MAX: Uh, Miss.

LIZ: Uh, yes, sir?

MAX: Refill, please.

LIZ: It would be my pleasure.

ISABEL: God, do you have to do that?

MAX: What?

ISABEL: Be so public. I mean, it's kind of creepy.

(Sheriff Valenti walks in.)

LIZ: Oh, um, hi. Can I help you, Sheriff?

SHERIFF: Just the usual, Miss Parker.

LIZ: All righty, here you go, Sheriff.

SHERIFF: Thank you. Folks have a nice night.

(Michael walks up from the kitchen.)

MICHAEL: He knows.

MAX: What does he know?

MICHAEL: He's got the orb.

MAX: Which proves nothing. And if you hadn't taken it out of the apartment in the first place...

MICHAEL: Oh, yeah, it's always my fault.

ISABEL: Blaming each other is not going to change anything. So Valenti now has something from our planet in his possession.

LIZ: Even though he has it, he doesn't know what it is, right?

MAX: We don't even know what it is.

(Tess suddenly appears at Liz's elbow.)

TESS: What what is? Oh, sorry, I didn't mean to interrupt anything.

ISABEL: No, no. Hey we were just... um... Why don't you join us? Have a seat.

TESS: Thanks.

ISABEL: Sure.

TESS: So, what were you guys talking about?

LIZ: Can I get you something to drink, Tess?

TESS: Oh, thanks. Uh, Cherry coke with lime.

(Max is staring at Tess, and he gets a flash of them standing hand in hand in the desert.)

TESS: What's the matter? Do I have something in my teeth?

MAX: What? No. Let me help you with that.

(Max and Liz go into the kitchen.)

LIZ: Max, look, I have to get back to work.

MAX: Shh, Liz, just...

(They kiss.)

MAX: I just really needed to do that.

LIZ: `K.

(They kiss again, but Max has a flash/dream that he's kissing Tess.)

LIZ: Max. Max. Max. Where'd you go? Did you have another flash?

MAX: Yeah. No. No, I'm fine. I'm just tired, I guess. I'm sorry.

LIZ: That's ok. Look, I gotta get back to work. I'll see you later.

(Opening Credits)

(Sheriff Valenti is on the phone in his office. He's holding the orb)

SHERIFF: Topolsky. T-O-P-O-L-S-K-Y. Yeah, I know. She's a patient there. Well then, get permission. Put Dr. Margolin on the phone. This is important. He'll know what it's about. Alright, fine. I'll leave a message. Sheriff James Valenti...Roswell, New Mexico. I have to talk to her.

(In a hallway at school)

ALEX: Tess. Hey, Isabel.

ISABEL: Hi, Alex.

TESS: He's got it so bad for you.

ISABEL: He's sweet.

TESS: Sweet as in nice guy, or sweet as in potential love connection?

ISABEL: Sweet as in I don't know. What about you? You've been here a couple of weeks. You must have somebody in your radar.

TESS: Still soaking it all in. Although I have to admit, I'm a little bummed your brother is unavailable. I'm sort of into those serious mooded guys.

ISABEL: Yeah, well, you can forget it. He's a total goner. You should hear him talk about her. "Oh Liz is my soul mate. I never felt like this before." It's enough to make you want to gag.

TESS: That's weird. I thought I felt him...

ISABEL: What?

TESS: Nothing. I'm sure it was nothing.

(In BioLab.)

TEACHER: Combustibility. When two or more chemical elements become easily aroused culminating in oxidation and eventually burning. Since you're obviously so eager, Mr. Evans, I'd like you to come up and be Miss Harding's lab partner. I'm sure with your help, she'll be caught up in no time.

(Max goes to the front of the room, and grabs Tess off her stool, kisses her wildly as he lays her down on the teachers desk.)

TESS: Max, you're on fire. Oh, Max. You're on fire.

(He snaps out of his dream.)

TESS: Max. You're on fire.

(In the girls' bathroom.)

MARIA: Liz, Max was on fire.

LIZ: No, Maria, it was an accident.

MARIA: No, really, I did not like the way she was looking at him.

