And I See You Watching Me

By: Juliet

Rating: PG/PG-13

Category: Alternate Universe M/L

Summary: An alternative Pilot - What if Max had saved Liz’s life without revealing he was an alien? Would she still realize she loved him, or was that revelation prompted by his admission of his not-of-this-earth origins? That question has been floating in my head for awhile, and eventually it got turned into a fic.

Spoilers: As long as you’ve seen the Pilot, I think you’re safe.

Disclaimer: I own a jeep, a dog, and approximately fifty bucks. I also have my debts. But hey, you can have those for free! You don’t have to sue me if you really want them. Roswell is owned by Jason Katims and Melinda Metz, and I wouldn’t dream of doing anything to them. Jason Behr, on the other hand... And the title is a lyric from the Destiny’s Child song “Temptation”, and I’m borrowing it, no infringement intended.

Author’s Notes: I love feedback ( feed the beast ) but if you flame me, chances are I will simply ignore it. If you send me constructive criticism I will most likely sulk for awhile, then grudgingly admit that it will actually make my fic better, use it, like the result, and send you a happy email. Yeah! I’m constantly changing and improving my stories from feedback I get, so they may differ slightly when posted on different sites.

***

“Nothing happened, Maria. Nothing, as in zip, zilch, nada. Nothing.” Liz Parker licked a trickle of vanilla ice-cream off her spoon before risking a glance at her best friends. Maria DeLuca was sprawled out on Liz’s bed, contentedly digging through a carton of mint chocolate chip ice cream, while Alex Whitman rooted through the small fridge she kept in the corner. The barest hint of a knowing smirk played over Maria’s mouth. “You don’t believe me, do you?”

Alex eyed her lazily. “ Let’s go over the evidence, shall we? Exhibit A - the color of Max’s face when he left your room. Tomato-red. Definitely a sign.”

“Not to mention Exhibit B,” Maria jumped in. “ The color of your face when you left your room. Also tomato-red. Come on, chica, what are you trying to hide?”

Liz made a face. “I’m not *trying* to hide anything, Maria, because nothing even happened.” She paused, studying the doubtful look on Maria’s face. “Okay, fine,” she relented. “ I think maybe he might have been about to kiss me when my mom came in. But it’s not like it can go anywhere. I’m-”

“Going out with Kyle, we know.” Maria threw her arm around Liz. “ Listen to yourself, babe! Kyle- well, he’s ok. But he’s also a brain-dead, dumb jock who, let’s face it, has hair that is definitely not of this earth-”

“Maria!” Liz started to giggle as Maria rambled on.

“Max, on the other hand, is not only a quiet, studious science geek like yourself, he’s also one of the nicest guys on Earth who happens to be a complete muffin. I mean, those eyes! Those cheek bones! Not to mention the body that makes you want to just...grrrrr!” Liz buried her face in Alex’s shoulder as Maria gesticulated wildly.

“Plus, his sister is one of the hottest girls in school, which gives you the added bonus of being able to mention me.” Alex wiggled his eyebrows suggestively as Maria bonked him on the head with a pillow. “Ow!”

“See, Maria, I told you Alex liked her.” Liz turned to Alex, her face straight. “ Seriously, Alex, you could do so much better than Isabel Evans. She treats guys like they’re another life form.”

“Not to mention she’s a two faced, shallow, cheerleading bimbo.” Maria bounced eagerly on the edge of the bed. “Lizzie, where’d you put that fudge sauce?”

Liz automatically tossed the bottle onto the bed, still talking animatedly to Alex. “I can see how you might be *attracted* to her, Alex, but we’ve known her practically forever, and she’s never displayed a hint of compassion toward any of us. I just think that you deserve someone who can appreciate- Alex, are you listening to me?” Alex looked up, feigning innocence.

“I’m trying to find the Chunky Monkey! What, you expect me, Alexander Charles Whitman, hacker extraordinaire, to eat that slop DeLuca calls ice-cream? I’m insulted!” He pretended to gag as Maria whapped him with her spoon, sighing when he saw Liz’s doubtful look. “Okay, okay.” He flopped down onto the floor beside her, leaning back against the propped up pillows. “ It’s just, well, have you ever looked at someone, and despite all appearances they may project, just thought there might be something else hiding in there? Y’know, something they’re afraid to show, but you can just tell exists?”

