"Close Encounters"
(Episode #202)

Story By
Joan Pickering with Erica Cavin

Written By
Joan Pickering
with
Erica Cavin

Beta Tester Draft	01/03/10
Final Draft	03/01/10
Posted	07/07/10

This is an unofficial project. It is not sponsored, licensed, or approved by Warner Brothers, Jason Katims Productions, or Regency Television. Not affiliated with Fox, Fox Searchlight, Tribune, Time Warner or the WB or UPN or parent company Viacom. No copyright infringements intended.

Original contents copyright (C) 2009-10 by Roswell: What Might Have Been

TEASER

1INT. MESALIKO CAVE - NIGHT

Michael is sitting in the cave in the area where he was healed. The torches are lit. He is trying to meditate, as River Dog taught him, but his attention keeps being drawn to the cave painting.

LIZ (VO)

Knowledge is a funny thing. Sometimes the more you learn, the more you want to know.

Michael gives up on his meditation and walks over to the cave painting, examining the symbols with care and a feeling of intensity.

Cut to:

2 INT. MAX’S POD CHAMBER - CONTINUOUS

Max is in his own pod chamber. A camping lantern provides a modicum of light. He's slowly circling the chamber touching the pod, and the walls, as if willing them to speak to him.

LIZ (VO)

Sometimes the more you learn, the more you realize you don't know.

Cut to:

3 EXT. FRAZIER WOODS - CONTINUOUS

Isabel is approaching the rock that she and Alex occupied when stargazing on the Father's Camping Trip. She is holding a camping lantern, which is providing light. She seems distraught as she places the lantern by her feet and sits on the rock. She looks up to the sky as if willing the stars to tell her what to do.

LIZ (VO)

And sometimes the more you learn, the more you wish you hadn't.

Cut to:

4 INT. MAX’S POD CHAMBER - CONTINUOUS

Liz has joined Max and they are sitting by his pod. We join them in mid-conversation.

MAX

(picking at the skin of the pod)

We're not part of the '47 crash, like we always thought, ...

Liz gently removes his hand from the pod before he can do more damage then holds both his hands in hers.

MAX (cont’d)

... but our people were.

LIZ

(intently)

Where are your people from?

Cut to:

5 INT. MESALIKO CAVE - CONTINUOUS

Maria has joined Michael. They are sitting by the torches.

MICHAEL

Antar. That's the name of the planet my people are from ... but not me.

MARIA

Not you?

Cut to:

6 EXT. FRAZIER WOODS - CONTINUOUS

Alex has now joined Isabel and they are sitting on the rock together.

ISABEL

We were ... developed while in orbit around Earth.

ALEX

(startled)

Developed? You mean like

(gauging her reaction)

… in a ... lab?

Cut to:

7 INT. MAX’S POD CHAMBER - CONTINUOUS

MAX

Antar's sun is dying.

LIZ

The red giant? The one I saw in my vision?

Cut to:

8 INT. MESALIKO CAVE - CONTINUOUS

MICHAEL

They needed to find a new place to live. None of the other planets they had studied could support them, long term ... so they chose Earth.

MARIA

(gasps)

They're going to invade!?

Cut to commercial.

END OF TEASER

ACT I

9 EXT. FRAZIER WOODS - CONTINUOUS

ISABEL

Earth's atmosphere was the most compatible, and they considered colonizing here, but long term exposure to Earth's atmosphere makes them sterile.

ALEX

Hence the experiments?

Cut to:

10 INT. MAX'S POD CHAMBER - CONTINUOUS

MAX

Hybrids, half Antarian and half human, seemed the best solution for them. The ship that crashed in '47 was a shuttle. The crew was on a reconnaissance mission for sperm and egg donors.

LIZ

(disturbed)

You mean abductions?

Cut to:

11 INT. MESALIKO CAVE - CONTINUOUS

MARIA

(upset)

So all those stories are true?

Michael responds in such a way that it's unsure if he's trying to convince Maria or himself.

MICHAEL

Ed said no one was harmed. They just needed sperm and eggs from humans. They weren't experimented on. Many were volunteers.

Maria seems suspect, but drops the argument for now.

MARIA

OK, I don't know much about biology, but how do two different species produce offspring?

Cut to:

12 EXT. FRASIER WOODS - CONTINUOUS

ISABEL

It turns out Antarians and humans aren't that different, biologically, but they didn't have any real success until they discovered that some humans had some sort of ... anomaly in their genes that made their DNA truly compatible to Antarian DNA.

ALEX

"Truly" compatible?

Cut to:

13 INT. MAX'S POD CHAMBER - CONTINUOUS

MAX

They needed a way to maintain Antarian abilities ... memories ...

LIZ

Memories?

Cut to:

14 INT. MESALIKO CAVE - CONTINUOUS

MICHAEL

Memories are passed from one generation to the next, genetically.

MARIA

(enthusiastically)

Ooh, ooh I read an article about that. How they think some schizophrenics, like that guy John Nash from the book "A Beautiful Mind", are actually accessing someone else's memories, which drives them crazy cuz they can't handle it; they think they're hallucinating. They call it—

Cut to:

15 EXT. FRAZIER WOODS - CONTINUOUS

ISABEL

Ancestral memory is very important to Antarians. Ed says it's how you learn who you are and what you can do.

ALEX

But you didn't know who you are. Is your ancestral memory not working?

Cut to:

16 INT. MAX'S POD CHAMBER - CONTINUOUS

MAX

Some ancestral memory sort of ... leaks out. Like how I knew how to heal without knowing what I was doing.

LIZ

And the rest?

MAX

(hesitantly)

Intimate contact ... with the right person ...

LIZ

Intimate?

Cut to:

17 INT. MESALIKO CAVE - CONTINUOUS

MICHAEL

Apparently even making out with the right person creates this connection that releases these memories.

MARIA

You mean like when Liz and Max were getting all hot and bothered and she saw the visions?

Cut to:

18 EXT. FRASIER WOODS - CONTINUOUS

ISABEL

It has something to do with chemistry and DNA. And since Antarians put so much importance on ancestral memory, they choose their mates based on that connection—who can best help them release their memories.

ALEX

(anxious)

Mates?

Cut to:

19 INT. MAX'S POD CHAMBER - CONTINUOUS

MAX

They wanted to make sure we would perpetuate the species, and the memories, so they determined in advance which of us would be the most compatible, biologically.

LIZ

(upset and worried, but trying not to show it)

So ...

(deep breath)

... with whom are you most compatible? Isabel? Tess?

Max cups her face in his hands.

MAX

You. I am most compatible with you and nothing Nasedo or Ed, or whatever he's calling himself, can say is going to change that.

They kiss.

Cut to:

20 INT. MESALIKO CAVE - CONTINUOUS

MARIA

(upset)

You always said Isabel was like a sister to you, so how can you think of her ... that way ... without the ick factor.

MICHAEL

(uncomfortable)

I don't think I can.

(beat; under his breath)

Although there was that one time ...

MARIA

(concerned, not sure she heard correctly)

One time?

Cut to:

21 EXT. FRAZIER WOODS - CONTINUOUS

Isabel is pacing in front of Alex, who is still seated on the rock. She is extremely agitated.

ISABEL

How dare he think he can turn me into a baby-making machine. What about my plans! I was going to be a supermodel ... I was going to travel ... I was going to have fun ...

The enormity of the situation hits her and her attitude changes from angry to overwhelmed. She sits on the rock next to Alex, defeated. Her voice becomes small, tremulous.

ISABEL (cont'd)

... not be the salvation of an entire species.

Alex wraps his arms around her and she responds in kind.

Dissolve to:

22 INT. CRASHDOWN – MAIN DINING AREA - LATER

The Crashdown is closed for the night. Isabel and Alex are seated on one side of a booth, holding hands, and Maria is seated on the other side. There are a bunch of half-empty and empty glasses on the table, indicating that they've been there a while. Liz is behind the counter filling a glass with cola and Max is seated across from her on a stool. Michael seems agitated, pacing between the door and the booth. He's distracted, not really focused on the conversation the others are having.

LIZ

OK, so Antar's trying to build a hybrid race to preserve their ancestral memories; they can't seriously expect to do that with just the four of you.

A low hanging flying saucer decoration brushes against Michael and he yanks it down. The others glance at him warily.

ISABEL

No, there were others. We were just the first deployed.

Liz hands the glass she was filling with cola to Max and starts filling another. Max shakes some Tabasco into his cola and stirs. As he's about to take a sip Michael, walking by and not paying attention, takes the glass from Max and drinks. Max gives him an irritated look, Maria rolls her eyes, gets up from the booth and pushes/directs Michael into it, then slides in next to him. Michael seems puzzled and annoyed but resigned to sitting there.

LIZ (cont'd)

(handing Max another cola)

So if you're not part of the '47 crash, when were you deployed and how did you get separated from Nasedo—I mean Ed?

MAX

Their shuttle crashed in 1958; a few miles from the pods.

