Cut Scenes - Season 2

Cut scenes from episodes in season 2

Some are just the scene that was cut, others are the entire script that has extra scenes in it.

Jump to an episode

Season 2

Skin & Bones
Ask Not
Summer of '47
The End of the World
Meet the Dupes
Max in the City
A Roswell Christmas Carol
To Serve & Protect
We Are Family
How the Other Half Lives
Viva Las Vegas
Heart of Mine
Cry Your Name
It's too Late and It's too Bad
Baby It's You
Off the Menu
The Departure

To Season 1

Skin & Bones Cut Scenes

There are some cut scenes where only one sentence was cut. For instance:
1. When Nacedo pulls Max into the alley, (Milkyway was there when they filmed it), and Max answers his inquiry about how he is getting along with Tess. Max actually answers "I haven't performed any mating rituals if that's what you're asking about. AND I DON'T INTEND TO! BTW, the script doesn't show the line that Liz says that she is not a dork! She just tells Max about the lab at the university and then the script says:
ON MAX, TAKING THIS ALL IN. And the scene ends there.

but there was a scene cut from Isabel and Grant's meeting out in the desert. While I was watching, I think they might've finished out the scene but it ended up on the cutting room floor because the transition to the following scene is so abrupt. Anyway, here's the scene:
Isabel: Beats working at the cheese factory.
Grant reaches into his bag and takes out some fruit and a sandwich wrapped in foil.
Grant: Lunch?
I: I don't know.
G: Are you sure? The radiation level here is extremely low.
Isabel looks at him, considers, then:
I: Why not...

This cuts to the Sheriff's station. I don't know if these lines were in the episode because I can't recall them. Sorry if they were in the episode:
Valenti working in the bullpen when Whitaker walks in.
Valenti: Congresswoman Whitaker. I heard you were in town.
Whitaker: Just want to stay in touch with my constituency.
V: Yeah, I believe the last time we saw you around here was the Christmas Parade in '98. Sure there's nothing else going on?
And then it goes onto the scenes I remember (the tape recorder, etc.).

After Maria tells Michael she misses him and Michael says "I know, but don't".
Michael walks back to the crowd. Hold on Maria a beat.
Max (whispers, tenderly): Let him come to you.
Maria: Shut up.
Max: I am going to go get some sleep.
Max starts outside and we cut to:
Max emerges and stops seeing Liz.
Liz: Hey
Max: Hey. Let me ask you a question. I know what you said. That things couldn't go back to the way they were. But pretend they could for just one second. Could you and I go back too?
Liz (beat, tenderly): I can't pretend Max.
He looks at her, smiles, something about how she said this let's him know that she would. He reaches out and touches her arm. When he does, we move in on Liz' face.
And we see a series to IMAGES - that Liz sees. Deep, emotional and romantic flashes. Max lets go. Looks at her.
Max: What?
Liz: 'Night. Good night, Max.
Max: 'Night Liz.
And he walks off with hope in his heart.......

This is while watching the senate hearings, after Isabel says "we still have enemies we have to deal with".
This immediately brings an unspoken tension between Max and Isabel.
Max: It's been over three months and nothing has happened. No aliens have shown up. Maybe there's no one out there. Maybe the war is over.
Isabel: Or thousands or them could be lining up outside of town right now.
Max: I just don't think we should live our lives in fear like Michael.
Isabel: (touchy terrain) Maybe he is just preparing for the inevitable. (beat) Max, I'm trying to listen to what our mother said. That you're the leader.
Max: We're not at war. I don't have to be a leader.
Isabel: But what if we are? Then you need to be on better terms with Michael. We need to be strong. Isn't that what our Mother said?
Max (whispers so Maria doesn't hear): If you were listening to everything our Mother said, you'd be with Michael.
Isabel: You know that's not what I'm talking about.
This tension is broken by:
Maria (re: the TV): They're taking a vote
Max and Isabel.
Isabel: So, the only way to get the guard out of the way is for me to use my femenine wiles?
Max: You have a problem with that?
Isabel: I'm a princess, not some harlot.
Max: We're a small army. We gotta wear many hats.
Isabel: Fine.
Isabel puts a huge smile, looks at Max.
Isabel: You're going to pay for this.
And she walks up to the guard.
After Max does what he does with the bones, there is another scene at the Therapist's office:
Therapist's voice: So, how was your week?
Max faces John Shanahan.
Max: Okay, nothing special. Cleaned up some loose ends. That sort of thing.
John: Sometimes, settling something in your past is the best way to move forward.
Max: I have to say I feel pretty optimistic. I think all this craziness is over. I really do.
On Max, truly believing this is true, at least for the moment.
I'll post them as Marie gives them to us.
There's one scene that she mentioned that she hasn't sent yet but it's regarding all the things that Max says to the therapist, like telling him that the consequences of all this was he lost the only girl he ever loved.

Whitaker and Pierce lay naked in the sheets, they've just made love. Whitaker catches her breath, flushed.
Whitaker: Wherever you've been getting those new techniques of yours, I approve. Ever since you came back from Roswell. It's like you're a different person.
Pierce: Nautilus.
She pours a drink.
P: So, I heard about the bones.
W: I thought you were just a civilian now.
P: I am. I'm worried that you're getting too caught up in this.
W: No, you're trying to sleep your way back into the game. If you can't hunt aliens for the FBI, you'll do it for sport. Sorry, Daniel, you lost your stake in this when you sold me out to the committee.
P: I didn't sell you out. What I said was true. There is no such thing as Cadmium-X.
W: Let's talk about it three months from now when I'm picking up my Nobel prize.
P: Vanessa. Stop this! I don't want to see you lose everything over this.
She looks at him, what he has just said changed everything.
W: Daniel, what happened to you in May?
P: I told you. I was wrong.
W: No. I know you. You would never give up. This isn't you.
There's also a scene between Isabel and Grant that was cut out.

When Max and Liz are in Whittaker's office looking for the info of where the bones are and Max gets angry:
Liz: So, I guess it's not all over..
Max: It can be. These are just bones that have been dug up. Pieces of the past. If I can just fix this, it can all be over. Things can go back to how they were.
Liz: Max, I don't think they can. I mean, I really hope and pray that you can be safe again, but things will never be the same again as they were

Surprise Cut Scenes

- A planned scene were Max heals Tess was eliminated.

Ask Not Cut Scenes

ENTER the cafe. She (Liz) stops short at the sight of Max and Tess sitting together, then heads for Maria. Max gets up and intercepts her.

I need to talk to you.

I' a hurry. I have to talk to Maria--

Max pulls her into a private moment anyway.

You need to hear this. I'm not giving up. I love you.

I know, but that's not--

direct and intense
No. You don't know. You think I'm going to forget about you or just get over it or something. But I'm not. And I'm here to tell you...that I'm coming for you. Liz

He holds her eyes for a moment, then goes back to his booth. Liz stares after him as Maria comes up beside her.

Now that is a great man.


This is the scene after Max has come into the Crashdown to tell the others of Nasedo’s death...

Okay. We have to get Nasedo to the pod chamber. Use the healing stones to revive him. (to Max) Where is he? Max, where’s Nasedo?

My room...

Your room!

You left a dead body – an alien body in your room for Mommy and Daddy to find? What the hell’s the matter with you, Max! Where’s your head!

Leave him alone.


Sometimes what is written in the scripts is more revealing that what aires. Take this scene for instance:


In a blur of motion, a figure whirls around in the DARK room – there’s a BRIGHT LIGHT EMANATING from his hand! An alien energy burst?

Max instinctively ducks and throws out a hand to ward off whatever seems to be coming at him. As he’s bathed in a REDDISH GLOW from o.c. he closes his eyes and braces himself for the impact.

But nothing happens.

He carefully opens his eyes to see A WALL OF ENERGY a few feet in front of his still outstretched hand. (We should be able to see through the wall. Think of it like a crackling and multi-hued forcefield.)

On the other side of the energy field, sits a teenaged STONER, staring at the iridescent light show while he cradles a joint in one hand and a small lighter-torch in the other.

(Which we now realize was the source of the bright light seemingly reaching out for Max from the darkness.)

Max is shocked -- he had no idea he could do something like this. He pulls his hand back and the field DISAPPEARS. The Stoner blinks a few times...then exhales a cloud of SMOKE. He gives Max a wasted smile.

Dude. Did you see that?

See what?

The Stoner blinks again...then gets an even bigger smile on his face.

(re: joint)
All right...

Max takes a deep breath and steadies himself

Summer of '47 Cut Scenes

The first one was a great scene out of a 40's movie, where Hal walks out on Rosemary, becuase she doesn't want to listen to him when he's trying to tell her that people are being killed for what they know. He walks out and she thinks he'll come back like he always has before, only he doesn't. So she throws his comb and his spare undies in the trash.

The other one is a scene intercut with M/M at the granitith at the end. Old Hal puts on his uniform and is getting ready to go to the reunion. He takes out Betty's yellowed, worn business card from his breast pocket and looks at it, then returns it to his breast pocket and leaves for the reunion. He's kept it in his breast pocket for 50 years!! It's a real sweet scene.

End of the World Cut Scenes


While F. Max and Liz spy on Max and Tess, this is the dialogue we missed.

Max: Hey Tess.

Tess: Oh, Max. Hi.

Max: Well, see ya.

Tess: See ya.

Liz: (spying from WHITAKER's OFFICE) Let him go. Let him walk away

Max starts to walk away. Tess pulls up a book and starts reading. Max hesitates.

Max: 'The Grapes of Wrath'? Is that for class?

Tess: No, I just love Steinbeck.

Max: You love John Steinbeck?

Tess: You don't have to look so surprised. I do read, you know.

Max: It's not that, it's just one of my favorite books.

Tess: Really?

Tess goes back to reading.

Max: Ever read, 'Of Mice and Men'?

Tess: Not yet.

Max: It's even better in some ways...

Max sits and keeps talking about the book.

In the office, F. Max grabs the binoculars.

F. Max: He sat down! You got him to sit down with her.

Liz: Rah-rah.

F. Max looks through the binoculars at himself.

F. Max: Oh my God, look at my hair. What was I thinking with those bangs?

Liz: I like the bangs.

F. Max: God, that shirt. I walked around in that same shirt for a year and a half.

Liz: That's the same shirt you wore the day you healed me.

F. Max: I know.

Something happens in this moment - Liz begins to realize this is Max. She begins to see him as Max. And the reverse is also true.


Tess and Max talk. They laugh about something.

Tess: Oh my God. You are so good at that.

Max: No.

Tess: Come on. Do Michael now.

Max: You won't tell him, right.

Tess: No. Please.

Max becomes Michael - he starts by taking his sideburns and pushes them out - and does an incredible imitation of him.

Max: (as Michael) I'm a rebel, Maxwell. And I have a plan. I'm going to take the Granilith and I'm going to eat it one bite at a time wtih Tabasco sauce. Then I'm going to be silent and moody until something happens. And you're just going to have to deal, because it's how it's gotta be. Maxwell.

Tess cracks up, loving this. Max smiles - he is actually enjoying himself.

The scene goes back to WHITAKER's OFFICE and continues as aired.


This scene takes place right after the mariachi serenade - in the Granilith Room:
Max, Micheal, Isabel and Tess bathed in the otherworldly light. They don't know what it is or why it's there. These days they are just drawn there.

TESS: Maybe we should pool our energy.

MAX: Pool our energy?

TESS: If we join hands and concentrate maybe we can make some kind of connection that we can't make on our own.

MAX: Is this something Nasedo told you?

TESS: No. It's an original idea. Or isn't that allowed?

Max says nothing but gives this no credence. Tess won't let it go.

TESS (cont'd): Can we at least try it?

Max is silent. Tess looks to the others.

ISABEL: I'll try it.

TESS: Michael?

MICHAEL: If it pisses Max off, what the hell.

Tess, Isabel and Micheal join hands.

MAX: I really don't -


Max takes Isabel's hand and then reluctangtly Tess's, completing the circle. They all focus. Max is so uncomfortable holding Tess's hand - being in this proximity to her - after a few seconds Max breaks off. Tess looks at him, stung.

TESS: What are you doing?

MAX: It didn't work.

TESS: You didn't give it a chance.

MAX: I've got too much on my mind to play ring around the rosy, alright?

TESS: Holding hands is childish, but serenading Liz on her rooftop is crucial to our survival.

Max looks at her, how does she know about that?

TESS (con't): It's a small town, Max. Sing in spanish, it gets around.

MAX: My relationship with Liz is none of your business.

TESS: It's not that you think joining hands is a bad idea, you just can't stand to touch me.

Max is busted. She's nailed him.

TESS (cont'd): I am so out of here. Grow up Max.

[End of this scene.]

Scene where Liz and FMax are watching from the Congresswoman's office as PMax and Tess are sitting outside the Crashdown:
Through binoculars we see -

Tess sits at an outside table in a sexy lowcut top, sipping an iced tea. (This entire scene is intercut)

We are watching from: Interior of Whitakers office - night

Future Max watches through binoculars and Liz stands next to him.

FMAX: Good, you told her to wear that top.

LIZ: (Taking the bonulars): Yes, so you like that top...

FMAX: It accentuates certain -

Liz's binoculars move down to Tess' breasts momentarily.

LIZ: Yeah, I know what it accentuates.

She hands the binoculars back to FMax.

FMAX: We've got to play whatever cards we have. Here he comes.

Liz takes the binoculars and looks through...

LIZ (coaching Tess): Okay. Don't look at him. Let him come to you.

Max joins Tess at the table.

MAX: Hey Tess.

TESS: Oh, Max. Hi.

MAX: Well, see ya.

TESS: See ya.

LIZ: Let him go. Let him walk away.

Max starts to walk away. Tess pulls up a book and starts reading. Max hesitates.

MAX: 'The Grapes of Wrath'? Is that for class?

TESS: No, I just love Steinbeck.

MAX: You love John Steinbeck?

TESS: You don't have to look so surprised. I do read, you know.

MAX: It's not that, it's just one of my favorite books.

TESS: Really?

Tess goes back to reading.

MAX: Ever read, "Of Mice and Men?"

TESS: Not yet.

MAX: It's even better in some ways...

Max sits and keeps talking about the book.

In the office, FMax grabs the binoculars.

FMAX: He sat down! You got him to sit down with her.

LIZ Rah-rah.

Future Max looks through the binoculars at himself.

FMAX: Oh my God, look at my hair. What was I thinking with those bangs?

LIZ: I like the bangs.

FMAX: God, that shirt. I walked around in that same shirt for a year and a half.

LIZ: That's the shirt you wore the day you healed me.

FMAX: I know.

Something happens at this moment - Liz begins to realize this is Max. She begins to see him as Max. And the reverse is also true.


Tess and Max talk. They laugh about something.

TESS: Oh, my God. You are so good at that.

MAX: No.

TESS: Come on. Do Micheal now.

MAX: You won't tell him, right.

TESS: No. Please.

Max becomes Micheal - he starts by taking his sideburns and pushes them out - and does an incredible imitation of him.

MAX (as Micheal): I'm a rebel, Maxwell. And I have a plan. I'm going to take the Granilith and I'm going to eat it one bite at a time with Tabasco sauce. Then I'm going to be silent and moody until something happens. And you're just going to have to deal, because it's how it's gotta be, Maxwell.

Tess cracks up, loving this. Max smiles - he is actually enjoying himself.


Liz and FMax. Liz takes the binoculars from her eyes, notices FMax looking at her, enraptured.

LIZ: What?

FMAX: Nothing. It's just seeing you at seventeen again is making it all come flooding back to me. How my stomach used to rumble every time I saw you.

LIZ: So, did we...? Get...married?

FMAX: Liz, I told you I can't --

LIZ: Talk about it. I know. Sorry.

FMax looks at her. She deserves to know this for all she's doing.

FMAX: We eloped. We were 19.

Liz listens, amazed, a strange combination of dying to know and not wanting to know, but the dying to know part takes over:

LIZ: Nineteen? That's so...young, too young.

FMAX: That's what I thought. But you said that Romeo and Juliet were even younger than us. We drove to Vegas and got married at the Elvis chapel. (as Elvis Congratulations, kids.

LIZ: So we didn't have a real wedding.

FMAX: We had a great wedding. We called Maria, Micheal, Isabel and Alex and had them meet us half way. We spent the whole night singing and dancing in some dive outside Phoenix. At the end of the night, "Harvest Moon" came on the radio.

LIZ: I love that song.

FMAX: I know. Everyone else was exhausted. But not us. We danced. Just the two of us. Ever since then it's been our song.

Liz takes a moment then:

LIZ: If this works, I'll never have that day.