His words had struck a nerve. Leaning back against Alex’s chest, Maria’s head in her lap, Liz couldn’t stop Max’s face from flashing through her mind. She sighed, remembering how amazingly safe she felt around him, the touch of his smooth, soft skin against her fingertips, the dark, smoldering look of pure...*something* in his golden eyes as their mouths drew closer together...

Her eyes flew open as a reality check coursed through her body. This is Max I’m thinking about! She scolded herself. Max, who I’ve known since I was seven, who has never once made a move on me! She groaned inwardly. Well, duh, Liz, of course he never made a move on you! You’ve been going out with Kyle for the last three months, and Max is so shy. What, you think the guy’s been in love with you for nine years? Uh, no.”

Alex’s reluctant voice interrupted her somewhat confusing internal dialogue. “ I better be getting home. The “my best friend was almost shot” excuse only works for six hours, tops. Need a lift, DeLuca?” Maria opened one eye and wrinkled her nose.

“Not in that hunk of junk you call a car. My mom’s Jetta is on loan. I’ll see you tomorrow, chica, ok?” Maria and Alex shut the door behind them, but Liz could hear their bickering voices drifting down the stairs.

“What do you mean, hunk of junk? I’ll have you know that’s a vintage ‘78 classic...” Liz slid under the covers and folded her long legs against her chest. It was a long time before she fell asleep.

***

Liz studied her reflection in the full-length bathroom mirror, critically eyeing every detail. Nothing seemed to look quite right today. Even her favorite shirt, a deep red tank top, didn’t look as good as it used to. She had discarded six outfits before sighing and pulling on her regular attire of the tank top and a pair of jeans. Liz made a face in the mirror. She couldn’t understand why she had this subconscious need to look extra-good today, but apparently it was a lost cause. A car blared outside, and a quick glance out the window revealed Maria sitting in her Mom’s Jetta, resting a textbook on the horn. Liz smiled and ran down the stairs, grabbing her backpack as she went and waving to Jose as she flew past him.

“Hey, chica. You look kinda tired. Up late last night?” Maria chattered happily as Liz slid into the car. “Man, why couldn’t I have been blessed with a guy magnet, like you? I mean, you had Brett, you had Tim, you had Kyle, and now you have Max. Guys look at me and think ‘There goes that flake, Maria .’ Then they look at you and think ‘Wow, hot chick. Too bad she’s already taken.’”

“Maria! I do not have a guy magnet! And I do not *have* Max. And even if I’m not going out with Kyle anymore, you can’t just assume Max wants to be with me.”

“Jeez, Liz, you talk like it’s a *bad* thing- wait a minute, what do you mean, you’re not going out with Kyle anymore?” Liz leaned her forehead against the cool glass of the window.

“I’m going to break up with him today. It’s just not ... working anymore with us.”

“Like it ever was- Ooooooh.” Comprehension dawned on Maria’s face. “ I know what this is about. This is about a certain tall, dark, totally delicious guy who happened to save your life yesterday.” Liz shoved her. “ Hey! Watch it, babe, don’t shove the driver.”

“This is *not* about Max. This is about Kyle and me and that we just don’t ... you know, work anymore. It has nothing to do with Max, or that he saved my life, or-” Maria smirked.

“Lizzie, you’re rambling. You haven’t rambled since fourth grade. I’m your best friend, remember? I know these things. Besides, where do you lose with Max? He’s smarter than Kyle, nicer than Kyle, waaaaay hotter than Kyle, plus he’s totally in love with you! Just say muchos gracias and kiss Kyle good-bye.”

Liz made a face at her. “That isn’t fair. I can’t do anything without you being able to read all the little messages inside it. At least with Kyle, it’s like a guaranteed package. I don’t know if Max would even go out with me.” Maria slid the car into the school lot and swung into her parking space. She and Liz stepped out, slinging their bags over their shoulders. Liz waved to Alex, who was talking with a band-mate.

