(continued from previous)

INT. LIZıS ROOM (FRIDAY MORNING)

An annoying ALARM CLOCK is buzzing, right next to the soundly sleeping Liz.

Lizıs mother hurries in.

MOM: Liz? Liz.

She turns off the alarm and gently shakes Liz awake.

MOM: Honey, this thing has been going off for a while. You need to get up and get at 'em.

Liz sits up wearily.

LIZ: Mom? I guess you're feeling better.

MOM: Yes, I am. Now hurry up or you'll be late.

She exits.

Liz groans and unsteadily gets to her feet.

INT. SCHOOL HALLWAY (LATER)

Liz sits dully on the break room couch in between classes.

Maria is talking as she grabs a soda out of the machine.

MARIA: I mean, you know how much I used to be in love with Kermit the Frog. Don't they have a frog-lover clause somewhere in the Biology handbook?

She turns back to Liz and stops, noticing again her pallor.

MARIA: Liz? Okay, I know you're lying now. You look like you just swallowed the frog I refused to dissect in Biology. What is wrong with you?

Liz doesn't even smile.

LIZ: Oh, nothing. I guess I need to take a nap later or something.

MARIA: Well, if you need to take one in history class, I'll cover for you. Want a soda?

LIZ: Um...yeah, maybe something with caffeine would help.

MARIA: Yeah, at least you'll be a wide awake zombie.

Liz manages a smile.

EXT. LUNCH (LATER)

Max and Isabel are reading, eating a quiet lunch.

Max looks around.

MAX: You seen Michael today?

ISABEL: He probably skipped again.

MAX: You don't think he'd go looking for this guy on his own, do you?

Isabel's jaw drops.

ISABEL: Of course he would! Oh my god, that's probably where he is.

MAX: Yeah, well, my guess is that Gabriel has already left town. Why else wouldn't he have shown last night?

ISABEL: That might be the best thing that could've happened. Michael is willing to give up everything if this guy is...

Max nods.

MAX: Did you see Liz today?

ISABEL: Unfortunately, yes. I'd like to forget once in a while that our lives are completely in the hands of a moon-eyed waitress.

Max goes back to reading...

Finally, Isabel can't stand the silence.

ISABEL: What? What about Liz?

MAX: Nothing...she just looks...tired or something.

ISABEL Well, she can't feel any worse than I do. Sleeping on that wooden floor gave me a kink in my neck. And I'm positively dead tired.

MAX: Well, you look better than she does.

ISABEL: Doesn't that go without saying?

Max gives her a look.

ISABEL: Just a joke. I know you're passionately in love with her. I just don't understand why. She complicates everything.

They stare at each other.

Max looks away.

MAX: That's not her fault.

ISABEL: Nothing is ever her fault. (she sighs) It's not that I don't like her. I just don't like you with her.

Max gives her a small smile.Isabel rolls her eyes.

INT. CLASSROOM

Liz is concentrating hard on her specimen slides, slowly changing them out in her microscope and marking a few findings on her test.

To her right, Max is watching Liz with concern, his space already cleared of materials.

Liz studies the new specimen, then rubs her face wearily.

MAX: (whispering) Liz, you okay?

The teacher, Mrs. Spalding, hears Max and casually walks over to Liz. She gives them both a questioning look.

MRS. SPALDING: Liz, are you having trouble?

She picks up Liz's test sheet.

MRS. SPALDING: You've only gotten through half of the answers. I'm afraid you've only got about 2 more minutes.

LIZ: I'm sorry. I'm just having a hard time concentrating. I know the answers, I promise.

MRS. SPALDING: I know, Liz. Why don't you stop by after school and we'll give you ten extra minutes or so? Time was not supposed to be factor in this test.

LIZ: Thank you, Mrs. Spalding.

INT. MARIAıS CAR (LATER)

Liz lays back in her seat, deep circles under her eyes.

Maria is driving slowly up to the Crashdown.

