Thanks for the Memories

Part 1- Six days ago

Just outside Twin Falls the crisp midnight air is rich with moisture, the remaining puddles from the days showers are disrupted violently by the tires of a beat up VW van. The faded paint a sad reminder of the vibrant lime color it once was. The driver lowers the window, letting the fresh air in.

"I swear to God Kyle, you are banned from burritos." Isabel's eyes are watering. "It smells like something died. Twice."

Kyle laughs as he lowers his window. "I'm so sorry I swear. I'm not doing it on purpose." He grabs his stomach. "I think I might need Max to heal me if this keeps up."

"That is gross."

"Geez. Did you run over a skunk Iz?" Max sits forwards; he looks over to Kyle and shakes his head slightly. "We should stop at the next hotel. I think it's we could get two days out of this place."

Iz passes a grey sedan on the left. "How much money do we have left? I mean are we talking a Holiday Inn or a shady place where the sheets are cleaned-"

"Monthly." Kyle interjects and high fives Iz.

"And the bed may or may not-" Iz starts.

"Oh, they definitely do." Kyle comments.

"Have bed bugs and lice and whatever else—" Iz continues, exchanging a look of agreement with

Kyle.

"We can stay at a Holiday Inn." Max sits back with Liz.

Kyle and Isabel share a victory nod as Iz accelerates the old tired van.

Iz walks into the hotel room, flicking the lights on. "Oooh a tub!" She smiles in delight. "Oh! A coffee pot."

"We drink coffee all the time." Kyle drops their bags on the bed. "One bed again." He flops back on the bed and reaches for the phone.

"Call for more pillows." Isabel yells from the bathroom where she smells the complimentary soaps and shampoos.

"Yeah. Already on it." He dials "0". Isabel comes out of the bathroom and pulls her duffle bag onto the bed. "Hi yeah this is room 227 I need two more pillows and extra towels please." Kyle listens for a few seconds. "Okay thanks." He sits up. "They will be here in 10 minutes." He looks around.

"I am seriously dying for a bath." Iz pulls her beauty bag free; Kyle quickly pulls it from her hand.

"You promised Iz." He gives her a knowing look, she puts her hands on her hips.

"I never promised, I—" She reaches for her bag. "Fine but I'm going to take a bath while we do it."

Kyle grins and kicks off his shoes. "Awesome."

PART 2:

Agent Jacob Carter rides in the back of a large van he speaks quietly to on his headset. "This is a rare opportunity sir. We can end this all tonight." Carter listens nodding along with what the person is saying. "I will update you in a half hour sir."

He looks over to the group of men and women in tactical gear. "All right, the op has been given the go head." The group nods its understanding. "I'm sure you all are aware that we have been after the subjects for quite some time. It is imperative that we do not screw this up. We picked up their trail in Pocatello and have followed them to Twin Falls. I am going to say this one time so listen up. There is no kill order, you will stun and subdue the subjects, but be clear that we need them alive." He stares at them all making his point clear. "The location is public, we have already arranged to have the floors they are on, the one above it and below it will be cleared. Agent Gabby Bosco will head up this task force. Good luck." Agent Carter opens the back door as the van rolls to a stop in front of the Holiday Inn. He spots the faded VW van. He adjusts his tie and feels for his weapon in his holster and heads inside.

Part Three:

Rath watches Carter from his hotel room. "The suits tracked them too. Damn, it'd be nice to have Ava around right now. We're going to need a distraction to get to them without a big brouhaha."

"No way did I hear you just say 'brouhaha'? You really need to chill out Rath. The suits don't have a clue about what they are about to step into." Lonnie stands in front of a mirror comparing her reflection to a picture of Isabel.

"You know I'm the one having to stick my neck out tonight. Excuse me for being a little amped up. Are you sure your going to be able to get into their minds?"

"Yeah there's nothing to it." Lonnie changes her nails, lengthening them and removing the black nail polish.

"What's plan 'B'?" Rath crosses his arms watching her as the transformation really kicks off.

"Oh geez, calm down it's going to work okay?" Lonnie rolls her eyes. "I just need to be able to squash any doubt your Michael long enough for you to kill them both." She waves a hand over her short spiky hair colored with strands of purple and dark blue, as the hair lengthens, the colors fade as a vibrant golden hue takes over. "As for Ava, she wasn't always on our side. In fact seeing as how she was never really on our side, I think it's a safe bet that she would be helping Max and his little crew tonight." She changes her make-up to a much more natural tone. "For that last point I feel no guilt is saying this, I'm glad Nicholas killed that spineless bitch." She smiles and it's Isabel looking at Rath. "Your turn."