MARIA

(musing)

Antar's NASA really needs to work on quality control.

Michael, noticing he's still holding the flying saucer starts making zooming and crashing noises as he zooms it around and crashes it into the items on the table. Isabel glares at him but he ignores her. Alex notices the look on Isabel's face and jumps in quickly.

ALEX

(to Max)

You said their. How many were on board?

Michael waves his hand over the flying saucer and eight grayling alien heads appear in windows on the side. Isabel rolls her eyes but Maria smiles, and getting into the spirit of the visual aids, leaves the booth, heads for the souvenir section of the diner, grabs eight silver alien dolls (similar to the one she used as a voodoo doll once) and brings them back to the table. Michael waves his hand and names appear on four of the dolls: Michael, Max, Isabel and Tess. He waves his hand again and Mentor 1, 2, 3 and 4 appears on each of the other dolls.

MICHAEL

Two are hurt.

(he puts mentors 1 and 2 aside.)

Two take us ...

(he has mentors 3 and 4 move the four named dolls to another part of table)

... and hide us in the pod chambers. They came back …

(moves mentors 3 and 4 back to the spaceship)

to find the military swarming all over the ship.

Maria arranges forks and knives around the ship.

MICHAEL (cont'd)

These two

(holds out mentors 3 and 4)

get caught.

MARIA

(pointing to mentors 1 and 2, the "injured" dolls)

And the others?

MAX

(quietly)

They died.

Liz takes his hand.

ALEX

So that's why there was no one to look out for you?

All three nod.

LIZ

But if Antarians are shapeshifters how did they get caught? Did they look...alien?

ISABEL

They looked like humans but the military thought they might have seen something or been exposed to something.

ALEX

Why didn't they use their powers to escape?

MAX

After excavating the caves for the pods, they were too weak to use their abilities. They were taken to the Eagle Rock military base, where they did blood tests ...

(sighs)

ISABEL

(voice strained; this is difficult for her to relate)

After that it was one test after another. They drugged them, to keep them docile, and unable to defend themselves. Then they discovered the effects even small amounts of alcohol has on us; with the loss of their inhibitions the military became aware of some of our abilities.

LIZ

(concerned)

Which ... abilities?

MAX

Just small stuff, because the drugs kept them from doing anything major, but enough to pique their curiosity.

MARIA

That must have been so awful for them.

MICHAEL

Ed said, and I quote, "Their narrow-minded, insular desire to learn what we could do, turned them into pig-headed despots who forgot they were dealing with sentient beings."

LIZ

(concerned)

Did they suffer permanent damage?

MAX

Because of the constant use of his powers and the alcohol, Ed said he lost a lot of his memories—short term, long term, and ancestral—and he may never get them back.

LIZ

(worried)

Could that happen to you?

MAX

(hesitates)

No. Those were extreme circumstances. The stuff we do isn't harmful.

Liz does not see Isabel's narrowed-eyed look at Max.

ALEX

But they got away?

ISABEL

The other mentor died. Eventually Ed's immune system fought off the drug's effects and he was able to gather enough energy to use his powers to escape.

Maria reaches for a fork, turns it so it faces the Mentor 4 alien doll.

MARIA

How? Weren't they watching him at all times? How did he do that without them seeing him?

ISABEL

(distractedly)

We don't know. We don't even know why Tess grew up with him, but we didn't.

Isabel gets up abruptly from the booth and goes through the swinging door to the back room. Alex, surprised, hesitates only a second then follows her.

MICHAEL

He said we had a lifetime to learn everything; there was no need to learn it all in one day.

(beat)

I think he was tired. You know, like when you are running on adrenaline and then when the need to keep going is no longer there, you just collapse. Now that he's found us, he can rest.

Michael becomes very quiet, pensive. Maria reaches out and puts her hand on his.

MARIA

(compassionately, and softly so only he can hear)

I'm sorry.

MICHAEL

(confused)

For what?

MARIA

That there's no spaceship coming to rescue you.

MICHAEL

It figures I screwed up once again.

(off Maria's questioning look)

I bet on the wrong horse and now I'm stuck here ... with no future.

MARIA

Then change horses.

(beat)

Bet on you.

Cut to:

23 INT. CRASHDOWN – BACK ROOM - CONTINUOUS

Isabel seems agitated and Alex has his arm around her; comforting her.

ALEX

(sensing what's wrong)

This isn't anything like what you imagined, is it?

Isabel, lips pursed, shakes her head in a resigned manner.

ISABEL

(sighs)

We'll learn more tomorrow, after school. We're all meeting again at Michael's.

(beat; steps out of his embrace to look directly at him)

I wish you could be there.

ALEX

(placing his hands on her arms)

If you want me there, then I'll be there.

ISABEL

(smiles gratefully and strokes his cheek with her hand)

Thanks ... but it's probably best if you don't. Don't want to rock the boat just yet.

ALEX

(placing his hand on her cheek)

Then I'll be with you in spirit.

They kiss.

Cut to:

24 INT. CRASHDOWN - COUNTER - CONTINUOUS

Max and Liz are holding hands over the counter, talking privately.

LIZ

So you, Michael, Isabel, and Tess were all created to save the Antarian species?

MAX

Apparently.

(beat)

If we can believe anything Nasedo ... Ed tells us.

LIZ

You think we can't trust him?

MAX

I don't know. There are still too many unanswered questions, and it's not like we can stroll into Eagle Rock military base and ask them to verify his stories.

The camera pans out and over to include the Crashdown front window. We see a figure there, watching them.

Cut to:

25 INT. EAGLE ROCK MILITARY BASE - CO'S OFFICE - MORNING

A picture of Larry Trilling on a desk. The camera pulls back to reveal the desk is in a military office. Seated behind the desk is a major; standing on the other side, holding some folders, is a lieutenant.

MAJOR

(picking up picture)

Are you sure this is the man our loquacious private was talking to?

LIEUTENANT

(crisply)

Yes, Ma'am! Lawrence Trilling. Lives in Roswell. Works at the UFO Museum.

MAJOR

(reacts to information; not happy)

Tell Captain Perez I want him to do a threat assessment.

LIEUTENANT

(saluting)

Yes, Ma'am!

The lieutenant leaves as the major continues to contemplate Larry's picture.

Cut to:

26 INT. HARDING KITCHEN - MORNING

Tess and Ed are at the kitchen table having breakfast.

TESS

I'm so glad we can finally stay in one place for a while.

ED

Don't get your hopes up. We won't be staying.

TESS

(in mid-bite, shocked)

What do you mean?

ED

It's not safe here. It was bad enough with what the military knows about me, and now the FBI is suspicious of Max.

TESS

But we've been searching for them for years. Are we going to abandon them now that we've found them?

ED

I'm not abandoning anyone. They'll be coming with us.

TESS

What if they don't want to leave?

(puzzled)

They don't seem ... coopertive.

ED

They have no choice.

(beat)

I can't believe he risked so much healing that girl ... and then to leave the bullet hole and the blood on the uniform ...

TESS

He said he didn't think of it ... it all happened so fast ... he was only thinking of Liz.

ED

I know. That's what I don't understand. Why?

Cut to commercial.

END OF ACT I

ACT II

27 EXT. WEST ROSWELL HIGH SCHOOL - QUAD - NOON

Max, Michael, Isabel, Liz, Maria, and Alex are at one of the tables at the farthest edges of the quad, away from the crowds, having lunch. They are keeping their voices low so no one will overhear.

ALEX

(to Isabel)

I've been thinking. How do they know you are supposed to mate with Michael ...

(to Max)

… and you are supposed to mate with Tess? Did Ed know what you all were going to look like when you grew up?

ISABEL

No. He said we were genetically marked, so they would know how to group the different teams together; it causes an identical birthmark on our hips. We just compared birthmarks ...

MARIA

I just don't get how intimate contact can release ancestral memories ... and how come they don't come out all at once?

ALEX

I think it's probably like a compressed file in your brain and the intimate contact must be the WinZip program that unzips the compressed memories one file at a time, or maybe sometimes only portions of the file.

MARIA

I know what a lot of those words mean, but not when you put them together like that.

LIZ

So, we were right about the orb; it is a communicator, used to contact the mothership and each other when out of telepathic range—

ALEX

(interrupting)

Sort of like an alien cell phone.

LIZ

... but if the one we found was from the '47 crash, buried by one of the researchers when he thought he might be captured, where is Ed's. Do the military have it? Was he able to contact the mothership before he was captured.

MAX

He didn't say.

MARIA

Speaking of being captured, how did Ed end up with his healing stones and the Whirlwind necklace? Wouldn't the military have taken those?

MICHAEL

One of the mentors that stayed with the wreckage contacted him telepathically about being discovered, so Ed and the mentor with him buried what Antarian artifacts they had with them, in case they were captured.

ALEX

(contemplatively)

You know, it's interesting that—

(noticing someone passing close to their table)

That's a good solution ... and in Act II we should probably explain that the signal from that orb could be seen for thousands of miles by Antarians, but only a few miles by humans.

