FanFic - Max/Liz
"A Whiter Shade of Pale"
Part 8
by Anne
Disclaimer: Yeah, right! I'm so sure if I owned any of this stuff, I'd be spending my time writing fanfiction. (sorry, feeling a little out of sorts today, no doubt spoiler related--my attitude, not this story).
Category: Max/Liz
Rating: R
Authors Note: Lyrics by Extreme
Max locked the door of the eraser room for the second time that day and turned to face Liz. Her expression was significantly different from the one she had worn that morning. Her eyes were wide and a little shocky. Her lips trembled, and his heart ached for her. What had he done to her? Would she be able to accept it?

Liz: (shaking) "M-max. My c-cells and blood, look j-just like yours." (swallowing around the lump in her throat)

Max: (wrapping his arms around her and holding her close) "I know, baby. I'm sorry." "I shouldn't have let myself . . . . "

Liz (brittle laugh): "Like I left you a whole lot of choice there, Max." "I practically begged you."

Max: (mind racing over all the implications): "Are you sorry now Liz?"

Liz: (forcing herself to think about his feelings and putting her fear aside) "No. I'm not. I guess maybe I should be, but I'm not." "Please don't ever think that."

Max: (relieved more than he cared to admit) "I'm glad. I am so glad. Liz, everything will be all right."

He could feel the tremors coursing through her body. He wished there was some way he could make it all better for her, but . . . .

Liz: (choking back more tears) "You know what's funny?"

Max: (wiping tears off her face) "What?"

Liz: "I used to try to put myself in your place and understand how you feel, and I really thought that I had. Now, I can see that I didn't have any idea."

Max: "Liz, don't worry. You're not alone. You have me. You have Michael and Isabel, too. I know that may not seem like a lot right now, but . . . "

Liz: "You're wrong. Just you is more than enough. I'm sorry I got so upset. It's just a little shocking."

Max: "I'm going to need to tell Isabel and Michael what we found out. Do you want to be there when I do?" (hoping she said yes, because she needed to accept the fact that she was one of them now)

Liz: (feeling the reality settle in all around her) "Yeah. I think I should be there."

Max: "Good. I'll get them to meet us at Michael's later tonight."

Liz: "O.k."

Max: "Do you think you can finish your last class, or do you want me to take you home?"

Liz: "I can do it."

Max (very proud of her): "O.k. We better get going then." (starting to pull away from her)

Liz: "Max . . . wait."

Max: "What?"

Liz: "I love you."

Max (hugging her again): "I love you, too, babe.


That evening, six people sat together staggered by what they had just been told.

Isabel: "I knew something was up with you two." "I just knew it!"

Alex: "What are you saying? Liz is an alien now. Just like that."

Max: (dryly) "Not exactly, just like that."

Alex: "Yeah . . . I, uh, gathered that."

Liz: (coping better now than she had earlier in the day) "We ran some tests. It's more than just the tabasco sauce and temperature change. We checked some skin and blood cells, and mine are identical to Max's now."

Michael: "Well, I guess that explains the glowing hands thing."

Liz: "Yeah, I guess. When Maria and I were talking this morning, I had a feeling that Max was looking for me inside the school. I can't explain it. I just knew."

Maria: "Oh my God." "Liz." (reeling from shock) "You are one of them now?"

Michael (biting back a sarcastic remark) (gently): "It's not like a disease Maria. She'll be o.k." (putting his arm around her)

Isabel: (solemn but completely serious) "Welcome to the family, Liz."

Alex: "Not to be completely indelicate here, but, how could this actually happen?"

Liz: "I've been thinking about that, and I've come up with a theory . . . (blushing but pushing bravely forward) . . . I think it had something to do with the type of birth control we used."

Alex: "I don't follow."

Liz: (throwing embarassment out the door--it was too late for that now anyway) "We used pills, not condoms. It had to have something to do with the exchange of fluids."

Alex: "If that were true, then wouldn't it include kissing."

