Michael: [they run up to a computer screen and he points.] We gotta breach in section Charlie.

Isabel: That must be where they are.

Michael: Lets go this way here!

[They run down the hall. They stop in front of a door.]

Michael: That's it! [They both use their powers to open the door. Fire blazes through the door. They try to use their powers to put it out.] I can't put it out!

Isabel: Valenti! Max! Are you in there?!?

[Valenti comes running out through the fire screaming. He falls to the floor gasping for air and coughing.]

Isabel: [sits beside him.] Where's Max? Jim, where's my brother?

Jim: Dead.

Isabel: [jumps up.] No. No! [she tries to go in after Max.] No!

Jim: [grabs her.] Come on, this whole place is going to blow up!

Isabel: [trying to break free.] No! Just give me a second!

Jim: He's dead I said!

Isabel: [screaming] No! Noooo!! No! No!

Jim: Michael, come on! [he starts to leave.]

Isabel: Michael, no!

[Michael stares into the fire filled room.]

Jim: Lets go! [he runs away with Isabel.]

[Michael reluctantly follows. Michael runs out of Meta Chem to where Isabel and Jim are waiting.]

Jim: He was on the floor. Flames were coming up from his body. It started the fire.

Isabel: [her arm is around Michael's shoulder.] No. He can't be dead. He can't be dead!

Jim: I tried to get to him, but his body collapsed into dust.

Michael: There they are.

[Jim and Isabel look over to where Michael is looking. They see the lady, her husband, and the two men running to the car.]

Jim: Yeah, but they're armed. [Isabel and Michael run to them.] Wait, damn it!

Lady: [sees them. To the man beside her:] Take care of them.

[Michael and Isabel stop about 10 feet in front of them. The lady and her husband are now in the car. The two men start firing at them. Michael and Isabel use their powers make the men fly through the air and fall a few feet back onto the ground. But it's too late. Isabel is shot and falls to the ground. The car speeds away with the two men inside.]

[Michael kneels beside Isabel. Jim comes running up to them.]

Jim: Give me your shirt. [Michael takes off his shirt and give it to Jim.]

Isabel: Max. Max.

[Jim puts the shirt on her wound. It looks like she got shot in the stomach.]

Jim: You're gonna be all right. Just hang on.

[Isabel screams in pain.]

Isabel: Max.

[Jesse runs over to them.]

Jesse: Isabel!! [he kneels beside Isabel.] Oh my god!

Jim: She was shot. I don't know how bad it is.

Isabel: [whispering.] I'm sorry. I'm sorry.

Jesse: [takes his cell phone out of his pocket.] I'm calling an ambulance.

Michael: [takes his cell phone.] No. No! No! No!

Jesse: What's wrong with you?!?

Michael: No ambulance. No hospital.

Jesse: She'll die you idiot!! [he punches Michael with all his might. They both fall to the ground. Michael drops the cell phone and Jesse picks it up and starts dialing. Michael wrestles Jesse for the phone.] What the hell is wrong with you?

Michael: [on top of Jesse pinning him down.] No you can't take her to the hospital. You can't!

Jesse: Why? Tell me why.

Michael: Because your wife isn't human. Okay. Understand that. Your wife isn't human.

Jesse: [pushes Michael off of him and stands up.] Stop the crap!

Jim: Ramirez! Look! [Electricity is coming from Isabel's hand.] It's true Jesse. I know you don't want to accept it, but it's true. She's not human.

Jesse: What...

Michael: She's an alien. We both are.

[Opening Credits.]

[Liz and Maria are walking outside. Maria is on her cell phone.]

Maria: Michael it's Maria, please pick up the phone, cuz Liz has this completely wrong idea that something has happened to Max and I-- I really just need someone in Roswell to pick up the phone. [hangs up.] Maybe I should try Isabel and Jesse. They might all be at the movies or something.

Liz: Max is dead. I know it.

Maria: Look we don't know anything yet, okay? I mean, just because you have this feeling, and I really respect the connection you and Max have or whatever, but we don't know anything yet. Okay?

