He smiled at her, then turned his atttention to the Professor as he explained the lab.

Liz didn't have as much luck. She kept looking at him, knowing something was wrong. Max was never late unless something was wrong. Stop over reacting. You're just freaked out because Valenti caught you yesterday. Max is here now. He's fine.

The Professor finished talking, and Max started to get everything together. Liz couldn't hold it back anymore.

"What happened yesterday?"

Max looked at her, his face grim. "Nothing much. He just hauled me in and asked me what I was doing in there with you. I said we were just working on homework and then he asked where the books were. I said that we had just finished when we heard him in the hall and I passed out from lack of food.

Not very imaginative, but it got him off my case. For right now. I'll tell you the rest after class." Liz looked at him in bewilderment, then realized that the Professor was watching them.

"Okay." She said under her breath. They worked the rest of the period in silence, talking only when they needed to. I didn't think things would be this awkward, Liz thought to herself. The bell rang, and Max took her arm and steered her to an empty corner of the hallway.

"Michael and I are going to look for the spaceship. We want to see if we can possibly find it. We're going right after school, so if Valenti says anything to you, just say we took a road trip to pick up some stuff for out parents. Okay?"

Liz couldn't talk. She just stared at him in shock.

"What?" He demanded.

"You're not even going to let me go with you?" She was hurt, and it must have come out in her voice, because Max eyes clouded over.

"No. I'm sorry Liz, but this is something Micheal and I need to do together. Alone." he added quickly when she started to protest.

She gave up. "Fine. I'll cover for you. But stay safe. Don't do anything stupid." She aded softly. Max looked at her tenderly, then gave her a quick kiss as the bell rang. "I'll see you tomorrow." he called as he went off to class. _______________

By the time Max got out to his car, Michael was already there.

"Let's go." Michael said, hopping into the front seat of the jeep.

They drove towards the highway that would take them out of town. They drove in silence for a couple of miles, then Michael spoke up.

"So where do you want to look first?" he inquried.

"I don't know. It's your call," Max said. "Why are we doing this again?"

"Because in case Valenti knows about us, we need to find the ship so we can get out of here." he spoke the words in an "I mean it, no arguing" tone.

"Fine. Just tell me where and we'll start looking."

They drove for 30 more minutes before Michael stopped Max. "Right here."

"Here?" Max couldn't keep the bewilderment out of his voice.

"Yeah. And be careful. The cliff's really steep."

"Whatever you say." As Max started to pull over, he got a sudden pain in his head and tried to make it go away, but the pain just got more intense.

"What's wrong?" Michael's voice held a little bit of annoyance.

"I don't know. I've suddenly got this pounding headache. I'm going to pull over."

He jerked the car to the side, noticing to late the tire in the middle of the road.