The others look at him strangely until they realize the reason for his subterfuge. They all start nodding at his "suggestion" and wait until the area is clear before continuing.

MICHAEL

(musing)

Superman has x-ray vision, Antarians got long distance vision.

(bummed out)

Well full Antarians do.

MARIA

(lowering her voice even more than before)

So if that's how Ed and Tess knew to come back to Roswell and you two ...

(points to Liz and Max)

... set off the first signal, accidentally, in February, how come he's waited until April to contact you?

MAX

He says he never saw the first signal; that it probably wasn't on long enough.

LIZ

But if he wasn't here in February when the first signal went off, then who is the Desert Man?

ISABEL

We'll just have to ask him when we meet this afternoon.

(beat)

MICHAEL

I've got to go. I have something I need to do before art class. See you later.

He leans over and gives Maria a quick goodbye kiss and then leaves.

MARIA

(conspiratorially)

OK, Michael's party. I talked to River Dog and he's coming. Do you think we should invite Tess and Ed?

LIZ

With all that's going on, maybe we should postpone Michael's surprise birthday party.

MARIA

Are you kidding? This was my mother's idea. Once she found out Michael has never had a real birthday party—you know, with all the works—she insisted that we throw him one. What am I supposed to say to her? He's connecting to his alien roots and doesn't have time for human interests? This party is taking place!

(beat)

Besides I think now, more than ever, he needs to be reminded that he has a good life here with good friends.

MAX

I'll mention it to Tess; see if she and Ed would be interested.

(looking at his watch)

We better get a move on before we're late.

They all get up to leave. Max and Liz exchange a quick kiss before she goes off with Maria; Alex and Isabel exchange a quick kiss before Isabel goes off with Max; and Alex goes off separately. The camera pans to Kyle, sitting at another table in the quad reading 30 Days to a More Powerful Vocabulary. Tommy and Paulie approach his table. They both read the book title, then look at each other like they can't believe their eyes.

PAULIE

(teasing)

That's not required reading. Who are you trying to impress?

TOMMY

(joining in the fun)

You don't suppose he's trying to get Liz back, do you?

PAULIE

No, she's history ... it must be Isabel.

TOMMY

No, wait ... it's the new girl!

Kyle's reaction confirms this.

PAULIE

(incredulous)

Didn't I warn you off her?

TOMMY

Apparently ...

(grabs book)

Mr. Wordsmith here didn't heed your warning.

(looks down at book, shakes head, pretends sadness)

And now he's a goner.

KYLE

(grabbing the book back)

There's nothing wrong with trying to improve yourself.

Kyle leaves and Tommy and Paulie fall into a fit of laughter.

Cut to:

28 INT. WEST ROSWELL HIGH SCHOOL - HALLWAY - CONTINUOUS

Max and Isabel are walking down a hallway heading towards a class.

ISABEL

(concerned)

So, are you going to listen to Ed? Be a little less heroic?

MAX

(looks at her askance)

What are you talking about?

ISABEL

(lowering her voice but keeping an edge to it)

You know perfectly well what I'm talking about—how the amount of power you used to heal Liz probably killed multiple brain cells, and if done often enough could kill you!

MAX

(unconvincingly)

He was just trying to scare us into not doing something so public again.

ISABEL

He didn't mean that and you know it. He said we're much too young to try something of that magnitude, and overuse of our abilities is dangerous. We can't start thinking we can save the world.

MAX

(annoyed)

I don't think I can save the world.

ISABEL

(with concern)

Really? Are you sure about that?

Cut to:

29 INT. WEST ROSWELL HIGH SCHOOL - HALL WAY - CONTINUOUS

Maria and Liz are approaching a classroom. They are about to enter when something catches Maria's eye down the hallway. The camera switches to her POV and we see Michael talking to Tess. The camera switches back to Maria and Liz as Maria speaks.

MARIA

(curious)

Didn't Michael say he was going to art class?

LIZ

(equally curious)

Yes, he did.

MARIA

And isn't the art room on the other side of the building?

LIZ

Yes, it is.

Maria is about to go and investigate when the bell rings. The teacher sees her standing at the doorway, so she has no choice but to enter.

Cut to:

30 INT. WEST ROSWELL HIGH SCHOOL - HALL WAY - LATER

Maria is at her locker, alone. She opens it and is surprised to find an orchid corsage inside with a note that says "Thinking of you. Michael". She is very pleased. She opens the box and takes out the corsage to smell it. She takes a deep whiff and a puzzled expression comes over her face. She puts the corsage back into her locker, takes out her chemistry book and closes the door. She sees Alex approaching.

MARIA

Hey, what's up?

ALEX

Well, since you asked, I've been meaning to mention that I had to do a lot of explaining when Isabel realized we kissed.

MARIA

She got a flash?

ALEX

(eyes lighting up at the thought, then sighs)

No, she tasted your lip gloss.

MARIA

Sorry. Do you need me to talk to her?

ALEX

No. I think we should leave well enough alone. Just thought you should know that she knows.

MARIA

OK, thanks, but let me know if you change your mind. I have ammunition on her now, so she has no room to complain.

ALEX

Ammunition?

Cut to:

31 INT. WEST ROSWELL HIGH SCHOOL - ERASER ROOM - LATER

Max and Liz are in each other's arms, kissing. They are engrossed in each other and there's a franticness about their movements. Max moves his arms to hold Liz even more tightly. She reaches up, her hands clasped behind his neck. Suddenly, there's a high-pitched beeping sound.

MAX

(mid-kiss)

Damn.

Liz steps back and pushes a button on her watch silencing the alarm. She sighs. Max is breathing a little heavily. He reaches for the watch.

MAX (cont'd)

I could fix that watch you know.

Liz smiles and moves it out of reach. She starts smoothing her hair and clothes, then checks Max.

LIZ

(gently rubbing some lipstick off his cheek)

You know why we have to do it this way, otherwise we have a tendency to lose track of time.

MAX

(teasing)

I can't imagine why.

LIZ

Well, Mr. Seligman can, so we don't want to be late for his class; we don't have time for detention.

MAX

(smiling)

Do we have time for one more kiss?

Liz starts to glance at her watch but Max catches her wrist and pulls her toward him.

Cut to:

32 INT. WEST ROSWELL HIGH SCHOOL - SCIENCE LAB - MOMENTS LATER

The bell has just finished ringing and Max and Liz are rushing in just after it, heading to their lab table. Mr. Seligman notices their seconds late arrival and shakes his head, as do Maria and Alex who give them teasing looks. As Max and Liz get to their seats and are settling in Tess walks into the science lab. She walks over to and speaks to Mr. Seligman, handing him some papers. We do not hear their conversation. Max and Liz are busy at their table and do not notice that Tess is there.

LIZ

(teasingly to Max)

I told you we shouldn't risk it.

MAX

(smiling)

Yeah, but it was worth...

(sees Tess and his voice falters)

... every moment.

Liz turns to see what caused this reaction and her smile fades.

SELIGMAN

Class, may I have your attention. Allow me to introduce Tess Harding. She is new to our school, having transferred mid-semester. I'd like you all to give her a warm welcome to West Roswell High.

There are various "Hey, Tess"es, "Welcome Tess"es, a few wolf whistles, and laughter at same.

SELIGMAN

OK, that's enough. Ms. Parker, I'm going to ask you if you don't mind working alone for a while. You are the best student in this class, and therefore the most able to work without a partner. Ms. Harding, you will be working with Mr. Evans.

Liz is crestfallen, but heads to the empty lab desk in the back of the room. Tess approaches Liz's empty seat.

TESS

(to Max, smiling)

Hi.

MAX

(returns her smile, halfheartedly)

Hey.

Tess is about to say something but Max doesn't notice because he is forlornly watching Liz walk to the back of the room. After Liz sits, they continue to stare at each other, longingly.

SELIGMAN

Mr. Evans! I know I may not be as attractive as Ms. Parker, but I think you might learn more if you were facing this way.

Max jumps at the sound of his name and sheepishly turns his attention back to Mr. Seligman. A ripple of titters runs through the classroom. Not wanting any more embarrassment, Max focuses his attention on the lecture. Dissolves show the progression of the class with Max and Tess working together on the day's experiment with minimal contact on Max's side and with Liz making frequent glances in their direction. Class ends. Max collects his books and is about to leave the classroom with just a nod goodbye to Tess, but she stays his leave by putting her hand on his arm. A look of puzzled disappointment crosses her face but she shakes it off and smiles at Max.

TESS

I just want to thank you for your help today. And thanks for inviting Ed and me to Michael's party; that was very thoughtful of you.

MAX

You're welcome.

TESS

(enthusiastically)

And I'll see you this afternoon, right? At Michael's?

Liz has reached their table in time to hear this exchange. There is a slight amount of awkwardness on Liz and Max's part, but Tess seems oblivious.

MAX

(politely)

Right. I'll see you this afternoon.

Max and Liz walk out into the hallway.

