Author's Note: Thanks for all the amazing feedback everyone! Actually, this one isn't finished yet (well, it is in my head ) but I am writing as quickly as I can. Just hang in there. I guarantee a happy ending.

Part 13 - Another Time, Another Place - Section C

[b]April 2001 - Roswell, New Mexico[/b]

Liz glanced at the clock, wondered where Max had gotten to. They had agreed quietly right before Max had resolved that whole business with Brody at the UFO Museum that Max would meet her on her balcony at the usual time. The whole hostage incident had reinforced to Liz, and she assumed to Max, how fragile Max's secret was, how careful they still had to be.

All she wanted to do was see him, hold him, wrap herself up in his presence, remind herself that they were both still alive and safe now that Tess had erased Brody's memory.

But Max was late. Really late actually.

Things had mostly gone back to normal since they had had the fight in Las Vegas about telling Tess the truth. This had been [I]after[/I] Max had gone gambling with Michael and they had both ended up in jail of course. After Maria had bailed them both out of jail, Max had decided to go home on the next plane. No one else had known it wasn't only because of the fight he had had with Michael, but also because he was still absolutely furious with Liz. When he had found her in the games room playing pinball with Tess - strange enough in itself Liz acknowledged, but Liz's attempt to see if maybe she could tell Tess - she had been able to tell that it had taken all of his willpower not to drag both girls somewhere private to get everything out into the open. He had refrained though and had simply left, leaving Liz sure that things were going steadily downhill between them.

Liz had been shocked and relieved when Max had come back. Maria had arranged for a dinner for the whole group at a private club and Liz had been sitting alone at the table, watching Kyle and Tess dance together, smiling and laughing, wondering if maybe Max was right - if maybe they were safe, that Tess would not leave, that they could tell everyone the truth - when he had suddenly been there and had pulled her out onto the dance floor. He had still been in a very strange mood though, had told her about a flash he had had on his way to the airport - of the two of them getting married in Vegas. Liz had felt her heart drop to her stomach, had been on the verge of telling him that he had seen a vision of what was supposed to be, but the moment had passed when he had pulled her closer, whispered an apology into her hair, had whispered that he loved her and that he trusted her.

So, things had returned to normal - if you could call sneaking around normal. Max had not brought up the subject of telling Tess the truth again since. In fact, he and Tess had been hanging out more often lately. He had told Liz that he was doing his best to get a read on her, to figure out what was going on with she and Kyle. Liz had guessed that this was why Tess had been caught up in Brody's hostage situation - she had been visiting Max at work when the whole thing had gone down.

Liz was doing her best not to be jealous about the time her boyfriend was spending with his past-life wife. She knew, without reservation, that it was she Max loved. Even if she was resisting giving him flashes, he had been as open with her as always. She knew from seeing into his soul that he had no doubts about who he loved. But that horrible feeling that she had experienced in Las Vegas - that he was slipping slowly beyond her reach with each passing day, with each day she kept the truth of the Future Max situation hidden from him - would not go away.

Which was why she was freaking out that he was late for their rendezvous. It was completely unlike him.

And so it was a great relief to hear Max's familiar voice calling up from the alley below her balcony. Better late than never! "Liz? Are you there?"

She tried to control the beaming smile that broke out across her face, but then gave up. If she couldn't show him with flashes how much she adored him, then she would show him in every other way possible. She looked over into the alley. "Hey! Come on up!"

It wasn't until Max spoke again that she realized how tense he looked down there, staring up at her. "Um, I can't. My parents are freaking out about what happened at the Museum." He looked down. "I just came to tell you that I have to go home."

Liz felt her heart drop in disappointment. "Oh. Okay." She smiled again. "You can't even come up for a minute?" She asked flirtatiously.

"I better not." Liz frowned. Max sounded distinctly weird to her.

"Is everything okay Max?"

"Fine." He said it so abruptly, she knew he was lying.

"Max?"

"Really Liz." He said more calmly. "Everything's fine. I'm just really tired." He paused. "Listen, can I make this up to you?" Liz could see him relaxing slightly. He was moving towards the ladder, as though he had decided to climb up after all. He stopped before he reached it though, forcing himself to tilt his head all the way back to stare up at her. Now that he was closer, Liz could see the shuttered expression on his face.

"You don't have to." Liz said, a feeling of dread beginning to come over her. Something was [I]really[/I] wrong here. "I understand."

"I want to." Max insisted emphatically. For the first time since he had arrived, he smiled up at her. "You do know what Saturday is, do you not Miss Parker?"

Liz shrugged. "I have no idea." She replied, mystified.

"Liz, I am shocked." Max teased. "Where are your priorities? You're the girl. You're supposed to know these things, not me. It's our prom of course."

