed. But Liz wasn't. She looked at the clock again. It was 11:51. She pounded her foot on the gas pedal even harder.

After what seemed like an eternity, Liz finally reached the caves. It was 11:59 exactly. Forgetting to even turn the car off, Liz jumped out and ran at full speed to the granolith, leaving the car door wide open.

"Max! Max!" she breathlessly yelled upon entering the pod chamber.

From inside the cave that contained the granolith, Max heard her. "Liz..." he mumbled, surprised.

Liz ran in to where they were and stopped. They were all standing around the granolith, holding hands, preparing to leave.

"Liz? What's wrong?" Max broke his hold with Tess and Isabel and walked to her.

"Um, nothing is wrong really, I just...." Liz looked beyond Max at the three people staring at her. "I need to talk to you......"

"Okay," Max nodded.

"Alone," Liz added, loud enough only for Max to hear.

Max turned to Michael. "I'll be right back..."

Michael rolled his eyes and huffed impatiently, "Make it quick, Maxwell."

Liz led them out of the cave into the desert, and Max noticed the Parkers car, still running with one of the doors wide open. He also noticed that Liz's hair was wet, and that she was looking generally disheveled. He was beginning to get worried.

"Um.....oh God....." Liz mumbled nervously, wringing her hands.

"Liz, what is it?" Max took her shaking hands into his.

"Okay..." she took a deep breath and attempted to calm herself. "I need to tell you something, Max. And I don't want you to say anything until I'm finished, ok?"

"Okay..." Max mumbled, confused.

"And there's one other thing..." Max looked at her, eagerly waiting for her to continue. "You have to promise me that after I tell you this, you are still going to leave..." Liz forced her eyes to meet his, "to go to your planet."

He nodded slowly and waited for Liz to go on. What could possibly be so big that Liz thought he might actually change his mind and stay?

Liz shut her eyes briefly and took another deep breath, preparing to speak. "Max, I never slept with Kyle." She waited a moment before going on. Max's expression hadn't changed yet. "I made you believe that I slept with him. It was a setup." Now the look on his face was one of confusion and hurt. "A version of you, from fourteen years into the future came to me one night, the same night that you sang to me with the mariachi band. He told me that I needed to make you fall out of love with me. He said that in the future, we became so close that Tess felt alone, so she left. And that weakened all of your powers'. The Skins took over and Michael and Isabel were both killed. He said it was the end of the world. And the only thing that could be done to prevent it was for us to fall out of love."

Liz was looking at the ground by now, praying that she hadn't just changed history again. She brought her eyes up slowly and looked at him. Max's mouth was open to speak, but Liz stopped him.

"Wait. I'm not finished." She swallowed and looked down at the ground again before continuing.

"Max, since the day that you saved me in the Crashdown, I've never been the same. And not just physically like Ava told us. You changed me. You changed the way that I thought, and you became this force in my life. Everything I had ever thought about seemed so petty and stupid, and you gave me meaning, Max. I didn't know what it felt like to really live until you saved me that day. And I know you always blame yourself for putting me in danger and giving me problems that I don't need, but it's not like that at all," Liz felt her voice begin to waver as she tried to collect her thoughts.

"Do you remember when I told you that I didn't want to die for you?" Liz half whispered. Max nodded slowly.

"I lied..." she whispered as tears began to fall.

"Max, I would die for you in a second. It never mattered to me that sometimes I was risking my own safety just being with you. All that mattered was that I was with you. And even now, if there were any way that we could be together, even if it meant giving up everything I had ever known and risking my very life, just to be with you, I would do it, Max. You're the only thing that's ever really and truly mattered to me. And no matter what planet you're on, no one or nothing is ever going to mean what you mean to me ever again." Liz swallowed a sob and went on.

"I'm sorry that I had to lie to you. And I'm even more sorry that I hurt you, because you don't deserve that. I only did what I thought was right. And I would do it all over again, if it meant saving you. I love you, and I always will. You're everthing to me." She took a deep breath and sighed heavily. There. She had told him. He knew the truth. Finally.

Liz dragged her eyes up to meet his. What she saw almost broke her heart all over again. Max was crying openly, not even attempting to stop the flow of tears down his face. And he wasn't moving at all. He was just standing there, staring at her.

"Liz..." he whispered breathlessly. Without another word, he grabbed her and pulled her tightly into his arms, not caring about how gentle he was being for once.

Liz allowed her body to relax in Max's arms. She was home. This was where she belonged.

"God, I'm so sorry, Liz..." he whispered into her hair.

"You don't have anything to be sorry for Max..." she whispered back.

They stood there for several minutes holding each other until Max finally spoke.

"I can't believe I have to leave now," he said softly.

Liz pulled away just enough to look into his deep brown eyes. "You have to leave, Max..." she said softly.

"But we're just beginning...." he said, more to himself than Liz.

"I know...." she whispered.

Liz pulled him close again and rested her head against his chest.

Max continued thinking about everything that Liz had said, and about Michael and the others inside, waiting for him.

"Liz...I know a way," he said suddenly, pulling her away to look in her eyes.

"A way to what?" she asked confused.

"A way that we can be together...and I can still leave..." Max's eyes were widening as Liz continued looking at him.

"Wait here..." he released her and walked back into the cave.

"Michael!" Max called to his friend.

"Finally," Michael shrugged and stood up.

"We can't leave right now," Max stated firmly.

"What?" Michael asked, shocked at his words.

"Tomorrow. We will leave tomorrow."

"Max, time is running out. We need to leave," Michael said impatiently.

"I know but one day isn't going to make that much of a difference. And this is important." Max paused before adding, "I need to make something right."

Michael thought of what Max could be talking about and rolled his eyes. Liz.

"Fine..." he mumbled.

"Okay, we'll meet back here tomorrow at noon. Okay?" Max looked from person to person and waited as each one nodded. He hesitated not a moment more before returning to Liz.

"Let's go..." he grabbed her hand and began walking towards Liz's car.

"Max, where are we going? What are you doing?" Liz frantically asked as Max practically dragged her to the car.

He stopped walking and took her hands. Looking soulfully into her eyes Max whispered, "We have one night, Liz."

Liz's eyes widened in surprise and she opened her mouth to speak. Max already knew what she was going to ask.

"Noon tomorrow. That gived us twelve hours," he said quietly.

Liz nodded her head slowly in understanding and looked at the ground. For a moment, Max felt himself begin to panic at the thought that maybe this wasn't what Liz wanted.