Just a bit of a What If following the plot of season 2 fairly closely. I may have taken some liberties with the timeframes between events for the sake of the plot. Though, since I went to school in the Southern Hemisphere, I don't really know how much time passes between Christmas and Prom in US schools.

Liz let herself pretend as he pulled her into his arms. This was still Max. So completely the same; and so incredibly different. But the heat of him as he held her, the look of adoration in his eyes when he looked at her… This was still the man she loved. No matter what he had been through in the 14 years that she would never have.

She laughed when he spun her. Part of her was shocked that she could laugh at a time like this, but she silenced that part. If this was the last time she would get to touch the love of her life then she wasn't going to waste time mourning or worrying about tomorrow. And the way he smiled as he pulled her back into his arms made her heart flutter like it always did when Max held her. She met his eyes and couldn't stop herself. She leaned up on her toes to touch her lips to his.

His arms tightened around her and for a fraction of a second he hesitated but then his lips were crushing against hers. He kissed her like he was drowning and she was oxygen, pulling her even closer and holding her like he would never ever let her go. It was all she wanted. He was all that she wanted. His name shuddered across her lips.

His breath was ragged as he forced himself to stop, to loosen his grip and ease back. This wasn't his wife; this was an innocent 17 year old girl who deserved better.

"Liz…" He sighed, "I'm sorry. I… I shouldn't have taken advantage. I didn't –"

"Max." Liz interrupted him, "I love you. I am so completely in love with you. And tomorrow I'll have to… All I have left is tonight. And tonight all I want is you." Her voice dropped to a whisper as she slid her hands to his chest, "Please, Max. Give me tonight."

He brought his hand up and brushed his thumb over her cheek. "It's not a good idea, Liz. I'm going to vanish any moment. Besides, you said you weren't ready."

"14 years." Liz fisted her hands in his shirt, "You had 14 years. All those days that you had, all those moments – I will never have any of them. I know that tomorrow is going to be hard. That the next year is going to be agony. That I will never get to kiss the man I love again. I need one more perfect moment to get through that. I want you to be my first, Max. I've always wanted that."

Max brushed her hair back from her face and gave her the tiniest smile, "I never could say no to you."

He leaned down and pressed the lightest kiss to her mouth then he scooped her into his arms and carried her inside to her bedroom.

Afterwards he lay holding her in his arms, his fingers tracing designs on her skin. Just as he had the first time, fourteen years ago and today.

"I remember our first time." He spoke softly, "It was perfect. We were both so nervous and clumsy and awkward."

He let out a small laugh. "It was perfect," He repeated, "And it was nothing like this."

He wasn't looking at her now. Instead his eyes were staring at things she would never see. She reached for his hand while he continued to speak.

"I left her behind," He glanced at her blindly, "My wife. The woman I loved my whole life. We both knew what coming back here would mean; that it would destroy us both. And I left her." There were tears in his eyes now. He grasped her hand and placed a kiss on it.

"And you're not her," his voice a whisper now, "And now you never will be. I'm sure you'll still be beautiful and brilliant and kind. I know that no matter what the future holds I would love any version of you. But you won't be the woman that I was married to for 11 years. She's gone now."

His breath was shuddering now as the tears took him, "Hopefully you'll have fewer scars. Hopefully you'll see less grief… hopefully you'll be happy."

Liz pulled him into her arms, his head resting on her shoulder as he wept for the wife he would never have, all the glorious days that she would never know.

"Shh…" she whispered in his ear, "It's okay. I'm right here. I'll always be here. I love you, Max."

She held him as the tears faded and his breathing eased. He pulled back and reached to smooth a hand over her hair. But the hand was fading before his eyes.

He took a deep breath and looked one last time at the only woman he had ever loved.

"I'm not worried about you, Liz." He smiled, "It's going to be hard, but you're the strongest person I ever met. You amazed me every day. You can do anything. Don't ever forget that."

She could see him fading now. She tried to hold onto him but there wasn't anything to hold onto.

"I love you, Liz Parker." His voice echoed through her soul as he disappeared completely.

Liz spread her hand across the empty space beside her on the bed. Her hand fisted into the sheets and she curled in on herself – alone in the room, alone in the world – as she let reality consume her and she wept.

Liz fumbled blearily for her beeping alarm. She managed to shut off the blaring noise and collapsed back onto her bed, staring at the ceiling. Her head ached. Her throat burned. Her eyes were crusted from crying herself to sleep. She felt like she had a weight on her chest, pinning her to the bed. She flapped the duvet over her head.

Maybe she could just stay here. Tell her parents she was sick. Forever. Never have to face anyone. It was a different world that she woke up into today than it had been yesterday and she cringed away from the thought of having to face it.

Maybe she could take it back. Maybe she could run straight to Max and tell him the truth. So what if her story was completely insane and he had no reason to believe her and every reason to hate her. She could still salvage…something.

But she could hear his voice whispering in her head – I'm not worried about you Liz. He gave up his whole life for this. He was counting on her. She couldn't let him down.

Besides, she thought as she dragged herself into the bathroom, there has to be a first day of this. Better to get it over with than live in dread of it for however long she could put it off.

...

There was always another crisis. She shouldn't have been surprised when the whole team showed up at her door needing info on Whittaker. She had been hoping she might be able to avoid Max for at least a day but of course the alien drama wouldn't give her a break. And now she was stuck in a house with him in a tiny town with nowhere to run to. The drive had been the worst, mind-blanking on any reasonable answer to his very direct questions. She'd stuttered out some vague excuses. She found herself repeating "It just happened".