PART FOUR:

Inside the bathroom the mirrors are steamed white, the lights dim as Isabel waves her right hand. She takes in the peace of the moment. She closes her eyes and pulls the bubbles higher around her, inhaling the floral fragrance. She smiles in the peacefulness of it all.

"READY?" Kyle hollers from the bedroom. Isabel opens her eyes and a mixture of anger and annoyance flash across her face. "Hey Isabel are you ready?"

"YES! Yes, I'm ready. Geez." Isbael begins to concentrate.

In the bedroom, Kyle lounges on the bed, his hands behind his head. He begins to think of the park his dad used to take him too, he thinks of his dad and he begins to remember the last conversation they had. As he begins to hear his father's voice the scenery changes to the living room, Jim sitting across from him tears stinging his eyes.

It seems cruel that I would have to lose my son forever—

The scene turns black and Kyle finds himself in a room with glass walls. Stars shine brightly all around him. He hears a splash and turns to see Isabel still in her bath watching him.

"Kyle, you know we can't do that." There is no annoyance only compassion. "If we re-live the memories together we risk inadvertently communicating with him. It's too dangerous for that."

"It's his birthday. I can't really think of anything else right now Iz." Kyle shrugs and looks around. "What is this place?"

"I dunno. It just kinds of came to me." Iz sinks lower beneath the bubbles. "Come on, you don't have forever, the water's going to get cold soon."

Kyle stands in awe of the universe surrounding him. He tilts his head slightly as a thought forms. "Maybe this is a place from your memory. From Valandra's memory or something." There is a knocking sound. "Whoa, it's like God is knocking." Kyle feels long the clear walls. "We've managed to prove that there is a higher existence Izzie." Izzie rolls her eyes and breaks the link with Kyle.

Kyle yells through the door. "Don't worry about it. I'll get the door. You just relax, or whatever."

Kyle opens the door without checking the peephole. In front of him are 4 men in full riot gear with automatic weapons pointed at him. Behind the men Agent Bosco smiles asw he steps forward with Michael beside him and gun positioned below his ribcage, directed at his heart.

"Oh." Kyle nods.

Part Five:

Max lounges on the bed channel surfing. "Maybe we should skip dining out. Just order some room service."

Liz unpacks a duffle. "No Max. First off, I get to pretend for the next two days our lives are mostly normal. That means I get to not live out of a backpack, I get to eat food in a nice reasonably priced setting with other seemingly normal people. I get to lounge by a pool that does not have a questionable maintenance policy, and I get to sleep in a bed not a van. Second, it's already passed 9:30; they are only offering cold cut sandwiches and chips. I'm not on Jared's diet Max. So get dressed. We're going to Olive Garden." Liz walks up to him smiling. "It will be fine. It has been fine for the last three months, maybe it's time we just…I don't know…allow for the possibility that we may get to settle down sooner rather than later." She wraps her arms around Max's neck and pulls him down into soft kiss.

Maria opens the door betweens the rooms and bounces inside flopping down on the bed. "Michael went to go get Iz and Kyle. I am so famished; I could eat like three bowls of my mothers' wheat germ surprise." She makes a face. "No, never mind. I'm not that hungry."

Max looks out the window scanning the parking lot. He notices a white delivery truck parked in front of the hotel, he watches for a few seconds then turns to the others. "I think we might have a problem." Liz and Maria rush over to the window. "What hotel takes delivery's through the front lobby?"

Liz and Maria exchange a quick look. "Maybe, it's just someone lost and they ran in to get directions." Liz looks at Max.

"Yeah, exactly. I mean concierges have to know the local ins and out like the back of their hand." Maria moves away from the window. The three stand quietly, none wanting to be the first to say it.

"I'll get Michael. You pack as much as possible in one minute. We are out of here." Max strides to the door opening it slightly.

"No Max, wait. What if you are over reacting? I mean it is possible this is has nothing to due with us." She looks over to the empty spot where Maria was standing. Maria comes out of her room holding a back pack and shoving a shirt and a sweater into it.

"Liz it is always about us. Always." She goes back into her room to finish packing.

Max shares a mournful look with Liz as he opens the door to the hallway.

"Wow new power Max?" Michael snarks as he walks past Michael into the room. "Seeing the future is going to make our life a lot easier." He smirks and turns back to Max.

"You are really not as funny as you think you are Michael." Isabel walks into the room.

"Where's Kyle?" Liz looks past them.

"Taking a shower." Michael answers quickly, but not before Isabel can open her mouth.

