Maria (in front of chalkboard): So there's been some confusion... okay a lot of confusion. And uh, the only person who's gonna get you there is me, so let's review, okay? Fantastic.

She picks up a piece of chalk and draws a circle on the blackboard.

MARIA: This is their planet, off in the middle of the universe somewhere.

She draws another circle

MARIA: This is our planet, Earth. Their planet (points to first circle); Earth (points to second circle). With me so far? Fantastic. All right, the aliens. Max (picture), Michael or Spaceboy (picture) as I like to call him, Isabel (picture) and Tess (picture). They landed here in 1947. They gestated in these really gross pods for 40 years. And then they, uh, sort of hatched. Now there's only a few of us humans who know about them - Liz (picture), Alex (picture), Kyle (picture), Kyle's dad (picture), and me (picture with short hair) I hate that picture (change of picture with long hair) better. All right, what you need to know about them. They have special powers, of course. They use Tabasco sauce by the crate. And trying to have a relationship with them, it's like suicide. I mean it... it's like typical bad relationship stuff, but even weirder. For instance there's this one time when future Max told Liz that she needed to break up with the present Max, or else the world would end. So she did. But she ended up missing out all this romance stuff that they would've done, like eventually eloping and getting married in Las Vegas. (pause) Speaking of Las Vegas...

Max and Michael are running in the dark, through the halls at school. They hide behind some lockers.

MAX: I think we lost them.

MICHAEL: Are you sure? (Nervous)

MAX: Not really

MICHAEL: Where's Isabel?

MAX: She's gone, Michael. Now pull it together or we're gonna to be next.

MICHAEL: Okay, okay, what - what do they want from us?

MAX: We need a plan. We can't fly by the seat of our pants anymore.

MICHAEL: (nervous) They gotta want something. Maybe we can talk to them.

MAX: It's time to step it up. Face the demon. No more hiding.

MICHAEL: What are you talking about?

He turns around to look for them and when he turns back Max is gone

MICHAEL: Max! Maxwell?

We see people dressed like the S.W.A.T team, pointing guns at Michael, he's really scared

MICHAEL: No, please, no!

They start shooting at him, and he wakes up, gasping for air, touching his chest to check on the bullet holes. He realizes it was just a dream and gets out of bed, goes into the kitchen, and smashes the refrigerator. He then grabs a paper bag and pulls out the money he got from the Duprees.

Max's bedroom window flies open, he wakes up a little bit scared, and sees Michael

MAX: What's going on?

MICHAEL: We are leaving; that's what's going on. You and I-- we're getting out of this town for a couple of days.

MAX: What? Why? What's wrong?

MICHAEL: I need a road trip. I gotta clear out the cobwebs.

MAX: What the hell are you talking about?

MICHAEL: I'm talking about getting out of this two-bit town for a couple of days and having some fun. Is there something wrong about that?

MAX: No, there's nothing wrong with that. You wanna tell me what's really going on. (He turns the light on)

MICHAEL: Nightmares, Maxwell. I can't shake them; I've had them every night for two weeks. I mean my brain needs a vacation, or I swear to God I'm going to lose it on someone or something, and it's not gonna to be pretty.

MAX: Okay, we'll take a vacation

MICHAEL: Yeah, today, now, let's go, out of town

MAX: Today? But ... we need a plan.

MICHAEL: Screw the plan, let's just go.

MAX: Michael, you gotta trust me here.

MICHAEL: Oh come on.

MAX: We need a cover story, so no one looks for us. So first we'll go to school....

MICHAEL: I cannot make it through another day of school.

MAX: Look ... just give me sometime so cover our tracks and we're out of here. Okay?

MICHAEL: Okay, okay, okay. (He sits on the couch, and Max sits in his bed)

MAX: So... where are we going anyway?

MICHAEL: You're gonna love it. It's a place without rules, without responsibilities, a place where we can forget about our troubles, it's a city of dreams

MAX: (with a face of "what") Which would be...

MICHAEL: Vegas... we're going to Vegas baby

[OPENING CREDITS]

We see Max and Michael walking in school

MAX: You know, you don't have to blow the whole 50 G's in one trip, Michael. We could take $10,000 and still have a good time.

MICHAEL: I don't want the money, not one thin dime.

MAX: But just think about it for a minute. You could use that cash to build your future.

MICHAEL: The money was a bribe, it's tainted. You don't build your future on that. Besides I think it's haunting me. I wanna get rid of it.