LIZ

You know Mr. Seligman did that on purpose, to teach us a lesson.

MAX

I'm sorry. This is all my fault.

LIZ

(teasingly)

Oh really? Are you saying I have no control when I'm alone with you?

MAX

I ... no ... that's ...

LIZ

(laughing)

Relax! We're both to blame.

MAX

Well, if it's any consolation, Tess is really good.

(off Liz's concerned look)

At chemistry. So we may be able to convince Mr. Seligman she doesn't need a partner.

Cut to:

33 EXT. WEST ROSWELL HIGH SCHOOL - TRACK FIELD - LATER

Kyle and several others are on the field, running the track, jumping hurdles. Tess approaches the bleachers and sits several rows up. She pulls out a notebook and pen and begins writing. As soon as she arrives, we see a change in Kyle. At first he is distracted then he starts showing off; running faster, jumping higher than necessary to clear the hurdles, etc. He glances in her direction to see if she has noticed his prowess but Tess is still writing, a serious expression on her face. Finally, Kyle catches his foot on a hurdle and crashes to the ground. He immediately looks towards the bleachers to see if Tess saw. She's looking down at her notebook but the movement of her body suggests she may have been looking up seconds before. Kyle sighs, brushes himself off then limps over to the benches, in Tess's direction, to get some water. Tess sees him approach and puts away her pen. She looks down at what is written in her notebook and her eyes focus on something that does not belong—among her chem notes on combustible materials and flashpoints she has written the name KYLE. She seems surprised and embarrassed. She casually slides her hand across the page. Kyle's name disappears. Kyle approaches, unbeknownst to Tess who is looking at her notebook.

KYLE

(as if he just noticed her)

Hey, Tess!

Tess is startled. She quickly closes her notebook and accidentally drops it. Her voice is high pitched with nervousness when she responds.

TESS

Hey.

Kyle stoops to pick up the notebook.

TESS

(nervously muttering)

It's just chem notes, it's just chem notes.

Tess gathers the rest of her stuff.

KYLE

(joking)

You mean you're not spying for Goddard Gators?

(beat)

Cuz that's why I fell, you know ... if you saw ... so you'd report back that we aren't ready for the meet ... make them—

(trying to impress her)

complacent.

Their hands touch briefly as he hands the notebook to her. There's an obvious reaction from both of them.

TESS

They're just my chem notes.

Tess leaves and Kyle watches her go, nonplussed.

KYLE

(convincing himself)

Strange can be good.

TRACK COACH

Valenti! Come on.

With a sigh, Kyle trots back to the field.

Cut to:

34 INT. MICHAEL'S APARTMENT - AFTERNOON

Max, Michael, Isabel, Ed, and Tess are there. It's obvious that Ed and Tess have just arrived and that Ed is not happy.

ED

I'm very disappointed. I know what you did. I told you not to say anything to the humans until I had determined they could be trusted.

MAX

We've already determined that. What we haven't determined is if we can trust you?

ED

What are you talking about?

Michael walks over to Ed and hands him five healing stones.

MICHAEL

I believe these are yours.

Ed cups his hands over Michael's as he takes them from him, nodding, somewhat contemplative, but does not say anything.

ISABEL

Aren't you curious how we got them; how we know they're yours?

ED

You met River Dog.

(beat)

What did he say about me?

MAX

(matter-of-factly)

That you murdered James Atherton.

(with more severity)

Did you?

ED

No. Atherton was interested in these.

He holds up the healing stones, then places them on the counter.

ED (cont'd)

I'm assuming River Dog told you of their healing properties, but they can do much more than restore your balance.

MAX

Liz thinks they were powering the pods.

ED

(looks sharply at Max, annoyed)

She's right. Anyway, Atherton wanted to experiment ... something went wrong, I don't know what ... I was only trying to help him.

MICHAEL

So, if you didn't kill Atherton, why did you run?

ED

Fear. I knew what it would look like. The elders had told River Dog not to trust me. He saw me kneeling over Atherton ... with my hand on his chest ... I just panicked. I figured he would never believe I was trying to heal him, not kill him.

ISABEL

Why should we believe you?

Ed thinks about this for a moment, then a thought comes to him. He gently places his hand on Isabel's arm and looks at her hopefully.

ED

Did River Dog mention whether there was a silver hand print on Atherton's chest?

MAX

No, but we know there was one from the police photo.

ED

That only happens from an intense healing; trying to prevent someone from dying.

ISABEL

(stepping away from Ed's touch)

We still only have your word for that.

ED

For now, but once you start accessing your ancestral memories, you'll know it to be true. I can't emphasize enough how important accessing these memories are. Without them you are flying blind.

MICHAEL

(under his breath)

Been doing that all our lives.

(beat; changing subject)

Did you come back to Roswell in 1970?

ED

I made repeated trips back between 1959 and 1989, to see if there were any news reports that would indicate my group had left their pods. Why do you ask about 1970?

MAX

Does the name Hubble mean anything to you?

Ed's reaction says it does.

ED

Ah, yes, Everett Hubble. He became a definite thorn in my side.

ISABEL

(arms crossed)

Not surprising if you murdered his wife.

TESS

(angry)

Why are you attacking him!? He's only here to help you.

MAX

We're just trying to get at the truth. Like why you've been stalking us for months ... and what did you do to Hank?

TESS

(indignant)

We haven't been stalking you for months, we just got here a few weeks ago from Australia.

MAX

If you just got here then how did you leave the Whirlwind symbol in Frasier Woods in January?

ED

(puzzled)

What do you mean "left the symbol"?

ISABEL

Someone burned it into the ground near the cave ... you know ... the cave. The flash was seen by several people and the Sheriff's Department investigated.

MICHAEL

River Dog was sure it was you.

Ed seems flummoxed, then something seems to dawn on him, but he covers it up.

ED

I'm sorry, I have no idea who did that, I don't know anyone named Hank ... and I didn't murder Hubble's wife. I was heading into this café when this woman standing by a convertible parked out front collapsed; started having a seizure. Once again I was just trying to help; it should have been an easy fix. I guess my healing abilities were damaged during those experiments; I haven't tried healing more than a broken bone since.

MICHAEL

You said you came back to check on your group. What happened to the other teams?

ED

I'm not comfortable telling you anything more about your Antarian heritage until I know for sure you won't repeat everything I tell you to your little friends.

ISABEL

But you're comfortable expecting the four of us to recreate an entire species? Do you expect Tess and me to be baby factories, pumping them out as fast as we can?

ED

(aghast)

How could you think such a thing? You will not be having children for some time yet. How can you pass on your life experiences to your children if you haven't had any yet?

(collects himself)

It's not an issue now. What is an issue now, is learning about your Antarian selves through your ancestral memory.

MICHAEL

In other words, you want us to get busy sucking face with each other. Well what if we don't want to?

ED

Don't want to? Would you really turn your back on your own people?

ISABEL

This is America. We don't have arranged marriages here. We marry for love.

ED

This is more serious than love, or customs, or traditions. An entire species is depending on you four to do what's right. Our survival depends on it. They are counting on you to pass on their legacy, to perpetuate their memories.

MAX

(getting angry)

Will you stop saying that! It's too much pressure. We never agreed to any of this.

Max, frustrated, stomps off towards the kitchen and leans with his back against the counter, glaring back at Ed.

ED

(remaining calm)

That doesn't change what needs to be done. You have to fulfill your duty.

MICHAEL

We don't have to do anything.

Ed shakes his head in frustration at their defiance. He turns to Tess.

ED

The sooner we leave Roswell the better.

ISABEL

(apprehensive)

Leave Roswell?

ED

Yes. It's too dangerous. We can't stay here.

MICHAEL

(angry)

You're abandoning us!? Again!?

ED

When I say "we" I mean all of us. We are all leaving Roswell.

MAX

We aren't going anywhere with you.

(glances at Michael and Isabel who nod in agreement)

And we're NOT leaving Roswell.

TESS

(confused)

Why not?

ISABEL

Because this is our home. This is where our family is ... our friends.

TESS

We are your family; we are your friends.

ED

These attachments you've made here are unhealthy. They are countermand to your mission. There's no discussion. You're going.

MAX

I'm going ... just not with you.

Max heads for the door. Ed throws his arm out in Max's direction; Max falls to the floor, face down. Ed brings his arm back and Max slides towards Ed. [think Harvest] When he reaches Ed, he stops sliding and Ed bends down. The others look on in shock, even Tess.

ED

You're not strong enough yet to defy me.

Cut to commercial.

END OF ACT II

ACT III

35 INT. MICHAEL’S APARTMENT - CONTINUOUS

Everyone is in the same position. Max tries to get up but Ed is using his powers to keep him pinned to the floor.

ED (cont’d)

If you'll just listen to me, and let me teach you, I won't be able to do this to you ... nor will anyone else. Do you understand?

Max nods and Ed releases him. Ed places his hand on Max's shoulder in an effort to help him up, but Max shrugs him off, getting up slowly, bruised and sore from the fall.