"Asleep." Iz looks over to Michael. "He was going to shower then sleep." She smiles and turns back to Liz. "I really need to talk to you. Do you have a minute?"

"No. We have to leave." Max sticks his head out the door and scans the hallway. "There is suspicious activity outside. It's not safe." He looks at Michael. "Maria is already packing."

"FBI? Council?" Isabel asks.

"He doesn't know. He looked outside and he saw a white truck in front of the hotel. This is odd so it's also a conspiracy and now we have to go." Liz crosses her arms.

"No I saw them too. A guy in a suit hopped out the back a few minutes ago." Michael shrugs.

"What? Why didn't get tell us?" Max's anger flares.

"Because we can take them, just chill." Isabel sits next to Michael.

"What?!" Max and Liz shout.

"Look Bro, me and Mikey have been talking and we think it is time we all just stop running. It's so weak. I mean it's just the council right?"She shrugs. "Humans." She sneers and give Liz a less than pleasant once over. Liz takes a step toward Max and Michael jumps up stopping her.

"Just hear us out." He pushes her to sit down on the bed.

"Michael!" Max fumes and moves toward Liz. Isabel puts up a shield. "Okay stop. Let's not lose our heads. Everyone just chill, we don't have time for this."

Michael puts his hands up surrendering. "You are right." He looks to Liz. "I'm sorry." He offers her his hand to help her up. "All the running is wearing on me-us all really." Isabel drops the shield.

"Max, they are right. We don't have to kill them but we can make it very hard for them to follow us." Liz looks at Max.

"Exactly!" Isabel smiles. "That is was we are talking about."

Max stares at Liz, quietly reading her face. He nods is consent. "Do we have a plan?" He looks at Michael, "Or are we flying by the seat of our pants hoping we can just heal the casualties?"

Michael rolls his eyes. "Yeah yeah. Come with me, we'll go get Kyle. Isabel can get the ladies to safety."

"No, I want to help." Liz steps forward to Max.

"That's great really, but the less of us in the cross hairs with the big baddies the better off we will be. Mmmkay? Awesome." Isabel pulls Liz with her into Maria's room.

Michael opens the door and looks at Max. "Well?"

Part Seven:

Michael, Isabel, and Kyle sit on the bed their hands bound by plastic ties. "What do we do? What do we do?" She whispers urgently to Michael.

"Nothing, not until we know that Max and the others got away."

"And if they didn't?" Isabel looks around at the men with guns. Agent Carter walks over to the group, he talks to Isabel. Michael and Kyle glare at him, but Isabel refuses to look at the man.

"I want to make sure no one gets hurt here tonight." He kneels in front of her. "I know you are scared. I understand that you do not trust us, but I am offering you a chance to help us end all this in the most peaceful way possible. If we go in there and Max, Liz and Maria resist someone can get hurt. Isabel, I've read your file. I know you are practical and see what the right thing to do is."

He touches her bound hands. Isabel takes advantage of the misstep and enters his mind. Agent Carter tries to break contact, but her power is too strong.

Carter opens his eyes and looks around the empty room. "What did you do to me?"

Isabel stands beside the bed her arms crossed. "Now you seem to know a lot about us." She squints her eyes and tilts her head studying him for a second. "I mean," she smiles, "You have access to our files at least. So I'm thinking, either you are stupid and will have hell to pay with you superior at the C8 for the rookie mistake, or you did that on purpose which means you actually have something to say to me that you didn't want anyone to hear." Agent Carter smirks impressed she caught on so fast.

"I guess you would have to be quick, constantly on your toes, on the run and all that. I don't have a message for you. I have a proposal. If you help me get Max. I will let Maria, Liz, and Kyle go. They don't have your powers, they are of little consequence to us."

"Do you think I'm going to fall for that?" Iz rolls her eyes. "God, can't you just…I don't know, take me to your leader?"

"Cute. Understand your situation here Ms. Evans. You have been caught. I know you are feeling angry and trapped, but your panic is not letting you see the bigger picture." Carter takes a step closer to her. Isabel jumps back.

"You want to experiment on us. You want to cut us open and see what we are made of. The bigger picture? Are you kidding me? You want my life to be a white room where you drug me, and bring various types of pain upon me. You want to control my every move like a lab rat. And when you run out of questions about me, you will murder me. I don't need to read your file to know what the C8, what a man like yourself Agent Carter, is all about." She walks up to him. "So understand this, I will fight to the death before I let you lock me away in that life." She finishes, a fiery anger present in her eyes. Agent Carter stares a moment before breaking eye contact.