She parks the car and stops to look at Liz.

MARIA: There is no way you are going to work today. Go straight upstairs and get in bed.

Liz nods and climbs out.

Maria watches Liz go upstairs very slowly.

Then she grabs her purse and hops out.

INT. PARKERıS APT. (MINUTES LATER)

Liz meets her mother in the hallway.

MOM: There you are! Mrs. Spalding called and said to look out for you. (pauses) Liz, you look horrible. What did you do to yourself?

Liz shakes her head and walks to her bedroom.

LIZ: If I can figure out what it was, believe me, I'llnever do it again.

She stops Liz to feel her forehead and look deeply into her eyes.

MOM: No fever...I hope you haven't got what I had.

LIZ: I'm fine, really. I'll just rest for a while, and then get downstairs.

MOM: Oh, no you don't. I can't remember when I've seen you this tired, Liz. Just go to bed and I'll cover your shift. I'll be up to check on you when I can, 'kay?

At this point, Liz has collapsed on the bed. She just nods as her mom pulls the covers up around her.

Liz's Mom kisses her forehead, then studies her a moment.

Liz falls asleep immediately.

Lizıs Mom closes the door, leaving the room bathed in the waning afternoon sunlight.

INT. LIZ'S ROOM (LATER)

The room is dark and Liz stirs uneasily. Even in her sleep, she is restless.

From across the room, a figure slowly moves toward the bed.

The floor creaks and Liz's eyes flutter open.

It takes a moment for her eyes to clear....then she gasps.

Gabriel stands there watching her, face barely visible.

GABRIEL: Not feeling well?

Liz struggles to sit up, trying to ignore the dizziness.

LIZ: What do you want?

GABRIEL: I think we need to have a little chat.

LIZ: No. I already told you, I can't help you.

GABRIEL: Oh, that's all right. (coming closer) You see, Liz, youıve already given away everything.

She shakes her head, very disoriented.

LIZ: But...I didn't tell you anything.

GABRIEL: You didn't have to. Do you know what brought me here?

LIZ: No. And I don't care. I just want you to leave....please.

GABRIEL: We intercepted several communications from the FBI. They're watching you, Liz. And they know more than you think they know. Everyone knows more than you think they know.

Liz grabs onto the bed, trying not to faint...

LIZ: There's...nothing...to know.

He shakes his head.

GABRIEL: Liz, Liz, Liz. Sure there is. (leaning over the bed) Don't you remember? You told me all about it. In the diner. About Max and Isabel...

Suddenly, Liz isn't very sure of what she hasn't said...

LIZ: No...

GABRIEL: And how Max saved your life...

Her head is swimming. This is seeming so much like a nightmare...

LIZ: How did you...no. I didn't tell you that...

GABRIEL: It's okay, Liz, thereıs nothing left to worry about now. No more secrets. You've already betrayed them.

LIZ: NO!

GABRIEL: YES! (intense) Why do you think the FBI knows all about them? Because of you and your boring little life. Max saved you and you betrayed them, Michael, Isabel,and Max.

LIZ: NO! I did NOT betray them!

In the pause that follows, their eyes meet: his, disgusted, hers, horrified.

GABRIEL: Them? All it takes is a little slip like that, Liz. What if I were an FBI agent? Your friends would be on their way to a secret compound somewhere, to die a horrible death. And all because they trusted you.

He pulls leather gloves out of his jacket pocket.

LIZ: No. No...you trapped me. I would never...

GABRIEL: You just did.

Liz closes her eyes in defeat, the room spinning around her.

GABRIEL: Humans always betray us in the end. And I'm not about to let that happen to my little brother. (pauses)

Sorry, Liz. You were a good kid.

She begins to faint even before he touches her.

A knife flashes in his hand...

INT. CRASHDOWN CAFE (MINUTES LATER)

The crowd has waned and Liz's Mom checks her watch.