ED (cont’d)

(to Tess)

I think it’s time we left.

(to others)

We’ll talk again later, when you’ve had a chance to calm down and think about what I’ve said. You need to understand something. I am your mentor, not your enemy. My role in life is to teach you, to pass on to you my life experience. The military severely curtailed my abilities to do this, but I have never shirked my duties. All I’ve thought of these past 40 plus years is finding and helping you.

Ed and Tess leave. The others are still somewhat in the state of shock.

MICHAEL

"Mentor" huh? I already had one of those.

ISABEL

(apprehensive)

Max, I don’t want to leave.

MAX

Don’t worry, we’re not going anywhere.

MICHAEL

How are we going to stop him from making us? He’s obviously stronger than we are.

MAX

We’ll find a way.

Cut to:

36 INT. VALENTI HOME - DINING ROOM - NIGHT

Kyle and his father are eating dinner. Kyle seems in a world of his own, causing an awkward silence.

VALENTI

You seem distracted.

KYLE

(not wanting to talk)

It’s nothing.

VALENTI

Doesn’t seem like nothing.

(pauses for a response which he doesn’t get)

Didn’t we agree to keep the lines of communication open?

KYLE

(reluctantly)

It’s just this new girl at school ... I can’t stop thinking about her.

VALENTI

(interested)

What’s she like?

KYLE

(faraway, like he’s back in his own world)

She makes me hum.

VALENTI

Hum?

Kyle nods absently.

VALENTI (cont’d)

Any particular tune?

KYLE

No, my body actually hums when I’m around her ... She’s not like anyone else I’ve ever met.

Valenti smiles knowingly.

Cut to:

37 INT. HARDING KITCHEN - NIGHT

Tess is at the kitchen sink. We hear a humming noise. When Tess changes the magnet on the dishwasher from “Dirty” to “Clean” we realize the humming noise is coming from the dishwasher. She and Ed are doing last minute clean-up after their dinner.

ED

Obviously I’ll no longer be welcome at Michael’s party tonight, but I think you should still go.

TESS

(concerned)

What makes you think I’ll be welcome?

ED

It’s me they don’t trust. You’ve done nothing to upset them.

TESS

Neither have you really. Their distrust ... it’s all based on misconception.

ED

All the more reason for you to go. This will give them a chance to get to know you better and for you to get to know them better. For you to pave the way for them to get to know me better.

(sternly)

You need to go.

TESS

Yes, sir.

Cut to:

38 INT. DELUCA LIVING ROOM - NIGHT - LATER

Michael, Max, Isabel, Liz, Alex, River Dog, and Amy are there, some sitting, some standing; music is playing in the background. It’s a subdued atmosphere. Maria enters the living room, all dolled up. Michael sees her and smiles. The door bell rings and Maria goes to the door and answers it. When she opens the door she sees Tess. Her smile fades. Without turning from Tess, she calls out.

MARIA

Michael, Max, Isabel!

Michael, Max, and Isabel come to stand behind her.

TESS

(feeling awkward, she blurts things out)

I’m sorry. That wasn’t the real Ed ... this afternoon. He’s not usually like that. He just doesn’t understand your resistance ... I’ve learned so much from him these last 10 years ... I think he assumed you would want to learn as much as I do.

MICHAEL

(defensively)

We do.

MAX

(acrimoniously)

We just don’t like his methods.

TESS

Will you give him another chance?

MAX

We’ll think about it.

Disappointed, Tess starts to walk away.

ISABEL

(sympathetically)

We’re not mad at you.

Tess stops, looks back hopefully.

ISABEL (cont’d)

That’s all I’m saying.

Tess nods and starts to leave again.

MICHAEL

Do you want to come in? I’m assuming you were invited.

He looks to Maria for confirmation, who nods. Tess turns, smiles, and enters as the others back away to give her passage. In the background Amy and River Dog look confused by the confrontation, but shrug it off.

TESS

Thank you.

Cut to:

39 INT. MARIA DELUCA’S BEDROOM - NIGHT - LATER

Party noises can be heard coming from the living room. Maria and Michael are alone in her bedroom; the door is ajar. She is wearing the corsage on her wrist.

MICHAEL

(pleased, indicating corsage)

You're wearing it.

MARIA

(smiling)

Of course. Corsages are for special occasions and this is a very special occasion.

MICHAEL

Thanks.

MARIA

No, thank you.

(beat; admiring corsage)

You did a great job on the look.

MICHAEL

The look?

MARIA

Yeah, it looks just like an orchid.

MICHAEL

Oh ... you know ... sorry. All I could afford was the carnation, but that didn't look like the ones Liz and Isabel had, so I ...

He gestures with his hand that he manipulated it.

MARIA

There's no need to apologize. I appreciate the thought.

MICHAEL

How did you know it wasn't?

MARIA

The smell.

MICHAEL

The smell?

MARIA

Yeah, it needs to smell like an orchid, not a carnation.

MICHAEL

I'll work on it.

MARIA

(smiles)

Feel free to practice with me all you want.

Michael smiles back and they kiss.

Cut to:

40 INT. DELUCA KITCHEN - LATER

Michael is alone in the kitchen, searching in a drawer for something. He cuts himself on a sharp object in the drawer; it’s a pretty deep cut. He goes to the bathroom to get first aid supplies, leaving the door ajar.

Cut to:

41 INT. DELUCA HALLWAY - CONTINUOUS

Tess is walking towards the bathroom. From her angle she can see that the door is partly open and Michael has first aid supplies out on the sink counter.

TESS

What happened?

MICHAEL

I cut myself.

Tess steps into the bathroom and closes the door.

TESS

Did someone see you?

MICHAEL

No.

TESS

Then why don’t you just heal yourself?

MICHAEL

(hesitantly)

I’m ... uh ... not that good at healing. It kinda comes and goes. I don’t seem to have any control ... I’m better at healing others than myself.

TESS

(impersonal tone)

That’s not surprising. You would naturally be calmer, more focused when trying to heal someone else then when trying to heal yourself.

MICHAEL

I’m calm now.

TESS

But you’ve already convinced yourself that you’re going to fail. We’ll have to work on building your confidence. “Thinking 'I alone shall do it' is the self-confidence of action."

(at Michael’s quizzical look)

A Buddhist saying.

Cut to:

42 INT. DELUCA HALLWAY - CONTINUOUS

Maria is approaching the bathroom when she hears voices and stops.

TESS (OS)

I didn’t have time to get you a present; this could be my gift to you.

MICHAEL (OS)

Thanks.

They leave the bathroom together; Michael’s cut is healed; they do not see Maria, who frowns, looking puzzled and suspicious.

MARIA

Michael!

Michael turns, startled.

MARIA (cont’d)

It’s time to open gifts.

Cut to:

43 INT. DELUCA DINING ROOM - LATER

In the background are Michael, Max, Isabel, Maria, Liz, Alex, and Tess in the living room dancing to rock music. Isabel is showing Tess some moves and Michael joins her, which sets everyone to laughing and good-naturedly mimicking his moves; he joins in on the laughter.

In the foreground, Michael’s opened gifts are on the dining room table. Among them we can see a book A Portrait of the Artist as a Young Man by James Joyce, a basket that is filled with teas, jarred fruits, etc., a picture of a group shot of Michael, Max, Isabel, Maria, Liz, and Alex, with two tickets to a Metallica concert tucked in the corner of the frame. Amy is holding up a dream catcher, admiringly. River Dog is holding one of the jars from the basket.

RIVER DOG

(nodding in approval)

Mulled pears in a juniper berry and red wine sauce.

AMY

(smiling)

Good for cleansing karma.

RIVER DOG

(admiring other items in basket)

Good choices. These will be good for Michael.

AMY

(indicating dream catcher in her hand)

As will this. Between cleansing his karma and catching bad dreams, I think Michael will do all right, with us on his side. By the way, this is beautiful craftsmanship. Did you make it yourself?

RIVER DOG

Yes.

AMY

You know, if you want to make some more I take things on consignment at my store.

MARIA

(calling from living room with a warning tone)

Mom!

AMY

(aside to River Dog)

We’ll talk later.

Cut to:

44 INT. WEST ROSWELL HIGH SCHOOL - HALLWAY – MORNING

Isabel seems to be waiting for someone. When Alex turns the corner she brightens.

ISABEL

Alex! It’s so good to see you!

ALEX

(pleased but perplexed)

That’s always good to hear, but didn’t we just see each other an hour ago?

ISABEL

(dragging him into an empty classroom and closing the door)

That was one hour too long.

ALEX

OK, so what’s up?

ISABEL

I’ve been thinking about this whole destiny thing, you know, where I’m supposed to be with Michael.

ALEX

Oh, yeah, right.

ISABEL

And wondering how that might affect us; I don’t want this, or anyone, to come between us.

ALEX

You know I’ll support whatever decision you make. If you want ... if you just want to be friends ... I’ll understand.

ISABEL

Remember when I said I wanted to take things slow.