"Isabel." When he looks up she is pulled back by an invisible force. "What happened?" Isabel grabs her shoulder , as a red hand print appears on her neck. "How is this happening? My agents are trying to break the link?" Tear well up in her eyes, she is struggling to breathe. "Listen to me okay? Isabel look at me, I can't promise you that you or Max, and Michael will ever be free again. What I am offering you is a life, a home, limited access to your family, and a job with the council. Break the li-"

Carter opens his eyes and finds himself on the floor, chaos is erupting in the room. "Wait!" he tries to sit up but his head is pounding, instead he turns to his side. Kyle, glares at him a large red welt over his eye and blood streaming down his nose. Michael is worse off and unconscious. Carter struggles to his feet. Agent Bosco helps him.

"Jake are you okay?" Carter nods and moves past Bosco. A large man has Isabel pinned to the floor his knee wedged on her neck as he binds her hands behind her back.

"Let her go." Agent Carter tells the agent. "Get the hell off her, Relis!" The agent looks over from Carter to Bosco.

"Did she get in your head?" Bosco looks at Isabel. "Restrain her, just ease up on the force Relis."

"No, we just reached an agreement." Carter pushes Relis away from Isabel and sits her upright. "Is that not correct Isabel?" Carter pushes a strand of her hair off her face. Isabel watches him for a second and then nods.

"Yes. I'll help you." She looks over to Kyle and Michael. "I'll help you."

________________________________________________

"You should have let me heal them." Isabel and Carter walk down the hall toward Max's room.

"That wouldn't be very wise on my part. Kyle could be reasoned with, he had a decent upbringing in a single parent home. The needle in his moral compass isn't bent like Michaels."Carter looks over to Isabel. "Michael would try to escape and in his escape either he would kill one of my agents or he would be killed by one of them. I'm not wild about either of those scenarios." Isabel seems reluctant to concede the point, she is about to argue with him when she notices Max coming out of his room. Her breath catches when she sees Michael come out of the room after him.

"Oh God." She raises the hand and sends a orb of energy at Michael. "Max!" Michael slams into the door to room 226, stunned slightly. It takes a moment for Carter to realize what is going on, but his gun is already out and trained on Michael. "Max, the dupes are here! Run!" Isabel walks as Michael sends a beam of white light at her. His aim is off and she easily ducks the attack.

Max turns as the door to room 226 opens and Isabel smiles wickedly at him, a white glow in her left hand. She raises her hand and releases the white hot energy. Max gasps in pain as it feels like every nerve is his shoulder has been set on fire. In shock he watches as Isabel's features fade Lonnie's true image emerges. "This was way easier than I thought it was going to be." Max looks past Lonnie and sees Maria and Liz's bodies unmoving on the ground. Carter looks between Lonnie and Isabel confused. He points the gun at Lonnie, but she is faster than him.

"NO!" Isabel manages to put up a thin shield between Carter and Lonnie's attack. Carter falls to his knees, his face contorted in shock and excruciating pain. He struggles to raise the gun again and pulls the trigger. The sound of shot echoes up and down the hall but misses his target. Suddenly footsteps can be heard racing toward the chaos, shouts requesting back up precede the calvary.

Annoyed by the new arrivals Lonnie bends down and touches Max's chest just over her heart with her left hand. With her right hand she blasts the agents as they come around the corner. "I would love to take my time with this Max, but obviously the situation calls for a faster resolution." Rath jumps up sending attack after attack at the men.

Isabel kneels next to Agent Carter as she strengthens her shield, protecting herself and the agents from the attacks. The agents hesitate a brief second before turning their weapons away from her and back to Rath and Lonnie. Agent Bosco crouches beside her. "What the hell is going on Evans?" She fires a shot at Rath, it grazes his arm. The attacks stop briefly as Rath recovers. Isabel bends and concentrates on healing Carter. "I'm trying to save your guy." She grits her teeth.

She can feel the weakened heart slowing, her mind flashes on moments in Carters life, the speech he gave as valedictorian, a keg party in college, when he was six and stole a kiss from his neighbor, the feeling of going down that first fall of a roller coaster, the say he graduated from the academy, his son dying and his wife leaving him, of the moment he met Isabel Evans in person. A sharp stinging sensation sprays across her face and chest. Her eyes opens and she notices the bodies to three agents collapsed, blood on the walls and soaking into the carpet. Agent Bosco leans on against a wall, having retreated around the corner, she cradles her bloodied arm. There is a large gash on her upper arm as if a small explosion had occurred on the inside of her arm. Isabel reluctantly removes her hands from Agent Carter, she makes to move over to Agent Bosco.

