"Take the way home, that leads back to Sullivan Street…Cross the water and home through the town

"Take the way home, that leads back to Sullivan Street…Cross the water and home through the town."

"Past the shadows that fall down, wherever we meet. Pretty soon now…I won't come around."

"I'm almost drowning in her sea; she's nearly fallen to her knees…"

Max took a deep breath as the lyrics made their way from the speakers of his stereo into his soul. He shouldn't be listening to Counting Crows, he knew…it always just made him more depressed.

"Take the way home that leads back to Sullivan Street…where all the bodies hang on the air."

"If she remembers, she hides it whenever we meet. Either way now, I don't really care."

And boy was that not true. Yes, there had been shadows between them; yes she had hidden the truth from him…but nothing could make him stop caring. God…if thinking she had slept with Kyle hadn't stopped him from caring about her, it was highly unlikely he'd be able to stop now that he knew the truth. Knew that he'd been right along…they were meant for each other.

As the song droned on, he tried to refocus himself. I shouldn't be thinking about this, he thought, I need to be thinking about the Lonnie and Rath situation right now. He knew it was pointless, however. What an awful time for all this to be happening…how could he be as attentive as he needed to be to this problem when he couldn't get Liz, and everything that he'd just learned, out of his mind?

I just need to stay away from her right now, he thought. It won't make the feelings go away, but I can't afford to be distracted…I can't see her at all until this is over.

Even as he thought it, however, he knew it would be impossible. At the very least, there was school. Seeing her every day in class and not speaking with her would be impossible. Not to mention he knew it would hurt her. It would hurt both of them. And also… Max stopped pacing around his room as the thought struck him…it was if the bond between them had not only been reawakened when he'd healed her again, but had grown even stronger than it had been before. He tried to tell himself it was his imagination...that he only thought he felt her so close to him because he wanted her to be. Feeling a bit foolish, Max closed his eyes and reached himself out into the void. And felt it again. It was almost as if he could sense her, now. He'd felt it all day at school, and he continued to feel it now. There, on the periphery of his awareness, it was like he could feel her presence…drawing him to her…bringing them together. Like she was right…there.

Tap tap tap.

Max's eyes flew open to see Liz at his window, standing there self-consciously, waiting for him to let her in. Exhaling a breath he hadn't known he'd been holding, he crossed the room and unlatched the window…standing back a little as she climbed in.

Liz made her way over the windowsill, remembering another time she'd climbed in this very window, tripping and stumbling into Max's arms. How easy it was to remember the feel of his strong arms around her, keeping her steady…not letting her fall. She made very certain to be careful this time around...to end up in Max's arms now would be devastating. It was already hard enough not thinking about how near he was... Okay stop it! she commanded herself. Just say what you came to say, and get out. And...try not to look at him too much. And definitely don't touch him!

Safely over the windowsill, Liz finally looked up at him and couldn't breathe. He was gazing at her intently, his eyes focused raptly on hers. I will not melt, she told herself firmly, I will not melt, I will not melt. Just because he's looking at me like that, I...

"We need to talk," she interjected into her thoughts...breaking the silence between them. "about the flash this morning."

Max nodded slowly. "Yes, I...I don't know what that was. It was hard to see everything, it happened so quickly."

"Yeah. Max…none of that stuff has happened yet." She sat on the edge of his bed, and looked down as she said it, and he knew that they were both thinking of the parts of the flash that involved them...them laughing, them in bed together. Them happy...together.

Max spoke quietly. "Is it...is it maybe from that other future? The one that was prevented?"

Liz looked startled, almost as if the thought hadn't occurred to her, and he went on. "Because, it could have been. I'd said that Michael died in the future...and we were...we were married." He stuttered over the word a little, and Liz didn't shift her stare from the carpet. She felt tears spring to her eyes, and was afraid to look up, lest they spill over and he see.