ALEX

The word “glacial” comes to mind.

ISABEL

Do you view me that way? As an ice princess?

ALEX

Oh, no, no, that isn’t ... I mean ...

ISABEL

Relax, Alex, I know that’s what people call me ... and maybe they’re partially right.

ALEX

I swear—that’s not how I feel.

Isabel pins Alex to the wall.

ISABEL

How would you feel if I said I wanted to melt that ice?

ALEX

(shocked at Isabel’s forcefulness)

Oh well ... um ... you know I’m here for you, whatever it takes. You can count on me.

ISABEL

Yes, that’s true ... I can always count on you.

She kisses Alex, passionately.

Cut to:

45 INT. WEST ROSWELL HIGH SCHOOL - HALLWAY - LATER

Max and Liz are at his locker, talking; we do not hear their conversation. Michael approaches.

MICHAEL

Hey.

MAX

Hey. What’s up?

MICHAEL

Can you meet me at my pod after school? There’s something I think you need to see.

MAX

Sure. What is it?

MICHAEL

I’d rather just show you than tell you.

MAX

OK.

(to Liz)

You coming?

LIZ

Maria and I have a shift at the caf after school. Maybe we’ll come by later.

MICHAEL

(to Max)

I don’t have sixth period, so I’ll go ahead and see you there; and I’ve already asked Isabel and Tess.

Max looks up sharply at Tess’s name, then frowns. Michael takes off. Max seems about to call after him, but changes his mind.

LIZ

(ruminating)

What do you suppose Michael found? We went over those chambers with a fine tooth comb.

MAX

(shrugs)

Won’t know till I get there.

Cut to:

46 INT. WEST ROSWELL HIGH SCHOOL - HALLWAY - LATER

Maria is walking down the hall and Michael catches up to her.

MICHAEL

Hey.

MARIA

(smiling)

Hey back atcha.

They continue walking. Michael is silent, but seems to be working his way up to something. Maria keeps sneaking glances in his direction, wondering what’s up. Finally he speaks.

MICHAEL

Can we talk?

MARIA

(teasing)

I was beginning to wonder.

MICHAEL

I’m serious.

MARIA

(frowning)

Is something wrong?

MICHAEL

No. No. Let’s go in here.

He takes her hand and leads her into the janitor’s closet. She turns on the light as he closes the door.

MICHAEL

You know how I feel about you, right?

MARIA

Oh, God, are you breaking up with me? Is this about Isabel? Or Tess? What were you two doing together in my bathroom anyway?

MICHAEL

(looking bombarded)

No. Yes. What!? Look ... I just ... I just don't want anyone to ever come between us. Not Ed, not Isabel, not Tess. No one.

MARIA

I don’t either.

MICHAEL

Good. So we’re good, right?

MARIA

(assuringly)

We’re good. We’re better than good.

Michael suddenly takes her in his arms and kisses her passionately.

Cut to:

47 INT. WEST ROSWELL HIGH SCHOOL - HALLWAY - LATER

Max meets Liz just as she’s entering a classroom. He takes her arm and leads her in the opposite direction.

MAX

(playful; conspiratorially)

Hey, Liz, I’ve got an idea.

LIZ

(smiling)

And what’s that?

MAX

Let’s skip study period and go for a drive.

LIZ

(wary)

OK, but why.

Max releases his hold on Liz’s arm and starts pacing, stretching and flexing the muscles in his hands and arms. His tone of voice suggests that he’s elated; his body language that he’s a caged animal, itching to get out and roam.

MAX

I don’t know ... I just feel I need to escape ... feel the wind in my face.

He steps up close to Liz, in a sensual way.

MAX (cont’d)

Don’t you ever feel the need to get out of your skin?

Cut to:

48 INT. PHILLIP EVANS’S LAW OFFICE - LATER

Phillip is standing by his desk ready to greet Ed who is walking into his office.

ED

(extending his hand)

Ed Harding.

They shake hands.

PHILLIP

Pleased to meet you, Mr. Harding. How may I help you.

Phillip sits in his desk chair and Ed sits in the guest chair.

ED

My daughter and I just moved to Roswell. I was told you are the man to see for family law questions.

Cut to:

49 INT. WEST ROSWELL HIGH SCHOOL - HALLWAY - LATER

Max is walking down the hallway and Tess is catching up to him.

TESS

Max, wait up.

MAX

(stopping)

What’s up?

TESS

(catching up)

Would you mind giving me a lift to the pods this afternoon? I don’t have a car today.

They continue walking.

MAX

(somewhat begrudgingly)

Sure, no problem. I probably should find Isabel and see if she wants to ride with us.

TESS

Michael told me Isabel and Alex had something they had to do and would meet us later.

MAX

OK, I’ll meet you in the parking lot after sixth period.

TESS

(smiling)

Thanks.

They come to an intersection and go in opposite directions.

Cut to:

50 EXT. VASQUEZ ROCKS - LATER

Max parks the Jeep next to Michael’s motorcycle and he and Tess get out. Michael is standing by his pod chamber watching them approach.

MAX

So, what’s this mysterious find that we had to see and you couldn’t describe?

MICHAEL

(pointing to the interior of his chamber)

It’s in the back.

Michael steps aside to allow Max and Tess to enter the chamber. Our POV is of Michael standing outside the chamber as Max and Tess walk past the pod and head for the back. They do not have far to go, considering the tight quarters of the chamber. A lantern has been lit to provide some light. Max turns towards the opening and Tess follows suit.

MAX

(calling out; puzzled)

I’m not seeing anything new? Where exactly is it?

As Max is speaking, Michael presses his hand on the wall of the chamber. It glows silver under his hand and a ripple effect appears. Max and Tess see the ripple effect and go from being surprised, to confused, to shocked as the doorway-like opening of the pod chamber turns back into a solid stone wall, sealing them inside.

Cut to commercial.

END OF ACT III

ACT IV

51 INT. CRASHDOWN - MAIN DINING AREA - SAME

It’s quiet, very few customers. Alex is sitting in a booth in the back. Maria, in her waitress uniform, is sitting across from him, taking a break. Liz is doing busy work cleaning up an already clean coffee area, something obviously on her mind.

LIZ

(muttering, unheard by the others)

Ancestral memory … that's got to be it.

MARIA

This can’t be good.

ALEX

What’s not good?

MARIA

(nodding towards Liz)

Obsessive cleaning spells trouble; M A X trouble.

ALEX

Right.

(to Liz)

Why don’t you sit down and tell us what’s bothering you.

Liz sighs and relents, coming to the booth and sitting next to Maria.

LIZ

I'm probably overreacting, but …

(lowering her voice to a stage whisper)

I think Ed shapeshifted into Max … to fool me into thinking he was Max.

Maria and Alex are shocked. This is not what they expected at all, but they keep their voices low so as not to be overheard by the customers up front.

MARIA

No! What!?? … No way!

Cut to:

52 INT. VASQUEZ ROCKS - MICHAEL’S POD CHAMBER - CONTINUOUS

Max and Tess both rush to where the opening of the chamber had been and start slapping it, pounding on it, trying to use their powers to open it, calling out to Michael, to no effect.

TESS

(flabbergasted)

Wh— Why would Michael do that?

MAX

(equally flabbergasted)

I haven’t a clue.

Cut to:

53 EXT. VASQUEZ ROCKS - POD CHAMBERS - CONTINUOUS

Michael gives a smile of satisfaction, then closes his eyes, puts out his right hand and concentrates. A bright light surrounds him. When the light dissipates, Michael is gone and Max is standing in his place. He’s a little unsteady and leans against the rock wall, as if gathering strength.

Cut to:

54 INT. CRASHDOWN - MAIN DINING AREA - CONTINUOUS

ALEX

Whoa! Slow down, back up … What happened!?

LIZ

(not sure of herself)

Well, Max was behaving rather strange today.

ALEX

You too?

LIZ

Max was acting strange with you?

ALEX

No, Isabel.

Cut to:

55 EXT. VASQUEZ ROCKS - POD CHAMBERS - CONTINUOUS

Diane Evans’s car pulls up and parks next to the Jeep. Isabel and Michael get out. “Max” is standing by “his” pod chamber watching them approach. There’s a boulder next to the Jeep that Michael and Isabel look at and frown at briefly, before “Max” gets their attention.

"MAX"

(waving)

Yo, up here.

MICHAEL

So what have you discovered?

"MAX"

(pointing to the interior of “his” chamber)

It’s in the back.

"Max" steps aside to allow Michael and Isabel to enter the chamber. Our POV is of "Max" standing outside the chamber as Michael and Isabel walk past the pod and head for the back. As with Michael’s chamber, they do not have far to go. A lantern has been lit to provide some light. Michael turns towards the opening and Isabel follows suit.

MICHAEL

(calling out; puzzled)

Is this a joke? There’s nothing back here.

As Michael is speaking, "Max" presses "his" hand on the wall of the chamber. It glows silver under "his" hand and a ripple effect appears. Michael and Isabel see the ripple effect and go from being surprised, to confused, to shocked as the doorway-like opening of the pod chamber turns back into a solid stone wall, sealing them inside.