LIZ'S MOM: Maria, Iım going upstairs to check on Liz. I'll be right back.

Maria waves her on.

MARIA Tell her I'll be up there when my shift is over.

INT. HALLWAY

Liz's Mom heaves a big sigh as she ascends the stairs.

She opens the door and heads straight to Liz's room.

Not wanting to disturb her, she opens the door quietly and peeks in.

INT. LIZ'S ROOM

In the semi-darkness, Liz lies still under the covers.

Lizıs Mom smiles and begins to shut the door.

Suddenly, something catches her eye. She opens the door and crosses to the bed.

LIZ'S MOM: Oh my god...LIZ!

The sheets are stained with blood.

INT. CRASHDOWN (MINUTES LATER)

Maria answers the phone.

MARIA: Crashdown Cafe...What???

She begins breathing heavily.

MARIA: How bad is she?...Okay, I'll send him up. Mrs.Parker? (Liz's Mom hangs up) MRS. PARKER? Oh...oh...oh.

Maria hangs up and goes to the back room, where Liz's Dad is still doing inventory.

MARIA: Um...Mr. Parker? Liz is...is...

Liz's Dad looks up at her patiently.

LIZ'S DAD: Is what?

MARIA: Bleeding... a lot. She needs you upstairs.

He stares at Maria a moment, then drops his clipboard and rushes up the stairs.

Maria watches, then turns back to the cafe. She vacillates a moment, unsure of what to do.

Finally, she runs through the cafe and over to The UFO Center.

INT. UFO CENTER

Maria is truly panicking now...

As she rushes in, a group of tourists stop and stare at her.

MARIA: MAX!!! MAX??!!The tour guide pauses in his recitation.

MARIA Sorry...

She looks around desperately.

Max appears from the back room, looking at Maria with wide eyes.

She rushes over to meet him in the middle of the room ,everyone watching.

MAX: What is it?

MARIA: It's Liz. Sh'ıs...bleeding...somehow, she cut her wrists or something.

The crowd begins murmuring.

Max stares at Maria a moment, then glances over at his boss.

His boss waves him on and Max runs out, Maria right on his heels.

EXT. CRASHDOWN CAFE

An ambulance has arrived and the police are on hand to block off entrance to the area. Max and Maria race around to the back entrance.

As Max puts his hand on the handrail to the stairs, he sees a FLASH, another FLASH and then a vision...

VISION

A figure, head down, with his gloved hand on the handrail.

He stops, sighs and then looks up. It is Gabriel.

MAX: No...oh no.

Max takes the stairs two at a time, but the door is locked.

MAX: LIZ??

He pounds on it as Maria appears beside him, but there is no answer.

Around at the front, they hear the ambulance doors shutting.

They run down just in time to see the ambulance rideoff, SIRENS wailing.

MAX: Come on. We may need Isabel.

Maria doesn't question him, just follows as he runs to get in his jeep.

INT. HOSPITAL (LATER)

The doctor is standing outside Liz's room, conferring with Liz's parents.

DAD: Okay, explain this to me. How could her red blood cells just...disappear?

DR. RADNEY: Thatıs the part I'm hesitant to do much guess work on. Thereıs no sign of infection or cancer that might have caused it. Right now, frankly, we just don't know. If the condition was temporary, then the blood transfusion with new red blood cells should help her body overcome the deficiency. However, since we don't know what caused it, we are unable to predict whether her body will simply deplete these new red blood cells as well.

DAD: And you can't stop the bleeding?

DR. RADNEY: We are doing everything we can. But if her red blood cell count does not rise, then she will continue to bleed. At that point, we hope that we will have a few more answers for you and some alternatives. Right now, all we can do is wait.

The Parkers exchange numb looks.

DAD: We'll give more blood if it's necessary.

DR. RADNEY: We'll be sure to keep you updated. Excuse me, I have to check on another patient.

He exits.

MOM: I just donıt understand...why would she c-cut herself like this?

