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Episode 13: The Convention

When Max's boss Milton organizes the "Tenth Annual UFO Convention", Max finds himself playing host to guest speaker Jonathan Frakes, while trying to avoid a dangerous confrontation with Larry and Jennifer.

Michael is talking to some guy about aliens when Isabel snatches him away.

Michael: Hey I wasn't finished talking to him.

Isabel: I want to get the hell out of here. This place is psychologically damaging.

Michael: Hey, I've got no choice here. We've got cave paitings we don't understand. We've got Nasedo sending us messages. This place could hold the answers to everything.

Isabel: Yah, I'm sure it's a real Mecca for factual information.

Max in costume: Save me, save me, I'm a human trapped in an alien body.

Isabel: Excuse us.

Max takes off alien head.

Isabel: You realize we've just lost our last shred of dignity.

Max & Michael are in the office talking.

Max: Michael, I've got to talk to you about something...personal.

Michael: Nothing's too personal.

Max: How'd you do it with Maria.

Michael: Too personal.

Max: No, I mean how did you stop? I can't stop thinking about Liz. Everytime I see her she starts going into slow motion.

Michael: Maxwell, you've gotta be strong. You can't let yourself be led about your.... energy source. It wasn't for me either but you've gotta throw yourself into something else.. anything else to get your mind off.

Max: Throw myself into something.

Max in the information booth and Liz comes down.

Michael: Mud.

Max: What?

Michael: When you're with her think about mud.. it helped me.

Max: Michael, I don't need some trick. I can handle this.

Liz: Hi. um. I just wanted to talk about the luncheon that we're catering.

Max: Oh yah if it's work related sure. It's just that I'm kinda busy.

Liz: Okay, um.. I'll just come over. It's just that um.. Larry and Jennifer are back. You know, the ones that were there the day I got shot. And now Jennifer won't leave. She just planted herself in the CrashDown. She's been sitting there for hours and it kinda feels like she's been watching me. So I came here to tell you that they're here in case anything should happen.. [voice fades away]

Max: Mud..

Liz: What?

Max: pie.. Mud pie. For the lunch the CrashDown is catering tomorrow. I was thinking about Mud pie.

Liz: Okay, I'll see if I can arrange it.

Max: I gotta go.. really busy.

Liz, Maria, Amy Deluca, and Alex at the CrashDown talking.

Liz: Here you go .. drown your sorrows.

Amy: Oh, girls girls girls. If I'd known real life was gonna be this difficult I never would've signed up.

Alex: You guys look as good as I feel

Liz: Rootbeer float?

Alex: No, umm orange soda on the rocks.

Amy: Hmm..Girl trouble.

Alex: Oh it's that obvious. Great hey listen let me ask you guys a question. As women, do you find that all men are obsessive?

Women: Yes.. absolutely.. no question.

Amy: They find something..

Maria: usually something completely innane.

Liz: Oh, like football.

All: or UFO's

Amy: And then they just don't let it go.

Jennifer: Until it consumes every minute of their waking day. Sorry. Couldn't help but deeply relate.

Liz: Yah, but then they use it as an excuse.

Amy: Oh whenever it's convienient for them.

Maria: To just completely ignore you.

Amy: Yah, and it's so clear why they're doing it.

Liz: Oh, yah, it's an avoidance thing.

Jennifer: They hide behind their obsession.

Amy: Because what they really are is afraid.

Maria: Deathly afraid.

Liz: of commitment.

Alex: Okay I got it. Crystal clear. But what if uh, theres a guy whose obsession is a woman.

All: Oh, yah.. dream on.

Amy and Maria rush to see if "Ernie" is okay from fighting.

Amy: Ernie.. oh my god. Are you ok?

Takes off mask.

Michael: I'm just resting.

Amy: Oh you dear, dear boy. [kisses Maria]

Michael: It was easy money.

Maria going to kiss Michael.

Michael: Mud

Maria: What?

Michael: Mud. I'm thinking about mud.

