Remnants

By Didi

Disclaimer: Roswell does not belong to me or anything associated with me. Honestly, I'm not sure who owns the copyrights to the show at the moment. (I do know there are some weird juvenile novels under the same name and character ideas though.) Don't sue, I'm not making a profit off of this; hell, I'm not making any money period. I'll take the story off if it offends anyone.

Timeline: Okay, I'm not even sure if anyone needs this section anymore. We're no where near Kansas anymore Dorothy, probably somewhere over Normandy now, go read the other chapters.

Ratings: R for restricted.

Author's Note:When I started this story, it came as a concept and maybe a little retaliation for all the "I Hate Tess" stories I keep finding. I was never satisfied by the way the writers decided to deal with the Tess character after introducing her and I really just didn't like the Liz Parker character (She was way too sanctimonious for my taste! And I honestly didn't see any chemistry between the actors to get me interested.) So I decided to do a "What if" kind of story. Little did I know that it was going to turn into a full-blown universal in and of itself with no end in sight! (groan) What am I going to do?

2nd Author's Note: My apologies for the long delay in updating. I've been trying to clean up some plotlines so that this may actually have an ending at the end of it. But that doesn't seem to be working out as well as I had hoped. I had thought to be rid of the Topolski character by the end of this chapter, but as you will see, that didn't quite work out the way I wanted it to. Anyways… sorry for the wait but I do attempt to make up for it with a longer chapter. And I apologize for all the errors in the chapter. I haven't found a beta for this story yet.

Story Summary: (Someone convinced me to do this.) By now if you've been following the story, you know it's an AU. Here's a short version of what's happened so far. Tess and Maria Harding moved to California with their mother, Amy, following the death of their father. Tess connects with Michael Guerin and helps to get him out of his abusive home. (More to come on that subplot will be coming.) Maria befriends Liz Parker and Alex Whitman, eventually finding work at the Crashdown. An animosity develops between Isabel and Tess when Max and Michael began to show a little too much interest in Tess. The shooting in the Crashdown happens; Tess is wounded and Max heals her. In the process, Max sees things he didn't understand and Tess finds out of the Trio. Sheriff Valenti begins his investigation on the shooting and finds too much clues that links to Michael. A slip of the tongue clues the FBI in on the aliens and a new player watches from the shadows. Anyways, on with the story; for more details… read the story.

Chapter Summary: Tess pushes her limits. The sheriff runs into Topolski, with bad results. Isabel makes contact again… but with the wrong people. The girls line up their stories and bond. The gang met up and makes an escape.

Key: "Spoken" "Thoughts."

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Chapter 37 – Scramble for Cover

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Her fingernails dug into the seatback; her knuckles turned white with pressure with each passing feet; perspiration glistened just above her furrowed brows. Her nerves were buckling. Tess was desperately trying not to scream under the strain.

"Tess?" Max's voice was as tense as his grip on the wheels as his jeep picked up speed and the meter showed them moving pass the 85 mark. "How are you doing?"

"Shh…" Tess bit her lip as her mind firmly gripped another. She lost control while they were still within sight of the gas station and Topolski were to see them… She couldn't afford to think of the consequences right now. She couldn't.

"Don't distract her!" Maria hissed with a fearful glance over her shoulders. Ten difference emotions warred within her but she gave none of them reign. Her eyes darted back and forth along the road, watching for any signs of headlights that might be approaching. She kept a firm watch on the fading lights of the gas station in the distance. "I don't think we're being followed."

"What's going on?" Liz asked, her confusion obvious on her face. She hadn't even had a chance to look around when Maria had rushed into the little convenience store and hustled her out. She hadn't even realized she was still carrying the bottle of Snapple for Isabel until after she had been shoved in next to an unnaturally calm Tess while Maria urged Max to peel rubber. Liz was surprised no irate store clerk chased after them.

Ignoring Liz, "We have to be sure." Isabel's eyes were wide as she watched Tess's face. She knew the kind of pain one endures when one pushes their powers too far out. She's experimented once too often. "Wish we had a chance to stop her, a little rattle in her car might deter her."

"Who?" Liz's eyes watched them then looked behind them as Maria was doing. There was simply darkness there. "Maria, what's happening? Why are we…"

Maria waved the question away quickly, her eyes searching the roads. She can explain things to Liz later.

Licking her dry lips, feeling the fear from the other rolled over her, she watched Tess's strained face. "Tess?"

"Don't touch her!" Maria's hand reached out and snatched at Liz's before her friend could distract Tess.