“Of course Max would go out with you, babe! The guy burns holes through you with his eyes every day. And now that you’re available-” Maria scanned Liz from head to foot, “ Well, let’s just say that either he’ll pass out or you’ll disintegrate.”

***

Liz resisted the urge to look at her watch for the fourth time in three minutes. This was Biology Lab, the one class she and Max had together, and he wasn’t there yet. She knew he was in school, because she’d seen him in the halls between classes. Her eyes sparkled as she remembered the characteristic half-smile he’d given her, and the way his grey sweatshirt hung on his muscular, six foot frame. Liz’s head snapped up as the door flew open, and the object of her reverie walked in, slightly flushed. The teacher eyed him with irritation.

“Mr. Evans, so nice of you to join us.” Max looked down and quickly slid into his seat beside Liz, sticking his pencil into his mouth as he flipped pages in his notebook. Liz rested her chin on her hand, conscious that she was stealing looks at him, admiring his profile every two seconds. She was so absorbed she nearly missed Ms. Hardy’s instructions, catching the last few sentences.

“Okay, everyone on the right prepare a slide with the vegetable sampling, everyone on the left, take a toothpick and get a sample from your cheek.” Max froze, his jaw going hard, the lines and angles of his face tightening. He yanked the pencil out of his mouth and raised his hand.

“Mr. Evans?” Max swallowed.

“Could I get a bathroom pass?” The teacher looked at him with obvious annoyance.

“High maintenance today, aren’t we?” Max ducked his head and quickly slipped from the room.

The other students were already at work, setting up their stations and getting the cell samples, but Liz couldn’t shake the feeling that something was wrong with Max. He’d never deliberately skipped out on a lab procedure before, and somehow Liz knew that was just what he’d done. She pulled a gauze swab from the container, noticing just as she touched it to her cheek Max’s pencil, still lying on the desk where he’d left it. She could just get cells from that, it was in his mouth, after all. But thoughts about Max’s mouth made things difficult, so she left it where it was.

Besides, she thought to herself, who knows what else is on that pencil. I’d probably get all kinds of mixed readings, and that would mess up all the results. She swiped the gauze against her cheek, dabbing it onto the slide. She was so focused on the experiment that she didn’t notice Max come in until he was right beside her. She jumped, startled, and he smiled.

“Hey. Uh, sorry about skipping out on you there. I just kind of had a headache and I needed to get out for a minute.” Liz nodded, mesmerized by his soulful eyes.

He’s lying, she realized. Why would Max lie about something so trivial - unless it’s not trivial at all? She shook her head slightly, eyes still locked in his. Of course it’s trivial, Liz, how could something like getting cells from the inside of your cheek not be trivial? He probably just has a headache, like he said. She looked down.

“Are you sure you feel ok? I could finish the lab by myself if you want to go to the nurse.” Max looked at her a little oddly.

“It was just a headache, Liz. I don’t want you to have to finish the lab by yourself.” Liz nodded. She leaned over and started to examine the slide, but she wasn’t working for more than a second before she felt Max’s gentle fingers under her chin, making her look up at him. His eyes were soft and slightly concerned. “Is something wrong, Liz?”

His voice was low and deep, and Liz caught her breath as she realized that their faces were less then four inches apart. The noise from the class around them faded. Even in the harsh light of the science room, Max’s face was beautiful, from his softly shining golden eyes to his full lips. Lips which were now only two inches from her own. She could feel his warm breath on her cheek before her eyes fluttered shut, fingers on one hand drifting to tangle with his as the other slid around his shoulders.

“Miss Parker! Mr. Evans! See me after class.” They broke apart to find Ms. Hardy glaring at them over her desk. Liz felt the blood rushing to her face, and a glance at Max revealed the tips of his ears to be dark red. He busied himself with the microscope as Liz moved to the opposite end of the table, tucking her hair behind her ears and smoothing her shirt. They worked in silence for the fifteen minutes left before the bell rang, standing to walk nervously to Ms. Hardy’s desk as the other students streamed around them. They shared an awkward glance before turning to meet Ms. Hardy’s furious glare.

