Disclaimer: None of these characters are mine.

A/N: Takes place mid-season two... but Michael never had that big 'I-love- Maria' epiphany at the end of season 1, so their relationship is still rocky. And future-max never came back, so Liz never pretended to sleep with Kyle, and her and max haven't broken up.

This is my first fanfic ever, so please please tell me what u think!
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Liz's POV

He's my best friend's boyfriend. But when I'd curl up at night to write in my journal, it was moments with him that made me smile. When I walked into a room, his face was the first one I looked for. When I cried, it was the comfort of his arms that I craved. When I wanted to scream because I couldn't stand my life anymore, he was the only one who didn't force me to "cheer up!" ... but at the same time, it was his jokes that snapped me out of my mood.

And I liked who I was around him. He never saw me as the smart, innocent, perfect girl that others assumed me to be. I was just Liz Parker and I could be who I wanted to be without wondering whose preconceived idea of me I had just shattered. For those brief moments each day, I felt content, carefree and alive... I had never had that freedom with anyone before. Not with the alien king and not with the high-school jock. And no, not even with Maria, my best friend. The person who supposedly saw the real me when others didn't.

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He's my best friend's boyfriend. That's why I tried so hard to reject it when I first started falling for him. That's why I'd ignore my feelings and I'd comfort Maria when she came to me crying because he had brushed her off once again. And I would hold her and tell her that he didn't mean it, that he wad just being... him. That she shouldn't give up, because eventually she could get through to him, and he would open up.

While all the time, in my heart of hearts I couldn't stop myself hoping that she couldn't, that he wouldn't, and why couldn't this whole sorry mess just disappear?

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He's my best friend's boyfriend. That's why I denied it, trying to make it go away while I threw myself into a relationship with another man. I figured that if I tried hard enough I could learn to love Max... or at the very least learn to forget him. Even when we drifted apart and it became obvious that our relationship was a facade on both our sides not just mine, still I held on.

And I cried when I found out about him and Tess and I realised that I didn't need to force the sobs... they came of their own accord and surprised even me with their intensity. Maria never realised that my relationship with Max wasn't the doomed relationship I was crying over, and I tried to ignore the stab of bitterness I felt as she murmured meaningless platitudes to me, because she was allowed to want him, to love him, in a way that I never could.

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"He's my best friend's boyfriend," I'd tell myself whenever our gazes would lock and hold and burn. Whenever he would look at me from across the room and my world would shrink to just one pair of dark passionate eyes, and I would hold my breath, waiting for sparks to fly and the lights to dim.

Or we'd be cleaning up alone at the Crash, laughing and teasing like we'd known each other for years, and then suddenly he would stare at me in that intense way he has... then I'd have to remind myself of that, and that was the only thing that gave me the strength to pull away.

And even as I did, I would try not to wonder, not to feel so happy and warm, because he kept her at arm's length no matter what she tried, but every night he opened up to me... let me of all people see the real Michael Guerin.

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I never thought it would go any further than that, even though I wanted it more than I let myself believe. I accepted the fact that nothing would ever happen between us, because he was my best friend's boyfriend and it just wasn't meant to be. I knew that as long as we kept our distance and never touched, I could pretend. I could use the excuses and shields I had so carefully constructed to stop this thing we had between us from spiralling out of control.

The others never realised just what changed on that night that he first held me, the night that Max was taken by the FBI. Until then, we had done a great job at ignoring it, hiding it, whatever. We were just friends... closer friends than the others assumed, but still just friends. But that night when we touched, the heat that raced through my body and the sudden darkening of his eyes told a different story... and physically at least, we've kept our distance ever since.

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He was my best friend's boyfriend, so I tried to ignore the sound of my own heart breaking so that I could be the friend, the girlfriend, that everyone expected me to be.

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I tried, really I did. But I guess some things are just meant to be.

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A/N 2: This was originally going to be a standalone, but since people have asked, i'm wondering whether to continue... not sure what happens next though, so might be a while.