It was two days before Halloween in hot and sunny Roswell, New Mexico. Liz Parker was putting the finishing touches on an already decked out Crashdown Cafe. "There that looks wonderful," she said as she placed the blown-up alien doll that was dressed up as Dracula next to the door.

Michael had been watching Liz all morning. From her running around taking orders to her having to make everything perfect in the Crashdown. His heart would sing everytime she looked at him and smiled. He has loved her since the first time he saw her. But it was Max that saved her life when she had been shot. How could he win her love? He couldn't even compete with Max.

Liz stood there ringing the bell. "Yoo-hoo. Michael. Where is the order I put in 30 minutes ago?" Liz asked clearly upset. He stood there staring at her. He loved the way her hair fell down in front of her eyes. "Michael? Is everything okay?" she leaned in and whispered. He snapped back to life. "Oh uh yeah. Here," he said throwing a plate of food on the counter. "This is not what I ordered," she said. "You know nevermind," she said as she took the food to the person and expressed her apologies for it being late. Michael felt upset. He usually controls himself around Liz. 'I have to do better,' he thought as he went back to cooking.

The bell over the door rang announcing the arrival of a new customer. Michael looked out and saw Max come in. Michael saw Liz tense up as she went to take Max's order. Since Tess has came into Max's life, it has messed up what he and Liz had. Michael knows that it isn't Max's fault. He couldn't put the blame on Max. Max had no idea that he had a wife from another life out there. But Michael does blame Tess for all of this. Especially for the breaking of Liz's heart.

"Hey Max. You want the usual?" Liz asked. "No. I..uh..I want to talk about this whole thing between me and Tess," he said. "Max, I am very busy. I have no time to hear about you and Tess. Now excuse me," Liz said. She turned to leave but Max grabbed her arm. "There is nothing going on between me and her and you know it. I need you Liz," Max said his voice sounding urgent. Liz leaned towards him. "Max. Keep her out of your life and I'll forget seeing you kissing her. I'll forget everything. But not until then," Liz said. Tess came walking over to Max and kissed him on the cheek. "Oh Hi Liz. I didn't see you there," Tess said smirking. "Yes, Hi. Tess. I have to get back to work," Liz said leaving.

Michael saw Tess come in and how she treated Liz and his heart started pumping faster. He knows Liz in never happy with Tess anywhere near her and now here Tess is all hugged up to Max. The metal spatula in Mike's hand started melting. He looked down and had no idea he had been using his powers. He quickly fixed the spatula and went back to cooking. "Michael, please take the trash out. I can handle things in here," Mr. Parker said as he put on an apron. "Sure Mr. Parker," Michael said. He was grateful for the chance to get out and get some fresh air. He needed to get away from Tess. So he grabbed the trash bags and headed out back to the dumpsters.

"Stupid town, stupid problems, stupid Tess," Michael said as he threw the trash in the dumpster. The was a crashing noise at the end of the alley and Michael quickly turned and looked. "Hello? Is someone there?" he asked. He received no answer so he started back inside. Again the noise came. "Okay. This is not funny. Who is out here?" he asked as he cautiously moved towards the noise.

Halfway down the alley he stopped. 'Wait this is not right,' he thought as he got a really bad gut feeling. So he decided the best thing might be just to go back inside. As he turned a rather large dog jumped out in front of him baring its teeth. Michael noticed that what he thought of as a large dog had huge fangs and orange glowing eyes. Before Michael had a chance to react the dog jumped on him, knocking him to the ground. "You are rather strong Lassie. Now how about you let me up?" Michael said trying to keep a cool head. A low growl escaped from the throat of the large dog. Michael now knew he couldn't play around and be nice to this animal so he started struggling to get out from underneath it. The animal snapped at Michael, biting his shoulder, and drawing blood. "Ouch. That does it," he said. He put his hand on the side of the dog and blasted it off of him, sending it flying backwards. It got up and ran off.

Michael slowly got up. His left shoulder was throbbing and his blood was sliding off of his arm, dripping off of his fingers onto the ground. "I can't believe it bit me," he said. He was a little unsteady as he made his way back inside. "Oh my goodness, Michael, what happened?" Liz asked as Michael stepped through the door. "I was bit by an ugly dog," he said as she ushered him to the couch. He looked into her brown eyes. 'So beautiful. So full of concern,' he thought. He winced from the pain in his shoulder. "A dog did that?" she asked bewildered. "Yes," he said. He looked at the wound and it was actually deeper than he thought. His shirt was ripped to shreds and the torn pieces were clinging to the open wound. Liz put a towel on his shoulder. "Hold this tightly. I am going to see if Max is still out there. This has to be healed before you bleed to death," she said leaving. Michael was feeling really lightheaded and wished for once in his life Max would hurry up.