Lizıs Dad holds his wife close for a moment, his face haunted by doubts.

INT. HOSPITAL HALLWAY

Max, Maria and Isabel are moving quickly down the hallway, glancing at the room numbers along the way.

Maria is teary-eyed as they reach the room. She goes right into the room and hugs Liz's parents as Max and Isabel hang back uncomfortably in the hallway.

Max looks through the glass at Liz.

She is pale and still, her wrists heavily bandaged and still bleeding. She is hooked up to a monitor, he rheartbeat slow but steady.

Maria comes back out into the hallway, tears running down her cheeks.

MARIA: She's bleeding to death. The doctors can't explain why. Something about her red blood cells... (she almost smiles) They think she might have tried to commit suicide because she and Kyle broke up. God, would she laugh at that.

Max and Isabel exchange glances.

MAX: Maria, can you get us alone with Liz? We might be able to help her if we can just be alone for a few minutes.

MARIA: (wiping her tears) Oh, I want you to, but are you sure you should ...with so many people around?

ISABEL: Max says he knows Gabriel did this. So it's our fault. We've got to try to help. Michael's going to see if he can find Gabriel.

Maria thinks for a moment.

MARIA: Okay, I think I can get them out of the room. Just give me a minute.

INT. HALLWAY (MINUTES LATER)

Maria is on the waiting room phone.

MARIA: (into receiver) Hang on and I'll get him for you.

She goes down the hall to Liz's room.

MARIA: Um...Mr. Parker? Iım sorry to bother you but Rachel is on the phone. She's at the cafe alone and doesn't know how to close up.

DAD: You can't tell her?

MARIA I've never done it before. Liz always does it when we're there alone. Sorry.

He sighs and then exits.

Maria sits beside Liz's Mom.

MARIA: I am so sorry.

MOM: Did you know she was this upset over Kyle?

MARIA: Well, she didn't like to talk about him.

MOM: I just can't stand the thought that she was that unhappy about the break-up. But that had to be wha tit was, doesn't it?

Maria glances at Liz.

MARIA: Maybe we should talk about it where she can't hear...I mean, she never even wanted me to mention Kyle's name in front of her.

Lizıs Mom looks over at Liz and reluctantly stands.

MOM: Right. Now tell me everything that she said about him to you. Don't hold anything back. I have to understand this.

MARIA: Okay.

As they exit, Maria looks down the hall to where Max and Isabel are waiting. They come quickly.

Isabel shuts the door behind them and Max draws the curtain around the bed....

INT. CURTAIN

Liz looks pale and lifeless...

ISABEL: Her eyes aren't open, Max.

MAX: Can you wake her up? If she's dreaming?

Isabel hesitates.

ISABEL Maybe...I'll try.

She reaches out her fingers and touches Liz'sforehead, then she closes her eyes.

Max takes a deep breath and waits.

DREAM

Everything is dark and foggy.

Isabel is looking around cautiously.

ISABEL: Liz?....LIZ?

Despite her growing fear, she keeps moving.

After a moment, she comes upon a door.

She hesitantly enters, finding what appears to be a warped replica of Lizıs bedroom...very dark and cavernous.

Liz is laying unconscious on her bed, blood pooling around her wrists and dripping to the floor.

Isabel turns away.

END DREAM

INT. HOSPITAL ROOM

Isabel begins shaking her head as soon as she opens her eyes.

ISABEL Max...I can't. Even in her dreams, she's dying.

Max stares at Isabel for a moment, then looks down at Liz.

After a moment, he breaks the silence...

MAX: You don't understand. This can't happen...I think...I need her.

Isabel watches him a moment.

ISABEL: I'll try again.

MAX: (softly) Thank you.

Isabel touches Liz's forehead gently and closes her eyes.

DREAM

Isabel once again enters Liz's room through the swirling smoke.

She forces herself to get close to Liz.