LIZ: Maria, Max and I are together now, and I don't have anything to worry about.

(In the boys' bathroom.)

MAX: Michael, I'm worried.

MICHAEL: You should be.

MAX: It's not about Valenti. It's about Tess, Isabel's friend. I'm having these daydreams about her.

MICHAEL: Daydreams?

MAX: Yeah, where we're together...you know, together.

MICHAEL: I guess you're only human after all, huh?

(In the girls' bathroom.)

MARIA: Max isn't human. What if Czechoslovakians can't resist temptation?

LIZ: Ok, so what you're saying is that this not only a romantic problem now, it's, you know, intergalactic. Come on, Maria. Don't you get it? You know, Max and I... we're really... we're really happy together, and...

(In the boys' bathroom.)

MAX: It's me. I'm the problem. Something's happening to me.

MICHAEL: Haven't you ever had a fantasy before?

MAX: This is different. It's out of my control. I can't stop it.

MICHAEL: We'll work it out.

MAX: Thanks for the compassion.

MICHAEL: Valenti has the communicator, and we need to do something about it. This isn't the time for your sex fantasies.

MAX: Michael, I'm telling you, there's something weird about this. It's like she knows something about me that she shouldn't know. I mean, who is she?

MICHAEL: Can you focus? I mean, focus on what's important here, Maxwell.

MAX: Forget about it? Why did I think you'd be any help?

(At the Valenti residence.)

KYLE: Pass the ball. Pass it. Come on, man!

(The phone rings)

SHERIFF: Yeah? Bethesda, Maryland? Yeah, thank you.

KYLE: Hello. I was watching that.

NEWSCASTER: Unfortunately the news tonight out of Bethesda, Maryland is not good.

SHERIFF: I'm sorry. This is important.

NEWSCASTER: We're still here on the scene of this tragic fire at the Bethesda Psychiatric Institute where six patients are now confirmed dead. Officials are still investigating the cause of the blaze, and arson has not yet been ruled out. We'll be keeping you updated throughout the night with more information from the local police and fire department as it comes. This is Thania St. John reporting live.

SHERIFF: Dr. Margolin, please. Yeah, I know about the fire. This is an emergency.

MARGOLIN: This is Dr. Margolin.

SHERIFF: Doctor, this is Sheriff Valenti.

MARGOLIN: Who?

SHERIFF: Jim Valenti...Roswell New Mexico.

MARGOLIN: Oh, yeah, you called before. What do you want?

SHERIFF: Yeah, I'm trying to get in touch with Kathleen Topolsky.

MARGOLIN: I'm sorry, Sheriff, but I'm afraid Kathleen Topolsky was one of the victims of the fire.

SHERIFF: Doctor, has anything happened since our meeting last week that makes you think this fire might have been set to do her harm?

MARGOLIN: Our meeting?

SHERIFF: Here in Roswell. You came looking for Ms. Topolsky.

MARGOLIN: Listen, Sheriff, I don't know who you are, and I've never been to Roswell, New Mexico in my life.

(At the UFO Museum.)

MAX: We're not open yet, Sheriff.

SHERIFF: I think I know how you feel now.

MAX: What do you mean?

SHERIFF: Not having anyone to talk to. Something tearing you up inside. Not being able to get it off your chest.

MAX: Is that what you need to do, Sheriff?

SHERIFF: Last night there was a fire in the psychiatric hospital in Bethesda, Maryland where Kathleen Topolsky was being treated, and she was killed. They say it was accidental.

MAX: But you don't believe that.

SHERIFF: Do you? Do you remember Dr. Margolin, psychiatrist who came out to get her that night? I talked to him last night. He didn't have the foggiest idea who I was. Never been to Roswell in his life. So who was he, Max? I mean the guy that was standing right there... right there in front of us? Who was he? And how the hell did he look like a doctor who was three thousand miles away? There was a crazy thing my father used to talk about... something called a shape-shifter... someone who could take on the form of another person.

MAX: There's no such thing as a shape-shifter.