FMAX: No, you won't.

They take this in. This has become intimate and oddly romantic between the two of them.

LIZ: And what happens to you if we succeed? I mean, you. The future version of you.

FMAX: If we succeed in changing history a different version of the future will take place. All the events that lead to who I am 14 years from now will be different. The man I am now will...cease to exist.

Liz just looks at him.


Tess and Max continue their talk. The mood is still positive.

MAX: Listen, I realize none of this is your fault. You just sought me out because it was your destiny.

TESS: I can only imagine if you thought you found the love of your life then someone tells you you're supposed to be with someone else...

MAX: Exactly.

TESS: If things change, they change and if they don't, it's okay, Max.

MAX (sympathetically): I don't think things will change.

TESS: I know. But it takes two and if Liz isn't interested...

Mistake. Big mistake. The hairs on Max's neck go up.

MAX: What do you mean if Liz isn't interested?

TESS: I didn't mean to...

MAX: You were talking to Liz about this?

TESS: She talked to me.

MAX: About what?

TESS: She knows we should be together and she thought it would be good if we talked, that's all.

MAX: Wait, so you planned this? The two of you?

TESS: Not exactly...

But at that moment Max looks up and sees movement in Whitaker's office across the street. Max heads towards them.


Liz and FMax dive to the floor.

FMAX: Damn.

Liz looks through the window. Max is on the street coming toward them, he breaks into a run.

LIZ (to FMax): Get out of here!

FMax crawls on the floor toward the back door. Max gets to the front door. Opens it. FMas dives under a desk as Max enters.

LIZ (cont'd): Max.
[The rest of the scene is as we saw it.]

Here is the complete line spoken by FMax to Liz about the cementing - FMax and Liz are discussing what happened the night of the Gomez concert:

LIZ: I have no intention of making love to you or anyone at this particular stage of my life.

FMAX: I beg to differ. Trust me, I was there.

Scene between Liz and Kyle in her bedroom before Max sees them through the window:

Liz and Kyle awkwardly in bed.

LIZ: So. Any potential girlfriends for Kyle Valenti?

KYLE (thinking about Tess): Maybe. So Evans must've really pissed you off to make you resort to something like this.

LIZ: I told you I can't talk about why I'm doing this.

KYLE: I just figured since I'm giving you my last shred of dignity.

LIZ: I really can't, Kyle.

KYLE: Is it one of those getting the boyfriend jealous so he'll come running back to me things? Of are you just trying to destroy him.

LIZ: Kyle...

KYLE: Right.

They lay there for an awkward silent beat, then:

KYLE: So we have something in common.

LIZ: What's that?

KYLE: We're the only two people I know of who died and were brought back to life by an alien.

Liz looks at him realizing this.

LIZ: That's right.

KYLE: Do you feel different?

LIZ: I do. It's hard to put words to it. I feel...

KYLE: Safe.

LIZ: Yeah.

They look at each other realizing they share something.

KYLE: Max stole you from me. And I will never forgive him for that. But the thing that really gets me is that I can't truly hate him anymore. He's changed me.

LIZ: Me, too.

KYLE (realizing): You're not doing this to hurt him, are you?

LIZ: No.

KYLE: Good.

LIZ: So, Kyle, when he healed you did you see things?

KYLE: See things?

LIZ: Flashes. Images.

The rest of the scene is as we saw it.

In the scene where FMax and Liz are talking on her balcony. Liz is crying and telling FMax that there will never be another him....etc.

LIZ: Don't you realize what you are to me? What you'll always be? You're the love of my life, Max. Everyone else is going to be second best. There will never be another you.

FMax and Liz are drawn to each other now. It's as if they could kiss...

[more of the lines we saw in the final ep]

LIZ: I'll be alone...

FMAX: Maybe. Maybe not. From now on, the future is to be determined. It's what I've always said to you, Liz, we create our own destiny.

Liz is thoughtful. There is a ray of hope. Liz looks at him, for a long beat, then -

LIZ: Could you dance with me?

FMAX: What?

LIZ: I wantto have my wedding dance.

FMax looks at her, her dark soulful eyes...They both have the sense of time running out. As Van Morrison's INTO THE MYSTIC begins, Liz and FMax step toward each other.


Max and Tess sit silently on the bench.

TESS: Do you want to talk about it?

MAX: No...

TESS: Do you want me to leave?

The question hangs there. It's about everything. Not just leaving the bench, but Roswell - leaving him.

MAX: No.

This means everything to her...


Liz and FMax dance their wedding dance together...eyes locked...souls locked. The music swells. In slow motion FMax raises his hand to begin to spin Liz into a twirl -


In slow motoin Tess reaches out to Max, touches his shoulder. Max allows her to touch him, comforted. This is a defining moment. The moment history changes.


In slow motion a beautiful Liz...she spins around and when she reaches out to join FMax's hand - he is gone. He no longer exists. Liz has changed history. She has just saved the world. And she has never felt sadder.


This is very unusual.


Liz and Madame Vivan.

MV: Last time you were here your future was so clear. Now I don't get a reading at all. Everything hangs in the balance. I can see nothing.

LIZ: It could be a good thing. Maybe Max and I will still be together. I mean, I create my own destiny, right?

Madame Vivian looks at Liz, realizes right now this girl doesn't need a psychic, she needs a friend.

MV: You create your own destiny.


Liz emerges, stands outside, bathed in the red neon light of the word FUTURE blinkingon and off.

Meet the Dupes Cut Scenes

Right before Rath goes up to "knock it" to Liz, he has a run in with a teacher who chastises him for his nipple ring (which we don't get to see in the final cut...but it was in the script...he had a ripped shirt on).

Max in the City Cut Scenes



ISABEL is sitting in a booth, lost in thought, when someone puts a HAND on her shoulder. She starts, looks up. It's MICHAEL, still in his work clothes.


He slides into the booth across from her. In the b.g. the last few customers are leaving and LIZ and MARIA are cleaning up for the night.

Two days and not a word.

Your parents asking questions?

They think he's off on another camping trip.

(trying to be light)
They must think he's turning into a tree-hugger.

They think he'd rather spend Thanksgiving
away from his family. (beat) He could've at least said goodbye.

You know Max. Something's up his ass. It
probably doesn't have anything to do with you. It's probably about...

He glances at Liz.

He said good-bye to her. Something's wrong.
He's...angry with me.

What could he possibly have to be angry about with you?

I don't know.



Easy. Look, I can see there's something
going on here... you don't want to tell me about it -- fine. But...just know that...I'm here for you.

He puts a hand on hers and there's a moment of connection between the two of them that is, in its own way, just as powerful as the
connection between Rath and Lonny.

There is... something. About... Vilandra...

Maria noisily moves a table aside to maneuver a push-broom under it. Michael pulls his hand away from hers.

Can we...?

Yeah (to maria) We're outta here.

MARIA (still sweeping)
Did you get that to-go order ready?

Mr. Pepperjack is on the counter.

Michael and Isabel head out....

Nicholas refers to the plant as Antar. "Kivar will abdicate the throne
of Antar and allow the Royal Four to return home...." and later when he
reveals the missing Granolith he says "No, it's no longer on Antar." Of
course, change of names of things in later revisions - for
example, Cadmeon X had a completely different name in earlier scripts.

The scene when Ava is leaving Roswell is a bit more revealing:
Liz: You don't have to do this.
Ava: Yes, I do. You don't just drop the dime on Lonny and get away with
it. Staying' here's too dangerous - for me and for you.
Liz: Where will you go?
Ava: I got a plan. It's better if you don't know.
Liz: One more did you know that I'd...been changed.
Ava: Our protector...said that if we were to use our powers on a
human...if we brought them across the line between life and
would change them forever. It was meant as a warning.
Liz: Of what? What could happen?
Ava: He never said. But Zan took it pretty seriously -- so he never
brought anyone back. The truth is, I don't know what it means, Liz. But I
thought you should know.

The last bit is when Isabel is convincing
Liz to try to contact Max. In response to Liz's question why Isabel
thinks Max will hear her. She says "Because he loves you, Liz. He loves
you more than anything in this world. I know that. For all that's
happened...for all the pain the two of you have caused each other...I
know my brother...and I know that if there is one voice he will hear no
matter where he is or what he's's yours.

There was a scene that was omitted where Liz reveals to Isabel and
Michael that she managed to reach Max.
Michael: Did you get through?
Liz: I..I was there...Max was on a street...Lonny and Rath...they were
tring to kill him...
Isabel: Is he all right?
Liz: I...I don't know...

A scene that was cut in MITC where Ava tell Liz about a prophecy that thier protector told them. It goes like this:
A once fallen king shall rise again and bring his bride back to life. Not sure where this was supposed to fit in, or if it is even real.

A Roswell Christmas Carol Cut Scenes

These cut scenes are from an early version of the script I got, that was before the episode even had a title. There are a few new scenes and the end is completely different.

From the opening where Michael wants to get to the hardware store.

Michael: Come on, Max, I gotta get to the hardware store before it closes. I need to get a present for Maria.

Max: What are you going to get her, a ratchet set?

Michael: There was stuff that looked interesting in the window, alright? Never mind. I'm under a lot of pressure. She's been busting my ass for weeks about this present. She says it's got to be significant.

At the Evans house at breakfast the next day, when Mrs. Evans is reading about the death in the paper.

Diane: Oh my God, they live four blocks from us. The poor man was working double shifts for months to buy Christmas presents for his children.

Isabel: Mom, it’s a tragic story. But you know how you get with these things so, please, don’t obsess about it. You’ll ruin Christmas.

Diane: I was not obsessing. Philip, was I obsessing?

Philip: Definitely not. You were musing, pondering. At the very most consumed.

As the family continues their dysfunctional banter we move in on Max, lost in his own thoughts. The voices of his family and sounds in the room go away as he slips into his own world.

Max looks out across the room, at camera, for one striking moment it’s as if he’s breaking the fourth wall, speaking to the audience.

Max: I’m sorry.

But he is not speaking to the camera. He is speaking to the man who died the night before. He is John Sutton (40s) gruff, blatantly honest, working class, charismatic even in his harshness. Max looks at him, stunned, but somehow taken out of this reality to the point that he talks to him. The Evans family continues in science unaware that the ghost is in the room, or that Max is talking to someone.

John: You’re sorry; I’m dead.

It is harrowing for Max, being confronted by the man he didn’t save.

John: How could you let me die?

Max looks at him, searching for an answer, feeling terrible - -

Max: It was too… dangerous. There was a crowd. I couldn’t do anything.

John: Yes you could. You chose not to. You protected you ass, good for you. Your little secret is safe. No one knows you have the powers to heal. But my family doesn’t have a father.

Max stares at John, a deer in the headlights, no good answer. The voices of the Evans family begin to come back…

Isabel: Max? Are you here? Max?!

Max looks at Isabel.

Isabel (continued): We’re making a family pact here. We’re all agreeing to not let any of these media-driven stories of holiday tragedy ruin our Christmas. Do you agree?

Max looks up and John is gone.

Max: I agree.

Maria goes to see Brody at the UFO Center to take him lunch.

Brody: Maria, hi.

Maria: Okay, flash update about my non-boyfriend Michael Guerin. First he had no present, then he wanted to puh the dae. And I almost caved Like I always cave, but here, I figure I’m doing it for his own good. Or once in his life he can actually think about someone else other than- -

Brody (gently interrupting): Maria…

She stops, seeing that Brody is distracted.

Maria: Oh, sorry. I don’t know what it is. Somehow I see you and I just start talking.

Brody: This isn’t a good time.

Maria: Oh, okay.

Brody: I won’t be coming in for the next couple of weeks. So, you don’t have to bring my lunch.

Maria grows curious, and now a bit concerned by his uncharacteristic distance.

Maria: Yeah, fine. Are you going o n vacation?

Brody: No.

Maria: Oh. Well, is everything all right?

Brody (avoiding the question): Yeah, fine…

Maria: Right, okay. You certainly don’t owe me an explanation.

Brody: I was sort of getting ready to leave so…

Maria: Okay. Well, Merry Christmas.

Brody: Yes. You too.

At the Valenti house when Tess is asking them if they celebrate Christmas, and do they usually have a tree.

Kyle: We like it in the garage. I use it to dry my socks.

Valenti: We could always hose it down and bring it in here if you want - -

Tess: No! One less thing to worry about.

Valenti: Good. Second down. Come on now! Visualize!

Tess: Oh. And what about Christmas dinner. I hope you’re not planning some big annoying - -

Valenti: We usually hit the Crashdown for turkey.

Kyle: All you can eat, $7.95

Valenti: Get there early there’s plenty of white meat. Pass interference!?

Kyle: Karma from a past life drew that flag.

Tess: Anything else? Festivity-wise? Just so I know to steer clear.

Valenti: We’re pretty much a football family. So, you can expect a lot of football.

Tess: Football. Great. Perfect. I don’t celebrate Christmas anyway.

The end of the scene where Isabel is with Michael to get a gift for Maria, and he suggests getting her an electric toothbrush.

Isabel starts to leave. Michael sees something on one of the shelves.

Michael: What about a toaster over?

Max is standing outside the dead man’s house when the carolers are singing.

John: What are you doing out here?

Max: I just want to make sure they’re all right.

John: They’re not all right. And it’s your fault.

Max: If I had exposed myself last night there are people I would have put at risk.

John: But it was okay for you to heal Liz Parker.

Max: How do you know about that?

John: Because I know everything in your mind, heart, and soul, Max. I know it all.

Max: That was a different situation.

John: How was it different? Because you had a crush on her? Is that how you decide why one person lives and another dies?

Max: What do you want from me?

John: For starters, I want you to stop lying to me about why you let me die.

New scene

Michael comes out of the hardware store holding a paper bag and a sledge hammer. Max walks up.

Max: Maria’s present?

Michael: Ha-ha.

Max: Listen, Michael. The thing that happened last night. I can’t get it out of my mind.

Michael: We did the right thing.

Max: Did we?

Michael: Yes

They look at each other.

Max: We let a man die, Michael.

Michael: Look, Max, if you feel guilty about it, why don’t you go to church?

Max: I don’t believe in God.

Michael: This had nothing to do with us, Maxwell.

Max: I wish I could shut it off that easily.

Michael: Fine, I guess I’m a heartless bastard. Let it go, Max.

Michael walks away leaving Max considering.

When Maria goes to Brody’s house the day after she sang there.

Maria: And she… She has…

Brody: Cancer. It’s in her bone marrow. Inoperable.

Maria nods, fighting tears.

Maria: Oh my… I’m… You know, I’m sorry.

Brody: I know you and I talk a lot. And I’ve never mentioned her. It’s just not something I talk about.

Maria: Oh God, that’s not why I… came here. I mean, I don’t need any explanation. If there’s anything I can do. Anything at all.

Brody: you did enough last night. You have a beautiful voice.

They share a look.

Maria: So, Sydney’s mother- -

Brody: In Phoenix. We’re not together.

Skipping a few lines in the scene.

Brody: Sydney’s going to be in the Christmas pageant this afternoon. Aren’t you, sweetheart?

Sydney: Do you know anything about being a princess?

Maria: Well, I was born to be worshipped.

Sydney: Can you help me?

Maria (to Sydney): Can I talk to you? In private? (she crouches down, and whispers) We both know that your dad probably doesn’t know much about being a princess. But I think he want to help you. So why don’t you try and have patience and let him fumble through it. Okay?

Sydney: Okay.

Isabel is at Michael’s house trying to help him with a gift for Mara, and he is showing her the bumper.

Michael: I know Maria. She’s going to love this.

Isabel: Michael, I’m warning you, you are on a darker road now than you were on with personal hygiene.

Michael: She’s going to love it.

Isabel: It’s your funeral, pal. Listen, is it all right if I leave some presents here? I’ll pick them up tomorrow.

Michael: Treat yourself.

Isabel: I have to get over to the Christmas Pageant. They’d be lost without me. Are you coming? I could use some help backstage.

Tess and Kyle shop for food, and they stop in front of the rack of Christmas decorations.

Kyle (referring to the decorations): What a cheese-fest.

Tess: I know. So did you guys ever make a big deal out of Christmas?

Kyle: A long time ago. It got old fast. And now that I’m with Buddha, the hypocrisies of the season become ever more lucid. What about you?

Tess: When you are raised by an alien shapeshifter who has no regard for human life it doesn’t exactly make for a warm and fuzzy Christmas.

New Scene -- At the Christmas pageant.

Diane: Oh my God, look at those adorable little dwarfs.

Philip: I don’t think those are dwarfs, honey.

Diane: Of course, they are. Where’s Snow White?