After Max had healed him and gave him the third degree, Michael asked for the rest of the night off due to an oncoming migraine. Back at his apartment, he unplugged the phone so he wouldn't have to deal with Maria. He was tired so he laid down on his bed and immediately fell asleep. His sleep did not go undisturbed.

"Where am I?" Michael asked out in the darkness. "Hello? Anyone?" he said as his voice cracked from fear. Then he heard a low growl from behind him. He turned around and froze. "Not you again," he said to the same dog from earlier. As the dog moved towards him he noticed that he could not move. A sweat broke out on his forehead. He was willing his legs to run or his arms to lift but they refused to listen to him. "Stay away," he yelled. His left shoulder started throbbing. "Someone help me," he called out. A full moon shone brightly over the huge dog illuminating everything around them with an unearthly glow. Michael started feeling all hot inside. A tingle like electricity ripped up his back. Michael tried to move to shake the feeling but it only got stronger. The tingle became a jolt, the jolt spread into Mike's arms and legs. His arms and legs finally became free so he stretched them. The tips of his fingers tingled as his fingernails grew into claws. His teeth throbbed and his jaw ached. His back prickled where sleek brown fur grew. His screams turned into low growling. His transformation became complete.

Michael jumped up in his bed. His sheets and his pillows were both soaked in his sweat. He felt all over his body for any fur or remnants from his dream. Nothing. "It must have all been a dream," he said. 'But it felt so real,' he thought as he laid back and fell into a deep sleep.

In the morning, Michael stared at himself in the bathroom mirror. He remembered his dream from last night so vividly. "It all seemed so real," he said as he inspected his teeth for any change. "Wouldn't that be funny? An alien werewolf." He laughed that idea off as he headed for school.

Michael walked down the halls of West Roswell High. He noticed changes in himself. His hearing was more acute than it had ever been. He was picking up on smells from everywhere. It seemed as if all of his senses had became more acute. 'Is this really happening to me?' he wondered. Just then an idea came to him and he thought he would put himself to the test. He walked over to the locker Tess had and waited. He didn't have to wait long until she came walking down the hall towards him. He became angry at the sight of her. "Michael? You need something?" she asked. Michael felt his body turn all hot inside. He opened his mouth to speak but felt his teeth growing. He took off running down the hall heading towards the bathroom.

He stared at his reflection in the mirror and the realization stared back at him. His face had grew thick fur, fangs were protruding out of his mouth, his nails had grew at least two inches, and his eyes were orange. "I was bitten by a wolf," he said. A couple of guys came in the bathroom and Michael ducked into a stall. 'So know I know it is true. Anger causes this to occur so I have to be more careful,' he thought. He sat in the stall and waited before he was normal again before he emerged. He checked himself one last time in the mirror before heading to class.

After school Michael headed to the Crashdown. He had just had a horrible day at school trying to keep his new innerself from suddenly appearing and going crazy. Now he just wanted to go to the Crashdown and break his date with Maria that they had for Halloween tomorrow night. He just wanted to go home and relax since it was his day off.

The Crashdown was as busy as usual as Michael walked in and sat at the counter. Liz walked over to him smiling. "Michael what can I get for you?" she asked. Michael noticed that the was something not right about her. It looked as if she had been crying. Her eyes were a little red and puffy. "Are you okay Liz?" he asked. A look of shock had momentarily crossed her face. "No. I am fine," she said. He knew she was lying but didn't push her. "Has Maria made it in yet?" he asked getting up. "Yeah. She's in the back," Liz said. Before Michael left to find Maria he took Liz's hand into his and whispered. "You can tell me, Liz. I will listen." She just shook her head and went to take someone else's order. He walked into the back room.

"Maria you back here?" he called out. Maria came out of the bathroom fixing her apron. She looked a bit disheveled and her cheeks were flushed. "What has been happening in there?" he asked. "Nothing, Space Boy. Just getting ready for work," she said as she walked past him fixing her hair. As she walked past him, he smelled cheap cologne. Now he knew she didn't wear anything that smelled that bad. He also knew that smell from somewhere else but he couldn't quite place it. "You aren't supposed to work today so why are you here?" she asked as she fixed her lipstick in her locker's mirror. "I came by to tell you that I have to cancel our date for tomorrow night," he said. "Really?" Maria said trying to hide her enthusiasm. Michael caught it though. "So you have other plans?" he asked. "Uh no. It's just that now I have to find something else to do," she said as she kissed him on the cheek and left out.