***

“Oh, Maria, I meant to ask you - you haven’t seen Kyle today, have you? I really need to talk to him before Biology deten- before we leave.” Liz yanked open her locker, quickly trading Latin books for History and actively avoiding Maria’s surprised gaze, fervently praying that Maria had missed her slip-up. One quick glance told her she’d had no such luck.

“Detention? Ms. Science Geek, My-Teachers-Eat-Out-Of-The-Palm-Of-My-Hand Parker has detention? What’d you do? Must’ve been something bad, for Ms. Hardy to give you detention. You’re like her star student.” Liz hid her flushed face in her locker.

“It was nothing, really, I guess she was just in a bad mood or some-” Maria held up a hand, silencing her.

“It wouldn’t have anything to do with making out with Max Evans in the middle of class, would it?” Maria’s mischievous smile peeked out through her mock-stern face as Liz sputtered for words.

“We did not make out! We didn’t even kiss! We just, you know, were kinda close to each other and I guess Ms. Hardy mistook it for...something else.” She stubbornly held up under her friend’s doubtful look, until Maria shrugged.

“Oh, well, I heard it from Pam Troy anyway. Figures that it would be blown out of proportion. Sorry, I haven’t seen a Chia Head, but there’s a Rebel Without a Cause headed this way.” She watched Michael Guerin approaching, complete with customary spikes and scowl.

Liz frowned as Michael slunk past them. “I wonder why he’s always scowling? I mean, he’s Max’s best friend-”

“Who is, of course, the supreme sample of stud muffin-ness. Michael is just Michael, I guess. Creepy guy.” She shook her head at Liz’s relieved look. “I’m not getting distracted that easily, babe. So why do you need to find Kyle before detention? Wait, don’t answer that!” She smirked at Liz’s wide-eyed, bewildered look. “How can this be obvious to me and not you? I mean, I’m supposed to be the dense one. Although I could probably get used to this..” Liz had to laugh.

“Maria, would you just tell me what you’re assuming? You’re driving me crazy!”

“Ms. Hardy gave you detention with Max Evans. Max Evans is in love with you. Ms. Hardy’s detentions are almost always cleaning erasers.” She sighed resignedly at Liz’s blank look. “Jeez. One Liz plus one Max plus one eraser room, and you get one make-out session! Now, you can’t be kissing Max with a clear conscious unless you’re single-”

“Hence the need to break up with Kyle before detention. Please spare me the details of the charming conversation I missed and let’s eat lunch before my stomach shrivels away into nothingness.” Alex flung one arm around Liz and the other around Maria, the three settling into a comfortable pace before Liz gasped and broke away.

“Oh, wait, I just saw Kyle go into the band room. I’ll see you later, ok? Don’t wait up.” Liz was slipping through the mass of students before Alex and Maria could open their mouths to protest. She disappeared into the empty classroom seconds behind Kyle. Alex frowned at the closed door.

“I guess she really likes Max, huh?”

***

“Kyle!” He turned, startled, as Liz burst into the band room seconds behind him. He set down the drum sticks he’d picked up and moved toward her, concerned.

“Are you ok, Liz? You look kinda flushed.” He touched her cheek, drawing back when she gave a barely perceptible flinch. “Liz?” She looked down, then met his eyes.

“Kyle, I really need to talk to you.” She dropped into one of the chairs, motioning for Kyle to do the same. She studied her hands, finally looking up at him. “There’s no easy way to say this, Kyle.” She saw the pain cross his face. “ I don’t... think that this...us...is really, well...”

Kyle rubbed a hand over his face. “Working out anymore. I know.” The silence was long and painful. He looked up, so that Liz could see the hurt in his eyes. “What are you saying, Liz?” She took a deep breath.

“I think we should see other people, Kyle.” He inhaled sharply, and Liz held her breath, surprised to feel tears pricking in the corner of her eyes.

“Whatever makes you happy, Liz.” His voice was soft, and an uncharacteristic look of tenderness passed across the sadness in his face. “Whatever you need.” Kyle stood up, gathering his things swiftly. He ran a hand through his hair, almost running toward the door.

“Kyle?” He didn’t turn around.

“Yeah?”