"No time for that," Max murmured answering Isabel's wishes, silently thinking the same thing. Michael was the only one of them that could really do anything physically at long distance. (An incident with an exploding football comes to mind.) And right now, he could really use his best friend. "Isabel, better tell Michael what's happening."

Isabel's heard swung toward her brother, startled. "Now?"

Max's didn't have time to question the strange reaction to such a simple request as Tess's head suddenly dropped forward and her hands shaking visibly under the exertion even as her knuckles turn white. Her teeth clinched tight, she ground out, "I… can't… hold… on… any… more!"

"Maria?"

"Nothing!" she answered at a shout.

"Let go Tess," Max ordered sharply one hand already reaching back to catch her falling head as she collapsed forward. The inside of the car lit up brightly as he forced energy through is palm, encasing Tess in the warmth of his healing powers.

Against his will, Max saw a flash of sea-form green: a laughing child with a doll in her arm running across a field of fresh cut grass into the arms of a loving man. A flash of sunflower yellow: his own face across a courtyard of people, simply staring back at her, conveying a message neither one was willing to acknowledge. A flash of valentine pink: sun-kissed planes throwing halos of light around her blonde locks, hair he touches with reverence as he touched his lips to hers.

With a gasp, Max's body jerked as he cut the connection.

"Max!" Isabel launched herself across the seat and grabbed the wheels. The car veered to one side then the other.

"Tessie!" Maria's hands grasped her sister's shoulders, easing her back. Staring at her sister's pale face, Maria felt a lump of fear rise as her eyes filled with tears. "She looked so small, so helpless, so… lifeless." She caressed her sister's bloodless cheek with a gentle hand. "Tess? Tessie, wake up. Please wake up." Her voice broke into a soft whisper. "Please."

Liz stared at the two for a moment, her eyes stinging with tears. She didn't understand what just happened; she didn't know if she wanted to understanding or even know what had just transpired before her eyes but she knew pain when she saw it. And Maria was in pain. "Is she…"

"NO!" Maria hunched her body over her sisters protectively.

Max gripped the wheels to regain control even as he hears pleads from Maria behind him. Easing his foot down on the brakes, he pulled to the side and stopped. "Liz, get behind the wheel, head toward Marathon." He jerked the car door open. "Issy, you navigate and get in contact with Michael. He and Alex have to be warned about her."

Neither of the girls questioned the orders; they were too afraid to. Liz scrambled over seat and exchange positions with Max.

As the car roared down the highway once more, Max carefully extracted Tess from Maria's protective arms and shifted the prone figure into his lap. Cradling her in his embrace, he stared in half wonder at her face. She was Sleeping Beauty.

"Max?" Maria was afraid to speak above a whisper, afraid of what might happen if she did. No logic, just fear. She's never seen Tess faint from exhaustion before; of course, she's never seen her sister pushed to the limits of her abilities either. "Is she going to be all right?"

He smoothes a hand over her forehead, brushing away damp locks and carefully probe her system. "I've fixed whatever damages there might be. She's just exhausted." And she wasn't the only one. His heart pounded furiously in his chest as he pressed his lips against her hair, inhaling her scent with a sense of relief. He never wanted to be that frightened again. "You're going to be okay," he whispered softly into her ears as he rocked her gently, tightening his embrace. "You'll be okay, I promise."

-&-&-&-&-&-

Topolski handed the money to the leering cashier that looked not old enough to drink and gave him a cold stare. Blessed with her mother's Nordic looks, she was well aware of the kind of reaction she could be expected subjected to; but it didn't mean she had to play nice. Pocketing the change, she was about to leave the little convenience store when a black and white pulled up.

She nearly cursed as a familiar face appeared just behind the gas pump. "Valenti." Lips compressed, she shook her head. How was it possible that the man ended up behind her?

Without thinking, she headed toward the back of the store, as if going to the ladies' room. When the clerk's face was turned, she ducked into the door marked 'Employees Only.' Making her way through the shelves of product and the narrow path toward the red exit sign, she had a moment of trepidation on what she was doing.

When she signed on with the Bureau, it was to defend her country, to keep it safe from monsters like her stepfather… men that got away with murder. Sure, she's seen her fair share of the action, pouring over documents that led to serial killers, psychopaths and immoralist posers that led astray more than one brilliant mind of America. But when she had been assigned to this case…

It had been so simple in the beginning. Reconnaissance work; get as much information on Michael Guerin as possible and pass it to her superiors; possible threat to the US. But the more she dug up the more commonalities she found with Michael Guerin; abandoned, alone, abused and angry, she understood all too well what it was like to live day in and day out struggling to keep one's self from loosing all control and lashing out at everything in sight. It was then the assignment got personal.