Maria: Why do I even try?

Episode 14: Blind Date

To get over her "break up" with Max, Maria enters Liz in a blind date contest. She wins the contest and causes Max and Kyle to "bond" over their similar situations.

Liz is sweeping at the CrashDown while listening to the radio.

Radio guy: Here to crown our winner at one of our finer local establishments the CrashDown Cafe. Looking for our new Queen of Hearts, Miss Liz Parker.

Maria: Oh my gawd, oh my gawd.

Liz: I didn't even enter Maria.

Maria: I entered for us.

Radio guy: Hey what's running through your mind right now Liz?

Liz: Oh, um, heh, um..nothing I can say on live radio.

Kyle comes to talk to Max.

Kyle: Evans. I know your pain man.

Max: I'm just fine, Kyle.

Kyle: I was in denial in the beginning too. I mean, one minute she's telling me I'm the only one, the next she's making "goo goo" eyes at you. I can't deny it hurt. All break-ups do, huh.

Max: We didn't break up, Kyle.

Kyle: Max, Max, Max, don't do lie to yourself like this.

Max: We didn't break up because we were never together.

Kyle: She really did a number on you didn't she? But I've come to realize that's her pattern, her M.O. She's a maneater. And I pity the fool that radio station fixes her up with cuz she's going to fall in love, and then the hunger begins all over again, cya!

Max takes a sip of alcohol.

Kyle: Do you feel dizzy?

Max: My tongue.. feels very.. heavy.

Kyle: You really don't drink do you?

Max: Never..

Kyle: You my friend are drunk.

Max: This much.[shows his fingers]

Kyle: What a wussie.

Max: [laughs] Did you just call me a wussie?

Kyle: I believe I did.

Max: Do you see that mailbox? I'll beat you to it. On your mark... go!!

Kyle: It's get.. you said.. you skipped get set.

Kyle trying to find Max after he ran off.

Kyle: Evans. I know you're here somewhere. You weren't that far ahead of me. [whistles] Here Maxy Maxy Maxy.

Max: I want to thank you Kyle. For giving me a new outlook on things.

Kyle: How the hell did you get up there?

Max: I used the ladder.

Kyle: [looks around] There is no ladder.

Max: Well, yah, now.

Kyle: Whatever, get down before you break your neck, and everyone blames me for getting you trashed. Maybe getting you drunk wasn't such a good idea.

Max: No, you were right.

Kyle: I was?

Max: Yah, all the stuff you said, about me, about Liz. I've been keeping all this stuff inside. Not confronting the horrible, ugly truth of it all. I've been hiding for years Kyle.. years. But it's time the real Max comes out.

Kyle: He wouldn't be gay by any chance would he?

Max: You're funny Kyle. You're really funny. No matter how much of a jackass you're being you always know how to turn a phrase

Kyle: You think I'm a jackass?

Max: Yah, see, see, secret keeper Max never said it to your face. But the real Max... he'll tell you everything he thinks. No inhibitions.. you should try it.

Kyle: Okay let's be brutally honest with each other shall we? You and Liz are in love..

Max: No flies on you Kyle.

Kyle: Okay so then why aren't you together?

Max: The problem is.. I'm a serious, dark haried mystery man from an exotic place.

Kyle: [laughing] but that's exactly what she wants.

Max: Women.

Kyle: Yah, go figure. We're a couple of big fat losers here Evans.

Max: Well, thats a little harsh don't you think.

Kyle: Harsh, but true. Well, the point here is we let ourselves sink. I mean look at us we're beaten.

Max: Not unless we give up.

Kyle: Well, in case you haven't noticed, we're here in the gutter and she's off smooching with dog boy.

Max: We're going to win her back.

Kyle: We are?

Max: We're going to show her how we feel about her and she's gonna forget all about Mr. Shallow and come back to us.

Kyle: Shellow

Max: Come on!

Kyle: Well, how do we split her up exactly? Every other week, Mondays, Wednesdays, Fridays, alternate Saturdays?