"No, I'm fine. Just stop that guy." Bosco manages before Isabel is hit dead on with a blast from Michael. She falls back wailing as the pain courses through her body. She arches her back off the ground as her nerves endings are set ablaze. Rath walks over, a smirk playing on his lips. "This has just got to suck for you Evans." His shoulder shakes as laughter erupts from him. His eyes are full of rage, hate, and arrogance.

Lonnie smiles and turns to Max, who is fading in and out of consciousness. "Poor Max couldn't save anyone he cares about today." She smiles and prepares for the death strike. "Well at least you won't have to live with that." A green shot of electricity hits Lonnie square in the back, it's not enough to harm her but she is stunned. She turned to see Liz, bloodied and fierce.

"That is not possible." Lonnie stands, she flicks her hand to send an orb at Liz but the effect is weak and barely knocks Liz off balance. Rath watches the exchange confused.

"Stop toying we her Lonnie! We don't have time for that." Rath shouts at her.

The shock on Lonnie's face as the anger mixes with the rising panic. "She did something to me! My powers…what did you do to me?" Liz raises her hand again, Rath blast the door frame sending splinters of wood every where. Liz stands unharmed the shield close around her form. Lonnie returns to Max and tries to finish the job. She is unable to release the amount of energy she needs and slams his head against the wall in frustration. Liz sends another blast of energy at Lonnie but Rath, counters quickly. Rath steps infront of Liz as he moves to help Lonnie up. Liz tries to shock him, but she's already weak from Lonnie's attack and can't hold the energy flow. She jumps from her spot in the door way and punches Rath in the nose, a small spark of her powers adds an additional sting. She kicks his knee in and as he falls on his knees in front of her she grabs his throat. Isabel slowly moves beside Liz.

"Take my energy Liz." Isabel places her hand on Liz's shoulder. Max watches in horror.

"No, stop it." He pushes himself up. "Liz!" He shouts but her rage is roaring through her body. Max steps between Liz and Isabel breaking the link between them. "LIZ! He touches her shoulder.

"I'm doing this Max. You can't tell me they don't deserve this." Rath gasp's as she begins to flood him with energy, the hallway is suddenly filled with Rath's screams.

Max grasps Lizs shoulder and Rath's and pulls energy from both, as his energy is restored the wounds on his head and body heal. "Let go Liz."

The energy drains from her but she refuses to given in, she glares angrily at Max. Suddenly from the room behind them Maria cries out in pain as she comes to, her arm at an unnatural angel. The sound of her friend in pain distracts her long enough for Lonnie to pull the fire alarm, Lonnie's grabs Rath free and runs toward the emergency exit. Liz makes to follow them, but Max holds her back. "Let me go Max!" She punches him in the arm, but he holds tight.

"Liz we need to find Michael and Kyle and get out of here! We have to heal who we can before we leave. Focus on what needs to be done." He points to room 226.

Isabel returns to Agent Bosco, she is pale from the blood loss. "Where are Kyle and Michael?" Bosco looks up at Isabel and swallows.

"They were moved after you left. We have a truck outside." Agent Bosco reaches for her radio Isabel stops her.

"Wait." Isabel kneels next to her and places her hands on the wound. She uses the last of her energy to heal Bosco. She looks over to Carter. "He should make it, I would do more but…" she trails off. "Agent Bosco, I need you to free Michael and Kyle. We don't have the energy to heal our friend. Please help us." Bosco looks over to Carter and then back to Isabel and nods.

_____________________________________________

Outside the others watch as Gabby barks orders at the remaining agents, the agents scatter quickly to follow her orders. Bosco opens the truck doors and motions for Kyle and Michael. "Quickly." Max carries Maria toward the van. Isabel and Liz follow alert for any surprise attacks.

"I don't understand." Kyle says as he helps Michael off the back of the truck. The bleeding from the gash on Michaels head has stopped, but the bump has doubled in size. Isabel runs over to them.

"Let's go." She pushes Michael and Kyle toward the VW van. Before following she turns and gives Bosco a piece of paper. "When Carter wakes up give this to him. It should help him find us." Bosco takes the piece of paper.

"You trust me enough for this?" she puts the paper in her pocket without looking at it.

"I trust him." Isabel says remembering the flashes she saw while healing him, without another word she runs over to the van and jumps in the back slamming the door shut. Max pulls out of the lot and speeds away into the night. Bosco watches until the tail lights fade. She pulls out her cell phone and dials, "I need to speak to Agent Charles Brenton." She turns toward the hotel and comes face to face with Rath, murder in his eyes. A bright light surges across the parking lot as the ambulance sirens scream louder as they near the hotel.