Her personal connections had her breaking into a sheriff's office, stealing files, stealing evidence from lock ups and disobeying orders. For the first time, she was screwing up her own track records to gleam more about this enigmatic boy that was so like herself and yet…

But Topolski cannot ignore that fact that there were just too many coincidences of too many strange and unexplainable events connected to Michael Guerin. She had a job to do and damn it, she was going to do it. The Bureau had no place for personal emotions.

Adverting her face, she slid back into her car, her hand digging through her glove compartment for a moment, searching. She kept one eye on the rear view mirror, keeping the sheriff in her sights. Kicking off her heels, she waited for her opportunity. When the sheriff moved into the stare, she moved quickly to the squad car and slipped the tracking device under the exhaust pipe and got back into the car before anyone was the wiser.

Letting out a breath, Topolski waited with abated breath as the sheriff came back out, shaking his head slowly with concern. She frowned, not sure what to make of that.

-&-&-&-&-&-

She glanced quietly up at the night sky and leapt… right into a forest of greens. Startled, she froze. Whatever she might have been expecting, this certainly wasn't it. Nothing about Michael was ever green, fresh or peaceful. Looking around, she searched for him.

"Over the river and through the woods, to grandmother's house we go!"

Isabel winced. Off pitch and at the top of his lung, apparently Alex Whitman can't sing to save his soul. Looking over the edge of a boulder in her way, she was hard pressed not to laugh out loud.

Coming down the road, skipping along at a merry pace was Alex in a little red cape followed by a grumbling Michael in a little blue cap. Why they were in a twisted version of Little Red Riding Hood was beyond anything Isabel's unlimited imagination could possibly explain. And she also figured that this wasn't Michael's dreams she's jumped into.

"Michael, Michael, full of cackle. Where do the…"

"Cackle?" Dream-Michael asked, his expression so like his real self that Isabel had to wonder what the two had talked about during their drive to Marathon. "What is this?"

"Oh come on, Mike," Dream-Alex whined.

Dream-Michael sighed mightily and rolled his eyes with exasperation. "When are we going to get to grandmother's house? Cause if we keep her waiting any longer, the cats are going to eat her."

Isabel made a face. She wasn't sure she wanted to know what that was in reference to.

"Pussy cat, pussy cat, where have you been? I've been to…"

"Alex," Dream-Michael glared dangerously. "Do you have to sing?"

"Yes!!!!!" Dream-Alex sang as he danced away.

"Oh for the love of…" Dream-Michael shook his head and followed grimly.

Isabel crossed her arms and grinned, highly amused by this little peep into Alex's head. Apparently, the two boys must have spent a great deal of time getting to know each other for Alex to be able to dream so accurately about Michael's little personal quirks. She was actually a little curious to see what else there was to the….

"Ahhhh…" Alex came racing back toward Michael, tossing the wicker basket he had been swinging about on the ground as he did so. "Michael!"

"What are you… shit!" Michael's hand came up, morphing to a large Sci-Fi looking gun from something right out of Terminator 2. Isabel raised her brow at the ridiculousness of this. As Alex passed him, Michael fired.

The wolf lurched into the air from the blast in a rather cartoon-ish impression of having been shot before flying into the air and over the tree tops. It was a Wily Coyote cartoon.

"My hero!" Dream-Alex gushed mockingly.

"Shut up," giving the other boy a shove and moved off down the path.

Isabel shook her head and stepped out from behind the boulder to stare at the disappearing backs of the two. "Well that was informative."

"It certainly was."

Whirling, Isabel felt her heart jump into her throat. "Who's there?"

A dark shadow appeared by a large tree, no part of the sunny bright scene touched him. "It would appear your highness, that you are not the only one affected by the humans."

Taking a step back, Isabel felt herself come up against a solidness. "Who are you?"

The shadow shifted, but not enough to reveal itself to her. "Someone charged with a duty."

She hid her shaking hands behind her. Without a doubt, she knew that she was no match against this… this thing. "What do you want?"

"He's not going to find anything."

"What?"

"The Companion protects."

Isabel's brows dropped. "What are you talking about?"

"He has become too involved in the human's lives; lost sight of his duties."

"What are you talking about?!?"

"You have been in the company of the humans much too long."

Shaking her head, "What are you going to do?"

"Perhaps it is time..."

"LEAVE THEM ALONE!"

Jerking awake, Isabel gripped the car door handle. With a grimace, she glanced down to see the crack on the plastic under her grip. Repaired it quickly not caring that Liz was staring, Isabel took several moments to calm her racing heart.