Liz: "I don't think so. First of all, we've all done that and no one else has experienced anything strange. Secondly, well . . . wrong fluid." (looking at her hands)

Maria: "What do we do now?"

Max: "Nothing. We just act completely normal."

Maria: "You're kidding, right?"

Max: "No, I'm not."

Maria: "Right . . . . normal." (eyes focusing across the room on the wall)

Max: "We just wanted you guys to know, in case anything else happens, and so you can be careful yourselves."

Max took Liz home, and Alex and Isabel left at the same time. Michael sat close beside Maria, but neither one had much to say. They were each lost in their own thoughts. Michael wasn't even sure what he was feeling, but somewhere underneath it all he was worried about Maria. She was not taking this well. Maria was thinking about the plans she had made, and how close she had come to walking a mile in Liz's shoes. What concerned her most right now, was that in some weird way, even knowing what she did, she still wanted him. She was more than a little surprised at herself. The risk was incredible. How could she even consider a sexual relationship with Michael now? Ludicrous. Well, maybe, but still . . . .

Michael: (turning to look at her) "Are you going to be o.k.?"

Maria: "Me? Of course. Liz is the one who . . . "

Michael: "Maria, I know it's freaking you out right now, but she really will be o.k. Different, but o.k."

Maria: "Are you sure? I mean, how can you know that?"

Michael: "I just do. I can feel it."

Maria (feeling so on the outside now): "It must be nice to have all these 'feelings'."

Michael: "Sometimes it is. Sometimes it isn't."

Maria: "What do you mean?"

Michael: "In this case it's good to know that Liz will be alright, but it's those same feelings that drive us crazy trying to find out where we're from and drive us to find a way home."

Maria: (taking a deep breath) "I think I understand."

Michael: "Good."

Maria: "I think I'm just gonna go home now."

Michael: "See you, tomorrow?"

Maria: "Yeah. Lunch?"

Michael: "Why don't we go somewhere . . . "

Maria: "O.k."


Max and Liz are sitting outside the Crashdown in the jeep.

Max: "Are you sure you're o.k.?"

Liz: "Yeah. I'm fine, Max. No problem."

Max: "Call me if anything at all happens."

Liz: "I will. I promise."

Max: "I'll call you after I get home anyway."

Liz: (smiling) "O.k."

Max leaned over then and placed his lips on her forehead, closing his eyes and breathing in her scent. It was going to be a long night. He placed tiny little kisses over both of her eyes and the tip of her nose, before closing his mouth over hers. She tasted so sweet. Liz parted her lips underneath Max's and sighed as their tongues met. She hated being apart from him at night. It felt so wrong. The only time she really felt at peace was when they were touching, even in the smallest way, it was enough to banish her unease. Liz leaned in closer to Max, pulling him toward her with her hands grasping his shirt. Max wanted to lay down with her so badly, but this wasn't the time. It was getting really late, and the last thing they needed at this point was suspicious parents. He pulled back slightly, and whispered into her mouth, "Liz. We have to stop. You need to get inside." Liz practically groaned out loud, but she knew he was right. Max grabbed her hand and gave it a squeeze, saying "C'mon, I'll walk you inside." They said a very quick good night at her door in order to keep from torturing themselves any more than they already were, and Max left to go home.


Friday night finally arrived amidst a flurry of activity for Alex and Maria. Even though she had practiced until the wee hours of the morning, Maria still felt nervous. It was bad enough, but tonight, would be even worse, because Michael would be there . . . watching . . . and hearing the words in a song that she wished she could say to him. Some of her nervousness stemmed from the song she had chosen. It had taken a great deal of whining on her part to get the band to accept it, but in the end, they had. Even more, though, she was nervous about the decision she had made. She loved Michael and she wanted him. Somewhere over the past few days, she had come to the conclusion that no price was too high to pay. Who knows? Maybe condoms were the answer. She didn't know, but she was ready to find out.

