"Hey, Max," she joked. "Nice to see you."

Over her shoulder, Max squeezed his eyes shut, willed the tears away. "I just missed you."

She laughed again. "Okay. You know, you weren't gone that long."

He pulled away from her, determined to keep the bad news from showing in his eyes. "I just went to drop Liz off." He saw Isabel's expression fall as she obviously recalled the events of the day. He touched her cheek lightly.

"Is something wrong?" she asked, her voice soft, her eyes fearful.

Max got up from his knees and sat on the edge of the couch. "I don't know. Can you answer that question, Is?"

She sighed, couldn't meet his gaze. Staring fixedly at the television, she set her jaw and he could tell she was trying not to cry. "Something is happening to me," she said so quietly he wasn't sure he'd heard her.

"What's happening, Isabel?"

She shook her head. Her hand went to her chest and she looked at him. "Something inside of me is changing."

He nodded in understanding. He knew something was changing inside of her - he'd seen the biological proof of it. Drawing in a breath, he ventured forward. "Do you remember what happened at Michael's last night?"

She looked confused. "Michael's? What happened at Michael's?"

God, how to say this one? Gee, Is, you waltzed over to our friend's house, woke him from a sound sleep and then decided to manhandle him. Max decided to take a different course. Maybe she didn't need to know what had happened at Michael's. "Do you remember what happened in the courtyard at school yesterday? Between you and me?"

"Between you and me?" she echoed. "Max, you're scaring me."

"I'm sorry. I'm only trying to help. You were with a bunch of jocks from the football team - "

"Jocks!" Her eyes were round with disbelief.

"I tried to get you away from them. You broke my nose."

"Oh, come on, Max! I couldn't - "

His hand went to the scrapes that were still evident across the bridge of his nose. "It's true," he said gently.

Isabel remembered asking him what had happened to his nose when he'd gotten home from school the day before. Something about being elbowed in gym class, he'd told her. She felt her eyes start to tear.

"You cold-cocked me," he said, allowing himself a disbelieving laugh. "Then you left with the jocks."

"I don't remember."

He put a hand on her shoulder, soothing her. "I know."

Her eyes snapped to his. "What did I do to Michael? Did I hurt him?"

Max shook his head. "No, you just wandered over there in the middle of the night, woke him up…"

"Why?"

He shrugged. He didn't want to embarrass her with the details.

Isabel felt the first tear roll down her cheek. "God, Max, what is happening to me?"

He enveloped her into his embrace, smoothing her hair and rocking her gently. "I don't know, Isabel, but we'll find out, okay?"

"How are we going to find out?" she sobbed against his shoulder. "Who can we possibly ask for help?"

______________________________________________________________________

"Maybe it's a 'Species' kind of thing," Michael offered.

Max looked at him, his brow furrowed in confusion. "What do you mean?"

They were at Michael's apartment. Michael was sitting uneasily on the arm of the couch and Max was pacing the floor.

"Remember that movie?"

Max snorted. "Yeah. Once again the aliens are evil, out to kill us."

"They were also out to mate."

Max stopped pacing and eyed his friend. "And that pertains to Is how?"

Michael shrugged his broad shoulders. "Think about it. She was hostile to you when you asked her if she wanted a ride to school. Then she was hitting on the jocks - and she thumped you a good one in the face when you tried to interfere. Then she came over here and…well, you know the rest." Michael gave a nervous little laugh. He'd enjoyed Isabel's presumptuousness a little more than he cared to admit to anyone - including himself. "Looks like you're the only one she was pushing away."

"So, what? This is all my fault?"

"No, you're her brother."

"So?"

"She knows she can't mate with you. What's the point in dealing with you?"

Max sighed and put his hands on his hips. "This isn't a movie, Michael."

"Yeah, I'm aware of that. But it does fit the bill."

Max ran his hand through his dark hair. Okay, he'd entertain Michael's hypothesis for now. "So, you think Isabel needs to reproduce?"

Michael shrugged.

"Well, that would be a hard one to explain to Mom and Dad." Max slumped to the chair.

Michael leaned in closer to him. "I mean, wouldn't that kind of explain her…her forwardness?"

Max thought about it. In 17-year-old-boys' fantasies it would. Everything was sex to a 17-year-old. But, he knew something Michael didn't - he knew about the cell mutation Liz had found. It could be Isabel's behavior was a result of the cell damage in some part of her brain. She wasn't herself - maybe it had a neurological cause.