Max: I think they’re probably elves, Ma.

Diane: Don’t try and tell me those cute little guys aren’t dwarfs.

John: My kids were going to be part of this.

Max turns and sees John.

Max: Please. I’m with my family.

John: And I was supposed to be with mine.

Liz walks up.

Liz: Hi!

Diane: Oh my God! Liz. Philip, it’s Liz Parker.

Philip: Yes, I see. Hi Liz.

Liz: Merry Christmas Mr. And Mrs. Evans.

Diane: It’s been way too long.

Max: Mom.

Diane: What? What did I say?

Philip: Honey, let’s go find Snow White.

Philip leads Diane away, leaving Max and Liz alone - -

Liz: I just wanted to see how you’re doing.

Max: I’m okay.

Liz: Last night. I’ve never seen you like that.

Max: Yeah, I just …

Liz: Max, what did you mean when you said you had to restore the balance?

Max: I’m not sure exactly.

Liz: I just don’t want you to do anything dangerous.

Maria walks up urgently.

Maria: Liz, I’ve been looking all over for you. I have to talk to you.

Liz: Maria, not now.

Max: It’s okay. I’m with my family anyway, so… (to Liz) It’s okay, Liz.

He nods to her assuring her…

Maria: Liz, I really need to talk to you.

When Isabel is on stage confronting her family about them calling her the Christmas Nazi.

Isabel: They don’t know that I know they refer to me like that. But I do. Does that hurt? A little, perhaps. But it doesn’t deter me. Sure, I realize I can get annoying around the holidays. But without people like me, there wouldn’t be events like this. And now feast your eyes on the cutest damn kids in America! Welcome to Roswell’s 23rd Annual Christmas Pageant.

When Max is telling the Michael, Tess and Isabel that he wants to heal Sydney.

Michael: You heal that girl, you might as well light up a flare a mile high. “Looking for little green men? Here we are!”

Michael (continued): We are here for a reason, Maxwell. We may not know exactly what that reason is, but we damn well know it’s not to run around playing God. Call me a selfish jerk, but I don’t think we should risk everything so you could feel a little bit better about yourself at Christmas.

When Max goes to heal Sydney

Max sits in the jeep across the street from Brody’s house. It’s late, the street is still. John sits beside him.

John: I can’t believe you’re letting what Michael said give you second thoughts.

Max: I’m not having second thoughts.

John: Max, who are you talking to here? I know you’re having second thoughts.

Max: Is there any possibility you can leave. And I can tell you how it went.

John: And not see all my hard work pay off?

Max: I didn’t think so.

Max gets out of the car and walks across the street. He approaches the front door and stops. He sees the door is ajar. He looks at it, wondering. He pushes it open.

Dark inside. Max turns on a flashlight and shines it around. There is evidence that a quick exit was made. Two plates with food, half eaten. A toy in the process of being opened, then abandoned. Max sees a handwritten note scribbled in crayon on a piece of construction paper. “Sonia: went to Phoenix. Emergency. If anyone needs me, they can reach me at the hospital. (480) 555-4845.

At the Valenti Christmas that Tess invited Amy Deluca to attend.

Valenti: Don't exaggerate. You didn't need to be rescued.

Amy: Of course I did. The attic was engulfed in flames...

Valenti: Well, if you hadn’t been smoking that stuff with your hippie friends.

Amy: No one says hippie anymore Jim. It’s alternative life style.

Tess and Kyle are in the kitchen while Amy and Valenti are in the other room.

Tess: Well, I saw a break in the NFL schedule between the 22nd and 24th of December, so I figured...

Kyle: Right. Well, this is the best Christmas dinner we've had in a long time, so…

Tess: Why did you stop celebrating Christmas anyway?

Kyle: I’m not sure. I mean, it’s not like we made a decision or anything. It’s just sort of the way it worked out. You know, 2 guys living alone. We just never really had the Christmas spirit.

(Sheriff Valenti and Amy are laughing in the other room)

TESS: Well, it, uh, looks like he's got the spirit now.

KYLE: That's a really great gift that you gave both of us, I mean.

TESS: Don’t mention it. Oh, Kyle, could you grab my chair.

Kyle looks down and sees she has indicated a milk packing carton. Kyle cringes a bit.

After Max has healed the children in the hospital and collapses.

In the cancer ward, there are security guards knocking at the door. Michael crouches by Max, tries to rouse him… It doesn’t work. He looks around the room, what to do. He takes all the paper products he can find and puts them in the garbage can. He uses his powers to ignite the garbage can, flames shoot up. He looks around, and sees on Sydney’s chest, a silver handprint is beginning to form. He pulls her shirt over it, hiding it.

Michael: If there is a God please help us.

He pulls Max over to the doorway.

Michael: Max! Max.

Max opens his eyes, weak.

Michael: Max, you have to stand up. You have to stand, let’s go.

Michael helps Max stand up. They take cover behind the doorway just as the door bursts open. The security guards rush in. They immediately rush the garbage can in flames. When they rush in, Michael drags Max out. They have already put out the small fire. But Michael shuts the door and uses his powers to lock the door.

Michael slings Max’s arm around his shoulder and half carries Max and they disappear into a stairwell.

New Scene


Out of focus, because we are seeing thought Max’s POV. A painting of boats on the ocean come into focus

. Max looks around and realizes he is in a cheap motor lodge. The TV is on, tuned to morning cartoons. Michael watches TV, generously spritzing some Tabasco sauce onto a pop tart.

Max: Michael

Michael: Hey. You ready to go home? Or if you want we passed a petting zoo a few miles back. We can stop over there see if there’s any Llamas with life threatening illnesses.

Max: Did anyone see us?

Michael: I don’t think so.

Max: Thank you Michael.

Michael: Whatever.

Max sits up, still feels terrible. Instinctively, he puts his hand over the lock on the mini-bar. He opens and closes the door. He tires again. He opens and closes the door. It sinks in on him.

Max: Michael. I can’t use my powers.

When Maria goes to Michael’s house to exchange gifts.

Maria: I am so excited to give you yours. Now, I know we set a price range, but I went a little but nutso.

She gets her present from the bag. Hands it to him.

Later in the scene when Michael goes to the pile of gifts left by Isabel.

A bead of sweat forms on Michael’s upper lip. He looks at all of them, and lands on a medium sized square box. He surreptitiously puts his hand over the gift card and makes it read, “To Maria, Love Michael.”

Skip to when Maria opens the gift.

Maria starts to open it.

Michael: Now, remember what you said. This season isn’t about material possessions.

Maria: Of course it isn’t…

Michael: And it is exchangeable…

Maria: I’ll never exchange it. You handpicked it for me.

She takes it out. It’s a vase. Maria is in awe.

Maria: Michael, that is so beautiful. It’s hand painted. This must have cost a fortune.

New Scene

Tess enters through the front door and stops, seeing something near the Christmas tree: a new dining room chair with a bow on it. She slowly walks up to it, moved.

Kyle: Merry Christmas.

Tess: Thank you.

Kyle: Thank you. I thought about what we were talking about last night. And I remembered when we stopped celebrating Christmas. It was after my mom left. So thank you. You know, for bringing Christmas back to us.

At midnight mass.

Max sits next to Liz and takes her hand.

John appears… Stands next to Max.

Max: I thought you were gone.

John: I’ve been part of you all along.

John moves to Max, and literally joins Max, becoming part of him.

P.S. - I like the ending in the show better. ;)

To Serve & Protect Cut Scenes

To Serve And Protect Uncut


valenti is working on a stack of paper work when he hears a conversation just outside his OPEN door.

MAN'S VOICE: (loud enough to carry) Excuse me. I'm looking for a broken-down old warhorse who somehow managed to make sheriff in Roswell, New Mexico

Valenti recognizes the voice. Puts down his pen and sits back, half-amused, half-annoyed.

HANSON'S VOICE:: Uh... Sheriff Valenti his office--

VALENTI: Hanson! send that sanctimonious paperpusher in here before I have him arrested for vagrancy!

The door pushes all the way open and HANSON sets in a tall, confident man Valenti's age, DAN LUBETKIN. They're friends, but not buddies. Come up through the ranks back in the day. The friendship is expressed through mostly good-natured insults and ribbing, but there's also an undercurrent of genuine competitiveness underneath it. Hanson exits.

LUBERTKIN: Dam, son. You are getting old!

VALENTI: Real police work'll do that to you, Dan. You should try it some time!

LUBERTKIN:Now THAT hurts. (extends hand) Long time, Jimbo.

VALENTI: (Shakes his hand) Too long. (beat) So. Not a social visit I take it?

The two men sit down.

LUBERTKIN: State police board wants to review the Hubble shooting.

VALENTI: Hubble? That was an open and shut case. Crazy old man with a gun out in the desert. It was over a year ago, why investigate it?

LUBERTKIN: (shrugs) The wheels of justice grind slowly.

Valenti sits back, regards him for a beat.

VALENTI: Do I need a lawyer?

LUBERTKIN: Whoa easy. No need to get all riled up.

VALENTI: It was a clean shoot, Dan.

LUBERTKIN: If you say so. Now, what say we pull of the procedural 'til tomorrow, pull that wild Turkey outta top cabinet dawer and tell outrageous lies about the good old days. (beat) Come on.

Valenti finally relents, takes out his keys and moves to the file cabinet.

VALENTI: Its the second drawer, you feeble minded excuse for a cop.

Valenti unlocks the cabinent, OPENS the second drawer, pulls out a bottle of Wild Turkey, and we....



ISABEL sits at the kitchen table, watching a small TV sitting on one of the counters. MAX sits next to her, eating dinner and trying to watch something---anything.

ISABEL: There's nothing on.

MAX: We must get fifty channels

ISABEL: Crap. Crap. Boring. Crap.

She gets up to leave. Max begins surfing the channels on his own.

ISABEL (cont'd): Think I'll go for a stroll.

She heads down the hall.

MAX: Haven't u been overdoing that lately?

ISABEL: Take it easy. It's harmless.

MAX: (calling after her) It's just not a nice thing to do. (then, louder) Stay away from Liz, please.... (off her silence) ...Isabel?


...Where we see ISABEL curled up with her yearbook. She turns the page and comes across pictures of Liz, Maria, and Kyle. She closes her eyes. FLASH, FLASH:


Isabel watches from the booth as LIZ works the cafe alone.

A strikingly good-looking man (20s) ---BRAD--- ENTERS the cafe. Liz recognizes him, smiles fetchingly

BRAD: Hello, Liz

He walks up to her, sweeps her up in his arms, lies her back on the counter.

ISABEL: Not bad, Liz. Didn't think you had it in you...

LIZ to Brad) Would you like...fries with that?

BRAD: I know what I want.

He leans down to kiss her, but before their lips touch...


MAX has suddenly replaced Brad. He's inches from kissing her.

MAX: Isn't this what you really want?

Liz isn't shocked by the sudden change, accepts it in a dream logic. They stay close.

LIZ: yes...NO, I don't want this...

MAX: Now you're lying to yourself.


Now Brad is standing on his feet, cradling Liz in his arm. Max stands in front of them both, arm crossed, SHIRTLESS.

LIZ: I don't care. I'm with Brad now.

MAX: Brad doesn't even exist. Besides, you want someone who can do this...

He flicks a finger and rose petals begin to rain down gently. (AWWWWW)

LIZ: Brad...take me away....please....


Now Max is cradling her in his arms, Brad is GONE.

LIZ: (cont'd) Oh God...

Isabel yawns.

ISABEL: Even her romantic dreams are boring.


Isabel rouses herself from slumber, turns over, bleary-eyed, and seeks out another photo in the yearbook.

ISABEL: (closes her eyes) Kyle has to have more interesting dreams than that...

And we FLASH to...


Isabel watches as a shirtless Kyle sits with a rotund, robed bald man --- BUDDHA, himself --- on a mountaintop. They are both in the lotus position.

BUDDHA: Remember, young blossom, my most important words...

KYLE: Yes, Master?

BUDDHA: "To thine own self be true."

ISABEL: (hello?) Shakespeare.

BUDDHA: With every inhale, find the center of yourself. With every exhale, release the ties that bind your energy.

Kyle closes his eyes, does the breathing exercise...

Something BEEPS.

BUDDHA: Excuse me.

Kyle pries open one eye and BUDDHA whips out a futuristic DEVICE -- an alien communicator.

BUDDHA: (cont'd) (to communicator) Buddha here, Yes? (urgent) When?

Buddha gets to his feet, suddenly ass business. Kyle's getting worried.

BUDDHA: Prepare the ship. Stand-by the beam us aboard.

KYLE: Master....?

Buddha lifts Kyle to his feet.

BUDDHA: Our enemies have arrived, Kyle. We must leave Earth and face the Dark Legion.

KYLE: No-no-no-no-no-no-I'm here in inner peace, not this science fiction crap.

Buddha pulls out a ray gun.

BUDDHA: Max Evans changed you when he saved your life. You know that. You're and alien now, Kyle. Accept you destiny.

KYLE: No, I'm not! He points a finger at Buddha for emphasis and is horrified to see that his hand is now MOTTLED GREEN, with extended fingertips.


Isabel rolls her eyes.

ISABEL: Oh, please.

Suddenly -- FLASH.


This middle of nowhere. Isabel looks around, increasingly concerned.

ISABEL: Where am I? Kyle...? Whose dream is this?

A bloodcurdling scream turns her attention to a distant plane, where she sees something that wasn't there before: A FIGURE, dragging a large sack across the ground. Before she can investigate, she's overwhelmed by IMPERSSIONISTIC FLASHES:


....bound by duct tape....

A CAR TRUNK 9 somebody looks up, only to see a silhouette slam it shut.....

A GIRLS MOUTH 10 hands reach up and pull off the duct tape that covers it. The girl screams...



...and Isabel bolts awake, gasping from her won fear.





Max and Isabel recount her tale in front of a confused sheriff.

VALENTI: So let me get this straight, You can go into people's dreams?

ISABEL: Yes. But usually I choose whose reams I go into. This one came to me.

VALENTI: Well, how do you know this was real and not just someone's nightmare you stumbled into?

ISABEL: I don't. But it felt real. Like this girl was in trouble

Valenti's gaze turns to Max.

MAX Sheriff, when Tess was being tortured, Isabel got flashes from her. She KNEW that Tess was in danger. That's how we saved her life. We should check into this.

VALENTI: It's hard to look for a missing girl without a name or a face.

A cursory knock at the door, then Lubertkin pokes his head in.

LUBERTKIN: Hey. Senor Chow's for lunch?

VALENTI: Uh...that'd be fine.

LUBERTKIN (eyes Max and Isabel) Hi.


VALENTI: See you at one, Dan.

Lubertkin regards Max and Isabel before he leaves. Max turns to the Sheriff

MAX: Who's that?

VALENTI: He's from the state police board. Reviewing the Hubble case.

MAX: (worried) Hubble?

VALENTI: It's no big deal. Dan's an old friend. (to Isabel) I'll look into it. Okay?

ISABEL: Thank you.

As she and Max exit, we.......



Breakfast is still being served. Kyle and TESS are sitting in one of the booths. Tess is pouring Tabasco (with stopper removed so it will POUR) onto a stack of strawberry pancakes, already will high with whipped cream. Kyle hasn't touched his omelet.

KYLE: That's a real...alien thing, isn't it? Very sweet and very spicy.

TESS: Yep.

KYLE: Can I... try a bite?

TESS: (shrugs) You wont like it.

KYLE: I hope not.

He takes a big forkful and eats it.

KYLE: Oh my God.

TESS: Told you.

KYLE: No, it's... not completely horrible. It's almost...tasty

TESS Have some more.

KYLE: NO! No, this is so wrong... I'm not ready for this.

TESS: For what?

KYLE: The change. I'm not ready to be a half-human, half-alien freakaziod.

TESS: We prefer the tem HYBRID.

KYLE: I'm serious. I never bargained for this. One minute I'm a normal guy with my whole life head of me, and the next thing I know Max Evans transmogrifies me into something not of this earth.

GABBY's NOTE: ok sorry to interrupt! but I mean COME ON de ja vu! "we prefer the term..." "into something not of this earth..." eeeek lol just had to share!

TESS: Trans-what?

KYLE: I didn't ask for this.

TESS: I suppose he could've let you die. Is that what you want?

KYLE: If I had died, I would've been transcended the mortal plane and been reincarnated into the next stage of my life.

TESS: Reincarnated as what?

KYLE: Another person...or an animal, maybe.

TESS: An animal? Like you could've ended up as a gopher or something? (she should say gerbil LMAO)

KYLE: We're getting off the point here. I need some help with this!