"Did you get in touch with Michael?" Maria asked in a whisper so not to disturb the sleeping Max and Tess curled together in the opposite corner of the backseat.

Shaking her head, "No, looks like Michael is driving now and Alex is taking a nap." She didn't want to go into details of the other things she saw. "How is Tess?"

"Resting, sleeping," Maria answered finally tearing her eyes away. "Max too."

"They must be exhausted," Isabel murmured with concern as she watched her brother for a moment. "They look good together; her fair beauty in contrast to his dark good looks; kind of like a fairy tale prince and princess…or maybe king and queen." Frowning at the thought, she rubbed her temple. "Let them rest."

"You'll hear no arguments from me," Maria replied with a sigh and rolled her shoulders back. "How are you doing Liz?"

Licking her dry lips, Liz forced herself not to squirm as Isabel's golden eyes came back to her. She had caught a glimpse of that glow from Isabel's hand when she repaired the car door. It made her stomach flip to think of the kind of power that lies behind that pretty face. "We're ten miles out of Marathon."

"Good," Isabel nodded her head and stared out the window. "You think our parents are going to find out."

"Probably," Maria replied with a lackluster shrug. "I know my mom will."

"Why?" Liz couldn't have but ask.

"'Cause mom's got a curiosity streak six miles long and the sheriff's been sniffing around…" Maria could have slapped herself. "Oh damn it."

"Yeah," Isabel made a grim face and looked in front. "Any idea what we're going to tell the Sheriff when we get back?"

"Oh I have a few ideas but I doubt Michael will like them much." Maria shook her head and leaned back in her seat. When she took off with Max and Tess to look for the missing Michael Guerin, it had been in the back of her mind that something might have happened to him and that Tess could be in trouble as well. Well… that didn't appear to be the case now. "Okay ladies, let's get our stories straight before anything else happens."

Liz bit her lip. "Well, if Alex will cooperate…"

"Yeah?" Isabel glanced sideways. "Go on."

"I know that Alex was planning on doing to Dexter today to get a guitar." Her brows furrowed as she continued. "We can say that Alex got lost and… got a flat."

"Why wouldn't he call a tow company?" Maria asked playing devil's advocate.

"The big green," Liz replied easily and rubbed her fingers together. "We're poor high school students remember?"

Nodding her head, Isabel caught on. "Of course. Michael worked at Hank's garage for years. He'd be able to change a tire or put on a patch quickly."

"Or if not," Liz cocked her head and narrowed her eyes. "He would know where to get a tire cheaply."

Something about it nagged at her. "But no one would believe that Alex and Michael are close enough that he could all him for help."

"But he would call me," Liz pointed out. "And seeing as I know nothing about cars, I'd call Maria for help."

Maria nodded, dutifully impressed. "And of course, I'd turned the problem over to Tess who'd get Max and Michael."

"And here we'd be," Isabel nodded slowly. It made sense, flowed nicely and very logically. "Okay, what about the stories we've concocted for the parentals?"

Maria shrugged. "I'll tell Mom that Tess and I thought she won't approve of us driving out to Bumblefuck-nowhere in the middle of the night with no adult supervision, so we made up a story so she wouldn't worry about us." She gave a shrug. "Most likely, if Tess deliveries it, Mom will believe."

Liz looked over her shoulder and smiled. "Halo and wings?"

Laughing, Maria nodded. "Yeah, something like that."

Isabel was inclined to agree. It was hard to imagine Tess Harding with her sweet choir-girl persona to lie bold-faced to anyone. Yet, that's what she's been doing all her life. "What about you Liz?"

Considering it for a moment, she nodded and turned on her signal lights to allow a car to pass. "I'll give my dad the same story, play up the friendship angle a bit and cross my fingers." She was a little surprised that Isabel had asked. "What did you tell your parents?"

Shrugging her shoulders, Isabel turned in her seat to face the two other girls. "Mom and Dad left for New York for some function Dad's company's going to be hosting. They were going to send someone else but decided to send Dad at the last minute. I waved them off to the airport before heading to the Exhibition to get Max. They won't be back until Sunday."

"Handy." Maria couldn't help but comment.

"It wasn't my doing."

"I didn't say it was." Maria said with a grin. "Well that's one less set of parents to worry about. So what do we tell the good Sheriff?"

"Same story we're telling your mom," Liz interjected, glancing at the sign at the side of the road. Marathon is seven more miles. "Especially if they end up comparing stories afterwards, no variations can be allowed. Only we're not going to do into that whole not wanting the parent-figure to worry part." When nether girls responded, Liz elaborated. "Okay, it's like this. Let's assume that Michael is his usual bad-ass self and …"

Isabel scowled at her. "Michael is not…."