Liz: I--I need some time. [she walks away.]

Maria: Okay, but when I get in touch with someone, and this turns out to be whatever it turns out to be. I'm gonna go find you. Okay?

Liz: Yeah.

Maria: [redials Michael's number and mutters to herself:] Oh Michael, Michael, Michael. Please.

[A van is speed down the road, beeping at cars in its way. A phone is ringing.]

[Jim is driving the van. Jesse is sitting in the passenger seat, and Michael is in back with Isabel.]

Jesse: [on the phone] Can you hear me? Paul?

[A phone continues to ring.]

Jesse: Turn that thing off!!!

[Michael turns off his cell phone and throws it behind him.]

Jesse: Paul, it's Jesse. Can you hear me? I can barely hear you.

Michael: [looks at Isabel. Her heads in his lap.] Can you hear me? [she doesn't respond.]

Jesse: [turns around and touches Isabel] Hang on, okay? Just hang on. [turns back around and talks to Paul on his phone.] Yeah, I got an emergency here. My wife has been shot. Look, if I could go to a hospital, I wouldn't be calling you! Hello??

Michael: The shirts soaked through, what do I do?!?

Jim: Keep the pressure on it. We can't do anything about it now.

Isabel: Max.

Michael: Max isn't here. We're gonna take care of this. Wake up. Wake up. Don't leave us. Are you sure about this doctor?

Jesse: He's not a doctor anymore. He's an old friend from the neighborhood.

Michael: What the hell does that mean?

Jesse: [redials Paul's number.] Would you just shut up and let me just-- Paul? Yes! One shot through the abdomen. A handgun probably--

Jim: 9 mm.

Jesse: A 9 millimeter. Look just meet me at my apartment. Yeah go to--

Jim: Go to my house, it's closer.

[Valenti's house. Jesse opens the door, and Michael and Jim carry Isabel inside.]

Michael: Put her on the couch.

Kyle: [walks into the living room.] What's going on? [sees Isabel] Oh my god, what happened?

Jim: She's been shot.

Kyle: She's what??

Jim: Kyle, there's a trauma kit in the garage, go get it. [Kyle doesn't move.] GO! [Kyle goes to get it.]

Isabel: [whispering:] I don't want to die. Please. I don't want to die.

Jesse: You won't I promise, okay? [to Jim:] Do something!

Jim: I'm doing everything I can.

Michael: Where's the doctor?

Jim: Kyle!!

[Kyle runs inside with the kit.]

Jesse: He'll be here!

Kyle: She needs Max. Where's Max?

Michael: Max is dead.

Isabel: Max!

Kyle: What?

Michael: Max is dead, all right?

Isabel: Max? No!

[There's a knock at the door. Michael runs to get it.]

Paul: I'm the doctor.

Michael: Yeah, over there. [points to where Isabel is lying.]

Paul: Okay, clear out. Give me some room. I got it. Let me take a look here. [looks at her wound.] I'm gonna have to go in, find the bleeder, and see how much damage is done. Clear that table. [to Michael:] You. In my car, there's a tank, a monitor, a ventilator bag, a blanket, and a cord. Okay?

[Michael runs out to the car to get the stuff.]

Paul: Jesse she's lost an awful lot of blood.

Jesse: Just do everything you can. Okay? Just everything you can.

Paul: [injects her with something.] Lets get her on the table, all right? 1. 2. 3. Ready? Lift. Easy does it. Put her down easy. [they lay her on the dining room table.] Monitor here, bag on the counter, give me the blanket. [he puts the blanket on her and the ventilator bag over her face.] She's gonna need a transfusion. Anyone know her blood type?

Michael: Um, yeah, I'm her type.

Paul: Okay, who can tap into the kid's vein?

Jim: I can.

Paul: All right. Lets get to work guys.

[Clayton's house. Clayton is on the bed, and the lady (Maris) is sitting on the bed.]

Maris: Clayton. Clayton, can you hear me?

[Clayton is completely under the covers.]

Clayton: Where am I? [he sounds kind of like Max.]