56 INT. CRASHDOWN - MAIN DINING AREA - CONTINUOUS

ALEX

Let’s just say Isabel was not ... herself. She was a little more ... uninhibited than normal. I think with this whole prearranged coupling she wanted to make sure that I didn’t feel threatened by it. She wanted to assure me that no one would come between us.

MARIA

Were those her exact words? Because Michael said almost the exact same thing to me today–“I just don't want anyone to ever come between us”. And Michael was acting weird. Not normal Michael-weird, weird weird.

(to Liz)

How was Max acting strange?

LIZ

I was a little suspicious when Max was acting a little more ... playful than normal, but the clincher was his kiss. When he kissed me ... it just wasn’t the same and I got flashes that were ... disturbing, and they too didn’t feel like … Max.

57 FLASHBACK TO EXT. ROSWELL DESERT HIGHWAY - DAY

Max is driving the Jeep, Liz is beside him. They are both in a good mood, the wind in their face, music playing on the radio.

MAX

I just wanted you to know, Liz, that nobody will ever come between us. Nobody.

LIZ

Tell me something I don't know.

She leans over and kisses him on the cheek.

MAX

(playful)

Well, if you keep that up, I'm going to have to pull over.

LIZ

(kittenish)

Is that a threat, or is that a promise?

Max pulls the Jeep over to the side of the road. They fall into each others arms, kissing passionately. There are black and white flashes: military swarming around a crashed spaceship, an all white room, a desolate desert scene, lightening. Liz breaks the kiss.

MAX

(self-conscious)

What?

LIZ

(forcing an awkward smile)

Nothing.

58 FLASHBACK TO PRESENT

ALEX

(concerned)

Are you all right? What did he do?

LIZ

Nothing. He seemed a little self-conscious after the flash and just drove us back to school. He hardly said anything on the way back. It’s probably nothing. It’s mostly the flash that has me suspicious ... it was so unlike Max that I felt maybe …

(pauses, feeling foolish for her suspicions)

… but what if it’s an ancestral memory?

MARIA

(contemplatively)

It’s not. You said his kiss was different too, and his behavior.

(beat; shocked)

You ditched school?

Liz makes a "that's hardly the point" face at Maria then considers her previous comment.

LIZ

Maybe I was reading too much into it. It’s not like every kiss is going to give me that

(suddenly self-conscious)

um ... you know.

MARIA

Except, the same thing happened to me. I knew something was off! On top of Michael acting strange, there were no fireworks when we kissed. Besides, I think it’s just too coincidental that all three are saying they “don’t want anyone coming between us”, within hours of each other.

ALEX

We need to tell them.

Liz and Alex remove their cell phones from their pockets and speed dial Max and Isabel, respectively.

MARIA

(explaining)

Michael still doesn't have a cell phone.

LIZ

Max, call me as soon as you get this message.

ALEX

Isabel, call me right away.

As Liz and Alex disconnect their calls, they all exchange worried looks.

LIZ

(looking at her watch)

Max and Michael are meeting at the pod chambers. Let’s start there. Alex, will you call Jen, while Maria and I change, to see if she can fill in for the rest of our shift?

Alex nods and Liz and Maria head towards the swinging door.

ALEX

Wait a minute ... does that mean I kissed a guy!?

Cut to:

59 INT. VASQUEZ ROCKS - MICHAEL’S POD CHAMBER - CONTINUOUS

Max and Tess are holding their cell phones.

MAX

Damn! Battery is dead.

TESS

Mine too.

ED (VO)

This is not a punishment. This is a test, a demonstration, if you will ...

Max and Tess cock their heads as if listening to something.

Cut to:

60 INT. VASQUEZ ROCKS - MAX’S POD CHAMBER - CONTINUOUS

ED (VO) (cont’d)

... of what you can accomplish if you work together.

MICHAEL

(with trepidation)

Did you hear that?

ISABEL

Yeah, but in my head not my ears.

Cut to:

61 INT. VASQUEZ ROCKS - MICHAEL’S POD CHAMBER - CONTINUOUS

ED (VO)

As you know, the chambers are keyed to the DNA of the owner.

MAX

(angrily to Tess)

What is Ed up to?

Cut to:

62 INT. VASQUEZ ROCKS - MAX’S POD CHAMBER - CONTINUOUS

ED (VO)

Antarians can absorb, retain, and retrieve the DNA of others.

Isabel is holding her cell phone.

ISABEL

(perplexed)

The battery can't be dead, I just charged it.

Cut to:

63 INT. VASQUEZ ROCKS - MICHAEL’S POD CHAMBER - CONTINUOUS

ED (VO)

One of the ways is through a healing. When you heal another person, even a minor healing, your DNA transfers to them and theirs transfers to you.

Max is looking suspiciously at Tess.

TESS

I swear, I had no idea he was going to do this. I’m just as surprised as you are.

Cut to:

64 INT. VASQUEZ ROCKS - MAX’S POD CHAMBER - CONTINUOUS

Michael tries to use his powers to blow a hole through the chamber wall, but fails.

ED (VO)

That won’t work, Michael. Not even dynamite would have any effect. All your chambers are impervious to any form of attack.

Cut to:

65 INT. VASQUEZ ROCKS - MICHAEL’S POD CHAMBER - CONTINUOUS

MAX

(concerned)

He’s got Michael too.

ED (VO)

This DNA is stored in your brain and you can access it to mimic the other person, such as taking on their persona or opening DNA encoded locks. I know you have not yet learned how to do this.

Cut to:

66 INT. MAX’S POD CHAMBER - CONTINUOUS

ED (VO) (cont’d)

Max, I also know you have healed Michael in the past, so you both have the DNA of each other stored in your brain.

ISABEL

(anxious)

He has Max!

MICHAEL

Which means we really are stuck in here.

Cut to:

67 INT. MICHAEL’S POD CHAMBER - CONTINUOUS

ED (VO)

You both will need to access your ancestral memory to learn how to access this stored DNA. That's why Tess and Isabel are with you.

MAX

He has Isabel too. They must be in my chamber.

68 INT. MAX’S POD CHAMBER - CONTINUOUS

ED (VO)

If you stop resisting and follow my instructions, you will see just how suited you are for each other, how beneficial and enjoyable accessing your ancestral memory can be. I’m sure you will find this to be a very pleasurable experience.

MICHAEL

(angry)

Who does he think he is, forcing us to do what he wants?

ISABEL

(desperate)

Can you think of an alternative way to get us out?

Michael thinks for a minute then spits in his hand and holds it out to Isabel.

MICHAEL

(to Isabel)

Your turn.

ISABEL

(revolted)

Are you kidding?

MICHAEL

Would you rather kiss?

Isabel immediately spits in her hand.

Cut to:

69 INT. JETTA - DESERT HIGHWAY - SAME

Maria is driving, Liz is in the passenger seat, on her cell phone; Alex is in the back, on his cell phone.

LIZ

(to Maria and Alex)

Still going straight to voice mail.

ALEX

Same here.

They hang up the phones and put them away.

LIZ

(to Maria; contemplative)

You know, I’ve been thinking; that kiss answers the question we wondered once.

MARIA

What question?

LIZ

Whether the reaction I get when I kiss Max, and you get when you kiss Michael, was just because they are alien.

MARIA

You’re right, it does! Apparently they have to be the right alien.

ALEX

Reaction? What reaction?

Cut to:

70 INT. MICHAEL’S POD CHAMBER - CONTINUOUS

MAX

(analytically)

If you absorb DNA from healings, how did Ed open my chamber? He never healed me and I never healed him.

TESS

You can absorb DNA deliberately by touch. You generally do it if you want to ... take on that person’s persona; "shapeshift" I believe is the Sci-Fi term.

MAX

(suspicious)

Do you absorb a person’s memories at the same time?

TESS

That wouldn't happen with a minor healing, it's a different process, but yes, if the person is alive you can deliberately access some of their personal memories and fantasies (it’s hard to tell the difference) by touch as well. They don't have to be alive to access their DNA. Why do you ask?

MAX

Because I never told Ed I healed Michael.

Cut to:

71 INT. MAX’S POD CHAMBER - CONTINUOUS

Michael and Isabel are holding spit enhanced hands, eyes closed in concentration.

MICHAEL

(hopeful)

Anything?

ISABEL

(defeated)

Nothing.

They open their eyes and unclasp hands. Isabel looks at hers, makes a face, then wipes her hand on Michael’s shirt.

MICHAEL

(annoyed)

Any other ideas?

ISABEL

(shrugs)

We could try dancing.

Cut to:

72 INT. MICHAEL’S POD CHAMBER - CONTINUOUS

Max is standing with his hand on the rock wall concentrating. We see a flash of a memory—Max healing Michael.

TESS

You're not going to kiss me, are you?

Max, frustrated by his lack of success, removes his hand from the wall in disgust and answers Tess abruptly.