Michael started to head out the back way when Liz came through the door wiping away tears from her face. "Liz?" Michael said his voice full of concern. "I don't know how much more of this I can take?" Liz blurted out. Michael walked up to her and put his arms around her. She hugged him back. "It's going to be okay," he said as he stroked her hair. "No. It's not Michael. She is taking over. I see Tess and Max together everywhere I go. It's like they want me to see," she said as she cried into Michael's shirt. He felt her pain radiating off of her in waves so strong that it could have knocked him over. They stood there like that for a few moments. Moments that Michael knew he would treasure forever. Liz was the first to let go. She looked up at him. "Thank you for listening to my blubbering. I feel a little better," she said as she went into the bathroom. After what had just happened Michael now knew what must be done. He looked out into the cafe. Maria was serving food to Alex and they were laughing. Then he looked past them and saw Tess sitting with Max. He walked out to them.

"Hey Max. Tess," he said as he sat by Max. "Michael," Max said. Tess looked at him angrily. "I looked all over for you today Michael. hat did you want this morning before you ran off?" she said. "Oh that. Well, I wanted to know what you were going to be doing for Halloween but then nature called so I had to go," he said. "I am flattered Michael but...," she started. "Not for me. For Kyle. He wants to take you out tomorrow night and he is too shy to ask you himself," Michael said. Liz walked over to them and sat a piece of pie down in front of Michael. "This is for you. On the house," she said before walking off. Michael saw Max turn green with envy as he reached for the tobasco sauce. "Now how about it Tess?" he said shoving a forkful of pie in his mouth. "Well, I guess I will go out with him tomorrow night. But just as friends. Since after all Max has plans with Liz," she said with a little hatred in her voice. Michael finished of his pie and smiled. "Great," he said getting up to leave. "Thanks Michael," Max said. "Yeah sure," Michael said leaving. 'Max may have thought that I did that for him. But this is all for Liz,' he thought.

Michael left the Crashdown and headed for Kyle Valenti's house. He had one party agreeing to go now he just had to convince Kyle. Michael knocked on the door and Kyle answered it. "What's up?" Kyle asked letting Michael in. "Well, I was just at the Crashdown and I overheard Tess saying how she would just love to go out with you tomorrow night. She said that it would be perfect if you would take her to the Lookout and watch the stars all night," Michael said. "She said that did she?" Kyle asked. Kyle had been wanting to go out with her but he knew she was an alien and would never go out with him. "She did," Michael said. " All right then. I guess I better give her a call later," he said. 'Boy that was easy. Kyle must need a girlfriend bad,' Michael thought. "Okay then. I'll be seeing you around," Michael said as he left. 'My plan is now in motion. I am going to have to pull it all off tomorrow night,' he thought as he walked home.

The day of Halloween had come and Michael had been trying all day to get through school without acting any differently. Although it was hard. He knew that if he pulled things off tonight everything would be different. Liz would be a lot more happier. Michael rounded the corner in the hallway and heard loud kissing noises coming from the eraser room. Curiosity had gotten the best of him and he opened the door to see who it was. "What???" he said. "Michael. Hi," Alex said his cheeks flushed. Standing before Michael was Maria with her arms wrapped around Alex's neck. "Michael," she said as she straightened her skirt. "I can explain," she said as she followed him down the hall. Alex had taken off running in the opposite direction. He didn't want to get his butt kicked by an angry alien. Michael stopped and waited. He couldn't say that this didn't somewhat hurt him. After all deep down inside he loved Maria. "I am waiting," he said. "Well, It's just that. You have been so emotionally detached from me for a while now and I need some kind of attachment. Alex was willing to give me that sense of love and caring," she said. "Yeah and I see that was not all he was willing to give you," Michael mentioned. Maria smiled."So is it over?" he asked. "Yes, I think it is," Maria said. "Fine. It is finally good to be rid of your nagging self," he said as he walked off. He was feeling this new sense of freedom as he went through the rest of his day.

That night Michael was waiting. He knew Kyle and Tess would be along any minute now. When they showed up Tess was going to be sorry she ever showed her face around Max. Michael ducked behind some bushed as Kyle's mustang pulled into view. The top was down so Michael's plan would be a little easier. After Kyle had parked his car Michael had only a few more minutes to wait as he began his transformation from human/alien hybrid to werewolf.