MAX: Michael, be reasonable.

MICHAEL: (Shouting) Hey!, I'm not gonna be reasonable. This isn't a reasonable day in my life.

MAX: Ok, ok. That's a lot of cash to keep in your locker.

We see Michael using his powers to lock it

MICHAEL: I defy the National Guard to open it. Now go ahead and make a plan for our escape, and then let's go.

ISABEL: (walking up) Go where?

MICHAEL: Nowhere. Meet me in the lounge in fifth period and have a plan.

Michael leaves, and Max and Isabel start walking through the hall

ISABEL: Where are you going fifth period?

MAX: We're ... going to Vegas.

ISABEL: "We".

MAX: Michael and I. It's really for him, he needs a break.

ISABEL: And I don't? Do I really have to give you the list of all the things that I have had to deal with lately?

MAX: No.

ISABEL: Then I'm sure I don't have to stand here and convince you that if anyone needs a break it's your loving sister, who has asked for so little and given so much.

MAX: No.

ISABEL: And I'm sure that whatever plan you come up with will work just as easily for 3 as it will for 2, right?

MAX: It will now.

ISABEL: Fabulous, I'll see you in the lounge later.

Michael and Kyle are in Spanish class

TEACHER: żDónde est´ Felipe?

CLASS: Felipe esta en la cocina.

Kyle throws a piece of paper at Michael

KYLE: What you reading?

MICHAEL: (showing Kyle a book about gambling) Vegas, baby.

KYLE: You're going.

MICHAEL: Si

TEACHER: żY qué hace Felipe en la cocina?

Kyle responds while flipping through the book

CLASS: Felipe come huevos.

KYLE: When?

MICHAEL: Fifth period, Max is making plans.

KYLE: Do you have room for one more.

MICHAEL: Sorry, aliens only, you understand.

Kyle takes some money out of his shirt pocket

KYLE: Put a quarter on red for me.

TEACHER: (To Kyle) Pepe żqué pasa?

She confiscates the gambling book

TEACHER: Hmmm, detención. Los huevos son buenos.

CLASS: Los comemos con salsa.

KYLE: (to Michael) Triple it, or die.

Tess is walking down the hall, and Kyle catches up with her

KYLE: Hey, hey, hey. Even though you held out on me, I'll cover with Dad, in exchange for a dime on black.

TESS: Did somebody step on your head in gym?

KYLE: Hey, knock it off. I'm talking about your "Martians-only" field trip to Vegas.

TESS: I don't know what you're talking about, but I'm not going to Vegas.

KYLE: Oh, maybe it's a surprise. (They pass Maria, who's looking in another direction) Max and Michael are organizing the whole thing.

TESS: Really? Where did you hear that.

We see Maria turning around. Then we see her with Michael walking to the patio for lunch

MICHAEL: You can't come

MARIA: Why?

MICHAEL: Because things are gonna happen that the faint of the heart shouldn't see.

MARIA: Oh, please! Besides how are you paying for this trip anyway?

MICHAEL: The Dupree's money.

MARIA: That's $50,000 Michael.

MICHAEL: Yeah, and I'm gonna spend every cent of it.

MARIA: Oh really? Okay, where are you staying?

MICHAEL: I got a double on the clean & cheap.

MARIA: Okay, how about food?

MICHAEL: There's some buffets I want to check out.

MARIA: Okay, you're up to about $37. What else? (Michael is quiet) Come on. Nobody can spend money like I can spend money. You need me on this trip, Michael.

MICHAEL: All right, tag along. But you are coming in a completely professional capacity only. This isn't some kissy-kissy romantic retreat. I have stuff to do.

MARIA: (Very happy) Thank you, thank you. (she kisses him on the cheek)

MICHAEL: Hey, hey. Don't go telling everybody, and let's keep this low profile. Seriously!

Maria starts walking fast, and the she begins to run

Maria is talking to Liz in the science lab

MARIA: I booked a suite at the Bali Hai hotel and casino. Amenities include marble statuary, world-class shopping and lighted tennis courts.

LIZ: Vegas just isn't my idea of fun.

MARIA: The pool has a water slide.

LIZ: I'm sorry.

MARIA: In the shape of a giant flamingo. Please come with me to Vegas, Liz. Michael is gonna be off doing some dumb guy thing, and I really need a gal pal.

LIZ: No.

MARIA: Please.

LIZ: Maria, the reason I'm not going to Vegas... is because I was married there.

MARIA: What?