Max and Kyle go into Liz's bedroom.

Kyle: Top drawer. Always lingerie. Dare I?

Max changing Liz's picture.

Kyle: The secrets of femininity, so close. Who knows what I may discover.

Liz comes in.

Liz: Kyle, what are you doing. Max?

Max: Now, Liz, before you come to any conclusions. I think you ought to know that we are really, really drunk.

Date: Who are these guys?

Kyle: The ex's. The rejects.

Max: Actually if you must know, we're here to win her back.

Liz: Kyle what did you do to him?

Max: Now don't go telling her anything we were talking about tonight. It's private.

Kyle: You secret's safe with me pal.

Liz: Um, look, um, Kyle anything that Max has told you or anything you've seen him do tonight is a lie. Cuz, Max, um.. he has this problem.He when he's drunk he sort of has this tendency to make things up. Right Max?

Max: But this is the first time I've ever been drunk.

Liz: Would you two just excuse us..

Date: No, this is supposed...

Kyle: This is none of your business Shallow. And you're looking at 160 lbs. of varsity Greco-Roman wrestler that's going keep it that way.

Date: Is that a fact?

Kyle: Uh uh uh, no.

Liz: Okay Max, we just gotta get you somewhere safe until you sober up.

Max: I don't think that's going to happen.

Liz: Why not?

Max: All I had was one little sip.. and it's not wearing off. You like it?

Kyle from inside: I said sit down dog boy!

Date: Liz, what's going on out there.

Kyle: I can't hold him back much longer.

DJ: I knew it, Doug's already maneuvered his way into the bedroom with.. another guy?? This is about the wackiest thing I've seen in a long time. Doug in the bedroom with another guy while another dark haired mystery man steals Liz away into the night. Wait a minute what's this? Ladies and gentlemen who is M.E. and what has he done with our dream girl.

Max & Liz running...

Liz: Max.. Max, wait we have to stop. Please we have to stop.

Max: Let's just keep running. You and me away from here, away from everything. I see everything so clearly now. We'll go someplace where no one knows us. As long as we're together nothing else matters.

Liz: You're drunk. Nothing that you say is true.

Max: It's all true, Liz. It's how I feel. It's all just magic when I think about you.

Max makes the street light spin.

Liz: Max, turn it off anyone can see.

Max: And when I'm not with you, I go crazy.

Max makes car alarm go off.

Liz: Max...

Max: When you're here.. car alarm turns into lullaby

Liz: Max.. please...

Max: You're my dreamgirl Liz.

Liz: And what if I believe you tonight.

Max: Then we live happily ever after.

Liz: And then what about tomorrow when you go back to realizing who you really are and all your fantasies go away.

Max: I'll still have you.

Liz: It could never be normal Max.

Max sets parking meters sparkle.

Max: What's so great about normal?

Episode 15: Independance Day

The mysterious fourth alien is revealed to be a shape-shifter watching over Max, Isabel, and Michael after Michael's home situation reaches a crisis point resulting in a violent confrontation with his foster father Hank.

Liz and Maria talking at school.

Liz: I don't even know how to explain it Maria. Are you listening?

Maria: I'm listening.

Liz: When Max kissed me it was like. I don't know. Okay, it was like I saw things. All right, I could feel the universe.

Maria: Okay, okay stop stop stop

Liz: What?

Maria: I have just the thing for you all right. Open your mouth.

Liz: What?

Maria: Just open your mouth okay.

Liz: Okay fine. Ugh.. my.. that's really gross what is it? What is it?

Maria: It's grief relief

Liz: What?

Maria: I got it from my mother's shop. Its this herbal remedy that shocks the body back into reality when the mind has gone into overload. Veternarians use it to calm wild animals.

Liz: Oh well, that's.. that's great

Maria: Here you can have this and anytime you feel yourself spiraling out of control, put 4 drops under your tongue okay?

Liz: Okay.

Max coming down the hall.

Maria: Now would be a good time.