Maris: Clayton??

Clayton: Maris? Maris, is that you?

[She pulls the covers off his face. He looks exactly like Max.]

Clayton: I feel like someone who walked over my grave. [he looks at Maris] What? [she doesn't answer] What? [she hands his a mirror. When he goes to grab it, he notices how young his arm and hand looks.] Oh my god. Look at my hand. Maris look at my hand.

Maris: You really should look at this. [She places the mirror in his hand.]

Clayton: [he looks at himself in the mirror.] That's not me! This can't be me! [He jumps out of bed] I'm not him. [He looks at his whole body in a mirror on the wall.]

Maris: It's all right Clayton, it's all right.

Clayton: This is impossible.

Maris: He was trying to heal you. I saw him. He was trying to rejuvenate you to-- oh god-- to make you young again.

Clayton: But why? [steps closer to the mirror] Why make me look like...like him. Where is he? I want to talk with him.

Maris: He's a pile of ash. Just like the rest of them back in Meta-Chem now.

Clayton: So this is me...now. This is my body.

Maris: You know it's not a bad one.

Clayton: [flexes his arm muscle.] How do you think one must have worked out?

Maris: Clayton, you know I've always loved you just the way you were, but this does open up a new set of possibilities for [she's standing behind him and puts her arms around his waist.] our relationship.

[Clayton turns around and kisses her. He picks her up and carries her to the bed.

[Liz is walking around outside and sits down on a bench.]

[Maria walks up to her.]

Maria: [trying not to cry.] I--I got in touch with Michael. I'm so sorry. [she sits down beside Liz.]

Liz: I knew it. How?

Maria: Um. He died, um, in a fire trying to save Valenti's life. Michael said that he was really heroic. [crying] I'm so sorry Liz. [Liz hugs her. She starts crying.]

[Clayton and Maris are in bed making out.]

[Clayton has flashes of Liz kissing Max, Max and Liz dancing at Isabel's wedding.]

Maris: Clayton?

[Clayton is in pain and rolls away from her.]

Maris: Don't stop.

Clayton: Something...something's wrong.

[He sees more flashes: The same as before and Max standing behind Liz, Max and Liz kissing, Max and Liz ice skating in the snow. He sees so many so fast, he starts screaming.]

Maris: Honey, what happened?

Clayton: I saw this girl--

Maris: A girl?

Clayton: Yes. Brown hair. Brown eyes. About 18 years old.

Maris: Great.

Clayton: This is serious. [He gets out of bed.] She's somebody Max Evans knows. Someone from his life.

Maris: You must have gotten some of his memories. Clayton, come back to bed.

Clayton: [walks over to the mirror.] He's in there. He's inside my head.

Maris: Who?

Clayton: Max Evans. He's still alive. He's in my head. His head. His head. [she walks over to him.] [he leans closer to the mirror.] I know you're in there Max. I know you are. You want something, don't you? What is it you want? [he sees a flash of Liz's face.] Liz.

Maris: What was that? Clayton, are you all right?

Clayton: Is the jet ready to go?

Maris: Always. Where are we going?

Clayton: Vermont. We're going to Vermont.

[Valenti's house. Kyle is throwing out all the medical stuff they used to save Isabel.]

[Michael and Jim are sitting on the couch. Paul is sitting on the coffee table bandaging Jim's arm.]

Paul: She's far from okay. I removed her spleen and tried to repair her liver. It's meatball surgery at best. The real question is whether an infection will set in. If that happens...

Michael: What?

Paul: Well, to have a fighting chance. She'll need a lot more than I can do in your dining room. She'll need a hospital.

Michael: That's not an option.

Kyle: [cleaning the dining room table.] Neither is letting her die.

Jim: No one is dying yet. [stands up.] We don't have to face that decision right now. Lets just wait and see what happens. Okay?

[Paul shakes his head in disbelief.]

[Jesse walks out of the bedroom and shuts the door. He walks into the living room and puts his coat on.]

Jesse: She's um, she's still sleeping. [to Michael:] You and me. Outside. [he walks outside and Michael follows.]