"I'm not saying he is," Liz interjected quickly, impatience creeping into her tone. She was trying to help; it would be nice if they let her. "Let me finish. Michael has a reputation, there's no denying that, he's spent years perfecting it. Let's play it to our advantage. He's a loner, more likely to buck the system than not; I don't see him reporting his activities to anyone much less the sheriff, his reluctant foster parent."

"She's right." Maria nodded to herself as the plan fell into place. "Michael's got the classic profile of an abused child. He's angry, moody, asserts his dominance outside the home, rebellious by nature; he's not going to even think about so much as sticking a post-it on the wall to tell the sheriff what's going on; after all, what would be the point? No one has ever bothered to care enough to ask before." Maybe she should think about a career in the FBI, it was quite interesting and rather exciting. Plus she could be the insider for Tess.

Turning over the idea in her head, Isabel reluctantly agreed. "Okay, I can see that working." She smiled, glad that they had something put together to fix this. She liked her life in Roswell it wasn't something she wanted to leave behind though Max, Michael and herself had talked about the need to run one day. With a sigh, she allowed herself a moment of such grim thoughts. "Thanks Liz."

Liz jumped slightly in her seat. "What for?"

"For keeping your head when I couldn't," Isabel replied with a smile.

Liz smiled back. It was the first time Isabel's truly acknowledged her and it was the first time she's felt really relaxed since… since this whole thing started. "You're welcome."

-&-&-&-&-&-

"Okay, what now genius?"

"Hey, I'm new at this too you know. Breaking and entering is not exactly something they each you in detention," Michael muttered as they skimmed the perimeter of the building. It was massive from miles away, up close it was even more so. The sense of forbidden has only increased with every step closer to… to what? He ran a frustrated hand through his hair, wishing not for the first time that he'd brought at least Tess or Isabel with him. "Max was right, I'm too rash at times."

"Hey, you all right?" Alex watched Michael with concern. The alien had grown increasingly agitated over the past hour. "You sure you want to do this?"

"I have to," he whispered, more to himself then to Alex. "I have to."

"You don't have to do anything you don't want to," Alex replied softly seeing something he connected with in Michael's eyes. "We can turn back right now if this isn't want you want."

For a moment, Michael was speechless. Until Tess had come along, the only ones that have offered him anything remotely resembling concern was Max and Isabel… and Michael knew they were stuck with one another because of their similarities and shared secret. Then Tess with her sweet smile and careless affection offered him not only a haven but an escape. Now Alex, not knowing anything more than what could be, was offering his support in whatever decision Michael wishes to make. It was humbling.

"Michael?"

For the first time since the nightmare of the cover-up began, Michael offered Alex a genuine smile. "I'm alright. Thanks."

"Michael…"

"I need to do this, Alex; for my own peace of mind."

With more calm than he really had thought he possessed, Alex nodded and pointed to the back door. "Looks like a security camera over there and there. The door is going to take some work, then we have to worry about the alarms in this place. I don't see them leaving a Geo-Dome unprotected. Then again, I don't see a whole lot of people wanting to break into one either."

"I can't explain why," Michael murmured quietly as they crept closer, his eyes watching the steady movement of the electronic surveillance ware. "I just know that there is something in there that is connected to us, me and Isabel and Max and…"

"And what?"

Michael hesitated. "No, it's Tess's story to tell and I won't betray her." Taking a breath, he concentrated on the cameras itself. The short spark and the blinking red lights of the cameras went dead. "Cameras are down."

Eyes wide with surprise, "Is this how you guys got pass the hospital…"

"How else?" he moved to the door with stealthy move that would make James Bond envious.

"How did you get pass all those people though?" Alex asked in a harsh whisper, finally getting some answers to questions he's been longing to ask but never had the nerve to do so. "I mean, I know that Isabel can do that thing with the dreams and stuff but don't tell me that she tracked down…"

"Shh…" Michael gave him a stern look, hoping to silence Alex of questions he simply couldn't answer. "A little less talk and a little help would be nice."

Giving him a sheepish smile, Alex nodded his head. "What do you need me to do?"

"Know anything about these things?" pointing to the number pad next to the door lighted in pale green. "I don't suppose you know how to disarm one."

Alex shook his head and glanced over his shoulder. "Couldn't you just… you know, zap it or something?"

"And chance there being an alarm on the other side of this circuit? I don't think so."

"You know have to know who the wiring go to…"

"Make sure I shut down the whole thing and not just pieces of it," Michael nodded and looked at the keypad again. "Yeah. It's pretty scientific if you consider it; not a lot of hocus-pocus once you get pass the part where my body can produce enough wattage to fry a circuit board."