TESS: What do you want from me? I don't know what's going to happen to you. Maybe NOTHING is going to happen. Or maybe you're going to develop superpowers and start flying around Roswell with a big cape. I DON'T KNOW!

She goes back to her pancakes. Kyle sits back for a beat, not satisfied, but not sure what to do next. He eyes her pancakes.

KYLE: Can I have another...?


She keeps eating and he tries to calm himself, but it's not easy.



Lubertkin and Valenti plow though a healthy serving of Mexican food. Lubertkin has a yellow pad and a police file near him on the table, but her baely taking notes.

VALENTI: ...When I ordered him to put his gun down, he refused. He brought the weapon up, I felt my life was in imminent danger, so I fired.

LUBERTKIN: Mm. Just like it says in you report. (to waiter) Can we get some more sweet and sour tortillas? (to Valenti) So. Who where those kids in you office this morning?

VALENTI: Nobody. Stolen bike.

LUBERTKIN: What were their names?

Valenti hesitates, but he has nowhere to go.

VALENTI: Max and Isabel Evans.

This registers with Lubetkin. He picks up the file.

LUBERTKIN: Max Evans. I have a statement here that says Hubble was last seen in a car with Max Evans before the shooting.

VALENTI: Whose statement?

Lubetkin measures Valenti's tone.

LUBERTKIN: Was Max Evans out there that night?


LUBERTKIN: Ok, Jim. That's all I need to hear.



INT. CRASHDOWN CAFE -- DAY 14 Liz is carrying an armful of plates heaped with food to some patrons in a booth. MARIA is taking an order right behind her.

LIZ: Okay...Saturn rings, Galaxy Sub, hold the Max...

Both Liz and Maria react to what she just said. Liz grabs Maria by the arm.

LIZ: (cont'd) I'll be right back with our Cokes.

She steers Maria back to the counter. As they cross...

MARIA: Okay, what's going on?

LIZ: (quiet but upset) I need help! I'm sick! I'm an obsessed person! (ARENT WE ALL!)

She starts filling glasses with soda.

MARIA: Is this just general freakout of....?

LIZ: I have Max on the brain! I dream about him! I think about him! Now, I'm saying his frickin' name without even realizing it! What's wrong with me?

Maria reaches up and stops Liz, who now has eight glasses of Coke in front of her.

MARIA: You're in love.

LIZ: I know that! But it's not getting me anywhere!

MARIA: Come on, girl. Chill... it's not that bad.

LIZ: Not that bad? --- LOOK AT THIS!

She pulls out photos of Max out of her uniform (ok where the HELL did she get these?)

LIZ: (cont'd) Obsession! Obsession! Obsession!

MARIA: Okay, okay. You're a...Max-aholic. I'm here for you. What can I do?


Maria scribbles it on her order pad as Liz bangs her head against the counter. The front door OPENS and Maria reacts.

MARIA: Oh, you gotta be kdding.

Liz looks up to see....



ENTERS the diner. Sean is punk. 18 years old. Bad news. Bad clothes. Bad attitude. The exact antithesis of MAX. Of course Liz is attracted to him.


MARIA: (cont'd) When did you get out?

SEAN: This morning.

MARIA: You didn't break out, did you?

SEAN: Early release. Good behavior.

MARIA: That'd be a first. You don't think you're staying with us.

SEAN: Aunt Amy already gave it the thumbs up.

MARIA: She is such a soft touch.

SEAN: Hey, Liz.

LIZ: Sean.

SEAN: All grown up. Like it. (to Maria) See you at home.

Sean EXITS again. Maria can't believe it. Liz can't believe it either, but for different reasons.

MARIA: It's not your home!

OFF Liz, who suddenly has something new to think about.


Max enters to find GRANT watching TV. There's definitely no love lost between these two.

MAX: Grant.

GRANT: Hey, Max.

MAX: You're uh...?

GRANT: Waiting for Isabel

MAX: Right. I'll go check on her.

GRANT: Thanks.


Max comes in on Isabel, who crosses back and forth, going though her wardrobe.

MAX: You know Grant's waiting downstairs?

ISABEL: I know.

MAX: Do you really like that guy?

ISABEL: Max, don't start, okay?

MAX: What's wrong?

Isabel keeps looking through her clothes, almost desperate.

ISABEL: I can't stop thinking about that girl, that's all. It was was dreamwalking me.

MAX: You mean, she's .... an alien?

ISABEL: No. I...don't think so.

Max takes this news in carefully.

MAX: Maybe you should cancel your date.

ISABEL: You know how many times I've cancelled with him in the last month? I'm running out of excuses.

MAX: Tell him the truth-- you've been battling evil aliens for control of the planet and it's hard to fit him in.

ISABEL: Funny. (beat) I want to have a normal night out with a normal guy. (grabbing an outfit) Tell him I'll be ready in five minutes.



Kyle sits on the couch, staring down at his hand, the memory of the dream still with him. He points his hand at the TV (which is OFF), concentrates....TESS ENTERS in the back Kyle as he concentrates on the TV.... then grins and picks up the remote control and TURNS ON the TV.


Tess grins wickedly. Kyle points his hand at the TV again.

KYLE: (cont'd) ESPN...

Tess changes the channel.

KYLE: (cont'd) HBO!

She changes the channel.

KYLE:( cont'd) PLAYBOY TV! (if Kyle was really serious about Buddahism he wouldnt have picked THAT channel but hes still a guy! LMAO)

KYLE: (cont'd) I have become...

He suddenly sees Tess out of the corner of his eye.

KYLE: (cont'd idiot.

TESS: But a cute one.

She tosses him the remote and EXITS.


Grant and Isabel are sitting in the theater. She's tired. Stretches her neck.

GRANT: (sotto)---(wtf does that mean?) Sore?

She nods and he rubs her neck for a second.

ISABEL: (sotto) Thanks.

He takes the opportunity to leave his arm around her shoulders. She snuggles up, puts her head on his shoulder. Grant smiles and softly strokes her shoulder. He looks over and discovers that...

She's asleep. Disappointed, he turns his attention back to the movie. But we stay on Isabel and FLASH...



...and Isabel stands in the forest once more. She can barely make out more detail as to where she is. But she's also closer to the figure as he drags his bad, which looks more and more like a body bag. FLASH:

Isabel stands several feet away where she sees a young woman approaching her car. Isabel still can't make out the woman's face, but she spots a man in dark clothes and a hood approaching from behind.

ISABEL: Look out!

Isabel tries to run, but she doesn't get any closer. The assailant overpower the woman. Drags her into darkness.

ISABEL: (cont'd) no!


MISSING GIRL'S POV 22 the hooded Kidnapper ties off her arm with a rubber hose. He prepares a hypodermic needle with a milky liquid. We have absolutely no bearing as to where we are, but we hear the ragged, terrified breathing of the girl.

MISSING GIRL (O.S)---(wtf?) You don't have to do this....please....

The Kidnapper plunges the needle into the girl's taunt vein. The girl screams and....


...ISABEL bolts out of her seat, screaming with her. Grant and the rest of the moviegoers stare at her in surprise.

GRANT: You okay?

ISABEL: (Obviously not) I'm fine...

And we take a HARD CUT TO:


...where Valenti is facing a very agitated Isabel. Max is nearby.

ISABEL: I need to fine her. She's in trouble, she's going to die.

VALENTI: I thought you weren't sure if--

ISABEL: --It's real, Sheriff. I know it. It's happening.

Valenti looks to Max.

MAX: We have to find her.

VALENTI: Find who? There's no missing girl. No one's been reported. We don't know what she looks like. I have no leads.

ISABEL: I saw her car. It was silver.

VALENTI: Did you see the plates?

ISABEL: No. It was a Honda--- or a Toyota. I'm...not good with cars.

Valenti takes a couple of steps around the room.

VALENTI: Okay, I guess I could...start looking through the abandoned vehicle repots... see if it's turned up anywhere...

ISABEL: THank you. Sorry, for....barging in like this.

VALENTI: It's all right.

Isabel EXITS. Max hangs behind for a second.

MAX: I know how it must sound, but....

VALENTI: I believe her, I do. I just don't know how realistic it is to think that I can find a girl on this kind of evidence.

Max gives him a smile and then EXITS. Valenti picks up the phone, dials a number.

VALENTI: (cont'd) Hanson? I'm coming in.



Valenti's placing an order with a Waitress.

VALENTI: Large coffee and Work Wrap to go.

A middle-aged woman, JUDITH FOSTER is paying her tab.

JUDITH FOSTER: Working late, Jim?


JUDITH FOSTER: Great match your boy had the other night.

VALENTI: yeah-- two take-downs. Not bad.

JUDITH FOSTER: Just like his father. Remember that match against the Rangers?

VALENTI: How do you remember that kind of thing?

JUDITH FOSTER: I had a crush on you. Or didn't you notice?

VALENTI: I noticed your boyfriend.

JUDITH FOSTER: (smiles) I like to call him my husband now.

The Waitress gives JUDITH her change and Judith leaves a tap/

VALENTI: How's your girl?

JUDITH FOSTER: Melissa's fine, just fine. (checks her watch) I think.

Judith hesitates just enough for Valenti's cop instincts to kick in.

VALENTI: Something wrong?

JUDITH FOSTER: Oh, I'm sure it's nothing. She went to go visit some friends in Santa Fe yesterday and she hasn't called home yet. I know I shouldn't be concerned, but...she always calls. Oh. I'm just being silly.

VALENTI: Melissa...drives a silver car, doesn't she?

JUDITH FOSTER: (nods) Toyota. Why?

Off Valenti makes a dark and chilling connection, we....







The station has transformed itself into a hurricane of activity. Different deputies come up to Valenti as he rattles off orders.

VALENTI: (to one deputy) Have we contacted all the Foster girl's friends yet? We need to know if she turns up. (to another deputy) Get on the horn with Highway Patrol. I want every inch of the 285 covered. (to a third) Here are the plates to the car. Run them.

Sitting on a chair, in the eye of the hurricane, is Judith.

JUDITH FOSTER: She over night bag....a cosmetics case....

HANSON: Does she have a cell phone?

JUDITH FOSTER: No. I.... (voice catches) I took it away from her ... she'd been spending to

She looks away, wracked with guilt. Lubertkin enters the station, goes to Valenti.

LUBERTKIN: How's it going?

VALENTI: Busy. (to deputy) Where's that picture?

The Deputy scurries away.

VALENTI: (cont'd) What's up?

LUBERTKIN: Heard about the missing girl. You're really circling the wagons here.

The Deputy returns with the PICTURE of Melissa Foster as Valenti reaches the door of his office.

VALENTI: Just doing my job. Excuse me.

That's Lubertkin's cue to leave. He doesn't take it. Instead he notices that all the blinds to Valenti's office have been drawn.

LUBERTKIN: Who you got in there?

VALENTI: Potential witnesses.

Judith hears this and is on her feet.

JUDITH FOSTER: Witnesses? To what? Someone saw Melissa?

VALENTI: POTENTIAL witnesses. Just some preliminary questioning.

JUDITH FOSTER: Who are they? Where did they --?

VALENTI: Judith. You have to trust me here. I'll let you know the second I have something solid to go on. For now, just let me do my job okay?

JUDITH FOSTER: (deep breath) Okay....

Hanson guides her back to the chair. Lubertkin shoots Valenti a curious looks a Valenti EXITS to...


....where Max and Isabel are waiting. Valenti hands the picture to Isabel.

VALENTI: This her?

ISABEL: (inspecting the picture) the hair's right....I think it's her...

MAX: Are you sure?

ISABEL: I....I never saw her face ...'s her. It has to be.

VALENTI: I hope you're wrong. I've known the Fosters for years.

Max looks over Isabel's shoulder at the picture.

MAX: I don't recognize her.

VALENTI: She goes to Goddard High.

Isabel holds the picture as if she was trying to get a reading from it.

ISABEL: Her pain -- her terror. I felt it so clearly in the last dream. (beat) We have to get her back. I need to.

Valenti looks at her, surprised at her passion.

VALENTI: You and me both.






Maria brings a burger and fries to Sean's table, but doesn't set it down. Liz is working in the background.

MARIA: I don't know if I made this clear or not, but you dine and dash here? You die.

Sean reaches into a jacket pocket, pulls out a couple of balled up bills and an odd amount of changed and drops them on the table. Maria eyes the cash for a beat.

MARIA: (cont'd) Is there a tip in there?

SEAN: Just gimme the burger.

She sets down the food and slips into the seat across from him. Sean promptly begins disassembling the burger, removing offending items like pickles, etc.

MARIA: How 'bout a little talk?


MARIA: We have rules at our house. Strange, bizarre, unimaginable as they may seem to you, we live our lives by these very simple rules.

Sean begins banging the ketchup bottle on the table. trying to get the flow going.

MARIA: (cont'd) Rule one: toilet seat is left DOWN. Rule two: underwear is not left on the floor. Rule three: milk is poured into a glass not consumed directly from the carton.

She grabs the ketchup bottle, gives it an odd twist and a shake -- voila, the ketchup flows.

MARIA: Rule Four --

SEAN: There a lotta these rules?

MARIA: Don't worry, I'll write them down for you, assuming you can read. But rule four is very important: LEAVE LIZ ALONE.

SEAN: She part of the house or something?

MARIA: I'm not kidding. She's off-limits to you. Way, way off-limits.

He's eating his burger, could care less about her warnings (ever wonder how liz and maria have the time to just sit down and chat when they're working?)

MARIA: (cont'd) I saw the way you looked at her. "all grown up. Like it." It's not gonna happen, Sean.

SEAN: Okay.

MARIA: She's in a very....fragile and delicate state of mind.


Sean gives Maria a look, but Maria is unfazed.

MARIA: I'm serious.

SEAN: I hear you, all right? Leave her alone. I get it. What do you want from me?

MARIA: You'll have the list by the end of the day.

Maria goes back to work and Sean applies himself to his food.

Liz walks by, carrying two armloads of plates and despite Maria's warnings, Sean can't help but follow her legs with his eyes as she moves through the cafe. He looks away.

Liz unloads the plates to some customers, glances up and glances at Sean -- he's not looking, but she is.


Isabel lies on her bed, closes her eyes. Deep breath. And....

ISABEL: I can't do this.

REVEAL MAX, sitting at her desk.

MAX: What's the problem?

ISABEL: How am I supposed to dreamwalk Melissa Foster when I don't know who she is?

MAX: Valenti showed you her picture. Try to dreamwalk her.

ISABEL: I know everyone that I dreamwalk. I have no idea who or where this girl is.

MAX: Just try.

She starts to push him out the door.

ISABEL: All right ... but not with you in here.

MAX: What if something happens? What if you get stuck or ---

She slams the door in his face.

MAX: (cont'd) (through the door) Love you, too.

She collapses back on her bed. Takes another deep breath. Closes her eyes. And we ....




Isabel sits up, shaking her head. It's not working. She walks toward her bedroom door, opens it and is overwhelmed by....


.... that sucks her though the door and into ...


...where Isabel now stands a few feet away from the back of the Kidnapper, now with his hood off. He lets go of the bad he's carrying, and Isabel sees something .. the bag, kicking, clawing, fighting to get out.

Isabel turns her attention back to the Kidnapper. She walks around and discovers that the Kidnappers is GRANT.

ISABEL: You....

MAX: (Off set) ... Isabel....

Isabel staggers away from the scene, trying to get away.

MAX: (O.S., cont'd) ISABEL!


She wakes up in Max's arms.

ISABEL: (upset) No...can't be

MAX: You started crying in you dream. What happened?

ISABEL: It's Grant ... he did it, it's Grant....

As Isabel holds onto her brother, we CUT TO....


Max and Isabel sit in front of Valenti.

VALENTI: Sorensen?

ISABEL: I'm positive.

Valenti looks at her, nods.

VALENTI: All right, I'll take care of it.

He stands and grabs his hat.

MAX: You want us to help?

VALENTI: Not this time.

As he walks out with a purpose, we....



Valenti stands in the green with JUDE LEWIS.

VALENTI: Your Honor, the woman who came forward is POSITIVE that she saw Grant Sorenson with Melissa Foster.

JUDE LEWIS: You have a history with this Sorenson character, don't you? He filed a complaint.

VALENTI: That was a misunderstanding.

JUDE LEWIS: Searching his room without a warrant? Shoving a gun in his face? Some misunderstanding.

VALENTI: Your Honor, a girl may be dying here.

JUDE LEWIS: Well, hurry up and bring me probable cause. Then you'll get you warrant. Otherwise, you're ruining my handicap.

We stay on Valenti, who seems to accept his fate when we...