LIZ: Yes, when future Max came, he told me. We got married in Vegas at the Elvis chapel, and it was the most romantic night of our lives. So basically, I don't want to go Vegas -- ever.

MARIA: All right, you know what? There's a lesson to be learned here. What happened between you and Max is unspeakably intense, but the marriage thing never actually really happened, so you've gotta let go of it. You've got to create your own memories, and that's what we're gonna do in Vegas with Michael's money.

Alex arrives

ALEX: Ohh, I love the smell of formaldehyde in the morning.

MARIA: Alex, pop quiz. If you were given the chance would you rather a) Dissect pig babies.

LIZ: Embryos.

MARIA: Or b) get an all-expense-paid trip to Vegas.

ALEX: When do we leave?

MARIA: Today after fifth period. Come on, Liz, all the cool kids are doing it.

LIZ: I would really appreciate if you would respect my decision.

MARIA: (starts singing) Viva Las Vegas.

LIZ: Maria

MARIA: Viva, viva Las Vegas.

LIZ: Maria

MARIA: Viva Las Vegas.

Liz looks at Alex, but Alex has nothing to say, obviously he thinks like Maria

Michael is walking down the hall and Tess catches up with him

TESS: Michael, hey, I hope you don't mind, but I invited Kyle on our trip to Vegas, 'cause you know, he's been really a stand-up guy, and he did, technically, save the world from the crystals and everything.

MICHAEL: (Looks at Tess with a "what") "Our" trip?

TESS: Yeah, and I just wanted to let you know, too, that when I first moved to town I felt like a complete outsider, you know, no friends, barely any family, but you really helped me feel welcome. And this trip you know -- wow! (she jumps up and down) It's just so great of you to organize it for us all, and we can all use some time away, plus, I've always wanted to go to Vegas! So can I tell Kyle it's okay?

MICHAEL: Sure I'm glad to have him. And you, by the way.

TESS: Thank you.

Liz is in the science lab, putting some stuff inside the science tubes. She keeps glancing at the clock and finds herself humming Viva Las Vegas

LIZ: Mm - mmm Las Vegas, Viva Las Vegas, Viva...

Scene cuts to Michael opening his locker and taking out the bag of money. He starts walking down the hall and as he turns the corner he sees the whole gang, except Max and Liz, and a chauffeur holding a sign that says "Guerin Party")

MICHAEL: This is low-profile?

MARIA: Don't you love that little hat?

MAX: (walking up behind him, and speaking in the principal's voice) Going somewhere, Mr. Guerin? (regular voice) Pretty good Principal Forrester, huh?

MICHAEL: Yeah, you're a riot. What's the plan?

MAX: At this very moment, the debate team is leaving for a two-day meet in Santa Fe. According to this piece of paper, we're going with them. If anybody asks, our original oral topic was "Space Travel: Wave of the Future or Misbegotten Dream?"

ALEX: Catchy.

MICHAEL: All right, let's go.

As everybody begins to walk away, we see Liz running towards them

LIZ: Hey! You got room for one more?

MARIA: Oh, I'm so proud of you. (She hugs her)

MAX: Yeah, (a little shocked) but let's get out of the hall before someone starts asking questions.

Michael stops Liz with his arm

MICHAEL: No lecturing, no moralizing, no whining about spending money on the homeless. This weekend it's about fun and debauchery. You got it?

LIZ: Yeah. I know how to have fun.

MICHAEL: Right.

We start seeing images of Vegas with "Viva Las Vegas" playing in the background

BELLBOY: Here we are ... the presidential suite. You've got 3 bedrooms, 3 baths, state-of-the-art entertainment system, 6 person jacuzzi (Maria takes money from Michael's bag) heated to a toasty 102. Is there anything else I could get you folks (Maria gives him his tip) Uh ... thanks. I'll go get you some ice.

MARIA: (Screeching)

TESS: (Running) I bet they have towel warmer.

KYLE: Let's see about some in-house porno.

MICHAEL: Hold on! Line up, ID's out. This town has some restrictions about having fun. I'm gonna fix that. You are no longer high school students from Roswell, New Mexico-- you are of-age party machines.

Michael uses his powers to change the birthdates on the ID's

MICHAEL: These are your aliases. You will use these aliases for the duration of our trip. Sound off.

KYLE: Okay, Harvey Wallbanger.

TESS: Pińa Colada.

ALEX: Tom Collins.

ISABEL: Brandy Alexander.

MARIA: Margarita Salt.