"Does it hurt?"

Michael glanced at Alex after that earnest question. "Not that way you're thinking."

Alex blinked. "Huh?"

Almost tempted to laugh, Michael concentrated on the door instead of the keypad. "There's no pain associated with this… this thing we do. It's not a physical kind of thing. But we get pretty worn down if we push too hard. Max couldn't produce a spark the day after the shooting at the café. Isabel is usually cranky after…" he decided it was best not to speak or even think about Isabel at the moment. That was yet another issue he'd have to deal with later. "What's with al those damn dreams?"

"How about you? How does it usually affect you?"

That gave Michael pause. To date, he's never pushed himself to his limit to see what kind of effects his powers could cause him physically. Until now, his powers have not been exactly utilized in anything more taxing than fun and games; and he didn't count the thing with Hank or punk at the diner, that was a minor necessity. "I don't know. Never tried anything much."

"So you don't know your limit?"

The door was steel slide into place by machinery controlled by a setting. If one can get to the setting… Michael placed his hand on the door, feeling the pulse of power beneath his palm. The humming of the control was just barely perceivable under his fingertips. "I think I've found our way in."

"Really?" leaning in closer.

"Get back," he ordered and braced both hands on the door, letting a fine burst of electricity run through the system, distrupting the sequences of controls that held the door in place. Without the combination, the bolt held there released on its own and the heavy steel door slide open a crack.

"Whoa…" Alex stared with amusement.

"Yeah," Michael grinned and pulled the door open the rest of the way. "Let's take a look, shall we?"

"Wait." Alex grabbed Michael's arm as he was about to take a step in. "There might be more surveillance cameras."

Michael was just about to nod when a crack of branch behind them made them jump in alarm and turned to face that unknown. Michael's hand reached out and released a bolt of energy that was quite frightening to behold.

Max reacted instinctively, never to know how he knew what to do but he did. As Michael turned, Max saw the natural reaction of his hotheaded friend and was quick to push Tess back behind him with one hand and shielded himself with the other. A fine eerie green shield erected itself between Max and Michael, holding steady even as the fierce energy strike dissipated against it.

Maria's eyes went to Max as her jaw hit the ground. "How'd you do that?" That was beyond anything she's ever seen Tess even attempt.

Michael's mouth also dropped, but for a different reason. "Oh god."

Max closed his hand slowly, releasing the web of ionized energy that had surrounded him for those precious few moments when he needed the protection. The golden eyes that came up to meet Michael's were accusatory and dangerously. "Michael…"

"Max," Michael's face was near ashen gray now. The thought of what could have happened, what might have happened… the bale came up in his throat too fast to avoid embarrassing himself. He only managed to turn his head in time not to make a mess on his best friend's shoes.

Tess and Isabel reacted instinctively, rushing forward to offer help. Max only had enough time to grab one; Tess was closer. Isabel got pass him before Max even had time to reach out for her. "Issy!"

Isabel pressed her cool hand against the back of Michael's neck, feeling the heat from his body. Reached around and felt his forehead with concern as she watched his body wrecked with dry heaves. "Michael? Michael, are you alright?"

Pushing himself away, Michael leaned against the fall for a moment, trying not to meet anyone's eyes. "What the hell was I thinking?" The look on Isabel and Tess's face was one that was likely to haunt him forever; it was somewhere before horror and betrayal, fear and disbelief.

Tess turned her face up and stared in question. "Max?" But Max was watching Michael intently. "He didn't mean it, he didn't mean to."

"But he did it," Max replied softly, his frown deepening on his face. "And so did I," he couldn't help but think. He's never done anything like… like that before. And he sure as well was sure that Michael's never attempted something like an attack either. It was as if… as if… "As if for a moment, we were something else reacting to another time and another place."

"Max," Tess tugged gently on his sleeve until he turned to look at her once more. His face was pale under the rush light by the door and his eyes were dark with unreadable concerns. It would appear that Michael wasn't he only one thrown by their own actions. "He's scared; he didn't mean it; he needs us." Max nodded slightly, his lips set in a firm line. She leaned in and gave him a hug that was pure reassurance. "You did good; you did real good."

Max closed his eyes and rested his chin on her head, absorbing the trust there.

Liz reached over and tugged gently at Alex's arm, her eyes searching his face for answers. She'd kept her fears to herself, praying silently for Alex's safety all the while trying to understanding what she didn't understand and can't seem to get all the answers to. But seeing him and heaving a sigh of relief that he didn't appeared hurt, she was struck with the fact that he's been doing something without her. He had been integrated into their little group.