Then there was the sitting right next to him at the Crawford's pretending it wasn't remotely uncomfortable. And now it seemed like every time she walked into a room Max was there. She needed out. She needed air.

She should have known it wouldn't be that easy. Why was he making this so hard? Why couldn't he just hate her and refuse to speak to her? Why did he have to have such faith in her?

She steeled herself, looked him in the eye and lied.

"Kyle and I made love. The end. I'm sorry."

She could practically see his heart break. She watched him walk away, and then she turned and moved blindly in the other direction.

...

Three weeks and still she was tiptoeing around Max. She missed him. She missed everything - his jokes, his smile. She missed being able to just sit next to him in class. She felt sick when she thought about him. And she couldn't stop thinking about him. The stress was making her physically sick, plus exhausted all the time. She couldn't continue like this. She needed some kind of stability with Max, an understanding of some sort. They couldn't ever be together but maybe if they could start over as friends she would finally be able to breathe again.

But when she asked him he said he couldn't be friends. And, as they found themselves once more dragged into alien drama as dopplegangers swarmed the town, Liz found herself wondering if this would be her life from now on; forced to work with Max but unable to talk to him.

Then suddenly he was leaving. Off to New York and not sure if he was coming back. She walked through the next days in a blur, feeling like she should have said something to stop him leaving. She was certain she should have felt relief to have some time apart from him but instead she missed him even more. It certainly didn't help when Maria confronted her about the rumours she'd slept with Kyle. She thought she would at least be free of that particular lie with Max gone but somehow she was back to looking someone she loved in the eye and destroying their faith in her.

It was somehow worse with Maria. Liz made it through all of one evening of Maria's snide remarks and cold shoulder. That night she couldn't sleep, Maria had been the one constant in her life through all of this alien insanity and she didn't think she could do it without her. Finally, at 3 am she gave in and called Maria, demanding that they meet straight away.

It was hard to tell her what had happened. It took her a few tries to figure out how to start, but as she continued she felt like a weight was lifting from her heart. She'd been holding this in for almost a month and to finally tell someone was a huge relief. Even more so when Maria was so accepting of her explanation and apology.

"I'm so sorry that I got so mad," Maria shook her head, "I should have known that it was, you know an alien thing."

Maria sighed and then asked the question Liz had been dreading, "Are you still a virgin?"

Liz hesitated, knowing that this was the secret Maria might not forgive her for keeping.

"No," She whispered. Seeing the look on Maria's face she hurried on, "I wanted to tell you but I couldn't without telling you the whole story and he said I couldn't tell anyone. After all of that, when we were waiting to see if Future Max would disappear, I slept with him. I slept with a 32 year old version of Max that is never going to exist."

Maria blinked at her, "Wow... that's..." She trailed off.

"I know!" Liz buried her face in her hands, "It's messed up on so many levels. I mean, when I think about it now, I feel like I betrayed Max, and I know the age difference is pretty creepy, not to mention the whole lost my virginity to a guy who doesn't exist thing. But, you know, at the time..."

She took a deep breath and looked back up at Maria, "He was Max. He was Max in all the most important ways, including how much he loved me. And I knew it was my last chance to be with Max like that so I just... I didn't think about the consequences or the context."

Maria was looking at her with sympathy again.

"Okay," She said, "Under the circumstances I guess I will forgive you for not telling me that you lost your vigrinity for – how long?"

"About a month." Liz replied.

"A whole month!," Maria shook her head, "I'll let you pass on that failure as a friend. But don't think you're getting out of telling me all of the gory details. Tell me everything. Did it hurt?"

"Not really," Liz confessed, "There were some moments of discomfort, but they didn't last very long. And he definitely knew what he was doing."

"Oooh," Maria laughed, "So how long did it last? First kiss to orgasmic afterglow? How many minutes are we talking?"

Liz grinned as she tried to answer her friends increasingly detailed and specific questions. She'd been alone with this secret for too long. It was worth all of the embarrassing questions to have Maria back on her side. She even found herself thinking maybe she didn't need to be on speaking terms with Max if she had Maria to hold her hand and make her laugh. It still wouldn't be easy to sit next to him in class or in their alien crisis meetings, but having an ally made the prospect infinitely easier to face.

...

Liz had stopped counting the days since Future Max had disappeared. Things had improved so much since Max came back from New York. They were friends again, trusting each other. Liz knew that her betrayal was still there, a wall between them, but they had found a way to exist comfortably around it. Even as they dealt with more alien disasters she found herself feeling happier than she really should have been. Missing girls and the Sheriff being suspended really shouldn't make anyone smile, but with Max beside her once again she felt like they could take on anything.

But despite the new reduced stress life she was enjoying she still found herself feeling sick frequently. She was still tired all the time and now she was getting headaches as well. She kept hoping it was just the tail end of the stress from her disastrous break up with Max, but as the weeks progressed she started to suspect something more might be wrong.

While Maria and Michael went running off after Laurie Dupree, Liz found herself shoving thoughts to the back of her head. She caught herself mentally counting the weeks before she would shut down that thought process. It wasn't worth considering that possibility. It wasn't a possibility anyway.

She jumped on the distraction of working out what the strange blue crystal was. But when they found out it could be an apocalyptic level threat the first thought that crossed her mind was what about the baby? She had to face up to the facts. She was the biology person. Everyone knew that. Liz Parker was meant too smart to have unprotected sex, even if it was with a guy who vanished within the hour. It was a bit late for that, 2 months late, but she didn't have to be the person too stupid to realise she could be pregnant. The symptoms she'd passed off as psychological were all common pregnancy symptoms. She needed to know, one way or another, even if the earth was contaminated.