Paul: [to Jim:] You mind if I smoke?

Jim: No, go ahead.

Kyle: Can't imagine why you lost your license.

[Winnaman Academy. Liz and Eileen's room.]

Eileen: Are you sure you won't change your mind? I mean, spending spring break in this place--you'll be the only one here. Even the faculty heads for the hills.

Liz: [sitting on her bed with her back against the wall.] Good. The fewer people around here right now, the better.

Eileen: [zips her suitcase closed.] Okay.

[Maria walks in.]

Maria: Hey. [To Eileen:] Hi. I'm Maria. I'm the best friend.

Eileen: I'm Eileen, roommate. [she walks over to Maria and shakes her hand.]

Liz: I'm outta here. Later. [she gets up and leaves.]

Eileen: What's going on with Liz? Did something happen with her ex?

Maria: Yeah, he's um... he's dead.

[Liz is in the Rat. She tries to pull out the wooden board that has the alcohol hidden behind it, but she can't open it, so she starts beating on it. It explodes open and Liz falls onto her stomach, screaming. She looks at her hand and electricity is shooting out from it. She starts screaming.]

[Valenit's backyard. Michael and Jesse are talking.]

Jesse: Do it again.

Michael: Jesse.

Jesse: Look just do it again!

[Michael uses his powers to make red and white flowers appear on a small palm tree. Jesse freaks out.]

Jesse: Son of a...

Michael: How many time do I have to do this?

Jesse: I don't know. You know, you tell me this crazy story about another planet and-- and kings and shape-shifters, pod chambers, and every time I come close to believing it, I start worrying that I'm strapped down in a room somewhere, because I lost my mind! Okay? So just keep doing it until I can except that I'm seeing it and that I am really here.

Paul: [walks up] Okay, okay, what the hell is going on here?

Jesse: What are you talking about?

Paul: Isabel has a temperature of 112.

Jesse: 112?

Paul: And rising.

Michael: How high can it get before it gets dangerous?

Paul: Dangerous? Let me tell you something, 107 is considered fatal in most cases. I've never heard of a temperature of 108. Now, obviously I'm not supposed to ask any questions, but if there's something about Isabel that I should know, something that could help me. You might want to consider telling me.

Michael: There's nothing we can tell you that would be any use.

Paul: Okay. [he walks away.]

[Jesse looks at Michael then walks away.]

[Kyle's room. Isabel is lying in bed sleeping. Kyle is sitting on the bed beside her. He's holding her hand.]

Kyle: You know I was thinking. See you're supposed to say that there's a first time for everything. [laughs] Anyway, I was thinking that since Liz got some alien powers when Max saved her life that, you know, maybe I've got some alien juice too [Jesse walks up behind him. He doesn't notice.] Maybe I've got the power to heal, so lets just give it a try. [he puts his hand over her stomach and tries to heal her. Nothing happens. He tries not to cry.] It was worth a shot. [Jesse walks away.] You know me, I'll try anything once.

[Maria walks in the Rat. Liz is sitting on the window sill drinking alcohol.]

Maria: Hi.

Liz: How's Isabel?

Maria: Not good. Michael says that her fever is up to 115 now.

Liz: Wow. That's really high.

Maria: Yeah.

Liz: [Liz looks up out the window] That's really high. [looks down.] That's a really really long way down.

Maria: Liz could you not be near the window right now please?

Liz: Oh don't worry. [shakes her head.] I'm not gonna jump.

Maria: [sees the big hole in the boards.] And now what happened over here?

Liz: Oh that? My powers are back.

Maria: Powers? I thought that--

Liz: That they would go away because Max died? Guess not. [drinks some now.]

Maria: All right. [takes the bottle away from her.] Enough.

Liz: No, you're right. You're right. [She gets up and grabs another bottle.]

Maria: Damn it, Liz.

Liz: Damn it, Maria!

Maria: Okay look, I understand what you're going through. I really do, but getting drunk is not going to help anything.