"I don't know, Max." she said. "It's possible...but, why would we have a flash from a future that'll never happen now? And plus, Michael looked young. He looked the way he looks now. And Isabel...with a gun. That wasn't part of anything in the future, as it was told to me. And..."

Liz stopped, and Max sensed more. "What?" he asked.

Liz took a deep breath and made herself look up at him. "It felt real. Like, it felt like it was now. I don't know how to explain it right...but I have a really bad feeling about it. The part with us...at the end..." she blushed as she said it, but she went on. "The part at the end...we were sad, Max. We were together, and happy together, but we were so sad, too. And in that future...we weren't. It was okay that we were together, and we were happy."

She looked down again, and Max felt a stinging in his own eyes. Her hands folded in her lap, she looked so fragile there sitting on the edge of his bed, and more than anything in the world he just wanted to take her into his arms and hold her forever. Just hold her and forget about all of the rest of this, even if only for a little while. Give her some kind of comfort, and let her know that no matter what else was going on, he still loved her.

"I think we should tell them," she said to her hands. "Michael and Isabel...and Tess. About the flash. About what might happen." She looked up at him for confirmation, and he nodded.

"Yeah," he said. "We're supposed to meet tonight at Michael's apartment to talk about this Lonnie and Rath thing...I was going to tell them then."

The room was silent for a beat, and then Liz stood, turning toward the window. "Well okay, I guess I'd better..."

The ringing of the phone interrupted her, and Max picked it up, holding up a hand for Liz to wait a minute. She stopped before the window as he spoke into the phone. "Hello?"

"Max?"

"Michael? What's wrong?"

"Nothing," Michael answered. "But I need to meet you. You and Isabel both. I already called Tess."

Max's brow furrowed a little. "We're already meeting tonight at your apartment, remember?"

"No Max, this is important. I know what Lonnie and Rath are up to. But I don't want to talk about it over the phone."

"All right, I'll get Isabel and we'll meet you over there."

"Not here," Michael said. "I don't feel safe here right now. In the quarry...in an hour."

"Okay," Max said, "this is good, because Liz and I need to talk to you guys about something, too."

"Don't bring Liz, Max." Michael said, his voice getting a bit harsh. "This isn't for her...or for any of them. Our lives are at stake here...mine and Isabel's. Can we just this once leave the humans out of it?"

Max was a bit taken aback at Michael's biting tone. "All right fine, Michael, whatever. We'll be there in an hour." The dial tone was his response as Michael hung up, and Max slowly replaced the receiver.

Liz stepped back away from the window. "What's up?"

Max frowned slightly. "Michael...he's upset about something. Says he knows something about what Lonnie and Rath are doing here, though. Needs to meet us."

"Well okay, let's go." Liz said, making as if to head to the door.

"No," Max said, "he just needs us...me and Isabel. And Tess."

"Oh," Liz said, stopped in her tracks. Knowing Michael, she could guess what he'd said. Probably something about how they didn't need their help. They could take care of everything on their own. But this was wrong...something definitely felt... "This is wrong, Max." Liz said. "Something about this feels wrong. You guys were already meeting tonight. Why the rush, now?"

"I don't know," Max said, grabbing his jacket. "but whatever it is, he sounds pretty hyped up."

Liz managed a small smile. "When isn't Michael hyped up?" she quipped. Max grinned a little at her, and then stopped as the seriousness sank back in. Liz looked at him. "I think I should go with you."

Max looked back at her, trying to figure out how to say what he knew he must. "I'm not so sure it's a good idea, Liz. I mean...Michael seems pretty set on not having any of you guys there, right now. And also...also maybe it's for the best if you and I..." he trailed off, not even able to vocalize what he was trying to say. Not only because it hurt to think about not being around her, but also because he saw the pain growing in her eyes.

"If you and I didn't see each other," she finished for him. Quietly, he nodded. Liz sighed. "I get that, Max. As much as it hurts, I understand. And you're right, it's probably for the best. But that doesn't mean I don't still care about you...I can't stop myself. And right now I'm really worried. I've got a bad feeling about this, Max. About all of this. I don't think you guys should go alone right now."

