Basically, Max had been too involved with his own thoughts to actually listen to any of Michael’s. So, when Michael showed up at his window, Max figured it was time to pay attention to his best friend. He opened the window for Michael and returned to his bed as Michael entered his room, out of breath and apparently upset about something. He just stood there, staring at the wall, hands on his hips, trying to catch his breath and Max waited for an explanation for his best friend’s late night visit. Max really wasn’t expecting much- Michael didn’t like to talk about his problems to Max. Max was fully aware of that- especially after Michael tried to hide his black eye from him and Isabel. He knew that Michael wasn’t used to people actually worrying about him and he didn’t like people to worry about him.

All Max had to do was listen, but Michael wasn’t uttering a single word. He was still catching his breath, keeping his eyes glued to the wall, but ... Max had a feeling that Michael wasn’t really examining the wall. Michael was trying to fight a battle ... and probably a personal one at that. Max knew this was a rare Michael to Max moment so he took advantage of it and whispered to his best friend, "What’s the matter, Michael?" Max felt relieved then because Michael turned his head- a definite sign of recognition- and replied, "I’m scared Max." ‘Yep, definitely a rare Michael moment,’ thought Max. Michael never said those three words in that order- even in that tone ... well until now. He really was scared and now he had Max’s full attention as Max asked him, "Well, explain Michael..." and trailed off waiting for a response. All Michael said was, "I can’t get her off my mind." Max’s brow furrowed in confusion as he said almost amused, "who, Michael?" Max was sure that he knew the answer to that question , but he wanted confirmation. He didn’t want to think that Michael was like obsessing about Isabel or something really scary like that. "Maria," Michael replied, "I tried ... I can’t..." he trailed off showing how worried he was.

Max knew how Michael would react if he was in this situation. Actually, Max had been in this situation. Max obsessed about Liz lots of times, but he let himself enjoy it. Max didn’t exactly have fantasy dreams of the future, but he had fantasies about being with Liz the way he figured most guys his age had about other girls. Max didn’t know all the details of Michael’s obsession, but since Michael was warning him not to get attached to Liz, he knew that Michael had connected to Maria and that fact was scaring him like nothing else ever did. Max had to get Michael to explain and the only way he could get Michael to open up his problem was to relate it to himself. Max spoke, "What exactly do you mean by on your mind, because I’ve had that with Liz. I mean she was all I could think of for a while. You and Isabel told me to take a step back ... that I shouldn’t get involved. If you’re that scared then maybe you should too." Michael shook his head slightly and replied, "Already tried that. Remember the soap factory? Every time I try to force her out of my mind, she comes back stronger." Max remembered hearing about what Michael said to Maria at the soap factory from both sides. Max asked, "Was she on your mind then?" ‘Probably a stupid question,’ Max thought, but he had to know how long Michael had this problem before tonight. Michael was about to reply when suddenly, Max just knew. Well, it happened to him that way so he asked, "It was the first kiss, wasn’t it? That’s when it started for me and Liz. I mean, when we first really noticed it." Michael nodded and said, "I guess that’s how it works. I ... I can’t let her affect me this way." Max realized that his friend’s problem wasn’t only about Maria. He wouldn’t be over here all worked up at four in the morning unless there was another factor involved. Max had to ask, "Does this have anything to do with why you’re avoiding Isabel?"

That was a bad question if Max ever asked one. Michael became totally defensive as he said, "Don’t change the subject, Maxwell." Max replied matter-of-factly, "I’m not, Michael. I know your actions pretty well. You wouldn’t be over here upset unless there was another factor besides Maria." He noticed Michael relax a little and that made Max feel better.