LIZ: Shirley Temple.

MAX: Rob Roy

MICHAEL: And I'm your host, Dr. Love.

EVERYBODY: (Stifling laughter)

MICHAEL: Since I'm sponsoring this operation, you will follow my rules. Your bank is 3 grand. This cash is to be spent here. There is no hoarding it. Rule number 2 - and this is the biggie. Rob Roy and Dr. Love run alone. You see us at a table, you find another one. If there's no other questions ... then go out and clobber the house.

Alex runs first, then Kyle, then Isabel, the Tess and then Maria. Max approaches Liz

MAX: I was uh ... I was kind of surprised to see you were down for this kind of trip.

LIZ: Oh, oh, well, you know, I could say the same thing to you.

MAX: I'm only here for Michael. He's uh ... he's kinda going through something. I just wanna keep an eye on him.

LIZ: Oh! So this is not a vacation for you.

MAX: It's the last place I'd wanna take a vacation.

LIZ: Yeah, me too. I'm just here for Maria.

MICHAEL: Hey Shirley. Didn't you hear the Dr's orders?

LIZ: Yeah, I'm sorry. We were just ...

MICHAEL: Good, yeah, cool, good. Bye (he pushes her towards the door)

LIZ: Okay. (Leaving) Bye.

MICHAEL: Oh, she's exhausting. (To Max) It's pretty swanky huh?

MAX: Yeah, it's great.

MICHAEL: I mean... time for fun. Pick your poison. Blackjack, craps, roulette.

MAX: Yeah, yeah, whatever you want.

MICHAEL: That's not the spirit I'm looking for Robbie. But don't worry, Dr. Love will show you the way.

We see the casino, the games, the people, and the 4 girls walking together

TESS: This is so cool.

ISABEL: Hey. What should we do first?

Maria is on her cell phone

LIZ: I think we should try and play a game.

MARIA: Ok. I'm set. I just booked a salt scrub at the spa.

LIZ: Wait, wait. What happened to needing a gal pal?

MARIA: I'll be an hour tops. Have fun, guys.

ISABEL: Okay, bye. Okay ladies let's just dive in.

Isabel walks in without a problem, but the security guard stops Liz and Tess

SECURITY GUARD: Excuse me, can I see some identification?

TESS: Sure.

SECURITY GUARD: Nice try, girls, the video arcade is that way.

TESS: Uh, excuse me, we're 21.

SECURITY GUARD: Yeah and I'm charo.

TESS: You know, I'm sure we can find another form of I.D. in here somewhere.

LIZ: We are 17 years old. (laughs nervously)

TESS: Mm - hmm. Good job.

LIZ: I'm sorry, very, very sorry.

They leave, and then we see Isabel, Kyle and Alex in a blackjack table

ISABEL: Show me how it works.

KYLE: All right. You put your bet here. And the point is to get to 21. Kings are worth 10, so you get another card, now you've got 16, so another card, now you go to 25, and he takes your money away.

ISABEL: Gee! What a great game. Thank you.

KYLE: I'm sorry, you have to play more than one hand.

ISABEL: Kyle, this is math, not exactly what I'm looking for in a vacation.

KYLE: Well, this is the gambling capital of the world. What are you looking for?

ISABEL: I guess I'll know when I see it. Later.

KYLE: All right.

ALEX: She is right you know. It's math. More precisely, AP Statistics, which dictates that an all-or-nothing strategy has the best chance of beating the house. (He bets all his money)

KYLE: That makes no sense. Hit me.

ALEX: Hit me. (He loses)

KYLE: You took that one in the shorts.

MARIA: (Coming up behind them) You will never believe what I've found in the spa locker room.

ALEX: Oh God. My heart hurts.

MARIA: A booking agent is holding auditions. Alex, Alex I need the hugest favor from you. I need an accompanist.

ALEX: I play the bass guitar.

MARIA: No, no. You could fake it in the piano. It's just some simple chorus change. It first starts off with an E and then in the bridge it goes...

ALEX: (Babbling, and then shouts) Maria -- I just lost $3000, all right!

MARIA: Alex, I'll, I'll give you $3000, if you help me get this gig. Please.

ALEX: The key was E, right?

MARIA: Right.

ALEX: All right. What's the tune?

Max and Michael are at the dice table

STICKMAN: Coming out.

MICHAEL: Basic rules 7 or 11 on the first roll you're golden. 2, 3 or 12 you lose your shirt. We've got a first time roller here.