SHERIFF: What if there is, Max? What is everything Topolsky told us was true? I mean, the Special Unit of the FBI... Pierce, the alien hunter...What if he just killed Topolsky and six completely innocent people. This is serious Max. People are dying. That list Topolsky talked about...Liz Parker's on that list. Your sister, Isabel's on the list... Michael, Maria, Alex... I'm on the list. You're not the only one in danger here...we all are. We need to help each other now. And you need to trust me, `cause somebody's out there right now. And anywhere you turn, he could be watching you.

(Michael's apartment. There's a hidden camera recording him.)

(At the school. Michael is sneaking into the Administrative Records room.)

MICHAEL: What the hell are you doing here?

MARIA: I saw you sneaking in. What are you doing here?

MICHAEL: Nothing.

MARIA: Michael, if you want to be a couple, you've got to learn how to trust me. `K, that's how a relationship works. No secrets. So either give it to me straight, or you're not going to be giving it to me at all.

MICHAEL: Fine, I'm checking out the new girl.

MARIA: Tess? Why?

MICHAEL: That's classified.

MARIA: Does this have anything to do with Max? I knew it.

MICHAEL: I'm just helping Max out, ok? It's not a big deal.

MARIA: I thought we were a team.

MICHAEL: What do you mean?

MARIA: We've always investigated as a team.

MICHAEL: Well, take it easy, Sherlock. When I find something, I'll let you know. Shhh.

MARIA: Shhh.

(Michael is walking down a residential street. He goes up to one of the houses, and looks in the window. It's empty. A military vehicle pulls up and three guys get out and go into the house.)

(At the Crashdown.)

LIZ: So listen, you know that assignment we have for BioLab?

MAX: Yeah?

LIZ: It was kinda left a little unclear whether Mr. Steigman wanted you to be Tess' lab partner for the day or from now on.

MAX: I'm sure he didn't mean it.

LIZ: Because, if you're going to be her lab partner, I'm kinda stuck without a partner so, I need to know.

MAX: Well, I guess we'll just have to ask Mr. Steigman.

LIZ: Right. It's just that we used to have an even number of students, and now that Tess is here, it's odd... it's an odd number. So, someone is going to be stuck without a partner, you know, mathematically.

MAX: Could we just stop talking about Tess?

MICHAEL: Yeah, that's probably a good idea. Can we talk?

MAX: I'll be right back.

LIZ: Ok.

MICHAEL: She's a liar.

MAX: Who?

MICHAEL: Tess. I went to her house.

ISABEL: You went to her house? Why?

MICHAEL: I was passing by. The point is: it was empty. Not a single box. They don't live there. It's a cover.

ISABEL: She did just move in, Michael. I can't believe I finally find a friend, and you just assume she's out to get us.

MICHAEL: There were military people there, Isabel.

ISABEL: Military people? Come on, Michael.

MICHAEL: Two men with briefcases and suits, and one with an M-16. They don't work at the cheese factory.

ISABEL: I'm sure there's a perfectly reasonable explanation.

MICHAEL: What?

MAX: Nothing.

MICHAEL: Maxwell.

MAX: Valenti came to me this morning. Topolsky was killed in a fire. He thinks everything Topolsky told us could be true, the alien hunter...everything.

MICHAEL: Why the hell didn't you tell us?

MAX: I didn't know if it was true. I didn't want anyone to panic and do something stupid.

MICHAEL: Hey, I'm trying to figure out which problem to panic over: you having secret meetings with Valenti or your new girlfriend Tess bringing the Army to town. You asked for my help.

MAX: Not exactly the kind of help I was looking for.

(Valenti walks in. He returns the orb.)

SHERIFF: Before you can expect somebody to trust you, you've got to trust them first. Whenever you're ready, Max.

(He leaves.)

MICHAEL: You're just making new friends all over the place, aren't you, Max? We need to do something about Tess.

ISABEL: I'll check it out.

(At the Harding residence.)

TESS: Hi, come on in.

ISABEL: How are you?

TESS: Doing good. I'm sorry about all the mess. The movers finally got here. We've been waiting for a week. I'm so glad to get out of the Tumbleweed Inn.