EXT. GRANT'S WORKSITE -- DAY 35 VALENTI and another deputy comb through the site.

VALENTI: Vinyl. We're looking for a large vinyl bag. Seven feet by three feet.

GRANT: (o.s.) Sheriff!

Valenti turns to see Grant running up to him.

GRANT: What the hell is going on here?

VALENTI: We need to do a little looking around, Mr. Sorenson.

GRANT: For what? My igneous rock collection?

VALENTI: Do you know Melissa Foster?

GRANT: I heard she was ... (the nickel drops) What is this? Every time somebody disappears, I become you number one suspect?

VALENTI: What were you doing last Friday night?

GRANT: I drove to Carlsbad. That's the opposite direction from Santa Fe.

Valenti regards Grant carefully.


Chinks appear in Grant's armor.

GRANT: It's -- common knowledge. The whole town's talking.

Valenti surveys the worksite. Off in the distance, he sees a PUP TENT. (WTF?) He starts to walk toward it; Grant follows.

GRANT: (cont'd) Sheriff, where's your warrant?

VALENTI: What were you doing in Carlsbad?

GRANT: I went to pick up some equipment.

VALENTI: We've had some reports that you've been out here in the middle of the night.

GRANT: That's not a crime.

VALENTI: Depends on what you're doing.

Valenti's reached the pop tent. Grant realizes Valenti's interest in it.

GRANT: Don't touch that!

Grant's outburst convinces Valenti this is what he's been looking for. He kicks over the pop tent, revealing.....


....Isabel saw in her dreams.

VALENTI: What are you doing with this bag, Mr. Sorenson.

GRANT: Transporting equipment.

VALENTI: I need to see what's inside. Open it please.

Grant tries to block Valenti.

GRANT: I can't do that.

VALENTI: If you won't, then I will. Now step aside.

GRANT: Sheriff, this is ridiculous---

Grant puts his hand on Valenti to stop him. Valenti puts his hand on his gun.


Grant reluctantly steps aside. Valenti bends down and rips the bag open, reavealing.....

GEOLOGICAL EQUIPMENT (dramatic dun dun dun)

VALENTI: What is this?

Grant falls to his knees, struggling to cover the equipment back up.

GRANT: Equipment! Photosensitive equipment! They use it in caverns -- like in Carlsbad! That's why I've been working at night, it's the only time I can get proper readings.

Red slowly starts to creep out from under Valenti's collar. Grant stands.

GRANT: You don't have a warrant, do you? (off Valenti's silence) Being harassed by you once was annoying. But twice....? I suggest you go back to your little cave and wait for my lawyers to call.

Off Valenti chastened, we CUT TO:



Valenti smashes into his office. Luberkin's waiting for him

VALENTI: Dan.....

LUBERTKIN: Cards on the table, Jim-bo. What's going on here?

VALENTI: I'm in the middle of an investigation.

LUBERTKIN: Where have you been for the past four hours?

VALENTI: Following a lead, checking out a suspect. Any other questions?

LUBERTKIN: You, you got a warrant this time for Sorensen?

Valenti looks at him.

VALENTI: You always know more than you let on, Dan. I should've remembered that the moment u crossed my door.

LUBERTKIN: Part of my job, Jim-bo. And right now, what I know is that you disappear for days on end, you spend a lot of time lately with teenage kids. Awful strange behavior.

Valenti sits down.

VALENTI: You're not here because of the Hubble case, are you? What's this all about, Dan?

Lubertkin dodges the questions.

LUBERTKIN: The state board's always had you in their watchfile, what with your reputation for chasing UFOs and whatnot. Now your own men are talking, and they wanna know what happened to their sheriff.

VALENTI: I don't owe them an explanation.

LUBERTKIN: You owe me. You're crossing a lot of lines here, I wanna know why.

VALENTI: I am in the middle of a time-critical investigation! A girl's life is on the line!

Someone KNOCKS on the door.

VALENTI: (cont'd) What?!

The door swings open and Hanson shepherds in a TEENAGE GIRL.

HANSON: Sorry, Sheriff, but....uh....

Valenti's mouth drops open.

LUBERTKIN: (to girl) can we help you?

TEENAGE GIRL: Yeah, my name's Melissa Foster. I heard you were looking for me.

Lubertkin turns to Valenti. As the sheriff's world implodes, we.....






Valenti, Max and Isabel meeting covertly behind the stationhouse.

VALENTI: The girl said her car gave out halfway to Santa Fe. Next day, she got a tow. No kidnappings. No needles. No bags in the desert.

Isabel turns away from both men so they can't see how upset she is.

VALENTI: Isabel, it's all right. Melissa's safe and her parents are happy. Nobody got hurt.

MAX: What about you?

VALENTI: Well....I have some.....awkward questions to answer, but......I'm sure it'll blow over.

ISABEL: Sheriff-- I am so sorry. I don't know how I could have been so wrong.

VALENTI: Listen to me, you didn't do anything wrong. You that the rest of us don't. And I trust those gifts. If anything like this ever happens again, I want you to come to me. All right?

Isabel can't meet his gaze, but she nods.

VALENTI: (cont'd) Now. don't worry about me. I'll be fine.

and we....



Valenti is getting grilled by Judge Lewis and Lubertkin.

JUDE LEWIS: What the hell is wrong with you? You conduct an illegal search after I say no?

LUBERTKIN: You know Sorenson's filled a fifteen million dollar civil suit against the city?

VALENTI: For what? Ruining some stupid experiment? He'll get laughed out of court.

JUDE LEWIS: Not in my court. I'm half-tempted to have you thrown into your own jail on a contempt citation.

VALENTI: I'm sorry. Okay? I was wrong. I had a hunch and I had to follow--

JUDE LEWIS: A hunch? You told me you had a witness.

LUBERTKIN: You told Judith Foster you had TWO witnesses. You terrified that family. I spent all day trying to calm them down.

VALENTI: There were two witnesses, but I promised them anonymity. I can't break their confidence.

LUBERTKIN: Are we talking about those kids again?


JUDE LEWIS: What kids?

LUBERTKIN: Max and Isabel Evans

VALENTI: This has nothing to do with them.

JUDE LEWIS: (a shout) Then who? I want names and I want them NOW!

Valenti sits back, knows they're not going to like this.

VALENTI: I'm sorry.

The Jude gets up.

JUDE LEWIS: Gonna be a hearing in my courtroom nine am tomorrow. Best you find yourself a lawyer.

Lewis and Lubertkin head for the door.




After hours. Kyle at the counter, Liz standing behind it, making a half-hearted attempt to wipe it down. Maria cleans the tables and Michael scrubs the grease traps in the background.

KYLE: Tess is openly mocking me now. This morning, I woke up with little antenna coming out of my head.

LIZ: We need professional help.

The door OPENS o.c. and Sean ENTERS.

SEAN: Yo, M.

Michael looks sharply at this.

MARIA: "M"? We use names out here in the world. My name is MARIA.

KYLE: Who's that?

MICHAEL: Maria's loser cousin. Sean.

SEAN: (to Michael) Can I get some fries, tough guy?

MICHAEL: Hey, there's a sign out front for a reason. CLOSED, all right?

Kyle keeps talking to Liz, but he's basically talking to the counter.

KYLE:> Anyway, the thing's going to be okay. I mean, we're both obsessed people, but we'll get through it. At least we have each other.

LIZ: You know, I think the fryer is still warm. I could whip you up some fries.

Maria gives her a "you gotta be kidding" look.

SEAN: Nah. Forget it. I'll scrounge something up at home.

He heads for the door.

MARIA: Stop calling it that! It's MY home! You're just passing though.

Sean's gone. Maria looks over at Liz, catches the look on her face. Liz tries to go back to cleaning the counter.

MARIA: (cont'd) Are you even remotely thinking.....?

LIZ: No. Of course not.

The more Liz busies herself, the more it's clear she's interested. Maria shakes her head.

MARIA: All I do is try to help, but does anyone listen.....?

She walks off.

LIZ: (distracted, to Kyle) Sorry, what were you saying?

KYLE: Nothing, Just .......talking to myself. (to Maria) You got any cousins for me?




Max and Isabel sit at opposite ends of the room.

MAX: How could this happen?

ISABEL: I don't know.

MAX: Valenti might be losing his job because of us, have you thought about that?

ISABEL: Of course, I have! But what was I supposed to do, let this girl die?

MAX: There is no missing girl, all right? Your dreams were wrong. YOU WERE WRONG.

This hits both of them like a slap.

ISABEL: Don't you think I know that? But maybe part of me.....needed her to be missing?

MAX: What do you mean?

ISABEL: After everything that's happened, after all the pain we've caused. I just wanted what we are---what I am---to do something good for a change.

Max comes over to her. Hugs her tightly.

MAX: You are my sister. You yell at me, you second-guess me and you piss me off. You've also saved my life. I don't care what we've been through, I still believe in you. I always will.

Isabel holds back her tears.

MAX: (cont'd) Go to sleep. You look really bad.

ISABEL: Thanks.

He gives her one last brotherly squeeze and we.....




The lights are off. Isabel's asleep. But it's not peaceful.



Isabel stands at a different point in the woods, which she sees in more detail than before. An open clearing with the chimney of an abandoned pump house in the distance.

The Kidnapper, with his hood back on, wraps a young girl in duct tape. He stands so that he blocks the girl's face from Isabel's view.

ISABEL: Max! Max, help me!

She FLASHES again, but we go to.....


Max runs to his sister's bedside.

MAX: I'm here. I'm here. Isabel, wake up.

She won't wake. Max gently shakes her. No good. He pries open one of her eyes. The pupil and iris have turned to a BOILING GREEN.

MAX: (cont'd) ISABEL!!

Her name rings inside her head as we push in on her face and FLASH TO:


We see the scene through the KIDNAPPER'S POV as he finishes binding the GIRL. The girl is NOT Melissa Poster.

MISSING GIRL: ...please......

The Kidnapper ties off the girl's arm. Rolls up her sleeve. Taps the vein. Prepares the needle.

MISSING GIRL: (cont'd) You don't have to do this.....please......



As Max kneels over his sister, she speaks with the VOICE OF THE MISSING GIRL.

ISABEL: (as girl): You don't have to do this.....please.....

Max holds Isabel tightly.

MAX: (coaxing) Come back , Isabel.....come one.....

EXT. FRAZIER WOODS--- NIGHT 46 Kidnapper injects the hybo, the girl screams and...


Isabel sits upright, gasping for air like a drowning victim pulled out of the water.

MAX: Isabel, are you all right?

ISABEL: (still gasping) Oh my God...



Lubertkin ENTERS the office with another file in his hand. He tosses it on the desk.

LUBERTKIN: Judith Foster's filing a grievance with the stare police board. She wants a formal investigation into your actions.

VALENTI: Now I wonder who put that idea into her head?

LUBERTKIN: A lot of questions here, Jim-bo. You better start thinking of some answers.

VALENTI: The phone rings, Valenti and Lubertkin both look at it. It rings again, Valenti picks it up.

VALENTI: (into phoe) Sheriff Valenti.



Max is on the phone.

MAX: It's not over.

VALENTI: (into phone) You better explain that to me.

MAX: It's not Melissa Foster. It's another girl. She's in Frazier Woods in the clrearing near the abandoned pump house. We have to go RIGHT NOW.....Sheriff?

Valenti eyes Lubertkin. Lubertkin eyes Valenti.

VALENTI: (into phone) Where are you now, Deputy?

MAX: We're at our house. We'll meet you on Clark street near the Crashdown.

VALENTI: (into phone) You stay where you are. I'll handle it.

MAX: We're going with you......Can you meet us?

VALENTI: (into phone) I'll meet you there, Deputy.

Valenti hangs up. Grabs his jacket.

LUBERTKIN: Your deputies always call you on your private line?

VALENTI: I'll see you in the morning.

Lubertkin stops him.

LUBERTKIN: Your Daddy went down just like this. He got some fool notion in his head, ignored the law and his friends and ended up handing over his badge.

VALENTI: Is that a threat?

LUBERTKIN: If that phone call was from those kids.....consider it a warning.

Valenti walks out, leaving a desgusted Lubertkin behind him and we.....




We are Family Cut Scenes

After Valenti and Lubetkin were trying to talk over each other.

Judge Lewis: We had a happy ending, but it could’ve gone another way. Four bodies – two of them honors students – could’ve ended up in that pit. Why didn’t you call for backup, Jim?

Valenti doesn’t have an answer. (Continues as aired)

Act 1:
The classroom is doused in blacklight. Mr. Seligman leads the class in a lab experiment.

Mr. Seligman: Deoxyribonucleic acid. Better known as DNA. As you’ve learned in your reading, provided you’ve done it, DNA is a carrier of genetic information in cells. It is the structure by which hereditary traits are passed from parent to child. Put simply, it determines who you are.

Mr. Seligman continues. Find Max and Liz listening on the lecture in the back of the room. Alex is a few tables away.

A door opens in the back of the room, and Michael slips in. Alex notices his entrance, but the rest of the class is busy with their lab assignment and does not.

Mr. Seligman: OK. Let’s start by taking a sample slice from the specimen in front of you.

A glowing mushroom and various petri dishes rest on a tray in front of Max and Liz. Michael sneaks up to Max, hovers next to the desk. He whispers.

Michael: We gotta find that girl, Maxwell. Isabel is sure she’s in danger.

Liz: Did she get another flash?

Michael: It was more like intuition.

Alex steals another glance at their table. He’s too far away to hear what’s going on.

Max: There’s an A.P.B. out on Laurie. What makes you think we could find her if the Sheriff’s Dept. can’t? Besides, that kidnapper is still out there.

Michael: Don’t worry. He’ll never see me. I know how to keep a low profile.

Out of nowhere, Mr. Seligman arrives at their table.

Mr. Seligman: Mr. Guerin, when we inject the DNA from our glowing mushrooms into the bacteria sample, what can we expect to happen?

Michael stands there as if he owns the place.

Mr. Seligman: Time’s up. The DNA will carry traits from one set of cells to another.

Michael: I just wanted to see what the kids were doing in the A.P. classes, Mr. Seligman.

Mr. Seligman: I’ll loan you our textbook for tomorrow’s detention. Goodbye.

Michael leaves, and class rolls on.

After Valenti tells Michael to go on home.

Michael starts off.

Michael: I wanted to write a letter or something. You know, on your behalf. I just didn’t know if it would do any good.

Valenti: It already did.

Michael goes, and a touched Valenti gets back to work.

Act 2:
After Isabel knocks on the bedroom door and told Laurie it was OK to come out.

Max: Shouldn’t she be with the police, or back in the hospital?

Isabel: She told Valenti she was kidnapped by something that wasn’t human. After seeing those crystals that Michael found, he’s thinking of believing her. (Continues as aired)

After Duff told Valenti that their arrangement is over.

Duff: (to Hanson) Arrest this man.

Hanson pulls out his cuffs but can barely approach Valenti.

Hanson: Sheriff, I’m sorry.

Valenti: She gave you an order, Deputy. Follow it.

Off Valenti, as things go from bad to worse.

Act 3:
When Alex teases Liz about her and Sean.

Liz: I can assure you; there was absolutely no twinkle. Besides, there’s too much going on with Max, and Isabel, and Michael to think about anything like that.

Alex: So, are you and Max back together?

Liz: Call it a holding pattern. (Continues as aired)

When Max and Isabel couldn’t believe Valenti was fired.

Michael: Believe it. That moron Hanson is acting Sheriff until they can appoint someone new. (Continues as aired)

Before Kyle leaves, after dropping the bag of crystals.

Kyle: (to Max) Everyone you touch suffers.

Act 4:
While Max looks through the microscope and examines the crystals.

Perched on the edge of the desk, the crystals begin to seep through the bag, as if they’re eating through the plastic. The kids don’t see this.

Max: They’re pulstating. Like they’re alive.

Isabel: Look out!

Isabel notices the crystals. They have eaten through the bag and are about to fall to the floor. She grabs for the crystals, catches them in her bare hands, and is hit with a series of flashes – blood, chromosomes, etc. We’ve seen these flashes before (TS&P), but there’s another component. Flashes of a little girl (a young Laurie) playing with a yo-yo. The montage moves faster, and we see our Laurie Dupree. Awkward. Skittish. She rides a bicycle. Poses before a mirror in a formal dress. Looks at her reflection and screams.

Isabel snaps out of the flash. Max grabs an empty drinking glass, and Isabel drops the crystals into it. She gasps for breath.

Max: What happened?

Isabel: I flashed to the same things I saw when I touched Laurie for the first time. Blood cells. Biological stuff.

Michael: How do you know they belong to her?