Liz's words had more of an effect on Max than he would have cared to admit. Not just the confession of her feelings...but her fear of what was going to happen. Her sense of foreboding was palpable...he could feel it in the room around them. And suddenly, he began to be a little afraid, himself. Then you definitely can't let her go, he thought. If something's going to happen, keep her as far away from it as you can. Visibly trying to throw off the cloak of apprehension that had settled around him at her warning, he tried to lighten up the atmosphere. "It'll be okay," he said to her, shrugging his jacket the rest of the way on. "We'll be careful."

As he turned to walk out of his room, he snarked back over his shoulder at her. "Oh and hey Liz? You can use the front door, you know."

Liz watched him leave the room. He's just as worried as I am, she thought, and then followed him out to the living room.

~*~*~*~*~

Isabel opened the front door and was met with Alex's tentative smile. "Hi Isabel…can I come in?"

"Alex," she said. She wasn't displeased to see him, just jumpy about the whole dupe situation in general, and his arrival came at a bad time. Her greeting lacked a certain…warmth to it.

At her lack of expression, Alex's smile faded a little. "Okay," he said quickly, before she had a chance to interject. "I know this is an alien thing…doesn't really concern us…yadda yadda. I get that. I just wanna know if there's anything I can do to help."

The words she'd summoned to tell him to leave died in her throat as she looked at him. He looked so…earnest. So honest. And Isabel knew he was sincere. Not only had he proven himself trustworthy in the past, she was in the unique position of actually knowing beyond a doubt how he felt. She remembered her surprise at finding out his feelings for her when she dream-walked into his sleep, and discovered that he genuinely cared about her, and wanted what was best for her. Isabel found herself at a crossroads, she couldn't let him in, but suddenly didn't have the heart to tell him to leave, and she stood there in the doorway…uncertain.

Alex watched the struggle of the decision cross her face, and even with everything else going on, he couldn't stop himself from noticing her beauty. You are totally hopeless, my man, he thought. It's been forever since you maybe even thought you might have had a chance. Why can't you move on?

As he watched her, he saw her features clear, and that cool, collected mask she normally wore slid back down across her face, and Alex knew she was going to send him away.

Isabel took a breath to thank him and send him on his way, when she was distracted by Max and Liz coming from the direction of Max's room. One of her perfectly lined eyebrows arched in inquiry as she sensed the urgent vibe between them. "What's up?"

Max palmed the keys to the jeep. "Michael just called…we need to go meet him. Tess is already on her way."

"Let me get my jacket." Isabel said, senses suddenly alert. She turned and headed back into her room. Max eased past Alex and paused in the doorway a moment, slowly turning around to look back at Liz. Their eyes met, and she could tell he could see her concern, and wished that she were coming with them. And right there, in that moment, she made her decision.

Be careful, her eyes said to him. Max nodded and ducked out the door. A moment later they heard the jeep start after he got in. Liz rounded on Alex. "Something's wrong…I've got a bad feeling about all this," she said. "I'm going to follow them."

"I'll come with you," Alex said immediately.

"No, I need you here…someone who knows I'm gone. I need you to call Maria and tell her what's going on, too." As they heard Isabel coming back out of her room, Liz shot out the door, calling back to Alex over her shoulder. "Both of you watch your backs!"

Alex followed her out and watched her from the porch as she got into her car. Isabel breezed by him a moment later, pulling the door shut behind her until she heard the lock click, and then went down to the Jeep, climbing in. She met his eyes once more through the windshield, and Alex thought he read in them a longing…that things were different; that she could allow him into her life. Of maybe it was just his imagination. Maybe that was just what he wanted. Max put the jeep in reverse and backed out of the driveway.

The sky was starting to show only the faintest tinge of orange as Max shifted gears and accelerated quickly up the street. Alex watched as the Jeep's taillights lit up briefly at the stop sign at the end of the street, then went dark again as Max turned out onto the road. A moment later, Liz's car made the same turn, shadowing them. Alex pulled out his cell phone.

