"What?" she asked, both confused and annoyed. What is up with him? He's been acting all weird ever since-

"I was just thinking..." his sentence trailed off.

"You were just thinking what?" Now she was annoyed.

"I was just thinking, that, maybe, you know, we should...uh...talk."

"Talk?" Liz couldn't believe it. After all they'd been through, Max still couldn't be honest with her.

"Yeah...about us."

Us? What did he mean by "us"? "I think that you're right. We need to...talk."

"Back to work Miss Parker. Mr. Evans, would you mind joining us back in this world?"

Damn. That last thing Max needed was the Professor on his case. The bell rang, signaling the end of second period. Max gathered his books, then ran to catch up with Liz. He grabbed her arm and pulled her into the nearest classroom.

"Look. I know that after what happened on the road trip..." he hesitated, not knowing whether or not to go on. He decided to just get it over with.

"I know that you're probably mad at me for getting you almost killed, and dragging you out, like, 300 miles-" he was talking so fast that Liz had trouble comprehending the words.

"Wait!" she interrupted. "Did you say that you almost got me killed?" She gave a harsh laugh. "You didn't almost get me killed. I almost got me killed." Her tone softened. "I know that you would never do anything to hurt me. Not intentionally, not accidentally, not ever. Max, I know that you love me, and you know what?" She was almost in tears. "I...I..." She was having trouble getting the words out. "I love you, Max."

Max felt his heart catch in his throat. She loved him! He felt invincible. He could do anything! She, Liz Parker, smart, popular, pretty, was in love with him. He'd dreamed about her, he'd thought about her, he'd been in love with her for eight years. Snap out of it, Evans. She was staring at him, tears welling up in her eyes.

He doesn't feel the same way. He doesn't love me anymore. She felt the tears run down her face. Max reached over and wiped them away. He caressed her face with his hands, running his fingers over her high cheekbones, her nose, her mouth. He stepped closer to her, gently pulling her face to his. "Liz" The word was a whisper on her cheek. She looked up into his eyes, then let her gaze travel to the rest of his face. She frantically searched with her eyes, trying to memorize his face. Her gaze went up to his hair, the dark hair that drove her crazy. She ran her fingers through her hair, pulling his face down to his. She wove her fingers through his hair, waiting. Then she felt it. His lips on hers. She kissed back, passionately, as if this was last time she would ever see him. It was the perfect first kiss. Then...she heard it. She pulled away, frantically searching. She looked up at Max and knew that he had heard it too.

"Do you know what it was?" she whispered.

"No. Stay here, I'll go check it out."

She sat down at one of the desks, thinking of how his lips had felt on hers. She closed her eyes, thinking, remembering, everything about it. She didn't want to forget it. Not now. Not when there was so much to lose. Not when it could be the last kiss. But it was only the first kiss...it couldn't also be the last, could it? Her eyes got wide, her thoughts started whirling.

"Liz!" Max hissed. "We need to get out of here!"

"Why?"

He didn't have to say it. She could tell by the look in his eyes. She crept over to the door, and saw Valenti standing there. He didn't see them. The bell rang, shattering the peace and quiet of the room.

"Damn." Max muttered the curse only loud enough for Liz to hear. "We're late, and we're not going to be able to make it out of here."

"Unless..." her voice trailed off, her mind whirling with thoughts.

"Unless what?" his voice was urgent, his eyes widened with fear. His heart was racing, the way it did when he was upset or scared. And he was both.

"Well, there's only on way to find out." Liz muttered under her breath.

She let out a shrill scream. Valenti looked over at the room, them walked in. Max lay on the floor, his skin ashen.

"Miss Parker, what's the matter?" Valenti questioned.

"I...I came in here, and...and...he was laying here...I don't know what's wrong with him. Please help him, Sheriff."

"I'll do my best. Please go to class." He was getting an idea.

"No!" she screamed. "I mean...no, I couldn't leave him, not now. Not with him like this."

"Please, Miss Parker. Leave now." His voice rose along with hers.

"No." she spoke it firmly, calmly. "I'm not leaving."

"Fine. Have it your way." He grabbed Max, pushed Liz against the wall, and took off. Max's eyes flew open, making frantic eye contact with Liz, then squeezed his eyes shut as Valenti dragged him down the hall. Liz turned around so she didn't have to look. She squeezed her eyes shut, then heard a thud. She turned around so fast she hit her head on the wall. She couldn't believe what she saw: Valenti on the ground, Max standing next to her, and Michael standing over Valenti.

"He's out. Let's go." Michael spoke the command calmly, rationally.