Isabel: She was in the flashes, too. Trust me, Michael. I saw it. Those crystals are Laurie Dupree.

Amy: I’m sorry about your boots.

Valenti: They’ll dry.

Amy: I shouldn’t have gotten us so close to that ski boat. But I was right. There were no lines.

Valenti: It was fun. Thanks.

They shift in their seats, like two kids back from a first date.

Valenti: (cont’d) I haven’t had that in a long time. Fun, I mean.

Amy: Well, I’m glad, Jim. (Continues as aired)

Valenti approaches the back porch. He’s flush from the magic of the evening. As he unlocks the door, Max steps out from the shadows.

Max: Sheriff.

Valenti: What’s wrong?

Max reaches into his jacket pocket and produces Valenti’s badge.

Max: This is yours. I stole it back.

Valenti: Max, thank you, but this isn’t the kind of thing you should be doing.

Max: I’m going to fix this. You’ll wear it again.

There’s a beat as Valenti tries to think of something to say.

Max: Goodnight.

As quickly as he appeared, Max is gone.

Valenti: Yeah. Yeah, it was.

Valenti unlocks the door and steps inside.

When Isabel said it was wrong digging through people’s stuff.

Michael: We don’t have a lot to go on, here. You flashed with Laurie’s DNA in those crystals. As long as the F.B.I. is guarding her 24/7, this basement is our only resource.

Isabel: She called us aliens. I know she’s crazy, but what if they start believing her?

Michael: Then we’re screwed. Again. (Continues as aired)

How the Other Half Lives Cut Scenes

How The Other Half Lives Uncut




Michael and Maria are up in a tree staking out the Dupree estate. Michael looks through binoculars towards the house where we see the lights are ON. Maria tries to rub out a stain in her blouse. She picks up her cell phone and dials.

MICHAEL: Would you stop making phone calls?

MARIA: Official business. (into phone) Liz? Her, its me again.--What would you use to get out tree sap? I think I ruined my top.

MICHAEL: You're wasting the battery.

Maria holds up a finger, one minute and continues:

MARIA: (into phone) No, the black turtleneck. You know the cashmere one? I borrowed it from my mom.... (beat) I know, it's tragic.

Michael rolls his eyes, looks through the binocs, and we see the LIGHTS turn OUT in the house--

MARIA: (cont'd) Yeah, I'm still in the tree with he who shall remain nameless (to Michael) HEY!

Because Michael has jus grabbed the phone and shit it off.

MICHAEL: Let's go.


Michael and Maria duck behind some foliage, watching as a GUARD stands watch.

MARIA: (under) You got some cool power to take care of him?

Michael picks up a rock, hurls it far, and it lands on the patio. The guard turns, and walks toward the direction of the patio, giving them the opportunity to scurry past.


On a grainy video screen we see Michael and Maria creep through the house.


Laurie sits on a bare mattress on the floor in the middle of the room. She's dismantled the room and rearranged it. The frame and boxspring are bare. The pillows and sheets are stacked in a corner. It's a disturbing sight. Laurie under-reacts to their arrival but seems to acknowledge them. Michael walks over, sits next to her. Michael is surprisingly calm to her.

MICHAEL: Hey, I just wonted to make sure you were ok (she's silent) Laurie....Those aliens that have been chasing you? You need to know something....they're REAL. I believe you.

Larue looks at him. This is the first time she has heard this from anyone. She can't believe it-- wants to share that she knows.

LAURIE: Sometimes....sometimes I can sense them. When they're coming. I feel them. Sometimes I can get away before they get me....

MICHAEL: What do they want from you?

LAURIE: I don't know

He gives her a beat. Feels like he has pushed her enough for now.

MICHAEL: We're going to help you Laurie.

Did Michael hear something in the distance? A door crack open? A floorboard creak?

MICHAEL: (cont) You're safe here for now. We'll be close.

LAURIE: I'm not safe here.

Michael stops, looks at her.

LAURIE: (cont) My Aunt and Uncle need me to be crazy.

Michael looks at Maria, who ponders this.

MICHAEL: What are you talking about?

But they are suddenly startled by:

BOBBY'S VOICE: Mr. Guerin!

Michael turns around to see Meredith, Bobby and the Security Guard.

BOBBY: You and you accomplice with the lips are trespassing. My sister is quite vexed.

MEREDITH: Apparently, my brother didn't make himself clear yesterday. That money we gave you was intended as a going away gift. As in take the money and GO AWAY.

BOBBY: Our video security system has any number of fabulous angles of the two of you breaking and entering. If we see your faces anywhere near this house or our niece again, we will present our evidence to the authorities and have you arrested. Is that clear?

MICHEAL: (beat) yeah.

MEREDITH: James. Escort them to their automobile and make certain they drive away this time.

As the guard steps toward them, Michael exchanges a final look with Laurie, then EXITS.


As it is ransacked me a N.D. Man wearing a ski mask and leather gloves. (we see as many things as possible to I.D. this as Michael's apartment. Snapshots of Michael with Max and Isabel, Maria, etc....) The man is clearly looking for something, and has no qualms about trashing the apartment until he finds it. We hear an elderly neighbor call in:

MRS. HENDERSON (O.S.) Would you stop that racket! I am trying to sleep!

The intruder finds the box of Laurie's possessions that Michael found at the end of episode #12. He flips though the box and takes out a photograph.


Laurie Dupree stands in front of the very distinctive Dupree estate.


The intruder studies the photograph the then puts it in his pocket then ducks behind the door as MRS. HENDERSON (70's) slight, enters, in her nightgown.

MRS. HENDERSON (cont'd): Mr. Guerin, there is a ten o'clock lights out policy in this complex and---

As soon as she gets past the threshold the intruder whirls on her, grabs her by the throat and begins to squeeze. As Mrs. Henderson struggles vainly for her life we.....






Grant's car is coming to a stop. We hear a police siren whining down and REVEAL a sheriff's cruiser behind him. Duff and Valenti get out and approach Grant's car.

DUFF: Step out of the car please.

Grant gets out.

GRANT: What's going on?

VALENTI: I brought you something you've always wanted.... (takes out a piece of paper) A warrant.

He hands it to Grant and opens the trunk, begins going through his belonging. Grant looks a Duff.

DUFF: Can I ask you a few questions Mr. Sorenson? Step out here please.

GRANT: (not happy) Sure.

She takes him over to the cruiser. Grant has one eye on Valenti as Duff fires questions.

DUFF: I'd like to determine you whereabouts during the forty-eight hour period Laurie Dupree was missing.

GRANT: why?

Grant watches as Valenti tears through his belongings.

DUFF: These are car rental receipts you signed. New Castle, Wyoming last July. Fort Collins, Colorado in August. Las Cruces, New Mexico in September. Are these your signatures?

GRANT: Yes, they're mine. What the hell is this all about?

DUFF: Just questions for now. Why were you in those cities?

GRANTL Research. I have records.

DUFF: I'd appreciate looking at them.

Valenti finds a pair of leather gloves in the glove compartment. (They are identical to the leather gloves worn by the killer at the end of the Teaser.)


VALENTI: They were in you glove compartment.

GRANT: I've never seen those gloves before. Agent Duff, I have no idea what this man told you about me, or what he has against me but he has been persecuting me practically since the say I showed up in Roswell. And no he's planting things in my car.

DUFF: How'd you get those scratches on your neck?

Grant looks at her, confused. She pulls out a compact mirror and holds it up to him. He looks at himself, notices several long scratches on his neck. He himself is baffled and he is disturbed that he doesn't know.

GRANT: (honestly) I....I have no idea.

Off Duff and Valenti's look we CUT TO:


MAX, LIZ, ISABEL, and TESS are discussing the situation.

MAX: His final words were to get off the planet.

ISABEL: Which isn't currently an option.

LIZ: Which is why we called this meeting. To figure out what exactly our options are ( i like how she says our instead of your!)

TESS: And just so I'm clear here, when Larek said the Earth was infected, what are we talking here? Couple of acres (off their looks) Couple of miles?

LIZ: I think he was speaking a little more globally.

BRODY comes out of his office and walks up to them

BRODY/LAREK: It's Larek. And although I've had a little more time to prepare this body for communication, I'm still having trouble keeping its heart beating, so I'll get right to it. The Gandarium (where the f*ck do they come up with these name?) are genetically engineered life-form designed to bridge the DNA and RNA resequencing during the thirdstage amino acid synthesis.

A baffled beet, then everyone turns to Liz.

LIZ: Hey, I'm lost too. (to brody/larek) That's....way over our heads. Could you explain it in simpler terms? (whats wrong with liz? i understand what larek said! lmao maybe thats cause my teacher is crazy and is actually teaching me that stuff!)

Brody/Larek doesn't look to happy about that. He struggles to make it simple enough for them to understand.

BRODY/LAREK: All right. Let's say you want to create an alien/human hybrid. First you get some human cells, then you get some alien cells. Normally, they don't mix very well, so you need something to help bridge the differences. That's where the Gandarium com in. IN a controlled environment---like your ship---they're harmless. But set them loose in an eco-system, the Gandarium will perform the only role they know: infect human cells.

ISABEL: But they're not infecting just ANY human cells.

TESS: They seem to be focusing on one particular girl.

BRODY/LAREK: Not every human is a candidate for hybridization. Their genetic structure has to be a....well, you would call it a flaw. It's very rare on Earth. Fewer than one in fifty million people have it.

Liz understands--- makes the next logical leap.

LIZ:That's why they're after Laurie. She must have the defect.

MAX: What happens if they succeed in infecting Laurie?

BRODY/LAREK: Once they infect her, the Gandarium will mutate into an universal virus. She'll infect anyone she comes into contact with human or otherwise. They, in turn, will infect everyone they come into contact with. Eventually she and ever infected person on this planet.....will die.

This hits all of them.

MAX: How do we destroy them?

BRODY/LAREK: Once they've infected the host, it's all over.

A grim beat, Then, Tess gets onto something.

TESS: They didn't finish. (they all look at her) The Gandarium didn't finish infecting Laurie.

ISABEL: She was buried in the ground right out there with the crystals.

LIZ: Wait, I think Tess is right. That's why they're still trying to get her-- to complete the process.

BRODY/LAREK: If that's true, then you may still have a chance. The Gandarium are hivelike-- they have workers, drones, even a QUEEN. The queen is the only one who can infect the host. Find her. Kill her. And the rest of the hive will die.

ISABEL; And the queen will be in the hive?

BRODY/LAREK: Not necessarily. (he zones out for a beat) I have to return this body back to its home, or it won't survive. Good luck. To you all.

Brody/Larek EXITS the Museum. There's a quiet beat, them Max takes charge.

MAX: The first thing we need to do is go back to Frazier woods and find out how many more of these crystals are out there. Or rather down there. Then we need to find a way to destroy them. Collect whatever digging equipment you can find, then meet in the alley behind the Crashdown in an hour.


Maria and Michael stand at a counter waiting.

MICHAEL: This is a stupid idea.

MARIA: Think about it for a second, Guerin, what could Laurie have meant when she said her aunt and uncle needed her to be crazy?

MICHAEL: Who knows?

MARIA: I least i have a hunch.

A COUNTY CLERK returns with a file.

CLERK: The deed of the record for eleven Osborne Road. Sing here please.

Maria signs in. Maria takes the folder over to a table and opens it up.

MARIA: Just start applauding.

She holds the paper up to Michael.

MARIA: (cont'd) The Dupree estate is in Laurie's name. It was left to her by her Grandfather.

MICHAEL: What does that give us?

MARIA: A little ting called....leverage.

Witht he ring of a bell we......




Michael and Maria stand outside and ring the bell.

VOICE: Hello?

MARIA: Greetings. It's the team of Guerin and Deluca again.

VOICE: Wait right where you are, the police should be by to scoop you up in approximately ten minutes.

MARIA: Are Bobby and Meredith around? If the are, would you just have them come over and take a look at this?

Maria holds a photocopy of the Deed to teh house up to the Camera.

VOICE: ONe moment.

MARIA: Charmed, I'm sure.

Michael and Maria wait for a beat.

MICHAEL: It it was me, I'd tell us to get screwed and call the cops anyway.

MARIA: That's because you don't have money. People who do, tend to get nervous when it's threatened.

And then the gates open. Maria looks at Michael.

MARIA: Maria Deluca saves teh day once again.

They head up the driveway.



Where ALEX AND KYLE are digging up the forest. Several holes have been dug already.

KYLE: I always kinda wondered what you people were doing sophomore year.

ALEX: Lotta secret meetings. Lotta lying to authorities. Sometimes narrowly escaping gunfire, but that's generally pretty rare.

KYLE: And what do we lowly human fold get out of all this?

ALEX: I'm not sure exactly.

Alex wipes his brow. Movies to another spot, begins digging again.

KYLE: I guess what I have a problem with, is the suddenly I'm a member of a club I never wanted to join. And as it turns out the club bears a striking resemblance to a chain gang.

ALEX: Success.

Alex tosses his shovel aside and raises his arms, walks in a circle around his descovery.

ALEX: (cont'd) Alex Whitman, Ladies and Gentlemen...

Kyle looks down into the hole--- paydirt. BLUE CRYSTALS line the bottom of the hole.

ALEX: (to adoring crowd) Thank you, thank you.

Kyle digs a little more, the dirt collapses revealing a large hole in the gound.

KYLE: What the hell? It's some sort of cave.

ALEX: What I'd do here is put the shovels down, head over to the group and get Max...

KYLE: RIght, and let Make take the credit for whatever we might have found.

Kyle starts to climb down.

KYLE: (contd) aren't you coming?

Alex reluctantly climbs in hearing.....

KYLE: (o.s.) Holy shit.


A tiny underground chamber, lined with CRYSTALS . Alex and Kyle look at them for a stunned beat.

KYLE: What do you suppose alien crystals are going for on Ebay/?

ALEX: Okay. Columbus, you made the discovery. Now let's go tell the others.

They turn back toward the opening. But it no longer exists. A WALL OF CRYSTALS has now sealed the entrance behind them. They're trapped. Kyle and Alex exchange a look.

KYLE: So, I guess stuff like this happens all teh time... right?

ALEX: Oh sure.

Off Alex and Kyle's fear building we:






Liz is carrying a clipboard as she walks over to where Tess has been diligently digging away.

LIZ: Anything?

TESS: Lotta rocks.

Max walks over with a shovel.

MAX: Nothing on grid 23-27

LIZ: Then you move on to......

Liz checks her clipboard. Then her cellphone rings.

LIZ: (contd) (into phone) Hello? (beat) Oh, hi Kyle. Where are you?


Kyle's on the phone, banging against the wall of the cave.


LIZ: What?

KYLE: We're underground, in the belly of the beast, surrounded by evil alien crystals/

LIZ: (calls out) MAX! (he turns) It's Kyle-- he and Alex found the crystals.

Max comes running over.

MAX: Where?

LIZ: They were diggin over at grid 35-38. This way!

Liz leads Max and Tess to......


They arrive and see the hole in the ground.

KYLE: (to the phone) Hurry please! It's kinda tight quarters in here...

LIZ: Okay, we're here.

Liz looks down into the hole just as Isabel comes running up and joins the group.

LIZ: (contd) I see the crystals?

KYLE: They blocked us in here.

ISABEL: What's going on?

MAX: Kyle and Alex are down there.

Max gets down into the hole, looks over the cystals.

LIZ: Can you make an opening?

MAX: W can try (to Liz) Tell them to get away from the entrance.

Max, Isabel and Tess join hands and concentrate on destroying the crystals. Liz stands behind them.

LIZ: (to phone) They're all trying ?..really hard?

Finally, the tree aliens sit back--- defeated.

MAX: (exhausted) Our powers don't work on this.

LIZ: (Covers the phone) Are you sure?

TESS: Your welcome to try YOUR powers. (is the talking to liz here?)

KYLE: (v.o.) What's going on?

LIZ: They're. talking a break.

KYLE: A break! You know, there's not that much air down here!

LIZ: We'll have to get back to you. Breathe shallow.

KYLE: Breathe shallow?

Liz clicks off the cellphone

LIZ: Now what?

MAX: Brody has some weird equipment in the back of the UFO Center. I think there's even a diamond saw in the storage locker.

LIZ: That might work.

ISABEL: I'll go get it.

Isabel rushes off. Max walks around the hole, considers.

MAX: Maybe we should dig another trench. See if we can find another way into the chamber.

TESS: Let's get started.

Tess grabs a shovel and tosses it to Liz.

TESS: (contd) Here you go.


Michael is sitting with Laurie, who can't believe he's here.