MAX

No.

(pause; regretting taking it out on her)

I'm sorry.

TESS

You dislike me so much that you would rather be stuck in here than kiss me?

MAX

“Dislike you”? I don’t even know you. You seem nice enough, but I’m in love with Liz. Kissing you would feel like a betrayal to her. I also don’t like being forced to do something against my will.

Tess looks forlorn. Max has returned his attention to the rock wall, running his hands over it.

MAX (cont’d)

There's got to be another way.

Tess considers this for a moment.

TESS

(disappointed; resigned)

There is.

(off Max's look)

I know how to access another person's DNA.

MAX

(excited)

So you can just tell me how!

TESS

No. These aren't memories you can explain, anymore than you can explain how you healed Liz. It's just something you know.

MAX

Then how is there another way?

TESS

What Ed doesn't know is that I healed Michael.

(off Max's look)

He cut himself at his party. I have his DNA.

MAX

(acrimoniously)

And you waited till now to reveal this because …

TESS

(bewildered that he should have to ask, but with feeling)

Because accessing my ancestral memories is important to me.

Tess approaches the rock wall, closes her eyes and concentrates. She reaches out with her right hand and places it on the chamber wall. A “ghost” of Michael's hand appears over hers. The wall glows silver under the two hands, the ripple effect appears and the chamber opens. Max and Tess rush out of the chamber. Max heads straight for his chamber and Tess goes over to Ed.

73 INT. MAX’S POD CHAMBER - CONTINUOUS

Michael scrubs his face with his hands in frustration.

MICHAEL

I give up!

ISABEL

You can’t. It’s your turn to think of something.

MICHAEL

Fine!

(placing his hand on the rock wall)

Open sesame.

Michael jumps back when the ripple effect appears. He and Isabel exchange astonished looks, then Max pokes his head in.

MAX

You guys OK?

Michael and Isabel exit Max's chamber. Tess and Ed are arguing over by Michael's chamber; we do not hear their conversation. The Jetta is parking next to Diane's car. Maria barely has the car in park when Liz and Alex jump out and start running towards Max, Isabel, and Michael. Maria is just seconds behind them.

LIZ/ALEX/MARIA

(simultaneously, but calling one name each)

MAX! ISABEL! MICHAEL!

LIZ

(gasping from anxiousness and the run up the slope)

Max … Max … you can’t trust him.

(pointing to Ed who is now approaching with Tess)

He pretended to be you … he shapeshifted into you …

MARIA

(interrupting and pointing to Michael)

And you!

ALEX

(pointing to Isabel)

And you!

Max, Isabel, and Michael all have shocked expressions on their faces.

LIZ

And I thought he was you … and I kissed him … I’m so sorry … but then I knew something was wrong.

ALEX

And then we compared notes and realized he’d done it to all of us.

Max, Isabel, and Michael’s expressions run the gamut of astonished, confused, and angry. Ed and Tess have reached them at this point and all three turn and glare at Ed with a "if looks could kill" expression. The humans are wary around Ed; Liz holds onto Max’s arm and Maria does the same with Michael. Alex puts up a brave front and puts his arm around Isabel’s waist.

ED

(to Max, Michael, and Isabel)

What? It was perfectly harmless. I had to know where their loyalties lie; especially since I’m sure you told them what happened at our last meeting. Granted, they don’t seem to be an immediate threat, but honestly, three humans knowing ...

(shakes head in disbelief)

... the exponential possibilities of your true identity being revealed are staggering. And it’s so unnecessary.

(to Liz, Maria, and Alex)

You must recognize your superfluity?

MARIA

Superflooey what?

LIZ

(indignant)

He’s saying we’re superfluous; not needed.

The glares Max, Michael, Isabel, Maria, Alex, and Liz give Ed show they take exception to his opinion.

MAX

(seething)

Harmless!? You call what you did harmless!!? You … you …

(searching for the right words and then it dawns on him)

You’re nothing but a narrow-minded, insular pig-headed despot. You think you can come here and do whatever you want to us … to our friends … order us around like we’re just some pawns in whatever game it is you’re playing …

ISABEL

(interrupting)

Exactly! And you can just forget it because we aren’t joining in your little reindeer games!

MICHAEL

Yeah, I’ve had enough tyrants in my life to last a lifetime! And what the … you actually kissed my girlfriend!

He glances at Maria who quickly nods then goes back to glaring at Ed.

ED

ENOUGH!

Ed raises his hand, but before we know what he intends to do Michael uses his powers to send an energy pulse towards Ed. Ed blocks it with the shield power we’ve seen Max use. The shield causes the energy pulse to bounce back to Michael who is knocked down by the force, and since Maria is holding his arm she goes down with him. Max, Isabel, Liz, and Alex rush to help Michael and Maria. Ed is talking during all this.

ED

(to Max and Isabel)

I told you. You’re not strong enough yet to fight me. He’s not hurt. I weakened his energy pulse before sending it back.

(beat)

If you would just let me teach you instead of fighting me I wouldn’t have to resort to force to prove my point.

MAX

All you’re proving is that we can’t trust you.

Michael and Maria are standing now. Isabel is standing to Michael’s left. Maria, brushing herself off, is to Isabel’s left. Isabel takes Michael’s left hand in her right hand.

ISABEL

(to Ed)

We’re stronger than you think.

Maria sees what she is doing and takes Isabel’s left hand in her right. Alex follows suit, by taking Maria’s free hand, Liz takes Alex’s free hand, and Max takes Liz’s free hand.

ISABEL (cont’d)

Think you can take us all on?

Michael lets loose another energy pulse and Max counters with an energy shield immediately after to protect them. Ed puts up his own shield but Michael’s energy pulse, strengthened by Isabel, Max, Liz, Maria, and Alex is more powerful than Ed’s shield and he is knocked off his feet. Tess runs to his side and helps him up. He’s a little bruised but otherwise OK.

ED

Obviously you learn quickly, if not willingly. After all these years are you really saying, now that you have the opportunity, you don’t want to learn what it is to be an Antarian?

MAX

We want to learn, we just don’t like your methods.

ED

They are the only methods available.

ISABEL

We don’t believe that.

ED

(accepting defeat)

I guess you’re going to believe what you want. I would just be careful not to confuse what you want to be true with what really is true.

He and Tess head back to the boulder by the Jeep. Ed passes his hand over it and it transforms back into his sedan. They get in and drive away.

Cut to:

74 EXT. LIZ'S BALCONY - LATER

Liz is sitting in a chair on her balcony, writing in her journal.

LIZ (VO)

Trust is so fragile. The least little thing can destroy it … the wrong word … the wrong action. And once broken can it ever truly be repaired or will there always be that niggling doubt in the back of your mind?

We see Max appearing, climbing over the edge. He approaches. Liz looks up, sees him and smiles. Her smile falters for the briefest of seconds, but then she recovers. It's too late, however. Max looks stricken and stops his approach.

MAX

It's really me.

LIZ

Of course.

She gets up and takes a step toward him. Max turns away.

MAX

There's no "of course" now. You were frightened when you saw me.

(softly)

Like you were when I first told you I was an alien.

LIZ

(equally softly initially then increasing in volume)

I was afraid, just for a second, but not of you; never of you.

Max is still looking away. His fists clench when she says she was afraid.

LIZ (cont’d)

Max?

Max finally looks at her. His expression is haunted. Liz goes to him. She holds out her hands. He takes them in his.

MAX

I hate him for making you afraid. And he's stolen so much: my body, my memories. You can't trust me anymore.

LIZ

(tears filling her eyes)

I trust you with my life. I trust you with my heart.

MAX

But you can't trust that this…

(smacks himself in the chest)

… is me.

LIZ

(protesting)

No. It won't be like that.

MAX

(despairing)

I told you. He could have some of my memories. I can't even prove that it's me.

LIZ

Do you remember when I first found out about your "not of this worldness", and how you showed me that you were still you?

MAX

(not convinced)

But I showed you my memories and we can’t be sure—

Liz gently places her finger on Max’s lips to interrupt him.

LIZ

Max, I learned something today from Ed. He can fake your appearance and even your memories, but I know your essence. He can't fake that; I knew something was wrong. I know how I feel when you're near, and when we do this …

Liz takes his hands and places them on her face, then she takes his face in her hands. They look into each others eyes for a moment and we see flashes (Max healing Liz, Max setting off parking meters as fireworks, Max and Liz "glowing" scene). When the flashes end Liz pulls back slightly.

LIZ (cont’d)

And when we kiss ...

Liz leans forward and kisses him; a long slow kiss. She steps back.

LIZ (cont'd)

I know how you feel. Trust me, Max, I'll know. I'll always know.

(desperation in her voice)

We can't let Ed put doubt in our minds.

Max gathers her into his arms. The camera cuts from one face to the other. We see the desperation in their eyes.

LIZ (cont'd)

We just can't.

END OF ACT IV

Potential solace for anyone who experiences distress at the very sight of the name "Tess".

Roll Credits

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