"Maria!" She shrieked, rushing forward, saving her best friend the only thing on her mind.

Max grabbed her as she passed him. "Liz! Stop!"

She struggled to get free. "Let me go Max! We have to do something."

Max forced her to look at him. He was gentle, but insistent. "They're gone! Liz, you can't help them. You have to let me do it."

Liz calmed immediately. This was MAX. She trusted him.

As they both watched, their arms wrapped around each other, the column of light disintegrated. Michael, Maria and, Liz noted quickly, Tarsus, were all gone.

They had completely disapeared.

Liz threw her arms around Max's neck, realized that this was the first time that she had touched him since he went into the pod. "Max, are YOU okay? What's going on?" She felt tears beginning to fill her eyes. She had been maintaining a brave front up until this point...but watching her best friend disapear before her eyes...it was too much.

Max's hands were stroking her back. "They've been transported to our home planet." He explained quietly, clearly trying not to upset her again.

Nice try, but no way. Liz wondered if she would ever again feel anything other than upset.

"Is that what you were doing?" Liz asked tersely. "You were going to go with him, weren't you?" She could feel herself getting angry at him again. Why couldn't he ever just let them in? Why did he always have to take everything onto his own shoulders? He had been planning to abandon all of them - abandon HER! - and he wasn't even going to tell them...

Max's jaw clenched. "I'm still going Liz." Liz felt him wind his hands in her hair as she jerked with shock. He brought his forehead down to meet hers. "Liz, please try and understand. I have to get Maria and Michael back. They don't want them. It was a mistake. They want me. I have to go and get them myself."

Liz stared up at him, saw herself reflected in the depths of his beautiful eyes. Max! She couldn't lose him again. She couldn't! "I'm going with you." She told him resolutely.

Max smiled sadly. "Liz, you can't. Your human form won't survive it..."

Liz flinched. "Are you telling me that Maria's..." She paused, tried to force the word past her lips. "Dead?"

Max grimaced briefly, touched her face, tried to comfort her. "I hope not. I'm going to do everything in my power to try and save her Liz."

Liz sobbed, buried her head in Max's chest. "Oh God! Maria!" Max's hand cupped the back of her head, as he tried to console her.

Liz became aware of Alex and Isabel standing nearby, equal expressions of shock and grief on their faces. Alex had his arm around Isabel, but she stood stiffly, clearly about to break down.

Liz turned around in Max's embrace. She refused to stop touching him in some capacity... he was leaving her...going into danger to save her best friend and his...

And she couldn't go with him.

She brought her hands to her mouth, tried to control her sobs.

"Max?" Isabel asked carefully.

"I have to go Izzy. You know I do."

Isabel's eyes filled with tears. "Please let me come with you Max!" She motioned to the pod. "I can go through the transformation...I can't let you go alone."

Liz saw Alex's face harden, but he didn't comment. She knew that Alex would consider it to be Isabel's decision, no matter how much he wanted to interfere.

Max shook his head. "No. It won't work Isabel."

Isabel began to look desperate. "But I don't understand Max...how can you go? You're no different. You aren't acting like Michael at all...you still have your emotions. How can you be sure that you aren't still human?" She glanced at the empty pod again. "If you can go, why can't I?"

Max sighed, ran a hand through his hair. "I don't know how I know Iz...I just know." Liz could hear the pleading tone in his voice. "You guys have to trust me. It's me they want and I need to go now."

Liz closed her eyes. She could feel that she was about to start hyper-ventilating. Max gently set her away from him.

She suddenly felt so cold.

Alex quickly came and put his arm around her as Max said good-bye to his sister. Liz couldn't bear to watch them. It was too painful.

She turned and buried her head in Alex's chest...but she couldn't shut out their voices.

"Please Max." Isabel was practically begging. Liz had never heard the other girl sound so desperate. "Please let me go with you."

"It'll be okay Iz, I promise. You need to stay here and protect Mom and Dad - explain to them..." Liz jerked her head up. Was Max saying what it sounded like he was saying?

Isabel sounded equally as incredulous. "Are you telling me to tell them the truth?" Isabel was staring at him. "Max, you are coming back?"

Liz saw Max swallow. She narrowed her eyes. "Of course I'm coming back! I just think that they need to know the truth...It's time." Isabel continued to assess him, but finally nodded. She looked somewhat better then she had a few minutes before.

Max hugged his sister tightly, clearly trying to pass some of his strength on to her. Isabel finally broke free, stumbled away from him. She paused at the wall of the cave, leaning against it for support.

Alex approached Max, who was staring after her in concern. "I'll take care of them Max. I promise."

Max smiled at him. "I know Alex. I knew I didn't even have to ask." Liz felt her tears beginning to flow again as they shook hands.

Alex went to join Isabel, to comfort her. Max turned slowly. His eyes met Liz's.

There was a brief pause as their gazes devoured each other.

His eyes...his beautiful eyes...

"Max..." Liz finally whimpered, could feel her knees giving out.

He was at her side in an instant, crushing her to him. Their lips met in a kiss so fierce, Liz couldn't breathe.

She didn't care.

She wound her hands through his soft hair, trying to hold him to her.

Max finally broke their kiss, breathing hard. "Liz." She raised her eyes to meet his. "Please, I'm depending on you to be strong here. Isabel and the others need you."

Liz swallowed painfully. "Max. I need you to promise me that you're coming back to me." Max's gaze never wavered.

"I will always be with you Liz. You are my heart." She sobbed painfully, kissed him again.

"I love you...Max, please know how much I love you." Max's hands were on her face, in her hair, stroking her back...

"I love you too Liz. I have loved you from the first moment I laid eyes on you and I will love you until my dying breath."

Their lips met again, this time in a kiss so gentle, it nearly broke Liz's heart. "I have to go." He finally told her, his lips on her neck.

Liz's hands traced the contours of his beloved face, trying to memorize them. "How long will you be?"

"They'll be back before you know it...I promise."

Liz placed one more gentle kiss on Max's lips, turned away. "Go...hurry! Please Max."

She felt him sweep his hand down the back of her head one final time. And then he had moved away from her.

It took a couple of minutes, but it seemed far too soon to Liz.

She turned around and watched him take the orbs into his hands. He closed his eyes, concentrating...

And then the flash of light...

He was gone.