Max picked Liz up and they headed to the club. Max was glad they were doing something normal for a change. Their lives always seemed to be so frenetic. He wanted to just relax and enjoy being with Liz tonight. She looked incredible. His body responded to the sight of her in the usual way. He was actually getting used to it. Sort of. She was beautiful, of course, but it was something more than that. He couldn't quite put his finger on what it was, but something was different. Her hair seemed shinier than usual and her eyes were deeper. Her skin fairly glowed, but not in a weird way. His eyes ran over her taking in every detail of her appearance. He frowned a little as he tried to figure out what it was . . .

Liz: (wondering what he was staring at) "What?"

Max: "I don't know. You look . . . different."

Liz: (laughing a little) "Different bad or different good?"

Max: (puzzled) "It's good . . . I just can't . . . "

Liz: (cutting him off with a kiss) "You can figure it out on the way. We're late."

Max: "O.k. Let's go."


At the club, Max and Liz joined Michael and Isabel who were already there. The band had already started the set, and everyone in the club seemed to be thoroughly impressed with them so far. Maria was doing o.k. so far, once she was singing the nervousness fell away. It was just the time right before getting on stage that almost did her in. Right now she was totally absorbed in the music and almost unaware of the audience. It felt wonderful.

Liz (whispering to Max): "Did you figure out what it was?"

Max: (shrugging) "Not really. "You were already the most beautiful girl I've ever seen. Now, you're just more so."

Liz: (smiling) "Thank you." (quietly) "Watch."

She turned Max's hand over where she had been holding it, and she slid her other hand over the back of it. At first, he couldn't really see any difference, but then she pulled his other hand up and placed them side by side on the table, and he was astonished at the change. If he hand't seen them together he never would've known. The skin on the hand that she had touched was completely flawless and the color was perfect. It even felt different . . . softer. He looked at her, and realized what she was saying. She could change molecular structure now, too. He silently communicated to her to change it back, and she did. Then he intertwined their fingers again and stared at her tiny hand in his. Liz leaned over and kissed him on the cheek. It felt warm and soft and he wanted so much more. Just then, Maria's voice broke the spell, and they both looked toward the stage.

Maria: (surprised that she wasn't about to faint) "Our last song tonight is a little different and it's dedicated to . . . well, he'll know." Maria steps back and the music starts. She closes her eyes and begins to sing . . .

Saying I love you is not the words I want to hear
from you. It's not that I want you not to say, but
if you only knew how easy it would be to show me
how you feel, more than words is all you have to
do to make it real. Then you wouldn't have to say
that you love me 'cause I'd already know . . . .

Max and Liz got up to dance and Liz thought that she had never felt so wonderful in her life. It was surreal. She whispered to Max, "What are we doing after this?" Max looked down at her and smiled, "We're going to be alone if that's what you're asking." Liz smiled and nodded and relaxed into the dance once more.

What would you do, if my heart was torn into?
Then you couldn't make things new, just by
saying, I love you.

Michael sat forward in his seat and stared at Maria, as the words to the song sank into his heart. Her eyes were open now and she was staring at him, too. He could hardly believe what he was hearing.

What would you say, if I took those words away?
More than words to show you feel that your love
for me is real . . .

Isabel had been watching Alex all night, and she was proud of him. A couple of times he had met her eyes and smiled at her, and it made her feel like the only girl in the room. He was someone so special, and deep down she knew she was falling in love with him.

Now that I've tried to talk to you and make you
understand. All you have to do is close your eyes
and just reach out your hand, and touch me, hold
me close don't ever let me go . . .
More than words, is all I ever needed you to show,
then you wouldn't have to say that you love me,
'cause I'd already know . . .

The song ended and Maria thanked everyone in the audience and said goodnight. She turned to walk backstage with the band and then she changed her mind. She turned back around and walked across the stage and down the steps. Michael was on his feet and met her half way. She walked straight into his arms and knew she was home. Even if home was on another planet.

Michael: "Are you sure you want this, Maria?"

Maria: "You ask me that after I serenaded you in a public place?"

Michael: "I see what you mean."

Maria: "I can leave now if you're ready."