Liz: Really, you do? You understand what I'm going through? Is Michael dead? Because Max is. And you know about all of those things that I've been dreaming about for the past three years? Well, they are now gone. So why don't you explain to me how you understand what I am going through.

Maria: You know what? I'm just not going to talk to you when you're like this.

Liz: Why? Because I'm an angry drunk? Well, that's just-- you know what, that's just too bad. I'm gonna go get some air. [she leaves.]

[Liz walks around outside. She keeps tripping over herself. She slips and falls down on the ground. She rolls over on her back and starts laughing hysterically. She looks up and sees Max (but we know he's really Clayton). She closes her eyes and opens them, he's still there. She laughs. He walks around her.]

Liz: [points at Clayton.] You're not here. You're a dream. [He kneels down. She sits up.] Okay. Okay, this isn't funny anymore. I just-- I need to wake up. You need to go away. Okay? Just go away. [She touches him, and gets flashes: Max's galaxy, Max healing Liz, Max and Liz when they were little, his star system, she sees this over and over.] Oh my god Max! [She hugs him. She kisses him. Maris is watching from afar. Electricity shoots from Liz's hands and onto Max's face. He falls back.] Max? What's the matter Max? [he slowly gets up. He's disoriented.] Max? Are you all right? What's the matter Max? Oh my god, oh my god. Max?

Clayton: No. [he runs away.] No!

Liz: Max! Max! Come back! [Liz passes out from all the alcohol.]

[Kyle's room. Isabel is asleep. Michael is talking to her.]

Michael: First day of school, third grade. I'm standing by the lunch line arguing with that ass Mr. Trevors. He tells me that the cafeteria won't take my food stamps. I say that they're for food, aren't they? And he looks down on me, and he says with that scraggly mustache and that stupid comb over, he says, I don't take lip from welfare punks. I'm about to kick his balls up into his throat, but then I feel someone watching me. And it feels like a heat lamp turned on in the back on my neck, and I turned around and there you are. You're sitting at a table all by yourself. You're just staring right at me. So I walk over and I sit down. You're still staring at me with those big eyes. And you push your tray of food over to me, and you said that you can have my lunch. Right then, I knew you were different. You know, you were different like I was different like people liked you and wanted you around [trying not to cry], I want you around. I want you around, so please don't go. [he cries and lays his head down on her chest. He squeezes her hand, and we see Michael's hand turn white and the white travels to Isabel's hand and up her arm. She puts her hand on his back. Michael lifts up his head and looks at Isabel.]

Isabel: You still owe we for that lunch.

Michael: Hey guys! Guys come on and get in here quick!

[They all run in.]

Isabel: [smiles] Jesse.

Paul: Her vitals are steady. [he takes her temperature through her ear.] Her temperature is down to 102. [shakes his head.] God, I need a cigarette. [he walks out of the room.]

[Michael knells beside Isabel.]

Isabel: Hey Michael. I heard you. I was somewhere else, but I followed your voice back. [She smiles. She looks at Jesse and smiles.]

[Winnaman Academy's library. Clayton and Maris are talking.]

Maris: All right Clayton, listen, you have got to take control of this.

Clayton: I can't. I have to go to her. I--I have to. She's the love of my life.

Maris: [grabs him.] Look at me! [Clayton walks away. She follows.] Listen to me. I have spent the last 10 years of my life trying to find a cure for you. Clayton, I have stolen patents for you. God Clayton, I have even killed people for you. I didn't come this far to see you just throw it all away on some adolescent crush.

Clayton: It's more than that! It's Max. He wants to take over. I can feel him fighting for control. He wants to be with Liz. To be with Liz.

Maris: Okay, this is what we're going to do. We're gonna get rid of that girl.

Clayton: Liz? No! No, I love her!

Maris: No Clayton, you are not thinking clearly. Look, you don't love her. Max does. As long as she's alive, he has something to hold on to--something to fight for. And see, if she were dead, he would have to give up. Then all those voices in your head would stop.

Clayton: But--No I love her!

