Disclaimer:  I don't own or have anything to do with Roswell the television show.  So don't sue.  I just couldn't help myself.  I love the characters so much that I couldn't help borrowing them.

Summary:  Max and Liz try's to get pass Max kissing Tess, but will Tess let them.

Rating:  R

Author's Note:  Please let me know what you think.  This is only the second fanfic I've written.

Chapter:  One:

The Crashdown was crowded, but what did she expect, it was Friday night.  Liz looked at the crowded room and sighed as she removed the hair that was determined to blind her from her eyes.  'Thirty minutes and I'm out of here.'  She told herself trying to ease the tension from her exhausted body.  Taking a deep breath she turned from the congested room grabbing the food waiting on the counter.

He watched her every move, her every facial expression.  She was so tried.  He wanted to rush to her and take those heavy plates from her hands, but he knew he couldn't.

"Are you listening to me, Max?"  Michael asked irritated.

"Michael, I think we need to stop seeing aliens everywhere we turn.  Come on…why don't we for once concentrate on something other then the obvious?"  Isabel asked frustrated.

"Max!"  Michael demanded following Max's stare across the room.  "Dame it Maxwell.  Can you get your head out of the clouds for one moment?  This is important or do anything that don't have to do with Liz Parker mean anything to you anymore?"

"What?"  Max asked shaking his head as if coming out of a daze.

"Okay, I give up."  Michael yelled throwing his hands in the air.  "It's pretty obvious that we're not going to get anywhere tonight so I'm out of here."  Getting to his feet Michael looked over at Liz then back to Max.  "What happens when we leave Max?  You need to seriously think about that.  If not for your sake then for hers."

Max didn't say anything as he watched Michael leave, but he knew he was right.  Hadn't he told himself the same thing over and over again?  The only problem is that no matter how much he wanted to stay away from her he couldn't.  Every fiber of his being cried out for her.

"Max, maybe he's right.  I know how you feel about her, but Michael has a point.  Your abscess Max and I don't think that's good for either of you."

"I know what your saying Iz, but I can't help the way I feel."

Taking a deep breath Isabel ran her hands through her hair.  "Look, I know how you feel…"

"No! You…"  He hissed in frustration.  'Why won't they just leave it alone?'

"Yes, I do."  Getting to her feet Isabel cut him off before he could finish what ever little speech he had planned to enlighten her.  She'd had enough.  All she wants is to say her peace and she was going to say it uninterrupted if she had to scream it at the top of her lungs in this crowded diner in front of everyone.

Leaning until she was a few inches from his face Isabel stared into his eyes.  "You've been in love with her since the first moment you laid eyes on her back in elementary.  I know you love her Max.  That's not what this is about.  All I'm saying is she's a nice person and doesn't deserve to be hurt again."

Max looked over at Liz then glared at his sister.  How dare she insinuate that he was going to hurt Liz.  Dame!  If anyone knew him it was Isabel.  How could she think…how could she think that he was going to…

"Max, I'm not saying that you're going to hurt her intentionally.  I'm just saying be careful you don't get in over your head."

"I know what your saying, Iz."  He repeated as he tried to cover the fact that she'd hurt him by smiling.

Isabel stood there for a few more seconds looking into his eyes.  She hurt him.  She could see it through the smile he pasted on his face, could see it in his eyes.  Sighing she placed her hand on his laying on the table.  Hurting him was the last thing she wanted to do.  "Max, you're a good guy.  I know that and I know you love her, but sometimes loving someone isn't enough."

Liz watched as Isabel walked out of the door.  Taking a deep breath she squared her shoulders and headed to Max still sitting at the table.

"Hi."  She smiled down at him, running a finger along the edge of the table.

Max took a deep breath, his heart pounding in his chest.  "Hi."  He returned her smile.

Why can't she just let him go?  Hadn't she been through enough, hurt enough because of him?  A part of her wanted him to find his home and go back so that her life could return to normal.  But her heart, her soul needed to keep him here as long as she possibly can.

Grabbing the finger that was caressing the table in front of him Max brought it to his mouth kissing it gently.  Liz grasped at the sensation the slight contact created inside her.  Looking into his eyes she pulled her hand away.  Her heart was pounding.  She wanted to feel his lips on hers.  Wanted to run her hands through his dark hair and lose herself in the sensations running through her.

"Max…"  She whispered drawing the tip of her moist tongue over her suddenly dry mouth.