ISABEL: This is incredible.

TESS: That's a landed Buddha from the Republic of Mirama. It's really old.

MR. HARDING: Over three hundred years. I thought I'd help you out, honey.

TESS: Thanks, daddy. He loves collecting all this junk from all over the world.

MR. HARDING: It isn't junk, Sweetie. So this must be the Isabel my Tessie's been raving about, huh?

ISABEL: It's nice to meet you, Mr. Harding.

MR. HARDING: Oh, please..."Mr. Harding"...it makes me sound like my father. It's the 21st century after all, call me Ed.

ISABEL: Ok, Ed. So, what is it that you do that takes you to all these places?

MR. HARDING: Well, if I tell you, I'd have to kill you.

TESS: He always says that. He thinks he's so funny.

MR. HARDING: I'm sorry, Isabel. Every once in awhile, I like to think of my job as glamorous.

TESS: Daddy works with the Army...tells them how to run things. That's why we're here in Roswell.

MR. HARDING: I'm helping them convert their abandoned base facilities into storage units. Glamorous it ain't. Be careful with that. That's an antique. Excuse me girls.

TESS: Oh, let me show you where that goes.

ISABEL: Here, I'll get this one.

TESS: Put that down. I mean, you're my guest. You certainly shouldn't be doing any heavy lifting. Um, why don't I go get us a soda?

ISABEL: Ok.

MR. HARDING: What is she doing here?

TESS: She's my friend. She showed up.

(Nighttime. It's raining and Max is standing outside the Crashdown where Liz is closing up.)

LIZ: What's going on, Max?

MAX: I wanna talk.

LIZ: About what?

MAX: Liz, about what Michael said before, about Tess, I just...I want you to know that I don't feel anything for her. I look at you, and I know you're the person I'm supposed to be with. I've always known it. What happened here that day, when you got shot, and how that brought us together...it's fate. Look at me. You're the one, Liz...the only one. I could never be with anyone else.

(He leaves.)

(Outside the Crashdown, Tess is waiting for Max.)

TESS: Max! My car broke down. Can you believe it?

MAX: No.

TESS: No?

MAX: No, I don't believe it.

TESS: What are you talking about?

MAX: You planned this.

TESS: I planned what?

MAX: To be out here.

TESS: Max, you sound a little crazy.

MAX: You're doing something to me.

TESS: Max, my car broke down. I'm waiting for somebody to help me. I didn't plan anything.

MAX: I'm with Liz.

TESS: I know you are.

MAX: We belong together.

TESS: I'm sure that's true.

MAX: I don't want anyone but her.

TESS: I'm sure you don't.

(They kiss. Max has another flash of him and Tess in the desert holding hands. Liz sees them through the door of the restaurant.)

MAX: Who are you?

(At Michael's apartment.)

MICHAEL: What are you doing here?

MAX: I'm in trouble, Michael. I don't know what's happening to me.

MICHAEL: I'm not in the mood right now, Maxwell.

MAX: I kissed Tess.

MICHAEL: You what?

MAX: It was like... it was like something was controlling me.

MICHAEL: What's wrong with you?

MAX: I'm telling you that it isn't me.

MICHAEL: First you talk to Valenti behind my back, and now you're kissing Tess behind Liz's.

MAX: Michael, you've got to listen to me, please. You're the only one I can talk to about this. I'm telling you, there's something else going on!

MICHAEL: Why come to me? Why not go talk to your new buddy Valenti about it, alright?

MAX: Would you leave it alone, already? He gave us back the orb. Maybe he isn't just out to get us.

MICHAEL: Yeah, right. Sure. He's on our side. Why don't we just tell him everything?

MAX: I didn't tell him anything. Can't you understand that?

MICHAEL: No, the thing I can't understand right now is that I used to admire you. You were solid, someone I could trust. Even more that I could trust myself. And Liz trusted you. I don't know who you are anymore, Maxwell. So, why don't you get the hell out of my house, alright?

MAX: No Michael, listen to me.