“I’m sorry.” He nodded, and the door closed on Liz Parker, sitting alone in the empty band room.

***

Max tapped his pencil absently against his desk, trying to keep himself from falling asleep as he listened to the History teacher droning on about the tax prices on Chinese Elephants. Or something like that. He had to admit, he wasn’t exactly paying close attention. Instead, his eyes kept drifting to the clock above the chalkboard. There were only about seven seconds left to the class. Hopefully he could manage to stay awake for seven seconds.

Brriiinnnnggg. The thundering herd of his class mates scrambled for the door, leaving Max to trail behind. He had gone maybe two paces before Michael fell in step beside him. Max eyed him with a slightly amused expression.

“You cut PE again, didn’t you?” Michael bristled.

“Of course not. Why would you think that?” Max covered a smile.

“Maybe because it’s impossible to get halfway across campus from the Gym fast enough to be waiting outside the door to my classroom just as it got out.” Michael rolled his eyes.

“Okay, I cut. Whatever. C’mon, let’s beat the crowd and get out of here. There’s a hockey game on ESPN in like twenty minutes.” Max coughed.

“Uh, actually Michael, you and Iz should probably just take the Jeep yourselves. I, um, have detention.” Michael’s mouth hung open.

“Excuse me? Mr. Science Geek, My-Teachers-Eat-Out-Of-The-Palm-Of-My-Hand Evans has detention? Jeez, what did you do? Must’ve been something good.” He folded his arms and leaned against the wall as Max rummaged around his locker, looking for the detention slip. He flushed bright red.

“Uh, it was nothing, really. I guess Ms. Hardy was just in a bad mood-”

“You call hooking up with Liz Parker in the middle of class nothing?” Isabel hissed in his ear.

“What?” Michael exploded, dragging Max and Isabel around the corner into an empty classroom. He shoved Max against the wall. “What the hell were you thinking, Maxwell?!”

“God, Max, remember the rules? No attachments. You’re the one who drilled them into our heads, and now you’re throwing them out the window?” Isabel crossed her arms, looking furious, but Max could see tears in her eyes. He detached himself from Michael’s death-grip with a calm he didn’t really feel.

“Are you guys done? Because I have a detention I need to get to.” Isabel gaped at him.

“You’re just going to blow this off like it didn’t happen? I don’t think so, Max. I want an explanation. *Now*.” Max glanced at her on his way to the door.

“Fine, Iz. You want an explanation? I don’t have one.” He held up a hand to silence Michael. “ Because the whole thing never happened. Next time try to get your facts straight before you go around slinging accusations.” The door slammed behind him, leaving Isabel and Michael to stare at each other. Isabel sat down hard on a desk, covering her pale face with her hands.

“Please tell me I didn’t just do that.” She whispered.

***

Liz breathlessly pushed the door to the Eraser Room open. She’d had to run from Trig to get to detention on time. No need to make it worse by making Ms. Hardy mad, she thought. But there was only one figure in the Eraser Room. Max Evans looked furious, angrier than she’d ever seen him. Chalk dust billowed around his tall, dark , powerful frame.

“Max?” She said tentatively. Immediately he turned and favored her with a half smile, setting down the erasers he’d been holding. “Hi, Liz.” The anger was gone from his face, but Liz could see the tension in the hard line of his jaw.

“Max, are you ok? You looked kinda mad.” He shrugged, looking down.

“Oh. I, uh, kinda had a fight with Michael and Izzy. They heard about the Biology thing, but the version they heard-”

“Was kind of exaggerated. Yeah, Alex and Maria were giving me grief about it at lunch.” She smiled, remembering. “Maria was pretty pissed that I hadn’t told her about our passionate love affair. I had to explain that it didn’t exist before she would leave me alone.” There was a short, slightly awkward silence before Liz broke it.

“We should probably clean the erasers. Assuming, of course, that you haven’t completely pulverized all of them yet.” She saw a grin slip across Max’s face.

“Yeah, sorry about that. I guess my, uh, enthusiasm got the best of me.” They both reached for the same eraser, jumping as their fingers brushed together, both dropping it immediately. The sparks were almost visible. Their eyes locked for a moment before Liz started to giggle helplessly, breaking the silence. Max looked at her suspiciously.