Michael: "Let's go home."

Alex comes out a few minutes later and sits down at the table across from Isabel. She smiles at him, and he can't remember the last time he was so glad to see someone.

Alex: "So, what did you think?"

Isabel: "You guys were fantastic, Alex."

Alex: "Thanks. Maria really made a good choice with that song and we fought her every step of the way." (shaking his head)

Isabel: "Maybe, next time you should listen to her."

Alex: "Yeah . . . maybe." "Where are you off to now?" (resigned)

Isabel: "No where. I don't . . . have any plans tonight."

Alex (brightening): "You don't?"

Isabel: "No."

Alex: "Wanna hang out with me . . . rent a movie . . . ?"

Isabel: "That sounds really great."

Alex: "Let me grab my stuff and we'll go."

Isabel: "I'll wait here."


Michael opens the door to his apartment, without breaking the kiss he was currently engaged in. He put his hand over the lock and breathed a sigh of relief when it actually opened instead of exploding. He shoved the door open and pulled Maria inside walking backwards. They only made it as far as the couch. Michael pulled Maria down beside him and then quickly under him. Maria opened her mouth and pulled his tongue deeper inside her mouth. He struggled out of his jacket and threw it on the floor. Maria wriggled underneath him trying to get closer and ease the aching in her body. In a rare flash of awareness, Michael slowed down , running his hands down the sides of her face and kissing her gently now. Maria looked at him with wide confused eyes. He stood up then, and held his hand down for her to help her up. She took it and Michael pulled her into the bedroom and shut the door.

On the other side of that door, Michael slowly pulled Maria's sweater up and over her head. She was so beautiful, perfect. He stared at her and didn't miss the way her body changed as he looked at her. In a hoarse whisper he said, "I know I asked you before, but if you have any doubts, Maria, now would be the time to tell me."

She looked up at him and the certainty reflected in her eyes was all that he had been waiting for. He stepped forward and kissed her again, pushing her down on the bed and following her there pulling her underneath him once again.


Max and Liz have been driving for quite a while now, and she leans over and rests her head on his shoulder. Max puts his arm around her shoulders and holds her close to him.

Liz: "You never did tell me where we were going, Max."

Max: "It's a surprise."

Liz: "I seem to remember you telling me something like that before."

Max: "Yes, I did." "And, you did your level best to torture it out of me before we got there sabatoging the whole project as best I remember."

Liz: (laughed) "I am so happy, Max." "It's strange.

Max: "I know what you mean. Everything's been so crazy. I feel it, too, though. Happy, I mean."

Liz: "Max, I think you should hurry and get whereever it is we're going."

Max: (concerned) "Why?"

Liz: (looking at his lap) "Do you really want me to elaborate?"

Max: (swallowing hard and fighting down the reaction she had cauesd) "No. I do not want you to elaborate." "I will personally turn you over my knee if you start this again before we get there."

Liz: "Really? Wow. That sounds . . . exciting." (grinning mischieviously)

Max: (a little shocked) "Liz!" "I can't believe you said that."

Liz: (laughing) "Neither can I." (laughing harder)

Max: (a little desperate) "Behave yourself. Please!!!"

Liz: (sitting back) "O.k. I wouldn't want to mess up your surprise . . . . " (still grinning)

Max: (teasing) "Liar."

Liz: (chuckling) "Well, what can I say? Priorities are priorities . . . "


Alex and Isabel have settled in for the evening with a movie, popcorn, soda, and even some candy. They sat down on the floor of the living room in front of the t.v. and pulled the coffee table in front of them with all their snacks spread out on top of it. It was a remarkably intimate experience to sit here together this way. Contributing to the sense of intimacy was the fact that Alex's Dad was away on business and the house was empty except for the two of them. The movie started and Isabel absently reached up to get the popcorn. She stopped abruptly as her hand collided with Alex's. He looked from the screen to their hands and blushed a little, mumbling an apology. Isabel smiled to herself and decided she could have a whole lot more fun than watching this stupid movie.

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