Maris: Don't say that! Just forget about that! You have to kill her. Clayton, you have to kill the thing you love to be free. You have to kill the one you love to be free. [he slowly turns to her.] Clayton you have to kill her. Do you understand what I'm staying? Clayton, damn it, Clayton. Strap on a pair and take control here. You have to kill the one you love to be free. You have to kill-- [He grabs her by the neck, twists it, and she drops dead.]

Clayton: Liz. [he walks out of the library.]

[Valenti's house. Paul is in the kitchen, Jesse walks up to him.]

Jesse: [hands Paul an envelope.] Here you go. You can count it if you want.

Paul: You're the last person I'm worried that's gonna stiff me, Jesse. You're the guy Diogenes was looking for. You know, Diogenes, walked on Athens, he was looking for--

Jesse: Yeah, looking for an honest man. Yeah, I went to college.

Paul: So did I. Now look at me. Unlicensed. Unwanted. And unloved. All because I wrote some prescriptions for a few friends.

Jesse: They weren't your friends, Paul. Especially the one that turned out to be a fed.

Paul: True. But do you know what the truth is? Ultimately I lost my license, because I'm not an honest guy. Neither are your friends in there.

Jesse: Goodbye Paul.

Paul: You're involved in something here. I don't know what it is, and I don't want to know. But it's wrapped up in lies within lies, and that's not what you're about. You're one of the good guys, Jesse.

Jesse: So are my friends.

Paul: They're liars. You can't trust them. Not when it counts. Not when it comes time to chant down Babylon and destroy the plans of wicked men. Bob Marley, remember?

Jesse: Yeah, I got the reference.

Paul: [shakes his hand.] Good luck, Jesse.

Jesse: Thanks.

[Liz is laying in bed.]

Liz: Where am I?

Maria: I brought you back to your room.

Liz: Yeah, well you brought me [she tries to get up.] Owwwwww! [she grabs her head.]

Maria: Yes. Ow. [she turns on Liz's lamp. Liz closes her eyes.] Here you go, come on [hands her a drink.] Take this. It's what my mom drinks for hangovers.

Liz: [touches the glass.] Ahh, it's so cold.

Maria: Yes, you're so cold. [Liz takes the glass and drinks it.] You were lying out in the frozen tundra for a half an hour before I found you. You're lucky you didn't freeze to death.

Liz: Thanks Maria.

Maria: [takes the glass.] No problem, that's what I'm here for. Now do me a favor. Repeat after me. I'm sorry Maria.

Liz: I'm sorry Maria.

Maria: Okay, you're forgiven.

Liz: But I want to know what I did that I'm sorry for.

Maria: Let it go. I have. [Liz smiles.]

[Outside of Winnaman Academy. Clayton is walking around looking for Liz. He looks up at the building and sees one light on. He thinks it must be Liz's room.]

[Liz is sleeping. She bolts out of bed.]

Liz: Max, he's here! I saw him.

Maria: What? Wait--

Liz: No Maria, I saw him today. I--I fell down or something and he was standing over me and then he kissed me, I thi-- I think.

Maria: No, pumpkin, you were dreaming.

Liz: I-- I guess I must have been.

Maria: Yeah, you had a lot to drink.

Liz: I should probably go take a shower.

Maria: I'm forced to agree.

Liz: [laughs.] Okay. [she gets out of bed and grabs her robe. She turns to Maria.] You are like the most special person in the world to me. [They hug.]

Maria: Right back at you.

[Liz walks out of the room and goes down the hall to the showers. Maria stays in Liz's room and puts a Bob Marley CD on. Clayton opens Liz's door. He walks slowly to Maria. She can't hear him coming because of the music. She turns around and see who she thinks is Max. She gasps, and Clayton starts strangling her. Liz walks in.]

Liz: Max? [Clayton lets go of Maria and she falls to the bed.] What's going on Max?

Clayton: Clayton. [he starts walking slowly to Liz. Liz runs and shut the door behind her.]

[Clayton opens the door and chases Liz down the hall. Liz puts chairs and lamps behind her to block Clayton's path. They barely slow him down. She runs up the stairs and he follows. She runs inside the Rat (that's in the attic) and shuts the door and blocks it with whatever she can find. It does no good. Clayton comes in.]