“What’s so funny?”

“Oh, Max, I’m sorry.” She gasped. “ You have chalk dust all over your face.” She reached up and brushed it away, hand dancing lightly over Max’s cheekbone. Her fingers stilled as she caught Max’s eyes again, the smoldering, dark honey shade that had been burned in her mind since the day in her bedroom. The day he saved her life. Max reached up, fingers tangling with hers. Mesmerized, Liz moved closer, her body tingling, aching to be crushed against his. The knowledge that they were alone, with no threat of interruption surged through her.

“Max.” She whispered. They were so close she could feel his breath lightly brushing her cheek.

“God, Liz.” He was trembling. “ I can’t do this.”

“Why not?” The words were almost a gasp.

“I can’t...” Max’s mouth was on hers, his strong arm easily circling her waist and pulling her close to him. One of her hands slid around his shoulders, fingers twining in his dark hair, while the other remained tangled with his. Liz’s eyes fluttered closed. She could feel Max’s desperation in the ferocity of his mouth on hers, his tongue slipping past her lips. She was drunk on his love, love she returned with complete abandonment. They surfaced for air-

Liz was flying past stars, whole galaxies and clusters shooting past her. Before she could revel in it, she was hurtling toward a small planet she recognized as Earth. There was a flash, and she was in a cave. There were three pods with children bursting from them, two boys and a girl. One of the boys turned toward her, and she caught a glimpse of dark, soulful eyes. The child lay his hand on a fourth pod containing a girl-and flash, she was on the ground. There were soldiers in uniforms, burying something. Flash- a barren, dusty planet with a sky full of acid-green clouds.

Liz opened her eyes to gaze into Max’s. His face blurred, and she was falling.

***

“Liz!” Max caught her before she fell, dark eyes fluttering shut. He swiftly lay her down on the floor, forcing himself to stay calm enough to check her vital signs. Her pulse was fast but steady. He pushed a strand of silky hair off of her pale forehead, gently picking her up before remembering that the school nurse left at three. He swore harshly under his breath, heading for the door. At least in open air she might regain consciousness.

“Stop, Max.” Liz’s soft, weak voice stopped him cold. She was struggling to sit up in his arms. Chocolate eyes fluttered open, swollen lips moving. He quickly steadied her.

“Shh, relax, I’ve got you.” He set her down in a chair, kneeling on the ground in front of her. “God, Liz, you scared me.” He shakily gave her half a smile. “I better get you home.” He started to stand, but Liz’s hand on his shoulder stopped him.

“Max.” Her voice was soft, a sharp contrast to her burning eyes. “I saw things.”

“What?” The look in her eyes was scaring him, a mixture of astonishment and awe.

“When you kissed me, Max.” She flushed slightly. “I saw things.”

“What...kind of things?” Liz took a deep breath, standing and pacing.

“Stars. I was flying through space, there were galaxies and novas, and I saw Earth. I was falling toward Earth.”

“What-”

“Wait, Max, let me just finish. Then I was in a cave, I think, and there were these...these pods, or something. There were children bursting out of them. I saw you, Max.” She said softly, meeting his gaze. “You, and Michael Guerin. And two girls-”

“Two girls?” Max whispered. Liz either didn’t hear him or chose not to respond.

“One of the girls was Isabel. I didn’t recognize the other one. There were soldiers, burying something, and a planet. It had desert, and green clouds.” She stopped.

Max sat down hard on a stool. Now it was Liz’s turn to kneel in front of him. She brushed a strand of dark hair out of his eyes.

“Max ... what are you?” She voiced the question softly. He didn’t answer. He couldn’t tell her the truth. There was Isabel, there was Michael. There was the fourth alien, the girl. So many obstacles stood in his path.

But what else can you tell her, Max? What else will satisfy her, but the truth? He looked up, his eyes locking into hers. Her face was flushed, hair tousled, lips swollen. But her eyes held not fear, but acceptance. Not hate...love. She loved him. Liz Parker loved him.

He pointed to the sky.

The End