Max swallowed the lump that suddenly formed in his throat threatening to choke him.  "Look, I think we need to talk."  His heart was throbbing in his chest.  He wanted to do more then just talk to her.  He wanted to pull her into his arms and taste her until there was no flavor left of her unknown to him.

Liz closed her eyes against the longing she encountered in his.  'I think we need to talk he'd said, but the desire radiating from him made it clear he wanted to do more then just talk.'

"Max, I don't think…"

"Liz come with me, just for a little while."  He said cutting her off before she could tell him no.  "Come on Liz you're off in the next twenty minutes, come with me."

The bell rung indicating her last order was ready and waiting for her.  Looking around Liz sighed.  "I've got to go Max."  She said as she turned and walked toward the back of the diner.

Taking a deep breath Max watched her go.  'God…what's wrong with me today?  I scared her.  Dame!  That's the last thing I wanted to do.'

"What's up?"  Maria asked when Liz stopped by the counter to pick up the food.  Maria looked over at Max staring at Liz as usual from across the room.

Liz followed her stare sighing.  "He wants to talk.'

Touching her arm Marie got her attention.  "So, what's the problem?  Isn't that what you want to?"

"God…Maria, that's just it.  I don't know what I want anymore."

"Look let me take this to the customer and you go catch your breath."  She said taking the plates from her hands.

"Okay, thanks Maria."  Liz said heading through the door that lead to the employee's lounge.

He watched her vanish behind the door.  Getting to his feet he started after her.  "Hold it lover boy."  Maria said grabbing him as he headed pass her.  "Where do you think your going?"  She asked him.

Max looked at her then at the hand holding him, keeping him from going to Liz.  "I need to talk to her, Maria."

"Max…"

"Look I know your trying to protect her, but you don't have to protect her from me.  I would give my life for her.  You know that."

Removing her hand Maria sighed.  Dealing with one alien relationship was hard enough without her trying to stick her nose where it obviously wasn't wanted.

"I know Max, I just don't want her hurt again.  This thing with Tess…"  Taking a deep breath she closed her eyes for a second.  "It's not everyday you find out that your boyfriends destine to be with someone else and catch them kissing after he declared his love to you."

"Maria…"

"We all know it wasn't your fault Max, but it didn't make her hurt any less."

"I won't hurt her."  He reassured her.

"Yea…sure…right."  Maria said, turning to head to the customer waving to get her attention.  "What ever you say Max."  She murmured walking away.

Max pulled the door slowly not wanting to frighten her.  Walking into the room he watched her.  She was sitting on the sofa, leaning back with her eyes closed.

"Are you afraid of me?"  He asked his voice a mere whisper.

Startled by his sudden appearance Liz jumped.  "Max how did…when did…" Taking a deep breath to calm the rapid beating of her heart.  "How long have you been standing there?"  She asked.

Walking over to the sofa Max sat down next to her.  "Are you afraid of me?"  He repeated.

"Why would I be afraid of you Max?  Should I be afraid of you?"  She asked.  She was nervous that's for sure, but was she actually afraid of him?  Yes!  Something inside her screamed at her.

"No!"  He almost shouted, but at the last second made his voice a whisper.  "God…Liz don't look at me like that."  He said in frustration, running his hands through his hair.  "I'm not some monster waiting to devour you."

"Max, I know you're not a monster.  I just don't think this thing between us is going to work.  You heard what your mother said.  She's your destiny, Max."   How can she tell him it was more then Tess being his destiny?  That yes a part of her was afraid of him.  Afraid of what she felt whenever she looked into his eyes, afraid the desire she saw there matched the desire coursing through her own veins.  Even here just sitting next to him, feeling the heat from his body next to her made her dizzy.

Max felt his heart slam against his chest.  His body was so in tune with hers that he felt her words as if she'd spoken them out loud.  His hands itched to reach out and touch her.

"Come with me please…I think…I think we need to…"  Taking a deep breath he closed his eyes.  His body was on fire.  It demanded what he knew could never be.

"Talk."  She said.  Yes they needed to talk, but if she left here with him would they actually say more then two sentences to each other.  Not with the way her heart was pounding in her chest, not with the way her hands itched to touch, to feel his hard chest under them.

"Your shift is over."  He said looking at the clock.

She glanced at the clock.  "Yes, I guess it is."  Getting to her feet she looked down at Max still sitting on the sofa.  "Just give me a second to change, okay?"

"Okay."  He said smiling up at her.

TBC