MICHAEL: Take your hands off of me.

MAX: Listen to me! Listen to me! Michael.

(The find a small camera Velcro-ed to the top of Michael's fridge.)

MICHAEL: What the hell is that?

(At the Crashdown.)

MAX: It's definitely a camera.

ISABEL: Someone's been watching us?

MICHAEL: Valenti.

MAX: It's not Valenti, Michael.

MICHAEL: He's sucking you in Max. You don't even know it. He's watching us...always has been. Now he's just using toys.

MAX: Expensive toys. This would wipe out the budget for the Roswell PD for the entire year.

MICHAEL: Maybe it's Tess and her father. If they're FBI, they'd have access. We should check the out some more.

ISABEL: I already have. Her house was empty because they were waiting for the movers. They were staying at a hotel. Their stuff hadn't come yet. I saw the moving van. I saw the boxes. And her dad was normal...totally normal...a little dorky, but normal.

MICHAEL: What about the Army van outside her house? And those guys in the suits.

ISABEL: He's a consultant for the military. That's his job.

MICHAEL: Yeah, "consultant" is just another fancy word for "spy".

MAX: So there's absolutely nothing suspicious?

ISABEL: No. Well there was this one thing. I picked up this box of photos to try and help out. She grabbed it from me. She got really weird.

(Liz walks in and walks right past Max.)

MAX: Liz?

ISABEL: What was that about?

MICHAEL: That guy's got bigger problems than Valenti and the FBI put together.

(At the lockers in the back of the restaurant.)

MAX: Liz.

LIZ: I saw you, Max.

MAX: Liz, it's not what you think.

LIZ: How could you kiss her?

MAX: I don't know. I don't know what's happening.

LIZ: You know all those thing you said to me, Max? Were any of them true?

MAX: Liz... Liz, you've got to believe me. It wasn't me. She was there. She was waiting for me.

LIZ: Oh, so it's her fault.

MAX: Liz, something is going on with her. I'm telling you, something is not right about her.

LIZ: Not right about her, Max! What are you talking about?

MAX: The way I'm drawn to her, it's not just attraction. It's something else. Please, Liz, you have to have faith in me. In us.

LIZ: To have faith?

MAX: Yes. Until I figure out what's going on. I'm telling you, when I kissed her, I saw things. I had a flash.

LIZ: You had a flash when you kissed her, Max? Like when you kissed me? I guess I'm not so special after all, huh?

(Outside Liz's bedroom. Liz is crying.)

MARIA: Liz, are you ok?

LIZ: No, no. Not really.

MARIA: Michael told me you wanted to talk to somebody. That you needed a friend.

LIZ: Max kissed Tess.

MARIA: You're kidding! You're not kidding. No way, I cannot believe that. What a jerk. Liz, I'm sorry.

LIZ: That's not even like him.

MARIA: I just knew something was up with that chick. No, but you're right. That is so not like Max

LIZ: I'm so confused, Maria.

MARIA: What are you going to do?

LIZ: I don't know.

MARIA: You know that what ever you do, you know I've got your back, right.

LIZ: Yeah, it's like everything I see with my eyes tells me that he's cheating on me. But everything I felt with my heart tells me that he's not.

MARIA: I don't know if Max is lying or what, Liz, I just... I know that you usually go with your heart, so...

LIZ: I've got to find out what going on.

(In the kitchen at the Crashdown.)

ALEX: All right, come check this out.

MICHAEL: Cool how'd you make that work?

ALEX: It's a wireless system. It's an integrated camera with an microwave transmitter.

MICHAEL: How'd you know about all this stuff?

ALEX: Oh, I love this stuff. Are you kidding? Oh and listen, Michael, I mean... I don't mean to get all warm and fuzzy, but I'm really glad to be able to use what I know to help out... you know with... you know what we're doing.

MICHAEL: Whatever.

ALEX: Right. Anyway. It has a polarized high grain antenna with an automatic iris, and a built-in wide-angle lens.

MICHAEL: That explains why my nose looks so big.

MARIA: Hey, guys. What's up?