Max realized Michael was looking at him for an answer. "It could be," he said, not really believing it himself. "But she hasn't done anything like that since."

It was Michael's turn to sigh. "I don't have any other ideas, Maxwell."

______________________________________________________________________

Max hoisted himself over the top of Liz's fire escape and stopped short. He hadn't expected Liz to be sitting on the rooftop looking at him. He suddenly felt a little embarrassed for inviting himself up; he shoved his hands into his pockets.

Liz closed the journal on her lap and laid it on the end of the lounge chair. "Max," she said, her voice a little amused at his expression. It read I've-been-nabbed.

"Uh, hi, Liz," he stammered, shifting his weight from one foot to the other. "I just wanted to…is it okay that I'm here?"

"Guess I don't have a choice now," she said, no malice in her voice, her eyes creasing a bit in the corners.

Max took a step backward. "Oh, sorry. I shouldn't have-"

"Max, it's okay." She got to her feet and stood before him. She was smiling now. "I was just messing with you."

Max let out a relieved sigh, smiled himself.

"Is everything okay?" she asked, touching his arm briefly. God, he wished she'd quit communicating physically. Actually, he wanted her to stop because he didn't want her to stop. If she never touched him, maybe he wouldn't miss her touching him more.

Max shook his head, his smile fading. She touched his arm again, this time leaving her hand there. Her expression was one of concern, of warmth…and maybe something else. She pulled him down to sit sideways on the lounger with her.

"Is Isabel okay?" she asked, her voice so soft and full of concern that Max felt his stomach jump.

He shook his head again. And for some inexplicable reason he felt tears well up in his eyes. Great. Just freaking wonderful, he thought as the first tear rolled down his cheek. Now he was going to sob in front of her because he was scared and worried. What a baby. What a strong, all-powerful alien he was…

And then her arms were around him and he couldn't stop the sobs that racked his body. He felt like he couldn't get enough air and he gasped in each breath, his eyes clenched tightly as he pulled her slim body to his. He knew he was crushing her, but now that she was in his arms, he couldn't let her go, couldn't let any space come between them. He could smell her shampoo, her light perfume, a scent that was Liz's own. Her hands were in his hair, her lips against his ear - she was saying something to him but he couldn't discern what. Whatever it was, it had a calming effect on him and he felt his breathing start to even out. As the tears were tapering off, he fully realized that he had Liz Parker in his arms, that he could feel her moving, breathing, living against his body. She was warm, soft; she smelled so good. Through her shirt, he could feel her heart thumping quickly against his chest. He couldn't take it.

Max pushed himself away from Liz and before he could register her hurt, confused expression, he took her face between his hands and brought her mouth to his. At first their kiss was tentative - neither of them moved. Seeing he wasn't going to be rebuked, Max moved his lips cautiously against hers, asking the question non-verbally. Liz responded by opening her mouth slightly, inviting him. And with that the floodgate opened - all of the frustrations of the last months poured out of both of them as they deepened their embrace. Arms encircling one another, they fell to a prone position on the lounger, but their combined weight was decidedly off-centered and the lounger tipped to the side. Max fell with a thud on top of Liz. He heard the air rush out of her as his weight pinned her to the rooftop and he started to pull himself off her. Liz desperately put her hands on the back of his head to keep his lips on hers.

Max felt small hands against the skin of his back, across the width of his shoulders. Without being entirely conscious of it, his shirt was thrown aside, followed shortly by a very feminine sweater. He groaned when he felt the skin of his stomach meet Liz's bare stomach. Every muscle in his body tightened as he reached for the zipper of her jeans. Her hands were already at his waistband, working the top button.

He stopped.

Liz froze, looking up into his dark eyes, her own eyes round with apprehension. She had the fingertips of one hand inserted into his waistband and she could feel his stomach expand against the palm of her hand with each breath he took. She held her own breath for fear that even breathing might frighten him away. Mustering all of the courage she could, she decided one of them needed to make a move - and it might as well be her, and the move she wanted to make.

Liz let a gentle smile crease her features. With her free hand, she left the zipper of his jeans and lightly traced the tracks of his tears. She saw the confusion in his eyes, his internal battle over the decision he needed to make. She eased his shoulders away from her and pushed him into a sitting position. His expression darkened as he watched her get to her feet and retrieve her sweater. Liz smiled to herself - she knew he thought he'd been rejected. She turned and walked toward her bedroom window, stopping to look over her shoulder. He was sitting on the roof, half dressed, looking like a truck had hit him. Liz held out her hand to him.