Liz blinked. She had totally forgotten about the prom. Since she had no intention of going with anyone but Max, and since it seemed unlikely that they would be able to go together due to the continued quest to keep their renewed relationship a secret, it hadn't even occurred to her to consider going anyway. "Oh. Yeah. I'd forgotten."

"Well, I happen to be the bearer of the news that one Tess Harding has a date for the big event." Max told her. He had started to climb the ladder now after all, was only two rungs below her. He was smiling, but as Liz gazed down at him, instead of feeling pleased, she felt a shiver descend her backbone. Because she was looking directly into Max's eyes, and the darkness there in no way matched the playful tone of his voice.

His eyes - there was something dark in there, hidden. And if Liz was not mistaken - it was fear.

Something [I]had[/I]happened and it was completely apparent that he had no intention of telling her what it was.

And she suddenly understood how it felt to be Max, how it felt to have her shutting him out from a part of her life. Not for the first time, all she wanted to do was blurt out the whole story, immediately.

But it was too late. He was still talking, still pretending nothing was wrong. "Kyle asked her apparently." Liz did not miss the raised eyebrow that seemed to be saying "[I]See? We're safe. We can tell her the truth.[/I]"

"Oh?" Liz replied, just as casually, pretending that this was nothing more than flirtatious banter prior to the question she knew was coming.

She saw Max's expression darken slightly, but so quickly, she wondered if she imagined it. "So?" He asked, the undertones betraying that he was asking about much more than the prom.

"Yes." Liz whispered, reaching down and running her hand down his face. She felt it tighten under her touch. Max swallowed, forced another smile.

"Great. I think we should lay low until then though Liz." He said as he backed his way down the ladder again. "Just in case. That way she'll think we're going just as friends."

"Okay."

"I'll see you at school tomorrow."

He was walking away before Liz realized that he hadn't kissed her good-bye.

**************************************************

The day of the prom dawned bright and sunny, which in no way matched Liz's mood. Maria was still sound asleep on the pillow beside Liz. She had slept over the night before because they were going to the hairdresser and to get their nails done early and it had just seemed easier.

Of course, it had also been because it had been time for an emergency gab session. Maria had flat out admitted to Liz on Wednesday, after she found out that Liz and Max were going to the prom together, that everyone knew they were back together.

Liz had stared at her best friend in horror, her heart beating a terrible tattoo of doom against her rib-cage. "Everyone?" She had whispered, feeling like she was about to pass out. Despite all the attempts she had made to be honest with Max, to accept that Tess was ready for the truth, the idea that Tess [I]might[/I] actually [I]know[/I] already... The terror she was suddenly experiencing more than confirmed to her that it was not yet time.

Tess could not know.

"Well, everyone that matters." Maria had been waving her hand in the air dismissively. "Me, Michael, Isabel and Alex. Who cares about anyone else?"

"Does Tess know?" Liz had demanded, wanting to shake Maria for treating the whole thing so cavalierly.

"I swear she doesn't Lizzie." Maria had insisted. "Michael and Isabel have been keeping a close eye on the situation. I told them enough to make them understand that she [I]has[/I] to stay in Roswell."

"How long has everyone known?" Liz has asked, trying to decide what this meant for the weird way Max was behaving. Were Michael and Isabel trying to convince him that he had to break it off with her, that keeping Tess around was more important than any earthly girlfriend? Is that why he had looked so scared on Monday? Because he had begun to realize that they were right, that he was going to have to break up with her?

But then why would he have invited her to the prom? It didn't make any sense. No, something else was going on with Max and she still had no idea what. She had not really spoken to him since the night at her balcony, although she had seen him at school of course. Even that had been weird though. He had made absolutely no attempt to touch her or talk to her privately, as he had all the time since January.

The fear that she was losing him...It was growing stronger with every passing day. And, yet, she still knew that she could not tell him the truth. She didn't know where this irrational terror came from, but she knew it went far beyond the fear that she was going to lose Max if he knew that their relationship had resulted in Michael and Isabel's deaths.

No this was something different. Like there was an outside force controlling her.

But it was ridiculous of course. No one knew the whole story except Maria and she was the person Liz trusted most in the world, after Max. Not that Max was making it [I]easy[/I] to trust him lately.

So she and Maria had stayed up late the night before, dissecting the whole situation. And it was an argument Maria had made that had finally convinced Liz that it was time to tell Max the whole truth.

"Liz, you love him. You can't stay away from him, but this isn't you. You know it isn't. Not telling Max the truth, because you're scared you're going to lose him?" Maria had sounded absolutely flabbergasted. "He'll never leave you Liz. You have to see that. If you tell him, you can come up with a solution together, even if its full-time bodyguards for Spaceboy and Queen Amidala fourteen years from now."