Liz: [throws stuff at Clayton.] Stay away from me. Whoever you are, just stay away.

[He grabs Liz by the throat and starts choking her. Suddenly, he's flung back into the air and falls to the floor, his whole body is glowing green.]

[Liz grabs a golf club and is about to hit him with it.]

Clayton: [Says this in Max's voice:] Liz?

Liz: Max? [she starts to go near him.] Max!

Clayton: No, no you're in danger.

Liz: Max, Max, what happened to you?

Clayton: I don't know. I'm in this body, but it's not really me.

Liz: Oh my god. Okay. Let me help you.

Clayton: [raises his hand to her.] STOP! There's no time. I can't hold on much longer. You have to kill this body. You have to kill Clayton.

Liz: [shakes her head.] No.

Clayton: You have to. He'll kill you if you don't. Liz, please. Take the club. Do it.

Liz: [about to cry.] Max.

Clayton: DO IT!!!!! Do it.

Liz: [Liz picks up the club and holds it above her head.] I'm so sorry, Max. I love you. [she brings down the club.]

[The club misses Clayton, because he lunges after her. He tackles her into a bunch of boxes. Liz screams. He starts choking her again. Liz manages to grab a club and hits him on the head. He lets go of her and falls to the ground. He tries to stand but Liz tackles him and they fall out the attic window.]

[As Liz falls to her death we see her life flashing before her eyes: Liz and her dad dancing at the New Year's party, Liz and Maria walking down a hall at school during their sophomore year (first season), Liz talking to her mom, Liz and Alex hugging, Max and Liz ice skating in the snow.]

[As Clayton falls to his death we see Max's life flash before his eyes: Max and Liz looking at the stars, Max using his powers to spray paint a heart with M.E. + L.P. in it when he was drunk and she was on her blind date, Max and Liz playing pool on their first date, Max and Liz making out after stealing the diamond that was really the key to his ship.]

[Clayton looks over at Liz as they fall.]

Clayton: NOOOOO!!!! [he uses his powers to make a net, so Liz falls into it, and is safe, while he continues to fall to his death. The net disappears and Liz falls off a garden roof to the ground.]

[Kyle's room. Isabel is lying in the bed and Jesse is sitting on it beside her.]

Isabel: Are we okay?

Jesse: I don't know. I mean, I look at you, and I know that I love you...

Isabel: But I lied to you. I always knew in my heart that you would never forgive me for that.

Jesse: That's not it. I mean, yeah I'm hurt that you lied to me, but I can get past that.

Isabel: You can.

Jesse: Yeah. Yeah, eventually. I mean, look, I'm not perfect, I've told a lie or two, and you-- I mean, you had to grow up lying to everyone around you, it just became second nature.

Isabel: Baby, it was never, never about you. It's just that lying about who I am is a given.

Jesse: And you were really good at it. Isabel, you were really good.

Isabel: That's what the real problem is, isn't it? Not that I lied, but that I'm good at it.

Jesse: I believed you completely. I mean strange things would happen, and I never doubted that I knew you. That I knew who my wife really was. I-- I married Isabel Evans, and there is no Isabel Evans. Isabel is a person you hide behind. I just...

Isabel: You're right. You're right about everything. And even though I'm a really good liar, you know that I'm telling you the truth when I say that I love you. And I love being your wife.

Jesse: Okay.

Isabel: Where do we go from here?

Jesse: I have no idea.

[Liz crawls over to Max. She rolls him over onto his back. She checks his pulse. Nothing. She touches his face with her hands and kisses him. White glows from his chest to his face. His face changes from Max's to Clayton's and back to Max's. Max looks at her.]

Liz: Max?

Max: Liz. You brought me back.

Liz: I guess that makes us even.

[She helps him sit up. They hug. Maria walks through the bushes and sees them.]

Maria: What happened?

Liz: [looks at Maria:] Lets go home. [Max and Liz hug again.]

[The three walks away with their arms around each others' waists.]