"Are you coming, Max?"

Max's head whipped around at her words, his mouth dropping open against his will. His eyes settled on Liz's out-stretched hand, registering what she meant and he was quickly on his feet.

In her bedroom, Liz turned on a small lamp on her dresser, then proceeded to take off her jewelry. Max stood shifting nervously by the window. He shoved his hands into his pockets. Liz caught his movements in the mirror and smiled. She addressed him in the mirror, "Why don't you take your shoes off?"

He stopped fidgeting and met her gaze in the mirror.

"You are staying a while, aren't you?" Liz asked. She felt like her whole body was tingling, and she had no idea how she was managing to act like the one in control.

Max nodded anxiously and sat on the bed to remove his shoes. No sooner had his butt touched the blankets than he jumped back to his feet and sat on Liz's rocking chair instead. Liz bit her lip to keep herself from laughing.

She finished removing her necklace, then turned to him. She stood before him in her bra and jeans, and she slid her hands into her back pockets. He looked up at her, his eyes pausing at her breasts before traveling to her face. Liz reached down and cupped his cheek. He closed his eyes to savor the sensation, then brought his hand up to cover hers. He opened his eyes, the corners wet again.

"Why?" he asked simply.

Liz didn't smile. She drew in a cautious breath before she spoke. "I think you know."

Max rose to his feet and pulled her close, reveling in the feel of her warm body. He kissed the side of her head as his hands moved to her bra clasp. Against her ear, he whispered, "Are you sure?"

Liz nodded her response, and almost immediately felt her bra unsnap. Max separated their bodies just enough so that the pesky garment could fall to the floor, then pulled her close again. Both of them groaned as bare skin met bare skin for the first time. Liz's hand circled Max's hip, then came to rest on the curve of his butt. It didn't linger there long as it moved to his zipper again. She felt his stomach muscles tighten again as he moved away from her.

"Max?" she asked, her voice small.

But he smiled at her and took her by the hand. Positioning them by the bed, he kissed her lightly, tenderly as his hands moved to her zipper instead. With a bit of awe, Liz noticed that his hands were trembling. She touched one of his hands lightly, then helped him with the button and zipper. She could feel him smile against her lips as his hand slid inside of her jeans and found her lacy underpants. She smiled back and then reached for his zipper. Again he withdrew.

This time Liz pulled back and looked him in the eye, her expression showing her confusion. He looked almost embarrassed.

"Max, what is it?" she asked gingerly.

"I, uh…"

She touched his face. "It's okay," she soothed. "You can tell me whatever it is."

His faced reddened, only deepening her confusion, as he looked to the floor.

"Please?" she coaxed, lifting his chin so she could see his eyes.

He swallowed hard, then spoke softly. "I don't want to disappoint you."

Liz's heart swelled with his concern for her and she kissed him lightly. "You can't disappoint me," she whispered against his skin. "I'm already satisfied, Max." As she spoke, her fingers deftly dropped his zipper and her hand slid inside. Liz's eyes widened as she realized Max Evans didn't wear underwear. Almost against her will, she giggled.

Max shifted his weight again, obviously embarrassed and a little hurt by her reaction. "I was in a hurry and I didn't know…that I'd be entertaining…I don't want you to think that I-"

Liz held up a hand. "Okay, stop." She gave a little laugh. "It doesn't matter, Max. They were coming off anyway."

He realized she was right and saw the humor in the situation. He laughed a light laugh, nodding his head in agreement. He stopped laughing when Liz's hand snaked around his waist and pulled his wallet from his back pocket.

She held up the black leather billfold. "Do you come prepared?" she asked hopefully.

Ut oh. Catch-22 time. Did he want to admit to her that he carried a condom just in case - well, just in case a situation like this presented itself? Did it seem like he was expecting something? Or did it look like he was just an optimistic kind of guy?

When he didn't answer, Liz flipped open his wallet and retrieved the condom. His face showed a mixture of guilt and shock at her boldness. But she was smiling.

"Oh, you do come prepared," she said, tossing the wallet and the condom onto the nightstand and wrapping her arms around him. "Make love to me, Max," she breathed, looking into his eyes.