A/N: Thanks guys for all the reviews. Someone I believe likened this fic to Westside Story. I'll just give a little hint by saying it dates back a little earlier than that. More like Shakespearian times. You can pretty much figure it out from there. There are no aliens in this story btw, though there are a few original characters.

Disclaimer: Refer to first chapter.

ACT I

Past: Venice California Eight Years Earlier, April 25, 1998

"Would you come on already," Maria said impatiently, motioning Liz towards the back door of the school's gymnasium, which she held open. "It's freakin pouring out here." Despite the storm raging outdoors, the band chosen by Principle Williams could still be heard playing inside.

"If I run any faster I'm going to fall, and then our being late will be a moot point," Liz yelled as she raced across the parking lot. "Besides, you were the one who wanted to go home and change after the game, even though the dance is casual dress," Liz eyed Maria's black hot pants and white off the shoulder Mexican top pointedly.

"Whatever." Maria pouted. "Stupid freakin rain," she muttered as they made it safely indoors.

She's complaining and I'm the one who's soaked. Liz rolled her eyes at the irony. They usually never experienced weather this severe in the tiny town of Venice. But every once in a while Mother Nature saw fit to pummel them with thunder storms. This being one of those times.

"Come on," Maria said, dragging Liz forward. "I see Michael over by the punch bowl."

No doubt spiking it. Liz thought, as she allowed herself to be dragged across the gym. Maria could be really bossy and take charge sometimes. Add that to Michael's trouble with authority, and you had this decade's Bonnie and Clyde. They weren't out robbing banks or anything, but they definitely crossed the line occasionally. At least by small town standards.

The people of Venice often shook their heads in wonderment at the long and enduring friendship that existed between Liz and Maria. They just couldn't understand how two girls with such different temperaments and family backgrounds remained friends. Liz could have easily explained this to them. Where Maria was bold, she was shy. While Liz had both her parents and an older brother, Maria was being raised by a single mother and an only child. Liz brought a sense of serenity and security to Maria's life, and Maria brought excitement and freedom to hers. In short, they balanced each other out.

"Sup," Michael said to Liz before pulling Maria into a tight clench as they reached the punch table.

"And that's my cue to leave," Liz said uncomfortably, feeling like a third wheel.

"Where you goin?" Maria asked, now that Michael had released her lips and she could speak again.

"Away from you two before school officials kick us out. You guys for lewd behavior and me for voyeurism."

"No need to just watch," Michael wriggled his eyebrows. "A threesome is infinitely doable."

"Idiot!" Maria smacked him in the back of the head, thus starting an argument.

Shaking her head at their latest dramedy, Liz slipped away quietly and entered the girl's bathroom. Standing in front of the mirror, she took in the damage the rain had wrought. She looked like a drowned poodle. And not a cute one either. She was a mess. Her peach colored sweater was nearly transparent from the rain, and showed instances of the black bra she wore beneath it. Using several paper towels, she dried it as best she could. Pulling a comb from her little black clutch, she quickly redid her misshapen ponytail. Deciding there was nothing to be done for the blue jeans that stuck to her like a second skin, Liz exited the bathroom.

Re-entering the gym room, she quickly spotted Michael and Maria at a table in the far corner and made her way over to them. Sliding quietly into a seat, she listened to the jokes being cracked by Michael and several of his friends. Or dogz as he liked to call them. More than an hour passed in this same vein, and Liz began to zone out. Truth be told she was bored stiff.

"What the hell are they doing here?" Rick said angrily, his red hair matching his temper.

"They sure as hell don't belong," added blonde headed Greg, his green eyes flashing dangerously.

"Oh, just leave 'em alone," said a bored Maria, who never even bothered to look up. She was perched on Michael's lap nuzzling his neck. "It's way too nasty a night to have to find another hangout."

"In case you jocks didn't get it, that means don't start anything," Michael said challengingly.

Liz, who had no idea what they were talking about, glanced towards the gymnasium's doorway and saw a group of guys. Taking a closer look, she recognized one or two of them from their previous games against Riverdale High. They were nicknamed the Richies by the student's of Venice High. The other two who were slightly older she didn't recognize. But she couldn't take her eyes off the dark-headed one. Wearing well worn faded blue jeans, a black tee-shirt, and black leather jacket. He was every girl's bad-boy fantasy come to life. But it was the bored look in his beautiful amber colored eyes that held Liz mesmerized.

For the next two hours Liz peered intermittently at Mr. Hot-Ass while pretending to laugh at her friends antics. Finally becoming bored with the whole thing, and berating herself for even thinking she'd have a chance with someone like that, Liz got up to get a glass of punch. Standing at the table, she sipped reluctantly from the glass of spiked punch as her eyes roamed the crowded room for her mystery man.

"Looking for me?" A sexy voice whispered from behind her.

Spinning around quickly, Liz nearly choked on the mouth full of punch she had yet to swallow. There before her stood Mr. Tall dark and handsome in all his glory.

Trying to play it cool, she said, "Great line. Does it usually work?"

Max's eyes flashed with wry humor. "Usually." Though they both knew he wasn't just spouting a line. He'd seen her staring at him for most of the night. And when she wasn't, he found himself staring back.