Liz's face is pale, her body completely limp.

Isabel swallows nervously.

ISABEL: (whispering) Liz? Wake up. Youıre not dead. And we can help you if you'll just wake up. But you have to look at us. (she pauses) At Max. You have to look at Max.

There is no response.

Isabel puts her hands on her hips.

ISABEL: Look, Liz Parker. You can NOT die. My brother just told me that he needs you...Do you know what that means? You had better wake up RIGHT NOW.

Liz's eyes slowly open.

Isabel composes herself.

ISABEL: This is just a dream, Liz. Wake up.

END DREAM

INT. HOSPITAL ROOM

Isabel opens her eyes.

ISABEL I think she's- Max holds his hand up to quiet her as Liz begins to struggle to open her eyes.

MAX: Liz? Liz....look at me.

Isabel steps back, watching uncomfortably.

She finally turns from the bed and ducks behind the curtain.

Max leans over Liz, trying to make eye contact.

MAX: Come on, Liz. Please... She finally looks at Max weakly, her eyes immediately starting to close.

Max slips his hand behind her head and focuses on her eyes.

There is a FLASH, then another FLASH as he tries to undo the damage done by Gabriel.

His face strains until finally...it's done and Liz slips back into unconsciousness.

Max steps back, releasing his hold on her breathlessly.

Max studies Liz for a moment, hoping that she might wake up.

ISABEL (O.C.): Max, Maria says it's time to go.

Max gently caresses her face, and then turns to go.

Isabel watches him carefully as they exit the room.

INT. HOSPITAL ROOM (LATER)

Liz is awake, with some color in her cheeks.

Her parents are standing in the hallway with Dr.Radney.

Maria crosses to the bed with a cup of water.

MARIA: You look so much better. The doctor is so stunned!

Liz picks at the bandages on her wrist.

LIZ: My parents are so worried. They think I'm suicidally depressed.

MARIA: So you'll be in therapy for a little while. It's no big deal. Youıre alive! Although, there is one complication we haven't discussed yet.

LIZ: What? Maria, what is it?

MARIA: Well...

A KNOCK on the door.

LIZ: Come in.

Kyle Valenti enters with a bouquet of flowers.

KYLE: Liz. Thank God you're all right. Your Mom called and said it would be all right to come over...

LIZ: Kyle! Hi...

He comes over to her bedside and sits as Maria exits with a pained look.

KYLE: Liz, why didn't you just tell me you were so upset? I thought you didn't want to be with me. But I'mglad I was wrong about that.

He smiles and reaches for her hand.

KYLE: Don't worry about anything. We'll just put this whole Max Evans thing behind us.

Liz pauses...then manages to smile back.

LIZ: Yeah...

INT. MAXıS BEDROOM (LATER)

Max enters and sits on his bed.

MICHAEL: About time.

Max jumps and turns to see Michael on his sleeping bag on the floor.

MAX: (tense) Did you find him?

MICHAEL: I found his hotel, but he checked out yesterday and apparently left town. (uncomfortably) There's got to be a reason he did this... right?

Max just stares at nothing.

MICHAEL: Think heıll be back?

MAX: I'm afraid so.

They stare at each other for a moment.

The PHONE RINGS.

Max quickly picks it up.

MAX: Hello?

INT. HOSPITAL ROOM (SAME)

Maria is on the other end.

MARIA: Hi, Max. She's fine. And the doctors are absolutely clueless.

MAX: Great.

MARIA: Yeah. Thanks....again. And tell Isabel thanks, too.

Isabel opens the door to Max's room with a questioning look.

Max nods.

MAX: (whispering to Isabel) Sheıs fine. (to Maria) Tell Liz "hi" for me.

MARIA: You got it. Good night.

Isabel quietly exits again.

Max lays back on his bed, hands under his head. He has a lot of thinking to do.

FADE TO BLACK

FADE IN:
INT. SCHOOL HALLWAY (DAYS LATER)

Max is at his locker when Liz walks by, Kyle's arm draped around her neck.