~*~*~*~*~

Michael pursed his lips in contemplation when he heard the knock on his door. Senses at the ready, he stalked over to the door and peered through the peephole.

Son of a bitch, he thought in exasperation. Of course it would be her. Michael stood back and sighed hugely, finally turning the deadbolt so that it unlocked, and opened the door to meet Maria.

She stood framed in the doorway, looking small and fragile, and for a moment Michael regretted his rudeness….

Until she opened her mouth.

"It's about time!" she said, barging into the apartment without another word. Michael looked up at the ceiling, as if entreating some higher power to help him. Why me?

Michael flicked his wrist and shut the door, following Maria a few steps into the apartment. "What are you doing here?" he asked.

Maria turned around and looked at him, her hands on her hips. "We need to get something straight," she said. "about our relationship."

Michael was frustrated. "How many times do I have to tell you, there is no relationship?"

Maria got that ingratiating smile on her face that Michael knew so well. It meant that she thought she was onto something, and she wasn't going to let go of it until she'd driven him nuts with it. "Oh no, Michael, you can't fool me forever."

Michael affected to be unaffected. "Fool you about what?"

"About the way you feel about me, naturally. Michael, you don't just get rid of someone who's important to you…not if you really care about them."

Michael started to open his mouth, but Maria forestalled him, cutting off his statement with a chop of her hand before he even had a chance to speak. Michael lapsed back into a reluctant silence as she continued. "And don't tell me you don't care about me…because as much as you may protest it to the contrary, I know the truth."

She took a step closer to him. "All wit and banter and self-denial removed, I know you care about me, Michael. And I care about you. And this…with us, apart. It's not right. I don't like it."

As she stood there looking at him, frank in her honesty, a hint of her perfume wafted to him on the air between them, and he suddenly found it difficult to look away from her. But he did. Mud, he thought…Mud mud mud mud…

Maria felt she was getting somewhere. "Stop resisting me Michael, you know I'm right. Give in." Suddenly her brow furrowed as a thought occurred to her. "Did I just say that? God, I sound like Darth Vader."

Michael used her distraction to take a few steps away from her, toward the kitchenette. He knew he needed some anger, here…something to drive a wedge between them. Something to get her mad, so she'd go away. He took a deep breath and turned around to face her, a cocky attitude in his bearing.

"Maria, what do you want? Look, we've got our own problems right now, and I don't have the time to deal with you."

"I know," Maria shot back, a little hurt by his tone. "I came here to help."

"Well we don't need your help," Michael bit out. "We've got it under control."

"Oh we do, do we?" Maria paused, and adopted a new stance…more aggressive. "So what, it's your problem and you'll deal with it? Don't need any help from the lowly humans?"

Michael stood unmoved. "That's right."

"And while we're at it, why don't you tell me why it always comes down to this? Why it's always you against us. Because you're aliens? Hello?! I mean, who was it who kept you from being arrested for speeding on the way to the geo-dome? Who distracted the searchers so you and Max and Isabel could investigate that sign in the woods? Who helped substitute Alex's blood for Max's so your secret wouldn't be discovered? Who helped do that energy thing with the healing stones in River Dog's tent when you were dying? Us. Around every turn; at every new crisis, we help you. Constantly putting ourselves on the line for you.

With that last, Maria paused. She looked at Michael, and noted that he seemed to be not at all affected by her words. When she spoke next her voice was much calmer. Quieter…defeated. "And you don't even care, do you? You don't even care that we care about you. Enough to risk dying for you. And you couldn't care less. Because we're only human. You can't get attatched, you can't let anyone in." She took a shaky breath as she came to her own realizations…that maybe she'd been wrong about him all along. The new awareness was in her voice. "Why do I even try?"

In the silence that answered her question, Maria turned slowly and walked to the door. Her hand reached out and was on the doorknob when Michael spoke from behind her. "I don't know…why do you?"