MICHAEL: So I realized I had to find some kind of?.leverage. I went to the courthouse?hadém look up the files on this place and-- bang. There it was. The deed. With your name on it. After that, I threatened to call the police and have Bobby and Meredith arrested for trespassing. Well-- WE threatened to call the police. Maria kinda helped.

LAURIE: That's really smart.

MICHAEL: People with money tend to get nervous when it's threatened.

She smiles as Michael scratches his brow.

LAURIE: You look just like him when you do that.


LAURIE: Grandpa. He used to scratch his eyebrow just like that?. he even wore a ring on the same finger you do.

MICHAEL: What was he like?

LAURIE: A lot like you. Hard to read. Lived in his own head. But?kind. The only one in the family I ever felt safe with?

She trails off, lost in the memories.

MICHAEL: What else?

LAURIE: Would you like to meet him?

OFF Michael's startled reaction we? CUT TO:


Meredith dusts off a bottle. Meredith has a whole new attitude toward Maria, showing off the wealth of the estate and trying to co-opt her.

MEREDITH: Everyone knows that California isn't capable of producing a decent Merlot--

MARIA: (as if she knows) Yeah, no kidding.

MEREDITH: -- But I just love this '96 Cabernet. We bought it at auction last year for twenty five a bottle.

MARIA: That's a great deal. I've seen some champagne that's like, fifty bucks.


MARIA: That's forty -two dollars a sip. (off Meredith's look) I work in the restaurant industry)

Meredith smiles, replaces the bottle on the rack. Then trying to be subtle

MEREDITH: So shall I have Carmen prepare you two for departure tomorrow?

MARIA: We may be around a bit longer than that, Meredith. I would tell Carmen not to knock herself out.

MEREDITH: (less casual) You realize that we have the power of attorney over Laurie. I love her like a daughter but the girl's certifiable. And the doctors agreed. So, we can have you and beatnik kicked out of here any time we want to.

MARIA: Then why haven't you?

Pause. Maria reaches into her bag and takes out one of those book sized corporate checkbooks. Meredith's false smile disappears.

MARIA: (contd) (showing a check stub) Maybe it's because of the million dollars you donated to the Pinecreast Psychiatric Institute to get them to say Laurie was crazy.

MEREDITH: Where did you get that?

MARIA: Laurie told me I could go anywhere in the house I wanted. So I looked in you desk.

MEREDITH: What exactly do you want?

MARIA: We want to be here with Laurie as long as we choose.

Off Meredith, stuck we CUT TO:


Duff and Valenti hang back as two deputies cover Mrs. Henderson with a sheet.

DUFF: Neighbor got suspicious when Mrs. Henderson didn't turn off her TV at ten fifteen sharp. Said she did it like it was clockwork every night.

Valenti looks over a notebook.

VALENTI: They found skin underneath her fingernails. Remind you of anything?

DUFF: The scratches on Sorenson's neck. I think it's time to bring him in.

VALENTI: You read my mind.

They head off.


Isabel wheels a diamond saw on a pallet heading for the exit door. She stops. Pushes open the exit door. She stops. Pushes open the exit door. Turns back goes back to the pallet to pull it down


Isabel wheels a diamond saw on a pallet heading for the exit door. She stops. Pushes open the exit door. Turns back goes back to the pallet to pull it toward her. As she begins backing through the open door she gets to the threshold and suddenly an arm comes in and grabs her. It's GRANT. He covers her mouth with a cloth. She struggles against him......but it's a losing battle. She weakens.....and as she goes limp, we..




It obviously hasn't been used in some time. A few cots and other furniture are gathering dust. The walls are lined with CANNED FOOD and other emergency supplies. In recent years it's become more of a storage place, including many boxes of Grandpa's stuff. The door to teh bomb shelter seems permanently rusted in a half-open position. Laurie's a different girl-- a bit more relaxed. Nearby, Michael leafs through an ancient journal.

Laurie pulls on a wool cardigan sweater. She presses the sleeves to her face.

LAURIE: You can still smell him.

Laurie shoves her arm under Michael's nose. Michael recoils. It's an odd concept. Finally, he takes a whiff.

LARIE: Indian River pipe tobacco.

Laurie crosses back to the clothes. Michael stares at the papers spread out in front of him.

MICHAEL: 'Thought I had it rough. He was working full-time in the copper mines by the time her was 15. Guess it's worth it if three years later, you discover the largest silver deposit in Arizona.

Michael pulls a stack of clipping out of the journal. They're articles on UFO abductions, sketches of flying saucers and alien creatures, etc.

MICHAEL: (contd) And then he got interested in....aliens....

LAURIE: Grandpa said they took him He wouldn't talk about it. He'd just come down here to the bomb shelter and read for hours. It was his sanctuary.

Michael skims the pages. Everything from tabloid to reports to newspaper columns.

LAURIE: The older he got, the more he wanted to find out what really happened to him. So, he finally started talking. Aunt Meredith and Uncle Bobby used it to put him away.

Michael continues to flip through the journal. He sees that the entries are getting wilder in print, more erratic. There are more sketches. They take on a nightmarish tone.

MICHAEL: It drove him crazy.

LAURIE: That's what I got from grandpa. That, and some bad blood....

MICHAEL: Bad blood?

LAURIE: A bad chromosome actually. It's what they call a recessive genetic defect. (ugh they are talking to us like we're 4.....i like know what all this stuff means do u guys? lol i guess im just smart)

MICHAEL: (quiet) That's why they want you.


MICHAEL: Nothing.

Laurie sees an ancient silk wedding dress.

LAURIE: This was grandma's. I never met her.

MICHAEL: What was her name?

LAURIE: Ada Jane. She's dead, too. Grandpa was the last one who was nice to me.

An awkward beat. Michael scratches his brow, catches himself. Laurie smiles at him.

LAURIE: We can't fight what we really are, Michael. You're Grandpa's legacy and I'm crazy.

MICHAEL: You're not crazy. What happened to you was real. (beat) You have a right to your won life. Bobby and Meredith have tried to take that away from you, but it's yours. Just like this house is yours. (beat) Look. I'm not what you call an optimist. Life sucks. People suck. That's reality. But you're special. You're a good person and you deserve better than to be locked away in some institution just because it's more convenient for you aunt and uncle. This is YOUR house, Laurie. And i think it's time you started to enjoy it.

Laurie looks at Michael....and starts to believe him.....


It's pitch black. Over the darkness we HEAR---

GRANT: Things I know. Two times two is four. Gato is Spanish for cat. My middle name is Ellis.

Isabel's eyes open. She's still a little groggy, but the sight of Grant snaps her to attention. He's sweating from every pore. His eyes are wild, barely on the road. His voice is maniacal.

GRANT: (contd) A mineral with a high Mohs number will scratch a mineral with a low number. The scale is not linear.

He spots Isabel looking at him and bores into her.

ISABEL: Grant--

GRANT: I'm not doing so good, Isabel. That agent....from the FBI...

ISABEL: Agent Duff.

GRANT: (snapping) I know her name, OK? I know things. She said I went to Wyoming. She asked if I stole a gun there. I don't remember. When i try to remember, it gets worse. You're the only one I trust, Isabel. You have to help me.

ISABEL: I will. Just stop the car. We'll get you some fresh air. We'll talk.

Grant pulls up his t-shirt sleeve and reveals a poorly healed, home sutured bullet wound.

GRANT: When did I get shot?

Isabel flashes to Episode 10, to the gunfight at Laurie's burial site. Shots from the kidnapper's gun rain down on Isabel, Max, and Valenti. Valenti fires back. The mysterious shooter takes a bullet.

ISABEL: It was you...(hmmmmm sound familiar? They are just reusing those great M/L lines cause they have nothing else to use ughhhhhh on them)

GRANT: And when did I get these scratches on my neck? I don't know. Here's another one: why am I going to Tucson? Don't know!

ISABEL: Grant, pull over.

GRANT: I think I killed someone back in Roswell. Please, I don't want to do it again. Help me, Isabel. PLEASE. Things I know. My birthday is December seventh. Sedimentary rocks cover 75 percent of the world's land surface....

Isabel can only watch, horrified, as the truck plunges deeper into the night.





Grant is still at the wheel. He's not as agitated as before, but that's because he's fighting to keep it together. Isabel's tone is soothing-- like that of a suicide counselor talking someone down off the ledge.

ISABEL: When did this all start?

GRANT: Hard to say. I have....gaps in time. I was.....when I started digging out near.....Pohlman ranch...last summer...found these weird crystals.

ISABEL: (suddenly realizes) Oh my God....Larek said there was a Queen...

GRANT: What?

ISABEL: It's okay. Grant, listen to me--- something has...has taken over your body.

GRANT: What kind of thing?

ISABEL: It's hard to must've happened when you were diggin....see, the Gandarium were in the water table--

GRANT: (on the edge of hysteria) I don't know what that means either! I'm starting to lose it here!

ISABEL: Grant, it's ok.

GRANT: Why is this happening? I'm a good person.

ISABEL: I know.

GRANT: do you?

She nods. Grant grips the wheel tighter, begins to shake uncontrollable.

GRANT: (contd) there's a cell phone in my shirt pocket.

ISABEL: Grant--

In his face we see rage. Seething, furious.

GRANT: I'm supposed to kill you. But I don't want to! Grab the phone Isabel! Now! While you still can.

Isabel grabs the phone and then Grant slams on the breaks. He throws open the door and shoves Isabel outside.

ISABEL: Grant!


Isabel hits the ground hard. Sits up. Locks eyes with Grant, but he stares right through her. The tires SQUEL, and the truck races down the road. As Isabel watches his fading tail lights.....



The phone is RINGING. Valenti picks up




Isabel on the cell phone at the side of the road. The connection is filled with STATIC.

ISABEL: Sheriff, thank God. It's Isabel. Listen-- Grant's defiantly the kidnapper. But it's not his fault he's been possessed by the queen some how.

VALENTI: Possessed by the what?

ISABEL: The crystals---aliens---the important thing is, he's after Laurie and he'll be in Tucson in less than an hour. You've got to stop him.

VALENTI: All right, where are you?

ISABEL: He dumped me at the side of the road about forty miles outside of the city. Don't worry about me-- I'll get a ride home.

VALENTI: What do you mean, you'll get a ride? You can't just get in the car with anyone who--

ISABEL: Sheriff, I am the last person on Earth who has to worry about being in the car with a stranger. Forget about me, just get the Laurie before Grant does. Okay? (we begin to hear static) You should call Michael he's at the Dupree estate. Max has the number. (increase static) Sheriff? Sheriff?

She closes the phone, takes a deep breath....and sticks out her thumb.


Alex and Kyle lie on their backs, singing away---to say they're getting punchy would be an understatement. Kyle picks up a piece of crystal and drops it into an empty Snapple bottle.

ALEX: (singing) "A long, long time ago, I can still remember how that music used to make me smile."

KYLE: "and I knew if I had my chance, that I could make those people dance, and maybe they'd be happy for a while.

Kyle pulls out a lighter. Flicks it a few times.

ALEX: "But February made me shiver."

KYLE: "With ever paper I'd deliver."

ALEX/KYLE: "Bad news on the doorstep....I couldn't take one more step."

It make be an out of tune, pathetic rendition, but it's keeping their minds off a really shitty situation.

ALEX/KYLE: (contd) "I can't remember if i cried when I read about his widowed bride."

Kyle touches the flame to the bottom of the glass bottle. Inside, the crystals begin to tremble.

KYLE/ALEX: "But something touched me deep inside the day the music died."

KYLE: Die sucker.

ALEX/KYLE: "So bye, bye Miss American Pie. Drove my Chevy to the levee, but the levee was dry."

ALEX: Sing it!

KYLE: "Them good ol'boys were drinking whiskey and rye, singing this'll be the day that I---"

Without warning, the crystals expand to twice its size. It shoots up towards the open mouth of the bottle.


Kyle grabs the bottle cap and screws it into place. The boys watch in amazement as the crystals ricochets like a mad popcorn kernel against the sides of the bottle. They close their eyes and prepare for the worst, but the crystal drops to the bottom of the bottle and disappears with a sizzle.



Max, Tess, and Liz have dug a trench around the crystal chamber. Max is working his cell phone, listening to a ring.

MAX: I still can't get a hold of Isabel.

Liz's cell phone RINGS. She answers, but before she can even say anything--

KYLE; (o.s.) Heat kills them!

One Liz as this information sinks in we CUT TO:

INT. VALENTI HOUSE-- NIGHT BB26 (i know this is a repeat scene but they put it in the script 2x so i donno im just typing it up)

The phone is RINGING. Valenti picks up




Isabel on the cell phone at the side of the road. The connection is filled with STATIC.

ISABEL: Sheriff, thank God. It's Isabel. Listen-- Grant's defiantly the kidnapper. But it's not his fault he's been possessed by the queen some how.

VALENTI: Possessed by the what?

ISABEL: The crystals---aliens---the important thing is, he's after Laurie and he'll be in Tucson in less than an hour. You've got to stop him.

VALENTI: All right, where are you?

ISABEL: He dumped me at the side of the road about forty miles outside of the city. Don't worry about me-- I'll get a ride home.

VALENTI: What do you mean, you'll get a ride? You can't just get in the car with anyone who--

ISABEL: Sheriff, I am the last person on Earth who has to worry about being in the car with a stranger. Forget about me, just get the Laurie before Grant does. Okay? (we begin to hear static) You should call Michael he's at the Dupree estate. Max has the number. (increase static) Sheriff? Sheriff?

She closes the phone, takes a deep breath....and sticks out her thumb.


Li on the phone with Kyle, while Max and Tess look on.

LIZ: Ok, let me get this straight. You said you used a bottle?

KYLE: Yeah

LIZ: Was the cap on or off?

KYLE: I put the top on when it tried to escape.

LIZ: But you were heating it the whole time. And the crystal died when you put the cap on?

KYLE: Right.

LIZ: That's it. You burned up all the oxygen in the bottle. They suffocated.

TESS: So all we have to do is find a way to get the oxygen out of there.

MAX: And then...they die too...

Things have just gone from bad to worse.


Tucked into chaise lounges, Michael and Maria speak in hushed tones. Laurie sits in the pool--- she seems totally at ease for the first time, enjoying herself in the lap of luxury.

MARIA: (re: Laurie) I can't believe she's actually smiling. What did you say to her?

MICHAEL: I just listened to her (beat) So, what do you think I should call her? Granddaughter? DNA clone?

MARIA: I would go with sister. The granddaughter thing creeps me out.

MICHAEL: I have a sister. That's so weird.

But it's weird in a good way. And we see that on Michael's face.

MARIA: Oh, by the way, Meredith and Bobby are evil. EE-vil. They paid off pinecreast to keep Laurie out of their hair. I can't believe they would ruin her life so they would live like rich bastards.

MICHAEL: Shallow, shallow people.

Carrying a cordless phone on a tray, Carmen appears on the scene. She stops in front of Michael.

MICHAEL: Oh, hey, Carmen. I think this is kind of a...Braveheart night. And tell the kitchen we'll be ready to dine at seven?

CARMEN:Yes, sir. The phone is for you, sir.

MICHAEL: Thanks. (into phone) Hello?

MAX: (o.s.) Michael? It's Max.



Max on his cell phone, covered with grime.

MAX: (into phone) The crystals can't live without oxygen.


MAX: It's how we can stop them.

MICHAEL: Thanks for the newsflash, Maxwell, but there are no crystals here.

MAX: So, Lauries saef.

Laurie tosses a beach ball at Michael. He taps it make into the water.

MICHAEL: She's under my constant watch. I'm not even sleeping. How're things with you?

Max watches Tess and Liz pace anxiously.

MAX: Tired. It's been a long couple of days.

MICHAEL: Tell me about it.

Carmen brings the DVD player.

MICHAEL: (contd) (covers up the phone) thanks (to phone) Okay, Max I'm gonna do another patrol of the perimeter.

Michael clicks off and calls off screen.

MICHAEL: (contd) Can we get some more iced tea out here?

He and Maria settle back into their chairs.


Valenti bursts through the door. Duff is at his desk.

VALENTI: We need a plane.

DUFF: Pardon me?

VALENTI: Sorenson's on his way to Tucson and we've got to get there first.

DUFF: How do you know that?

VALENTI: We're working together or we're not. You have to trust me. We need to get to Tucson NOW.

Duff considers, then reaches for her cell phone.

DUFF: I'll let Arizona field office know we'll need back-up.

VALENTI: NO. Agent Duff, you need to know something. Before this is all over, you might see some things that you won't be able to explain. As a matter of fact, you won't want to.

DUFF: You sound like Laurie Dupree.