"So how did you enjoy your night?" Kyle asked Tess. She looked over at him. "It was okay but you know that I am supposed to be with Max right?" she asked. He looked sad. "Right but I thought you wanted to go out with me tonight," Kyle said. "No. Michael said you wanted to take me out," Tess told him. "Michael was the one that said you wanted to go out with me," Kyle said. "Now I see where this is going. He did this to get me away from Max. So he and that little tramp could be alone," Tess said getting angry. "Actually Tess," Michael said jumping from the bushes. "I did this all for Liz," he said as he pulled her from the car. She started kicking and screaming. Kyle sat there wide eyed for a moment. He saw everything that was happening in slow motion. He couldn't believe that the thing standing over Tess was actually Michael. He was covered in fur and had a crazy look about him. Tess' scream snapped Kyle out of his trance and he jumped out of his car and took off running towards town as fast as his legs would carry him. He knew of only one place to head. The Crashdown Cafe. Everyone was supposed to meet up there after it closed and now he needed to tell Max what was going on.

Kyle ran through the double doors of the Crashdown and started sputtering. He was out of breath and couldn't speak straight. Max, Liz, and Maria ran up to him. Alex stayed seated and Isabel came out of the back. "M... Mi...Mike," Kyle said. "Calm down Kyle. What's wrong with Michael," Liz asked. They helped him to a seat. "Not....him. But heesa and Tess is... Oh my... You.... He... ," Kyle said still breathing hard. "Would someone PLEASE explain to me how the heck we're supposed to make sense of anything he just said?" Alex said as he got up and stood beside Maria. Kyle had calmed down a bit. "Michael just killed Tess," he said. Everyone gasped. Everyone but Max. "Good riddance," he said. They looked at him. "We didn't need her here anyway. She was just messing up everyone's lives," he added. Liz left for her room. She needed some time to think. Michael had just done her a really big favor. But he took a life. How would he be after that?

In Liz's room, Michael was sitting outside the window. She ran over to it and opened it. He climbed in. She threw her arms around him. "I heard what you did for me," she told him. "Thank you," she said. He was happy. "You're welcome, Liz," he said. "Michael. I just want you to know that I love you. I have always loved you. But I have compassion for Max. I mean after all he did save my life. I owe him something in return," she said. "Yes, Liz, but you don't owe him you heart," he said. She knew what he said was right. Her heart after all was her own to give away. But she still couldn't leave Max. "I'm sorry, Michael," she said as she kissed him. It broke his heart. She finally admitted that she loved him but there was nothing he could do about it. She pulled away. "Max wants to go for a drive so I don't know when we will be back. I will call you," she said leaving him standing in her bedroom all alone. He sat down on her bed and cried into his hands.

"I can't believe that Michael was the only one with guts enough to do what I have been wanting to do," Max said as he and Liz were parked under the moon? "Yeah," Liz said. Her thoughts were still with that kiss she and Michael shared in her room. Max leaned over to Liz. "Now we can be together forever," he said into her ear. All of a sudden her skin began to crawl as Max touched her. She looked over at him and he had changed. His eyes were darker than usual and his skin was a whole shade lighter. "Max?" she asked. "You remember when I said that I needed you?" he asked. She shook her head yes. "Well, Liz, I need your blood to survive," he said baring his teeth. Liz stared at his mouth. His canine teeth were longer and had sharp points on them. "Max? You're a vampire?" she asked in shock. "Yes. Well. It sucks to be you. Okay, Okay, I guess it sucks to be me too..." he said as headed for her throat. She tried to fight him off but he was too strong.

"Max. NO!!!!" she yelled. It happened so fast. Before he could sink his teeth into her neck he went flying out of the car and hit the ground hard. Liz looked around. Michael was there but he wasn't himself. "Michael?" she asked questioningly. 'Are you okay?" he asked. She shook her head yes and yelled," Look out." Max had gotten back up and started fighting back. "Max. Man. I don't want to fight you," Michael said. Max didn't care. "She is mine," Max said. They struggled under the moonlight. Liz watched in horror. 'Wolfman versus Count Dracula. And both of them were aliens. This would make a great movie,' she thought with a giggle. Michael gave one final blast to Max and Max blew up in dust. Michael went running over to Liz in the car. "I would like to know how we are going to explain this one to the gang," Liz said as Michael climbed in and drove them back to Roswell, New Mexico.