Liz had been shocked by what had appeared to be Maria's callous attitude towards Michael and Isabel's impending doom. "Maria, I would have though that you of all people would have wanted me to do anything to protect Michael!" She had exclaimed.

Maria had rolled her eyes. "I'm bound to kill him myself long before then Liz." When Liz had gasped, Maria had taken her by the hand and had said seriously, "Liz, of course I'm scared. But we can't live our lives in fear. Future Max told you the truth. This is a new world. There is absolutely no way we can be sure that Michael and Isabel aren't still going to die, even in a different way." Maria sighed heavily. "Someone else might die. We can't know." She squeezed Liz's hand lightly. "You have to tell Max so that he can be as prepared as possible. It's not fair to him Liz. You're not trusting in his love for you. How can you, of all people, not know that he'll never leave you? If he didn't after the whole destiny thing, he won't - ever."

And Liz had known that Maria had been right. Which was why, tonight, she was going to tell Max everything.

She had asked Max to pick her up early. She knew that he had planned a romantic dinner at Chez Pierre, although secretly she would have preferred Senor Chow's which had so many wonderful memories, but she wanted to go somewhere private with him first, to tell him everything so that there would be nothing standing between them anymore.

And if he left her - well, so be it. She was tired of being a coward.

Of course, this was easier said than done. When she got her first glimpse of Max in his tux, hours later, when he came to pick her up, she questioned her decision. How could she risk losing him?

He was walking towards her, his eyes glowing as he gazed at her in her wine-coloured dress, which she had accentuated with a necklace that had belonged to her grandmother. She felt like he was practically worshipping her with his eyes. It had sent a shiver of desire coursing down her spine, one that was not helped by the fact that she had actually never seen him looking as gorgeous, and that was, of course, saying a lot.

For a long, charged moment, as their eyes met, the world was devoid of everyone else but the two of them. Liz knew that she could no longer lie to him. And she knew from the expression on his face that he felt the same way. Whatever was bothering him...She had a feeling she was going to know all about it before the night was through.

"Can we go somewhere?" Liz whispered, not taking her eyes from his. Max simply nodded, took her by the hand and led her out the door.

They sat in comfortable silence on the drive. Liz knew exactly where he was taking her - the radio tower near the crash site. She didn't know [I]how[/I] she knew. She just did. It was like this whole night had played out a million times before, like she had lived it all before. Perhaps she had, in another life...Was this timeline beginning to meld with the timeline Future Max had erased when he had arrived? Were she and Max simply rebuilding the horrible future that was to come - the one where Michael and Isabel were dead and the world ended?

Liz felt a frisson of fear, tried to ignore it. She had to tell him. There was no turning back now, no time for doubts. Maria was right. She couldn't live her life based on fears of what might happen. Not any more.

As they pulled up to the place where they had found the orb that had first brought Tess Harding into their lives, Liz sat quietly for a moment after Max turned off the ignition, stared at the scene spread out before her.

The sun was just beginning to set on the horizon, but it didn't matter. There were several torches lighting up the area, throwing shadows across the blanket that was spread out on the ground, an elaborate picnic just sitting there waiting for them. Liz turned to look at Max. He was watching her, he eyes glowing. "Are you ready for the best night of your life Miss Parker?" He asked, raising an eyebrow at her and picking up her hand at the same time, bringing the palm to his lips.

"Do you have any idea how much I love you?" Liz blurted out, unable to stop herself. Max's eyes narrowed slightly, almost smoldering.

"Probably about as much as I love you." He replied. "Which is why I've decided that tonight marks a new beginning for us."

"You have?" Liz asked breathlessly. "Max, I'm so glad you feel that way, because I think it's time..."

"Liz, I have a confession to make." Max cut her off, apparently not even having heard her. "I've wanted to tell you since it happened, but I didn't quite know what to say. I thought you might take it the wrong way and so I've been wracking my brain trying to figure out a way to say it without it all coming out wrong and screwing everything up between us." He was staring at her, his tone pleading. "Do you know what I mean?"

"I think I have an idea." Liz replied wryly. "Okay. Just tell me. I promise that it won't screw everything up." She smiled despite the nerves that his statement had caused to start jumping in her stomach. As though she hadn't been nervous enough!

"I remember Tess." He said it abruptly, like if he didn't say it quickly, he wouldn't be able to get it out. "From before I mean. I remember loving her."

For a moment Liz felt as though she had been slapped. All of her fears, since the first moment Tess had arrived on the scene, came flooding back. She [I]was[/I] going to lose him! Not because of any of her own actions after all, but because of an alien destiny over which they had absolutely no control.

But when she looked up into Max's anxious face, all her fear dissolved so suddenly, it was as though they had never existed. She knew he loved [I]her[/I]. She had always known it. This would not come between them. She would not allow it to and she knew with utter certainty that neither would he.