She looked back over her shoulder at him. He was still standing by the bar in the kitchen, and his face reflected…nothing. She hunted for some kind of clue that it hurt him to watch her leave, but she found none. Her voice was quiet when she answered. "Like it would make a difference to you if I clued you in." she said, and opened the door…..

...on Isabel. Both girls were in forward motion, and almost collided in the doorway. Isabel finally managed to get past the Maria blockade, and entered the apartment. "What's up?" Michael asked.

"I need to talk to you," Isabel said, glancing at him meaningfully. "Alone."

Maria straightened. "Okay, okay, I can take a hint when I hear one. Aliens only, no humans allowed, right? Well you guys can take your alien conspiracy and shove it up your… hey. Where's Max?"

Isabel's eyes never left Michael, but Michael looked at Maria in confusion. "What?"

Maria took a step back into the apartment. "Where's Max? Wasn't he with you, Isabel?"

"No," Isabel said. "I dropped him off at home."

Maria was confused. "But…no. You just left home. You and Max were going to both come over here and talk to Michael."

Isabel turned sharply on Maria. "Look, I don't know what you're smoking, but I just came over here on my own. Now go, I need to talk to Michael."

Maria's hackles were up, and she enunciated each word clearly. "No…Alex just called me. He said that you and Max were coming here after Michael called."

Warning bells suddenly sounded in Michael's head, and his voice was low but clear as he spoke. "I didn't call."

There was a beat of silence as the implications sunk in, and then Isabel launched herself at Michael.

Michael barely even knew what was happening…one moment the three of them were standing in a triangle in his living room, and in the next he was lying flat on his back, with Isabel straddled over him delivering some well-rounded punches. He tried to get his arms up to block her, but she was vicious. Mercilessly, she wrapped her hands around his throat and began to squeeze. Michael heard Maria calling his name in alarm from somewhere behind them, but he was already quickly losing his senses.

Running over to the two figures wrestling on the floor, Maria threw herself on Isabel, yanking her bodily off of Michael. Isabel whirled off and hit the wall with a thud, sinking down to the floor, the breath knocked out of her. Maria bent over Michael, who was choking but okay. She helped him up, and saw where his throat was already turning red from where Isabel's hands had tried to choke the life out of him. They looked over at Isabel, who was slumped on the floor against the wall, her head down.

"Isabel, what….?" Michael started.

Suddenly her head snapped up, and her gaze locked on them. She got to her feet slowly and deliberately, body language menacing. Michael and Maria watched in belated comprehension as Isabel's image shimmered, and dropped away, revealing the tattoos and punk hair of Lonnie…Isabel's duplicate. Michael shoved Maria away from him, toward the door. "Maria, run!" he shouted.

Lonnie's arm came up and extended toward Michael. Maria turned around and saw them there, frozen in a horrible tableau, and she knew that she was about to watch Michael die. Without even thinking, she hurled herself back at Michael, getting between him and Lonnie, and shoved him. She saw a brief flash of a bright red light, blinding in its intensity, and then there was nothing.

Michael looked down in horror at Maria, who had fallen to the floor after taking the blast meant for him. Regaining his balance, he looked wildly at Lonnie, who was tensed to run. Raising his arm, he summoned up everything he had within him and released it upon her. It struck her square in the chest, and she fell back against the wall a second time, collapsing to the floor in an unconscious heap.

Michael quickly knelt beside Maria, rolling her over. He inhaled sharply when he saw the scorch marks on her skin, and how limp she was in his arms. Feeling for a pulse, he closed his eyes briefly in relief when he felt it…faint, but steady. A sudden scrabbling attracted his attention, and he looked up just in time to see Lonnie stumbling out of the still-open door of his apartment, running away. Michael tensed to follow her, but then looked down at Maria again, still in his arms. Torn for a moment, he finally gathered her up and lifted her, heading for the door. He'd have to try and contact Max from the hospital…and let him know that the attack had begun.