Maria looks out her window and sees Michael. She puts a few drops of "grief relief" in her mouth.. then chugs the whole thing.

Maria: What are you doing out there? No, you can't come in. No, I know why you're here. All right, I know what your plan is. I know what you want. But it's not gonna work this time mister. Okay no matter what you say, my answer is No, No, No, No, NO! Michael standing in her room.

Isabel sitting in her room.

Isabel: I thought I locked that door.

Max: Um...yah, yah you did. What are you doing?

Isabel: [sighs]You see this? This is all I know about who we are. These stones that River Dog gave us at the cave when Michael was sick. They're the only thing we have from the place we came from. It's the first time I realize we have a home somewhere. A real place. They don't mean anything. Not without Michael.

Episode 16: Sexual Healing

Liz and Max give in to their feelings for each other, and their kisses connect them telepathically. Liz sees images that may be Max's memories of his trip to Earth, while Max experiences visions of Liz's past. Meanwhile, Michael and Maria experiment with their own make-out sessions, and Isabel despairs in her solitude.

Liz in shower at school.

Liz: It's February 20th. I'm Liz Parker, and lately I've been having these feelings.. like I'm changing, inside. And part of me doesn't want to change. Part of me always wants to be my mom's little girl. And the thing is.. these feelings are strong, and dangerous, undeniable. It's like I have no choice, like chemical. Looks around shower and everyone is gone. Then she sees Max

Maria: Liz, nice strawberries.

Liz wakes from her daydream and knocks over strawberries.

Maria: Are you okay?

Liz: Yah, I'm fine. Max walks into the CrashDown.

Maria: You have a visitor. Takes a bite of a strawberry. Mmm sweet.

Max: Hey

Liz: Hey

Max: I hope this isn't my fault.

Liz: Why would this be your fault?

Max: If I startled you.

Liz: No, you know I always knock over strawberries this time of day. Always. I'm just gonna get more berries.

Max: Wait, here's another one.

Liz: What are you doing here Max?

Max: I have orders from my planet to take over the Earth.

Liz: Besides that.

Max: I want to make sure we can still be friends.

Liz: Yah, I mean we are.

Max: Good.

Liz: Why wouldn't we be?

Max: We really haven't been able to talk since that night.

Liz: Max, alot of people do alot of dumb things when they're drunk. Anyway I understand.

Max: And we're friends.

Liz: Yah. We're friends

Max: Just friends.

Liz: Yah. Max and Liz kiss... Liz has a vision.

Maria goes to the meet Michael on the bleachers.

Maria: Oh, Michael hi.

Michael: Hey.

Maria: Did you hear?

Michael: The Max-Liz thing with the flashes.

Maria: That Max and Liz have discovered some new sensation. It seems somewhat unlikely.

Michael: Extremely unlikely. Michael and Maria under bleachers kissing.

Maria: Michael.

Michael: What?

Maria: I can't believe it.

Michael: What.. what did you see?

Maria: I saw, a cluster of stars like shooting through space. This like incredible sunset like near the rings of Saturn. Did you see anything?

Michael: Yah I saw you, as a little girl. Trying to tie her shoe laces on her red sneakers.

Maria: You're kidding, the red sneakers?

Alex comes to see Isabel during lunch.

Alex: You ok?

Isabel: Mm hmm. Now I have that little piece of skin hanging down when the pizza's too hot.

Alex: Yah, well um.. speaking of hot, this whole Liz-Max thing. Well, I was just wondering you know, in the interest of science, kissing being purported to provoke these certain insights, I wanted to offer myself as a-- a human subject available for experimentation.

Isabel: It's not going to happen Alex.

Michael and Maria kissing.

Maria: Michael?

Michael: Uh huh.

Maria: This feels really good.

Michael: Uh huh.

Maria: These visions or flashes, or whatever... I'm not completely sure I've actually really had one.

Michael: What do you mean you're not completely sure.

Maria: Michael, I uh.. faked it ok?