ALEX: Hey.

MICHAEL: Nothing.

MARIA: What is that, like porn, or something? Ooo, I'm not as flat as I thought I was!

MICHAEL: It's a wide-angle lens, so...

MARIA: Oh. So, you guys need that for... for what?

MICHAEL: We're using it to spy on Tess, alright?

MARIA: Don't you think that's a little drastic? I'm mean we already know they kissed.

MICHAEL: No, we think it's much more than that. We think they're FBI.

MARIA: What? What happened to partners? What happened to an even exchange of information, Michael?

MICHAEL: I lied.

MARIA: Well, you can't just break into someone's house and plant some camera.

ALEX: I've already staked out a position in this abandoned warehouse that's in range.

MARIA: No matter who you think these people are, you can't just break into their house. You've got to be smarter than that.

MICHAEL: Well, if you're so smart, why don't you think of something?

(At the Harding residence.)

TESS: Liz!

LIZ: Hi, can I come in?

TESS: Sure.

LIZ: Thanks. Um, we kinda just need to talk.

TESS: About what?

LIZ: About... you know...about Max. Actually, um, have you ever been in love, Tess?

TESS: I've gone out with a lot of guys, but we move around too much for me to get serious with just one.

LIZ: I'm in love with Max.

TESS: I'm sorry. I don't know what that has to do with me.

LIZ: I saw him kissing you.

TESS: I wish you hadn't. Honestly, I don't know where it came from. It surprised me as much as it did you.

LIZ: Ok, look. The reason I came over here, Tess, is that I just the two of us should just, you know, talk about it and get it out in the open. `Cause I know that you're friends with Isabel, and that we would be seeing each other.

TESS: Liz, you're right. I've just started to make friends here. And I like Isabel, but I like you. And the last thing I want to do is wreck that.

LIZ: You see, it's just, like, he's never done anything like this before.

TESS: It won't happen again, Liz.

LIZ: I wish I could believe that.

TESS: Can I get you anything? A water? A soda?

LIZ: A cup of tea would be great.

TESS: Sure.

(She hides the camera under the Buddha statue.)

LIZ: Ok the box is here. I'm going to go check it out.

(Mr. Harding walks in.)

MR. HARDING: What are you doing?

LIZ: Oh, um, Mr. Harding!

(She knocks over the statue in which she'd hidden the camera.)

(At the warehouse.)

MICHAEL: What happened?

ALEX: The camera's dead.

MARIA: Oh my God!

(At the Harding residence.)

LIZ: I'm sorry, Mr. Harding. Um, you know...I was just admiring it. I didn't mean to...

MR. HARDING: Accidents happen.

TESS: What was that? Oh my God, Dad.

LIZ: Please let me just help you clean this up.

MR. HARDING: We'll get it later.

LIZ: No, really, I insist.

MR. HARDING: We'll get it later! We were getting ready to have dinner. Why don't you join us?

LIZ: Um.

MR. HARDING: Please. I insist.

LIZ: Yeah, dinner would be great. Let me just call my mom.

(At the warehouse.)

MICHAEL: We've got to get over there.

ALEX: And do what?

MICHAEL: Get her out!

ISABEL: You're the one who keeps telling us how dangerous these people are.

MICHAEL: You just want to leave her there?

MARIA: No he's right. We've got to do something. We sent her in. We're responsible.

ISABEL: What are we supposed to do, just break down the door? What if everything's fine? What if everything's normal?

MICHAEL: Are you willing to take that chance with Liz's life?

ALEX: No.

MARIA: No.

MICHAEL: Then let's go.

MARIA: Wait. You have to promise me that you are not going to do anything crazy. You're not going to put her life in danger.

MICHAEL: I won't.

ALEX: Ok, so if we get there and everything seems cool, then let's just let her play it out.

MICHAEL: Good idea.

ISABEL: Wait, what about Max?

(At the Evans residence. A phone is ringing.)

MAX: Hello?

LIZ: Hi, Mom.

MAX: Liz?

LIZ: Yeah, it's me, Liz. I just wanted to call and let you know that I'm over at Tess' house.