"Liz? Are you okay? Say something! Please." She realized that she had been sitting in what had likely seemed like stunned silence for close to two minutes. "I don't care! Really! It doesn't mean anything. I'm actually surprised by how little it means. I mean, it's nice - but it's sort of like feelings for an ex-girlfriend, you know? Like maybe how you feel about Kyle? An old affection that used to matter, that you still sort of hold onto, but don't really care about." Max snapped his mouth shut suddenly. "I'm babbling. I'm sorry." He was still staring at her in concern. "Are you okay?" He repeated again, bemused.

"Yes." She smiled affectionately at him. "I'm glad you told me. I understand."

"I just want you to understand that this is what's been on my mind all week." Max continued, his breath having come out in a great woosh of relief. "It's why I didn't kiss you on Monday. I didn't want you getting flashes before I could tell you myself." He paused. "Unlike you, I can't control myself around you. I can't just shut them off." Liz could tell that he was trying to mask the underlying tone of bitterness that accompanied that last statement. He was still very much doing his best not to pressure her into telling him the truth.

Liz brought her hands up to cup his beloved face. "Thank you for that. And I know exactly what you were going through." She closed her eyes briefly, taking a deep breath. "And I am so sorry that I've shut you out. I was scared Max, but you're not the only one who wants a fresh start tonight."

And with that, she pulled his face down to hers, pressed a light kiss to his lips. "See me Max." She opened her mouth for him, felt his hands come up to cradle her skull. She threw all of her love for him into the kiss, concentrated on opening her whole soul to him, concentrated on showing him everything that had been standing between them for so long.

The flashes she received from him emphasized the fear he had been living with all week - the fear that she would not understand, that she would leave him because of Tess. She saw the memory of his love for Tess, embraced it, because immediately following it came a calm acceptance that it was over, was nothing compared to what he felt for her, Liz. His love for her, under any circumstances, blazed through his entire being, everything that was [I]Max[/I], settling peacefully over her, reinforcing to her that she was doing the right thing.

It seemed like far to soon when Max broke the kiss with a gasp, bringing his forehead down to rest against hers. "Liz!"

"I'm so sorry Max." Liz felt tears of regret filling her eyes. "I'm so sorry I didn't trust you with the truth."

"How could you think that I would ever leave you?" Max demanded, lightly rubbing his thumbs across her cheeks to catch her tears. "I will [I]never[/I] leave you for her. NEVER." He drew her deeper into his embrace, pressed her cheek against his neck. "And we will make sure that everyone stays safe, I promise."

"I know it. I trust you Max." Liz replied, almost choking on a sob of relief.

"Liz, don't trust [I]me[/I]." Max said seriously, still only a breath away from her lips. "Trust in [I]us[/I]. Because together we are strong. I can't be strong without you."

Liz smiled through her tears. "I love you Max." And, suddenly, she knew with utter certainty that it was time to finally show him just how [I]much[/I] she loved him. "I want to be with you Max."

Max blinked, pulled back slightly. "Liz, that's not why I brought you out here!" He exclaimed, sounding horrified that she might think it was.

She kissed him lightly. "I know. But it's time." She felt her heart lightening with the complete rightness of the moment. She glanced at her watch jokingly. "I know that, traditionally, we're supposed to wait until [I] after[/I] the prom, but, by my calculations we're already about seven months behind schedule..."

Max's eyelids were lowering though. He was clearly no longer listening to her. She could see that his eyes were glued to her lips. She couldn't help herself. She darted her tongue out, licked her lips to wet them. His eyes practically bugged out of his head.

She could see that he had tensed up considerably, waited impatiently for him to kiss her. She didn't want to make the first move now. She had flat-out told him what she wanted. If he didn't, well then he was going to have to tell her. The next move was his.

Liz felt her heart drop to her toes as Max suddenly let go of her, climbed out of the Jeep. Was he going to turn her down? She felt her cheeks beginning to flame with embarrassment, but it was nothing next to the deep disappointment that was building within her.

But she should have know better. Max was simply walking around the Jeep. In fact, he had not taken his eyes off of her. She turned, watching him through the windshield as he moved around to her side. He took her by the hand and pulled her to her feet beside him. "Are you sure about this Liz?" He asked, his eyes practically burning a hole in her, they were so hot with desire.

"As sure as I am that I will love you until my dying day." She replied quietly.

He groaned, swept her up in his arms and carried to the blanket near the spot where they had first spent the night sleeping in each other's arms.

That morning, more than a year before, when Liz had woken up in Max's arms, she had known that this was how she wanted to wake up every morning, wrapped in his love for her.

But, as they were swept away in a tidal wave of pent up love and lust, Liz's last coherent thought was that what happened [I]before[/I] they went to sleep was a million times better.

To be continued..