Alex felt a need to reach out to Michael. The shock on the poor guys face was enough to tell him that Michael had been running on pure instinct and hadn't meant to do… "Well, he didn't mean to try to kill his best friend." No wonder he looked so horrified.

Maria stepped back a little watched the scene for a moment. The door was open, the cameras were knocked out, Liz and Alex were spectators to this little event, Michael and Max were at a standstill in whatever war they are waging with one another and Isabel and Tess were obviously taking sides now. But they didn't have time for this crap; god only knows how close Topolski was behind them. "Guys, whatever we're planning on doing, we've got to do it fast. In case you guys forgot, we've got a tail closing in fast."

Inhaling deeply, Max held the breath for a moment before letting it out slowly and evenly to calm his frantically pounding heart.

"Max?" Tess's face asked for the next step.

Nodding, Max made the decision fast. "Michael, did you find what you came for?"

For a moment, Michael simply stared back.

"I don't have time to argue with you right now," Max said in a quietly control tone. "If you want to do this, we've got to move fast."

Alex decided that someone else had to be logical here while Michael collected his scattered wits. "No, we just barely got the door opened. We've only dealt with the outside problems"

"Alarms?" Maria asked, obviously they've got to work together on this and not wait for anyone to work out whatever inner turmoil are involved.

"None we can find." Alex moved to the door again, pulling the heavy door open wider. "There may be cameras on the inside though. We can't be sure."

"I'll check," Liz said moving pass Alex. "With my dark hair, it would make it more difficult for the cameras to catch me." She took a breath, thanked whatever power had made her decided to wear solid black tonight, and leaned slightly in.

"Check for blinking red lights," Alex whispered edging closer to her. He held his breath as she disappeared into the darkness.

"I don't see anything," Liz whispered back as she allowed Alex to pull her back.

"My turn," Tess said with a firm squeeze on Max's arm. Walking pass Alex and Liz, she gave them a helpless smile. "Don't freak out on me, okay?"

Maria's heart jumped to her throat when she realized what her sister was about to do. "Tess…"

"Tessa," Michael reached out and grabbed her arm. Her guileless blue eyes turned to him. He had been against her revealing to Alex and Liz the extent of what she could do but now… "Be careful."

The smile from her was warm and full of understanding for his unspoken acknowledgement. Whatever happened on this trust, whatever the outcome, it had the effect of sealing Michael's trust in those around him. Taking a breath, Tess stepped up to the doorway her eyes on the darkness before her, hiding whatever was in there. Her hand came up and she prepared herself.

"Wait," Isabel touched Tess's shoulder with care. "Let me," she said quietly, pulling her gently back. "If Topolski shows up, we may need you again."

Alex's eyes went wide. "Topoloski? Ms. Topolski?"

"Do what?" Liz asked immediately, she never did get a straight answer on what happened at the gas station and in the car.

Tess hesitated a second.

"She's right," Max joined in as he took Tess's hand. Pushing his concerns to the back of his mind, he concentrated on what was needed now. "Good luck, Issy."

Straightening her shoulders, Isabel brought her hand up and illuminated the room with a glow from her palm. She stepped in. The bare walls and bare floor didn't tell her much about the place. "All clear," she called over her shoulder.

The rest of the group scrambled into the room with Alex taking the rear and pulling the door almost completely shut behind him. Michael added his own powers to shed light to the place. With a deep breath, he studied the doors and corridors with a frown. "This way."

"How do you know?" Maria asked.

Michael looked over his shoulder at her. "I just do."

Maria was about to ask what that had meant when Tess touched her elbow and quieted her with a quick shake of her head and the mouthed, "Later." Reluctant to allow answers like that go, Maria made a mental note to hound the guy… later.

"Isabel," Max whispered quickly. "Take Tess and take the rear."

Issy didn't question it, just motioned for Tess to follow her and stepped around the others.

Michael led them through a maze of corridors, rooms full of equipment, under catwalks and grilled over-hangings. With every unerring turn, the tension trepidation increased two folds. Michael didn't know how he knew where to go; only that he knew that at the end of where his senses were leading them was the answers to his unending questions of who the hell he was.

"Guys," Tess's breathy voice was harsh in the stillness. "Did you hear that?"

"Hear what?" Alex whispered back.

"I thought I heard," Tess shook her head. "I think I'm becoming paranoid."

"Or maybe you actually heard something," Isabel interjected with concern. Looking behind her, she dimmed the glow on her hand. "Michael, step on it."