Liz avoids eye contact with Max.

INT. CLASSROOM (LATER)

In Biology, Liz sits beside Max without speaking.

He steals a glance at her, but she seems lost in thought.

The BELL RINGS and Liz jumps up, books already gathered.

As she passes by Maxıs desk, she drops a note on his book.

Max stares at her retreating form, then quickly closes the book on her note as other students pass by.

He bends over to get his other books and slides the note out of his book.

It reads:
"Meet me in the Eraser Room at 2:00.
-Liz"

INT. ERASER ROOM (2:00)

Max is already there, idly peering through the grate in Miss Topolski's office, who is out for the moment.

He turns around just as Liz opens the door and quickly comes inside.

MAX: Hi.

He looks uncertain as to what to say next.

LIZ: Hi. Um...

She walks closer to him.

LIZ: I wanted to explain why you see me with Kyle again. My parents think that I tried to commit suicide and the only theory they could come up with is that I did it because I...love Kyle. And I honestly couldnıt tell them it was a psychotic alien who tried to kill me. (smiling through tears) I mean, then they would really think I was messed up. So, I had to agree and so, Kyle and I are datingagain.

Max just nods.

MAX: Are you okay?

LIZ: Yeah....I mean, no. It's killing me to be this dishonest with Kyle. He really thinks I'm suicidal without him. And the truth is, the entire time I'm with him, I want to be... (breaking off) I just don't want you thinking that I wanted it this way. Nothing could be further from the truth.

Max steps closer.

MAX: No, Liz, I understand.

LIZ: It wonıt be forever. Just until I can figure a way out.

Max regards her with serious eyes.

MAX: Right. I hate to ask you this, Liz. But I need to know...what really happened that night?

Liz glances down.

LIZ: It's kind of hard to remember. I was already pretty sick. But I...woke up and...he was standing there in my room.

She looks haunted at the memory.

Max's jaw tightens.

LIZ: He was asking me these questions, and kept going on about the FBI being after us and how humans can't be trusted with secrets. (remembering) Oh, he is Michael''s older brother.

MAX: But why didn't he want to see Michael, then?

LIZ: I don't know. I got the feeling that he was just here for me. He said that he didn't want me to betray his brother, or any of you. I'm just glad hedidn't know about Maria.

MAX: (pausing painfully) Did...did he do anything to you? Before he...cut your wrists?

LIZ: No. I don't think so. (crossing her arms in front) One thing I'm wondering, Max. I know this is silly, but...what if he comes back?

Max steps closer and looks steadily into her eyes.

MAX: I won't let him get to you again. I swear.

Liz looks deeply into his eyes, then breaks away.

LIZ: I'd better go. Iım sorry, Max. I may not be able to talk to you for a while. Kyle can't suspect anything. That's why I havenıt called. (looking miserable) It's probably better for you, anyway. I just seem to get you into trouble.

MAX: No, Liz...

As she turns to leave, Max gently takes her shoulders and turns her back around.

MAX: This whole thing happened to you because you knew about us. That's the reason Gabriel saw you as a threat. That's my fault. I should have protected you better...I'm sorry.

Shaking her head, Liz steps close and puts her arms tight around him. She buries her face in his chest and allows a few tears to fall.

Max holds her close.

After a moment, she looks up and smiles through her tears.

LIZ: You can't be sorry. You're my hero.

Max smiles.

Liz stands up on her toes and kisses his cheek.

LIZ: Thank you.

She reluctantly pulls away and quietly exits... ...leaving Max alone...again.

"Oh I am what I am.
I'll do what I want...
But I can't hide.
And I won't go.
I won't sleep.
I can't breathe...
Until you're resting here with me.
I won't leave,
and I can't hide.
I cannot be...
Until you're resting here with me."

--Dido, "Here With Me" (theme song from "Roswell")

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