MAX: No. You go ahead. I'll just watch.

MICHAEL: Ok, I'm gonna roll. Trust me, Max, you're gonna love this game. It's fast, it's loud, it's everything living in Roswell isn't. Here we go. (He throws the dice and he gets a 6)

STICKMAN: 6, point 6.

MICHAEL: Okay, now if I roll a 6 we win, if I roll a 7 we go bust. 6 the hard way. (To the stickman) In for him too.

(Michael rolls)

STICKMAN: 6 hard way.

MICHAEL: Ohh! Pay the man.

MARIA: (Coming up behind them) Amazing news. I have an audition.

MICHAEL: Now, keep with me here folks I'm here to win and I don't see you.

MARIA: Hello? Don't you know what my dream has been since, like, the beginning of time? It's to start my singing career in a smoky Vegas, supper club.

Michael rolls the dice and ignores Maria

STICKMAN: 7 winner.

MICHAEL: Sweet.

MARIA: I'll be up on stage right? In front of a great band, and I'll belt out some torch songs, there'll be a spotlight, my makeup will be perfect. I'll have...

MICHAEL: Maria, we had an agreement. Beat it.

MARIA: Are you not listening to me? This could be my big break, right now. Don't you want to come, and like cheer me on, and like give me a...

STICKMAN: 7 winner.

MICHAEL: Oh! The king, ladies and gentlemen.

MARIA: Michael!

MICHAEL: Maria. I'm in the middle of something important.

Maria leaves, disgusted.

Isabel is playing the slot machines. She starts looking around her, and sees all of these couples hugging and kissing and starts feeling a little melancholic. Then she hears a woman behind her

WOMAN: Oh! No.

Isabel turns around and sees a woman in a stained wedding dress.

WOMAN: Oh! No. Please hurry.

ISABEL: Are you okay?

WOMAN: Lord help me. Wedding's in a half and hour. My maid of honor gets food poisoning from the breakfast buffet, and now some dumb Canadian slams into me with his merlot.

(A waitress arrives with some water and salt, to remove the stain)

ISABEL: Let me try to help here. (To the waitress) Thank you.

WOMAN: My mama told me not to elope.

Isabel surreptitiously uses her power to remove the stain

ISABEL: Well, actually, I think we've got it out.

WOMAN: Well honey! Aren't you just my good luck charm? What's your name?

ISABEL: Brandy.

WOMAN: Brandy, that's pretty. I'm Tracy. Well it's so nice to meet you.

ISABEL: You too.

MEN: Tracy?

TRACY: This is my hubby-to-be Glenn, and his best man, Dave.

Dave and Isabel share a look

TRACY: Brandy just saved my behind.

GLENN: Hi.

ISABEL: (laughing) Oh! Hi it's nice to meet you.

DAVE: Hello.

ISABEL: Hi.

TRACY: How's April.

DAVE: Hmm? Wishing she'd never tried the crab omelets.

TRACY: Uhh! Perfect. Well what am I going to do now?

DAVE: Well, maybe Brandy is free for a couple of hours?

TRACY: Brilliant Dave. Brandy, will you be my maid of honor?

ISABEL: Sure.

FAT MAN: Ok, blondie. You're up.

Alex is playing the piano and Maria starts singing

FAT MAN: Honey. You've got some set of pipes.

MARIA: Well, I...

FAT MAN: No, I was... I was truly moved.

MARIA: Thank you.

FAT MAN: No, no. Thank you. Now take off your clothes.

Maria gets a "what the hell are you saying" expression on her face

ALEX: Hey! Who do you think you are? You treat her like a lady!

FAT MAN: I'll treat her like a stripping lady, 'cause that what she's auditioning for.

ALEX: Give me this flyer. (To Maria) New talent, big money... Oh! Oh! B.Y.O.G-String.

Max and Michael are still playing at the same table

MICHAEL: Dr. Love says give it up for 10 the hard way. (He wins)

MAX: You're cheating.

MICHAEL: You want to say that a little louder? I don't think the stickman heard you.

MAX: This isn't right, using your power like this.

MICHAEL: Thanks for the sermon, dad.

MAX: It's not what we came here.

MICHAEL: No! We came here to have fun, which is exactly what I'm doing. Folks this is the fourth set of dice they give me. But when you have the hot hand, you have the hot hand.

Michael rolls the dice, he wins of course and everyone cheers. Max looks at the casino manager

MICHAEL: I feel an 8 coming.

MAX: Michael, he knows.