"Let's dance," he said grabbing her by the hand and leading her onto the dance floor.

"Talk about caveman tactics," Liz said sarcastically, as the band began playing a rendition of the Lifehouse song You and Me.

"I was afraid you'd say no."

Liz stared at him skeptically. As if. He'd probably never been denied anything he wanted a day in his life. "So what's your name? Cause prince charming your not."

"Max," he said smiling charmingly. She was so different from the yes girls he was used to. What had started out as an incredibly boring evening had just taken an interesting turn.

"Liz," she said grudgingly.

"Nice to meet you Liz."

"Likewise."

For the next few minutes they swayed silently to the music as the lead singer crooned.

It's you and me, and all other people

And don't know why, I can't keep my eyes off of you…

Liz felt delicious shivers running up and down her spine. They were caused by Max's hands on her waist. This was getting way to intense. Needing a distraction she asked, "So what are you doing here anyway? You don't go to this school."

"Oh that," Max murmured dazedly. He too had been caught up in the moment. "Um, one of my friends kinda likes a cheerleader that's goes here."

"Uh, huh," Liz said waiting for him to continue.

"So he kinda roped me into coming with him."

"You attend Riverdale right?"

"Actually UCLA."

Liz groaned.

"What's wrong," Max asked in puzzlement.

"I knew it."

"Knew what?"

"You're too old for me."

Max grinned. "What's a couple of years? My dad is like ten years older than my mom."

"When you put it that way…" Liz's eyes were alight with humor.

"Let's get out of here," Max said suddenly.

"And go where?" Liz asked becoming nervous. He was older, used to going where he wanted and doing what he wanted to do. She had curfews and rules to follow.

Noting the apprehension in her eyes, Max reigned himself in. He reminded himself that she was not like the girls he usually dated. Besides the whole age difference, she appeared…sweet. And innocent.

Staring into her eyes reassuringly, Max said "I just meant somewhere less noisy."

"Oh," Liz said feeling young and foolish. "I think the cafeteria is open. Will that do?"

"I guess it'll have too," Max smiled broadly, wondering what he was getting himself into.

-&-

"You're kinda trusting," Max observed. They sat perched on one of the lunch tables watching the rain come down outside.

"Yeah," Liz smiled contentedly.

"How do you know I didn't lure you here for nefarious reasons?" Max drawled.

"What makes you think it wasn't me he lured you?" Liz asked impishly.

Max laughed— deep and rich. It flowed over Liz like the most beautiful of melodies. She couldn't help but laugh too.

The moment passed, yet they couldn't take their eyes off of each other.

"God, I can't believe I'm at a high school dance, with a high school student," Max snorted breaking the tension.

"If it helps I'm a senior."

Max snorted again.

"Employed."

"Yeah? Where?" Max asked interestedly.

"Burger Barn." Liz solemnly mocked, and Max gave a whoop of laughter.

"Now I'm impressed," he said curving his arm around her.

"Do you have a girlfriend? Liz whispered into his shoulder. And just like that the sexual tension sprung forth again.

"No. You?"

"I'm not in to girls," Liz smiled.

Instead of smiling in return, Max tilled her chin up with his fingers. His eyes wore an unreadable expression. A second later he was kissing her. Liz was startled at first, but then returned his kiss eagerly. They kissed over and over again until they were half lying on the hardwood table.

Pushing her away reluctantly, Max said, "This really isn't a good idea. How old did you say you were?"

"Seventeen," Liz murmured reluctantly.

"I must be out of my mind," Max shook his head.

"Are you mad?" Liz asked timidly. Because she couldn't stand if he was. She loved him, she suddenly realized. Just like that. Love at first sight.

"No." Max smiled ruefully. "But I'd better get you back to your friends."

Silently, they made their way back towards the gym. Liz never took her eyes off Max. If he wasn't holding her hand she would have tripped over own feet, or walked into a door. Just outside the gym, Max paused.

"You're not coming in?" Liz asked anxiously, staring up at Max with big wounded eyes.

"I really shouldn't," Max stared back longingly. He was feeling decidedly off kilter, and he dared not put a name to it. No one falls in love at first sight. He silently chided himself. Then what the hell was this? Cause he'd never felt like this before in his entire life.

Letting instinct be his guide, Max lowered his head and graced Liz's lips with a hard kiss. They were so caught up in the moment, they didn't hear Maria and Michael come barrowing through the door.

"WHOA!" Maria exclaimed in shocked surprise.

Liz and Max quickly pulled apart, guilty expressions marring their faces.

"My God!" Maria exclaimed again staring at Max.

Before either could react, Max's friends came crashing through the doors lead by several cheerleaders. "We're out of here Evans," one of them shouted.

Liz went cold with shock. Evans.

"I'll call you," Max said to Liz as he went to follow his friends. "What's your last name?"

"Parker," Maria answered darkly for the silent Liz who had been struck dumb. "Liz Parker."

A/N: Let me know if you guys are reading this, because it's turning out to be quite a complicated storyline, and I'm feeling unsure about investing myself in it. It is extremely hard and time consuming writing a fic that jumps back and forth between past and present. I sincerely had no idea. So, if I'm writing just to be writing, this can be shelved until a later date. Btw, Venice is my own imaginary little town in California.