They rushed down the corridor in an almost unfocused manner until Michael came to such an abrupt stop that Max ran right into him. Maria pin wheeled her arms but Liz's plodding into her back sent her into Max's. Alex tripped on Liz's shoes and Isabel and Tess were too busy looking over their shoulders to realize too late that they had stopped. The human pile took a moment to sort out but Michael was on his feet and going through the door marked private before Alex and Liz could even stand.

"Michael, wait," Max's warning came too late as Michael's impulsive nature took him through the heavy metal doors without any thought of security or alarms.

The howling of bells and horns startled them all.

"Damn it!" Max wanted to strangle Michael, just wrap his hands around the guy's throat and simply squeeze. "Isabel, get everyone else out. I'll get Michael."

"No," Tess shook her head at him. "We stay together."

"Tess…"

She shook her head more insistently at him. "I can't protect you if I'm not with you and I can't be in two places at once."

"She's right," Issy said with a confirming look to Tess. "We stick together."

"I'll get Michael," Alex said pushing pass Max. They didn't really have time for Max to stand there and debate it any longer. "You guys check the area of guards."

Rushing in, Alex literally ran into the exiting Michael who had one hand in his pocket and one hand holding several slabs of metal pieces bound together. He glanced briefly at it curiously.

"You alright?" Michael asked, his hand leaving his pocket and holding Alex steady for a moment. "What happened?"

"Hello?" he whirled his fingers in the air. "Alarm, anyone?"

Rolling his eyes, "Let's get out of here," Michael said without giving into the need to reply to Alex's sassing.

"Someone's coming," Max said as he pushed Michael and Alex toward where they came from. "Tess," he took her shoulders and glanced down the corridors. "Can you cover our tracks?"

She didn't answer him. Reaching up, she took his wrist and her eyes closed as she slowly back away from the door, pulling him with her. As he followed her, Max glanced over his shoulders and watched as two gray uniformed guards rushed into the corridor and disappeared into the room Michael had forced his way into.

"They're in the room," he whispered close to her.

Opening her eyes, she nodded and turned to rush down the hall after the others. Something flashed before her, a gray corridor of eerie shadows from another place and another time. "Max?" she groped blindly behind her, too afraid to summon forth a light.

"I'm right here," he said reassuringly as their fingers linked.

"Don't leave me," she whispered, not sure why she was suddenly overcome with the irrational fear.

Max reacted naturally to her fear and squeezed her hand. "I'm not going anywhere."

"Max? Tessie?" Maria's discombobulated voice cut through the darkness. "You guys there?"

"Right here," Tess hissed back as they hurried to where the little group was huddled together, watching the metal grids above them with concern. "What's wrong?" she mouthed to her sister as she felt Max close in behind her, offering his support and reassurance.

Maria said nothing for a moment, just simply pointed upwards.

Nothing was seen there. Then a pair of worn black loafers appeared, paused to survey his surroundings then continued on.

"Valenti," Michael breathed into Alex's ear, who immediately passed it onto Liz, who passed it to Isabel, then to Maria, to Tess and finally to Max.

Time seemed to be slipping away like grains of sand in a person's hand. "Go," Max whispered urgently and the rest of them couldn't agree more.

They were about fifty feet away when Michael stopped again. "Did you hear that?"

"Hear what?" Isabel asked, her eyes wide with fear.

It killed Michael to see her like this. Reaching for her hand which were cold and calmly, he looked over the others' heads to Max's eyes. "I thought I heard something."

"What?"

"Like something hard hitting flesh."

Max's brows came down with concern.

Alex shook his head at them. "We don't have time for this right now. We need to go."

Michael nodded his head, understanding their limitations and pulled the rest of the group out in silence. As Max exited the building, Michael shoved he door shut behind them and pressed his hand against the electronic key pad.

"Michael, no!" But it was too late. The metal hissed and sparked under Michael's palm then simply died without another whimper.

"Great," Max stared at the ruined keypad with resignation. "Let's add vandalism to our list of crimes while we're at it."

"No time for this," Alex urged with agitation. "We need to leave. Liz, why don't you come with Michael and me? The rest of you, we'll see you in Roswell." He didn't wait for a response, simply tugged at the arms of the other two and took off at a run.

With no other choice, the others follow suit.

-&-&-&-&-&-

Julia Topolski pawed her way through the desk, carefully not to disturb too many things in the room. The guards had been a little too easy to handle, making her shake her head in exasperation at people's irrational fear of a badge. The trouble had been the sheriff… the poor man.

Glancing over her shoulders, Topolski stared at the prone figure on the ground, wondering what she was going to do with him… if anything at all.

To be continued…