MICHAEL: He doesn't know anything. What's he's going to say, that I'm using my mysterious alien powers?

He rolls and wins

MANAGER: This table is closed.

MICHAEL: What is this crap?

MANAGER: You're done. My advice is to take your winnings and move on down the strip.

MAX: Yeah, we will.

MICHAEL: The hell we will. I'm here to gamble. There's a table right over here.

MANAGER: Listen, punk.

MICHAEL: Punk?

Michael hits him, they push Max, and Max tries to get Michael out of the fight. Scene closes with the security guys moving in

Liz and Tess are in the arcade

TESS: You know what it is? It's because we're small. If we weren't so damn short, he would have totally bought that we were 21, so what I'm going to do, I'm going to mindwalk the security guard, making him think that we are 5' 10'' and then we just go in.

LIZ: Tess, I'm fine here in the arcade.

TESS: Great. I'm stuck in the party capital of the world with Liz Parker. No, if we're feeling dangerous we could challenge a couple of 8 year boys to foosball or go for the ice capades.

LIZ: You know, for your information I didn't want to come to Vegas in the first place. I knew that this was going to be the most miserable trip of my life. I knew it, but I didn't listen to my instincts. And by the way Tess, I don't enjoy being stuck with you either.

TESS: Fine.

LIZ: Good.

In the presidential suite, we see Tracy and Glenn leaving, and Maria and Alex arriving

TRACY: Oh! I almost forgot. (She throws her bouquet at Isabel) Bye.

GLENN: Thanks for everything, Brandy.

ISABEL: No problem.

MARIA: Do I have to ask?

ISABEL: Tracy and Glenn just got married and I was their maid of honor.

MARIA: Who's that?

ISABEL: That's Dave. Cake?

Isabel is taking a picture with Dave when the phone rings

MARIA: Honeymoon suite, Margarita speaking.

MICHAEL: Maria, it's me.

MARIA: Me who?

MICHAEL: Yeah funny.

MARIA: Do you know were I was tonight? I was auditioning to be a stripper. Little innocent me.

MICHAEL: Did you get the job?

MARIA: You don't even care. This wouldn't have happened if you have been with me.

MICHAEL: Is there someone else I can talk to?

MARIA: We are talking.

MICHAEL: No, I can't, I'm in jail with Maxwell. What you need to do is shut your trap and get down here and bail us out.

MARIA: Wait a minute. If you're in jail that means that this is your only phone call.

MICHAEL: Exactly.

Maria hangs up the phone

Kyle is still at the blackjack table and Alex is with him again

ALEX: Doesn't Buddhism disapprove of gambling?

KYLE: Actually Buddha himself first coined the phrase "know when to hold 'em, know when to fold 'em, know when to walk away and know when to run"

ALEX: And yours is obviously a deep and abiding spiritual faith.

Maria arrives

MARIA: All right, boys, cash out.

KYLE: You're just gonna have to back off.

ALEX: Yeah, grasshopper's on a roll baby.

MARIA: I gotta bail Max and -- if there's enough money -- Michael, out of jail.

KYLE: My winnings, my money, go away.

MARIA: (To the dealer) He's in gambling anonymous, I'm his sponsor. Could you please help me keep this poor lost soul from further traveling the path of destruction?

DEALER: (To Kyle_ I'm sorry sir. Casino policy.

KYLE: (To Maria) Thank you.

MARIA: Thank your higher power.

Kyle tries to pick up his winnings but he can't because there are too many

Isabel is dancing with Dave in the room

DAVE: You must be a pretty high roller to afford a place like this?

ISABEL: It's a friend's.

DAVE: Oh. Is your friend a Kennedy or something?

ISABEL: More like a prince.

DAVE: Oh! I'll tell you, this has been great. Free trip, free tux, slow-dancing with a beautiful girl in a penthouse suite.

ISABEL: You're easy to please.

DAVE: You're not.

ISABEL: You're way ahead of the game, Dave. Do you really want to risk it all with anymore of your insightful questions?

DAVE: (Laughs) Well, first I have to get my sisters to work on some new material.

ISABEL: I think you're doing pretty good on your own.

They kiss

DAVE: May I suggest a change of venue?

ISABEL: What did you have in mind?

DAVE: I have a hotel room up the strip.

ISABEL: This is a hotel room.

DAVE: I was thinking of something a little more private.

ISABEL: Well, I have to think about it.

They kiss again

ISABEL: Ok. I thought about it. Let's go.