Michael: Why would you tell me that.

Why? Because I want us to be close.

Michael: You think that makes us close.

Where are you going?

Michael: How do you expect me to react?

Like a person.. talk to me.

Michael: Yah, well I could act like a person but then I'd have to fake it.

Liz in the girls locker room. Maria tells her to look in the mirror. Max comes in through the back door.

Liz: Max!

Max: Liz.

Liz: What are you doing here?

Max: I just.. I wanted to see you.

Liz: Here?

Max: I had to know if something was real.

Liz: If what was real?

Max: Well, just like you've seen things. I've seen things. And one of those things. Looks at the shower.

Liz: You saw my fantasy?

Max: I had to know if.. what I saw was really from you. Or if it was just my imagination which it definately could've been.. except I've never been in the girl's locker room. And now that I see it.. it is the same room. I know I didn't make it up.

Liz: This is really horrible.

Max: No, Liz. It's incredible really.

Liz: This is not incredible.

Max: Wait please, listen, please. The main thing is.. I didn't just see what you saw, I felt what you felt when you saw me. And I never thought anyone could ever feel that way about me.

Isabel: That would mean each of us has this information in some part of us we're just not conscience of.

Michael: Or she's getting messages from somewhere or someone else?

Isabel: Nasedo?

Michael: I don't know. I mean why did she see the crash, the soldiers. Maybe it was all planned this way. That this is how we'd find out who we really are. By connecting with humans.

Isabel: Connecting?

Michael: The more they connect the more we find out.

Max: Uh, listen Liz is on her way over.

Isabel: Okay we'll leave.

Max: You guys don't have to leave.

Michael: Go for it Maxwell, for the good of all mankind, you lucky undeserving dog.

Max: Michael that's not what this is about for me.

Michael: Don't make me beg you to do what you and Liz obviously want to do anyways. I really don't see a problem with it.

Max: The problem is treating someone I care about like a thing. To be used.

Michael: What and that's what I'm about, is that what you're saying.

Max: The words are coming from your mouth Michael

Isabel: Okay you guys stop, enough.

Michael: Listen Maxwell, you are a sensitive guy. And you have available to you one of the top three seduction lines in history, with "It's going to help me find my home planet. And you're refusing to use it. No guy is that sensitive. Use it.

Isabel turns off lights, and snaps her fingers. Candles light up.

Michael: Nice.

Isabel: Mmm..


Liz: Hi

Michael: How's it going

Liz: Strange

Isabel: I'll bet

Michael: All right we're leaving now. But I've got some Chaka Khan cued up in the CD player.

Isabel: We're leaving, bye.

Liz: So you told 'em huh.

Max: Yah.

Liz: And now everyone's sort of just cheering you on like at a football game.

Episode 17: Crazy

FBI Agent Topolsky reappears in Roswell to warn the aliens she once tried to expose that they are in danger. To gain their trust she agrees to disclose top secret evidence, but it falls into the wrong hands when she is intercepted by her superiors.

Episode 18: Tess, Lies and Videotape

Tess tries to win the trust of the aliens by returning their mysterious orb.But when Michael finds a hidden surveilance camera in his apartment, he has Liz plant it in the home of Tess and her father.

Episode 19: Four-Square

Convinced that Tess is the shape shifting Nasedo and poses a dangerous threat to the safety of the aliens, Max angrily confronts her in the desert, but is stunned when she reveals the secret of her identity and the birthplace of all the aliens.

Episode 20: Max to the Max

Deciding that FBI agent Pierce must die, the shape-shifting alien Nasedo masquerades as Max and kidnaps Liz in order to trick Pierce. When Sheriff Valenti and the real Max follow Nasedo to rescue Liz, Max is finally captured by the FBI.

Episode 21: The White Room

Episode 22: Destiny

Max tells Liz everything he knows about Tess, including the fact that she may be his intended mate; Tess learns Nasedo might not have made it out of the military base. Elsewhere, Michael uses his powers in front of Sheriff Valenti.