MAX: What are you doing at Tess' house?

LIZ: Mr. Harding's insisting that I stay for dinner.

MAX: Liz, what's going on? Is something wrong?

LIZ: Um, you...you know that thing we were talking about yesterday, Mom? You're right.

MAX: Liz, stay put, I'll be right there. I won't let anything happen to you.

LIZ: That'd be great.

MAX: I'll be right there!

LIZ: Thanks, Mom.

(Outside the Harding residence.)

MARIA: There she is.

ISABEL: What are they doing in there?

ALEX: Passing the mashed potatoes.

(Inside the Harding residence.)

MR. HARDING: So, Liz, what do your parents do?

LIZ: They own a restaurant here in town.

TESS: Liz works there, too.

MR. HARDING: Terrific. What's the name of it?

LIZ: Um... The CrashDown.

MR. HARDING: What kind of food do they have?

TESS: Alien specials.

MR. HARDING: Ah. So, do you believe in aliens?

LIZ: It's just a theme.

MR. HARDING: So, what do you do when you're not working at the restaurant, Liz?

LIZ: I... I'm just busy with schoolwork mostly.

MR. HARDING: And is there a young man in the picture?

LIZ: Oh... well...

TESS: Dad!

MR. HARDING: Well, surely a girl as pretty as you must have a boyfriend.

LIZ: That's very sweet of you.

MR. HARDING: So what's he like?

LIZ: He's just... uhhh..... he... he's a guy.

MR. HARDING: What's his name?

TESS: His name is Max.

(Outside the Harding residence.)

ISABEL: Max! How did you know we were here?

MAX: I didn't. Liz called me.

MARIA: What! When did she call you?

MAX: We have to get her out of there!

MICHAEL: We can't go in there.

MAX: Why not?

MARIA: We could make things worse, that's why not.

MAX: How could they be any worse than they already are? If that really is the FBI in there, who knows what they'll do to her?

MICHAEL: And if you go in there, we know what they'll do to you.

MAX: That's a chance I'll have to take.

(Inside the Harding residence.)

MR. HARDING: Maybe I should go clean that up, huh?

LIZ: Please, let me do that.

MR. HARDING: It's ok.

LIZ: No, really. I feel absolutely horrible about it. Um, could I... Could I pay for it?

MR. HARDING: Don't worry. Homeowner's insurance.

LIZ: No, please, let me...

MR. HARDING: I said no!

(Doorbell rings. Mr. Harding gets up to answer it. Liz grabs the camera.)

MAX: Hi.

MR. HARDING: Hello.

TESS: Max!

MR. HARDING: Max? Liz's Max?

TESS: Dad.

MR. HARDING: How did you know Liz was here?

MAX: Actually, I came to see Tess.

TESS: But we have nothing to talk about.

MAX: But I think we do.

TESS: Look, whatever you think happened before was a mistake - that you made.

MAX: I think we both made a mistake.

LIZ: Ok, well whatever happened, it's over now, so let's just go.

MAX: Liz, I want you to go so that Tess and I can talk.

LIZ: Max, Tess and I have already straightened everything out. I'm not leaving without you.

MAX: Well, I guess we should be going then.

MR. HARDING: But the night's not over.

LIZ: Yes, it is.

MR. HARDING: Aw, we're going to have to do this again sometime, Liz.

(They leave and meet up with everyone outside.)

MARIA: Are you ok?

LIZ: You know that box? It is just full of pictures...pictures of Max.

ISABEL: Let's go.

(Valenti is hiding in a car taking pictures with a zoom lens of the activities outside the Harding residence.)

(At the Warehouse.)

MAX: You put yourself in danger. Thanks for believing in me.

LIZ: I went on faith...a lot of it.

MAX: I know.

LIZ: You know, you still kissed her, Max. I don't know if there'll ever be reason enough to explain that.

ISABEL: Max, Michael, come look at this.

MAX: What's going on?

ISABEL: I'm not sure.

MICHAEL: What the hell.

LIZ: Oh, my God.