Max and Michael in jail

MAX: Are we having fun yet?

MICHAEL: No, thanks to you.

MAX: Hey! This isn't my fault. If you hadn't been showing off--

MICHAEL: Here we go, another lecture.

Michael turns around and starts yelling

MICHAEL: Hey, everybody gather 'round your cell doors, because Max here is going to give another lecture.

MAN: Shut up! What's with you?

MICHAEL: What's with me? Not you, definitely not you.

MAX: What the hell is that supposed to mean? The only reason I came on this trip was for you.

MICHAEL: Oh yeah, out of the goodness of your big, fat, bleeding heart. You skipped out on sixth period, and you went to Vegas for poor screwed up Michael. Yeah, big hand Max (Starts clapping)

MAX: (Scoffs) Whatever. You're talking to yourself now, Michael, I'm done.

MICHAEL: And I'm talking to myself. Gee, Michael, why would you want to go to Vegas with Max in the first place? Sounds like a really stupid idea.

Michael: No, no. See you don't get it. Max and I, we're guys, and sometimes guys just like to go out and tear it up for no good reason.

MICHAEL: But Michael, Max is no fun, he's a straight arrow, he's a responsible guy.

MAX: I'm here, aren't I.

MICHAEL: (To Max) This is a private conversation.

MICHAEL: As I was saying, Michael, it's like this: Max and I, we used to be tight. We grew up together, and it's no big deal that we can go out and have fun for a couple of days, we used to be friends.

MAX: Oh! Give me a break. (He stands up) This isn't about friendship. This is about your irresponsible, reckless behavior.

MICHAEL: (He stands up too) Hey! I've been going through some heavy stuff the last couple of weeks. In case you missed it, I got shot.

MAX: I know, I healed you.

MICHAEL: You put your hand over my shoulder and you did your little trick like a robot. You're a machine, Max. You wouldn't know the first thing about what it takes to heal me. To really heal me.

Max, Michael and Maria arrive back at the hotel room after she's bailed them out. Max picks up the phone and dials, Michael sits down and turns on the TV. Maria is trying to figure out what's going on

MAX: Yeah, when's the next flight to Roswell? Nothing sooner than that? (He hangs up the phone)

MARIA: Michael, make him stay. (Maria walks toward Max) No, no, wait, please, please, don't go. I'm, I'm blowing the rest of Michael's cash on a beautiful expensive dinner. I've even taken care of what everyone's wearing.

MICHAEL: He's not invited anymore.

Maria looks at Michael and Max looks at her

MAX: Thanks, but I'm just gonna go home. (He leaves)

MICHAEL: Finally my vacation can begin. (He gets up from the couch)

Liz is still playing in the arcade. Max walks up behind her.

MAX: Not bad.

LIZ: Oh, well, yeah. Yeah after playing 6 hours and a 1000 quarters, you sort of get a rhythm going.

MAX: Yeah, I heard you were down here. I just want to let you know I'm leaving.

LIZ: Oh! Is everything okay?

MAX: Yeah, yeah. It's just... Vegas. Kinda make your skin crawl.

LIZ: Yeah. (She looks at the "Elvis Chapel" poster) I mean, who would ever want to get married in an Elvis Chapel, right?

MAX: (Looks at the poster also) Not me. Not in this lifetime.

LIZ: (distracted) Yeah...

MAX: Well, I've got a plan to catch, so...

LIZ: Yeah, right.

MAX: See you in Roswell, Liz.

LIZ: Yeah.

Max is waiting for a cab outside. When the cab arrives, a bride and groom get out. Max turns around to look at them, and he has a vision of Liz and him just married and looking happy. Max slowly gets in the cab.

In the next scene we hear a band playing, people dancing, and then we see everyone, except Max and Isabel, all dressed up and seated at a table.

MARIA: Now this is the Vegas that I love.

Alex strands up and takes a picture of everyone

ALEX: All right. Smile, beautiful people. Yeah, there we go.

MARIA: (To Michael) You cleaned up nice, spaceboy. I'm sorry that he didn't make it.

MICHAEL: Well I am not. I'm thinking a cheeseburger will go down nice right now.

MARIA: You had lobster.

MICHAEL: Yeah, but I'm still hungry. I'm gonna go hit the fast food joint across the street. Green, please.

Maria takes some money out of her dress

MICHAEL: Thanks. (He walks off)

MARIA: Cheeseburger? Why do I even try?

LIZ: Well, at least he wore a tie.

MARIA: Liz, I'm worried. I plan to be a worldly woman, and how can I be, when Michael is trapped in a world of armpit farts and PlayStation? He's just so...

We hear drums rolling, they all turn around and we see Michael on the stage

MICHAEL: Ladies and gentlemen, tonight you're in for a rare treat--a dream coming true. You're gonna love listening to this performer, and even though she'll never believe it, I love listening to her too.

Maria is in shock, then she smiles

MICHAEL: Please welcome to the stage... Miss Margarita Salt.

Maria starts singing as Michael watches from behind the curtains

TESS: (To Kyle) We're dancing. (She pulls him onto the dance floor.)

Alex is taking pictures when he sees Isabel next to him

ALEX: I uh. I thought you had other plans.

ISABEL: I thought I did too. I don't get it. He was exactly what I was looking for from this town. A good-looking smartass, that I could just chew up and spit back out, you know?

ALEX: But?

ISABEL: But, he went to get ice and I went to get a cab. And so here I am, alone again. God, I must be the biggest freak on the planet.

ALEX: Well, I'm sorry but that's just not true. When you're ready for it, you'll find someone, and you'll make him the happiest man ever.

Isabel looks at him

ISABEL: Would you like to dance?

ALEX: Love to.

Liz is sitting by herself at the table, looking at her friends. There's a tap on her shoulder and she looks up to see Max holding out his hand out to her. Michael sees him and smiles. Liz takes his hand and they begin to dance.

LIZ: I thought you'd be at the airport right now.

MAX: I was on my way, but I had this weird moment.

LIZ: What do you mean?

MAX: Well, I saw this vision. You and me, jumping out of the cab like we'd just been married in Vegas.

LIZ: That's weird.

MAX: Yeah, it was like this memory flash of something that really happened, but then...

LIZ: Max. Oh Max. (It looks like she might be going to tell him about Future Max, but then the moment is lost.)

Maria stops singing, everyone is clapping, Maria turns to Michael and motions for him to come over to her

MARIA: Thank you.

MICHAEL: You're welcome.

They kiss

Everyone arrives at the suite, Max and Liz holding hands and everyone is laughing. Then they see sheriff Valenti sitting on the couch and he holds up the "Guerin party" sign. Everyone freezes.

VALENTI: At 3:30 yesterday afternoon, Vice-principal McClure contacted me. Apparently, my son didn't show up for detention. Newsflash to me, so I called some of Kyle's friends. Nobody knew where he was. So I made a few other inquiries, and without alarming any of your parents I deduced that you were all missing. By 4:30 I was in a panic. Thought maybe it was a mass kidnapping or an invasion. I knew you guys had to be in some kind of trouble, because there was no way that you would just take off without telling me.

MAX: We just took a little vacation.

MICHAEL: It's like spring break.

VALENTI: So you skipped school. Missing class is excusable if it involves saving a planet-- yours, mine, or any other. It is not acceptable if it is done in the name of under-age gambling. Is that clear? Each one of your parents is going to hear from me later today. I expect you back in Roswell this afternoon. Kyle, get in the car.

KYLE: I was up $1600.

VALENTI: Now!

Valenti and Kyle leave.

MICHAEL: I'm glad I'm adopted.

TESS: Yeah, me too.

VALENTI: Tess! Don't make me come back in there.

Tess leaves

MAX: (To Michael) You, uh, tired?

Max and Michael go out to buy a cup of coffee

MICHAEL: That's the last of it. (He tips the lady)

MAX: You, uh, you were right. I do act like a machine sometimes.

MICHAEL: Forget it, I probably said too much.

MAX: No, it's all right. It's uh, it's something I needed to hear. You needed a friend, and you got a chaperone. I'm sorry. I guess I just feel so responsible for you, and Isabel, and even Tess. Sometimes I let that get in the way of letting you know how much... how much you mean to mean to mean. That without you, uh, uh... I'd be lost, Michael.

MICHAEL: Whoever sent us down here was smart, you know? Because they sent us together, and as long as we stick together, we're gonna make it.

They start walking down the sidewalk together

MAX: We still got a couple of hours before the flight home. No money. So what do you want to do?

MICHAEL: Oh, I don't know. I got a couple of dozen DVD's back in the hotel room.

MAX: Yeah?

MICHAEL: Braveheart?

MAX: How many times can you watch that thing?

Episode ends with them chit-chatting about Braveheart, with "Viva Las Vegas" playing in the background.