DuFF: You told me you appreciate honesty, so here it is. If you tell the Bureau what we're about to do, you'll kill you career.

DUFF: What are you talking about?

VALENTI: Trust me. Follow my lead. And be very selective about what you put in your final report.

DUFF: Okay, but I can't request a jet and not tell them why.

Valenti gives her an "oh, come one" look. Duff considers, then dials the phone.

DUFF: (contd) (into phone) Buzz, it's Suzanne. I need a favor.

And they're back on the trail.


Michael, Maria, and Laurie sit at a huge table set with all the best service. On each of their plates is a squab in a port wine reduction sauce.

MARIA: This food is delightful. Michael, isn't the food delightful?

MICHAEL: Delightful.

LAURIE: This is the first time I've felt at home at this dinner table since my grandfather died.

Michael and Laurie exchange a look.

MICHAEL: This chicken is tasty but it's kinda puny.

MEREDITH: That is not chicken. It's squab stuffed with foie gras and black truffles with a pinot noir glaze.

Meredith and Bobby enter for a formal event.

BOBBY: Oh my God, they're using the good crystal.

MEREDITH: We have a charity event at the Governor's Residence. It's the staff's night off. But Carmen will be here and I've asked her to prepare a full seven course extravaganza in the hopes that it will keep you from snooping around into anymore of our personal effects.

MARIA: thank you, Mer.

BOBBY: Please keep in mind that your soda pop is being served in nineteenth century Bavarian Crystal that was part of King Ludwig II's personal collection.

MICHAEL: I'll do that. Bobby.

Meredith and Bobby head for the door.

MEREDITH: (under her breath) Please, God, let at least one of them choke on the pigeon bone.

Bobby and Meredith leave.

MARIA: Now that she mentions it I could use another root beer.

She raises a small bell in front of her.

MARIA: (contd) Carmen? I think the pinot noir glaze is getting me a little dry, could you haul out the root beer? (beat) Carmen?

There's still no response from the kitchen.

MARIA: (contd) Michael would you go be a dear and see about the beverage situation?

MICHAEL: (holding up the squab in both hands and eating) I'm eating.


MICHAEL: Alright.

Michael rises, still eating the squab, and heads into...


Michael enters...

MICHAEL: Carmen, where are you?

Michael stops short, seeing Carmen on the floor, dead. She has been stabbed. Off his changing expression we....






Laurie and Maria are still enjoying their dinner when Michael comes running in.

MARIA: Hey, I thought you were getting the---

MICHAEL: (low,urgent) Get up.

MARIA: Michael, what's going on.

Maria and Laurie rise....

MICHAEL: (to Maria) Take her somewhere safe. Now.

LAURIE: (panicky) Oh my God. They're here...

MICHAEL: Laurie. I'm going to take care of it okay?

She tries to keep from screaming and running but it's a struggle.

MICHAEL: (to Maria) Take her NOW!

MARIA: What're you gonna do?

MICHAEL: Just go.

MARIA: Michael--

MICHAEL: MARIA! (woa that was confusing)

Maria hesitates, finally relents, grabs Laurie by the hand and then start running toward the rear of the house, Michael takes a deep breath and then heads back into the landscaping.


Duff is driving, Valenti is working a portable GPS tracking device. There's a FLASHING LIGHT on top of the dash.

VALENTI: That was quite a plane. You fly like that all the time?

DUFF: Your tax dollars a work.

VALENTI: We're almost there. Left at the next light.

DUFF: I assume you have a gun.

VALENTI: And three magazines? (wtf?)


Michael carefully searches the house looking for the intruder. Suddenly, a shot is fired and Michael goes down. He falls to the floor, out of frame. We never see where the shot is fired of how bad it is. Grant enters frame with a gun and heads toward the back of the house, in the direction Maria and Laurie just went.


Maria and Laurie come down the stairs and cross the basement to the HEAVY RUSTED HALF OPEN DOOR leading to the.....


Maria and Laurie rush inside, and Maria tries to close the door behind them. It doesn't close. She tries again. It won't close.


Laurie joins Maria and with all their strength they begin to move it, slightly.


Grant begins his way down the stairs toward the bomb shelter.


Valenti and Duff rush in form the kitchen, guns drawn. They come across Michael on the floor. He is just coming to. Blood soaks though his shirt under the shoulder where he was shoot.


MICHAEL: They're back there! go! now!

Valenti and Duff head back to teh house.


Maria and Laurie push with all their strength, inches from closing the door and being able to bold it. But Grant, pushes it from the other side. And finally, Grant wins, pushing the door open, and pushing Laurie and Maria down to the floor. Grant enters.

In the flood of LIGHT from the hall, they can clearly see who it is-- GRANT.

MARIA: NO way. (notices gun in his hand) HI, Grant it's me.....Maria Deluca....Isabel's friend? Her good, good friend? I used to...give you.....extra fries....?

Grant moves toward them Laurie lets out a blood-curdling SCREAM of terror.


Valenti and Duff are in the doorway, guns out-- but Grant has already grabbed Laurie and she's in the line of fire. Everyone hold their fire as Maria scampers out of the way.

VALENTI: You don't want to do this.

DUFF: Put the gun down and step away from the girl.

LAURIE: Don't let him put me back in the ground!

DUFF: No one's going anywhere (to grant) NOW PUT THE GUN DOWN!

Grant is struggling here-- he seems to have trouble focusing. He's going in and out.

GRANT: (struggling) I want to......but.....I can' have to stop me.

VALENTI: Grant...listen to me.......we'll help you.....I promise but you have to---

Grant suddenly lets out a cry of pain-- as if his head were exploding as he struggles with what to do. He finally lets Laurie go.

VALENTI: Good good! Now drop the gun down and everything will be all right.

GRANT: NO... you have to...kill me

VALENTI: No one's going to do any such thing. Now just put the gun--

GRANT: This has to stop....this thing inside me...I can feel won't give up. It's making things.....kill has to stop.

Valenti lowers his gun.

VALENTI: I'm going to help you, Gant. I promise. You can trust me. I'm going to walk right over there and--


Grant raises his gun---and Duff SHOOTS him dead.

A stunned moment. Then Duff cautiously walks over to Grants body--her weapon never wavering in case he moves again. She kicks the gun out of his hand...kneels down to check for a pulse.

Valenti goes to Maria and Laurie.

VALENTI: You all right?

Laurie manages a nod.

MARIA: Did you see MIchael?


DUFF: Oh my GOD!


have burst through his chest and are forming a JELLYFISH shape right above him.


back away form the gruesome sight. Valenti pulls his own gun. Everyone's freaked out, no one knows what to do....


are growing larger and more threatening


They turn to see....


is standing in the doorway. One hand holding his wounded shoulder. He's pale, sweating and barely on his feet, but he's here.


Everyone rushes out of the bomb shelter.


Michael slams the heavy door closed once they're all gone.

LAURIE: That won't hold them long.....nothing will.....

Michael points to a large VENTILATION CONDIT running from the wall of the bomb shelter and in a filtration system.

MICHAEL: (to valenti) Pull that thing off the wall.....

Valenti does as he's told-- yanks the conduit away, revealing a LARGE FAN inset into the wall.

Maria looks in through the window portal.


They crystal Jellyfish is moving toward the door.

MARIA: Whatever you're gonna it fast......I think it's pissed.


steps in front of the fan.

MICHAEL: (to valenti) get back.

He raises his hand and the fan begins to turn. Air begins blowing directly at Michael with Hurricane force.

Maria looks back in the portal.


The crystals begin THRASHING about-- just like the way the crystals reacted in the glass Snapple bottle seen earlier, but in a much bigger and more violent way.

as the air bleeds out of the room, the emergency suppies on the shelves begin to explode.

the crystals thrash and fly around the shealter in desperation......but theres no way out.

Finally they slam directly into the portal window then sizzle and die as they drip down onto the floor.

stops the fan.

VALENTI: What did you do?

MICHAEL: (pained) Max said.....they need oxygen to live so I..sucked out all the air (beat) Simple.

LAURIE:''s over?

VALENTI: I guess it depends on what happens to the rest of those crystals.

INT. CAVERN-- NIGHT A40 (i hate this scene its TOTALLY foreshadowin u know who's death waaaaa)

Kyle and Alex are watching their last flashlight beginning to flicker and dim.

ALEX: So this is the way it ends.....

KYLE: Somehow I never pictured it like this....

A long beat, then Alex gins and looks like at Kyle.

ALEX: It was a helluva ride wasn't it?

KYLE: I guess.

ALEX: Think about it--- we not only MET aliens, We got killed by them (confuuuuused here!). How many people can say that?

KYLE: Your becoming delirious, is that it?

ALEX: Step back from your life for a moment, Kyle. Look at the amazing thing you've been a part of--- the amazing knowledge that you have and most of the six billion other people on this planet don't. Would you really want to get out of this cavern if it meant going back to being just another dumb jock?

Maybe it's the lack of oxygen, maybe it's the fatigue, or maybe it's just a good argument, but whatever the reason, Alex is beginning to make sense to Kyle.

KYLE: (surprised himself) You know what? I wouldn't.

Alex smiles. A beat, then suddenly a GLOP of blue crystal falls on his arm.


KYLE: They're attacking!

Another glop falls on Kyle. Then another.....

ALEX: No...they're dying.

KYLE: Dying? (victorious) DYING!

More and more glop is raining down on them.


Alex and Kyle EMERGE from the tunnel, covered in blue glop, but ver much alive and grinning from ear to ear.

Max, Liz, and Tess are surprised, but ecstatic to see them.


KYLEE: I have returned.

As their friends joyously embrace them......

LIZ: What happened?

KYLE: I'll tell you what happened. Alex and I figured out how to kill the queen. Max told michael. Michael killed the queen. So all the crystals died. Which means, we saved the world.

ALEX: I think our work is done.

They look at each other and walk off.




Duff and Valenti sitting at the bar, drinking scotch and trying to put things in perspective.

DUFF: So it looks like I have two options: tell the truth about everything I've seen. Write a false report ...and commit a felony.

VALENTI: Not very attractive options.


VALENTI: I always took a very... legal approach to my job... if I couldn't put it in a report or swear to it in a court of law..... in my mind, it never happened.

DUFF: Just......walk away huh?

VALENTI: That's be my advice--- especially if you're still planning on making Assistant Director before you're thirty-five.

DUFF: (snaps) This isn't about my career. This is about the truth.

VALENTI: And the truth is, you got your man. The Dupree case is over. Now you can either take the satisfaction in that and in knowing you saved that girl's life...... or you can spend the rest of your life trying to convince the world that you're not crazy. Take it from someone who knows--- sometime's it better to just take your victory.....and go home.

She takes along beat... then hold out her glass and Valenti pour her another.

BOBBY'S VOICE: Who the hell are you?

They turn to see that Bobby and Meredith have just ENTERED.

DUFF: (flashes badge) Suzanne Duff, FBI.

VALENTI: Jim Valenti, ex-Roswell sheriff.

MEREDITH: And just what are you doing here?

Valenti looks to Duff-- what will she say?

DUFF: A kidnapper tried to abduct you niece. We had to shoot him (beat) And now we're drinking you scotch.

VALENTI: Which is excellent, by the way.

BOBB: (a bit nonplussed) Thank you. Single malt.

DUFF: Have a seat. We'll get to you two......later

Bobby and Meredith exchange a look..... then sit down.

Isabel suddenly rushes into the room, out of breath and looking somewhat wore for the wear.

ISABEL: Sheriff! Is it all right? Where you in time? Where's Laurie?

VALENTI: She's fine. Everything's fine. How'd you?

ISABEL: (grins) Told You that I'd get a ride. So where's Grant?

Valenti and Duff exchange a look. Isabel suddenly realizes that not everyone if fine after all.....


A few minutes later. Isabel walks in through the door and looks down at Grant's body. She looks away.....and then looks back again. Goes to him. Sits down next to him.

ISABEL: I'm sorry *beat) I guess it's a little late for that. A little late for a lot of things. Like telling you the truth ......about me...... about us..why it never worked out. (beat) I wish it had. I wish.....i wish alot of things, Grant. Most of all, I wish you never got involved in any of this.....and I wish you could hear me right now. (beat) I'll just sit here with you, okay? I'll just sit here a while. So you're not along.....

Off the image of Isabel sitting there by the body of the man she could've loved....


Maria is checking the BANDAGE that now covers Michael's wound. Laurie has a FIRST AID kit open and is handing Maria strips of medical TAPE.

MARIA: (to michael) Does it hurt?

MICHAEL:P Just a lot.

MARIA: (to laurie) Got anything beyond asprin?

LAURIE: Percadin, codine, vicadin--- Aunt Meredith's got it all. Be right back.

She EXITS. Maria takes a beat, tilts Michael' head up to her.

MARIA: brave (kiss) handsome (kiss) Hero.

Michael winces.

MICHAEL: Wounded hero. Got to get back to Roswell, let Maxwell get to work on my shoulder.

MARIAL Read when you are, Spaceboy.

MICHAEL: Maria..... let me ask you something. What.....what do you think about......Laurie.....moving in with me? I we said, shes sort of my sister.

Maria takes a deep breath, sits down next to him.

MARIA: she is.

MICHAEL: yeah....

Maria hears the hesitation in his voice....knows where this is leading...but lets him work through it on his own.

MICHAEL: But..after all she's been through.....she probably needs some peace and

MARIA: Probably.

MICHAEL: And a chance to get away from all this alien stuff.....and if she was liging with me.....I guess I'm kind've of a.....magnet for inter-galactic trouble.

MARIA: Yeah.

MICHAEL: I know....just thought--- well. SO what happens to her? Can't leave her here with these freaks.

MARIA: Now THAT'S something we can handle.



Bobby, Meredith, and Laurie singing legal papers while Michael, Maria, and an ATTOURNEY look on.

MARIA: (v.o.) All it'll take is a good attorney and some fancy paperwork.... and I think we can keep Laurie firmly in control of her own money.


Michael saying good-bye to Laurie outside the Dupree estate. Maria waits a distance away. We never hear or know what he says to Laurie, but she gives him a long hug at the end.

MARIA: (v.o.) What's important for Laurie is that she knows you consider her family....and that she knows you love her.....



Michael is hammering a nail on the wall. He picks up a picture and hangs it on the nail.

MARIA: (v.o.) ...and what's important for you is that you never forget her....and that you know you're not alone in this world.

Michael steps back from the wall and we see he's hung a picture of Laurie. Maria is there, she embraces him....we fade out on the image of them, arms around each other.


Viva Las Vegas Cut Scenes

Viva Las Vegas Uncut



The high school is deserted. MICHAEL and MAX are running through the hallways. They turn a corner, throw themselves against the wall. Michael's shirt is soaked in sweat and he's panting. He carries a brown paper bag. Max is perfectly dry and perfectly coiffed--- not out of breath at all. Max peeks around the corner.

MAX: I think we lost them.....

MICHAEL: You sure?

MAX: Not really.

MICHAEL: Where's Isabel?

MAX: She's gone.


MAX: She's gone, Michael. Now pull it together man or we're gonna be next.

Max peeks around the corner again as Michael struggles to slow his breathing--- he's more scared here than we've ever seen him before. Next to the perfectly calm Max he's almost panicky.

MICHAEL: Okay....okay......(beat) What do they--- what do they want from us?

MAX: (ignoring him) Need a plan....can't fly by the seat of our pants anymore....

MICHAEL: They must want something...maybe we can talk to them...

MAX: Time to step it up. Face the demon. No more hiding.

MICHAEL: What're you talking about?

Suddenly there's the SOUND of an EXPLOSION down one of the Hallways.


turns at the sound. He turns back--- Max is gone.

MICHAEL: Max....?

Michael steps out into the Hallway to look for him.

MICHAEL: Maxwell!

Suddenly there's the sound of FOOTSTEPS and heavy breathing. Michael turns around and...


coming out of the darkness- we can't make out their faces, but there's a lot of them and they're coming toward him. Michael stares at them--- his breath coming fast and furious, but he remains rooted to the spot.

MICHAEL: No....please...

He raises a hand to ward them off--- its covered in BLOOD. He looks down at his shirt--- there's a large gunshot wound in his shoulder and blood is dripping down his chest. He SCREAMS---



Michael SCREAMS and bolts upright in bed. His t-shirt is soaked in sweat, but there's no wound, no blood. He tries to pull it together.....tries to let go of the nightmare.....he gets up.....stumbles toward the kitchen.


Michael opens the fridge, pokes around, looking for something to drink, eat -- anything. Reaches out to grab a bottle of something--- his hand trembles.

That pisses him of--- the THROWS the bottle against the wall in rage, then slides down to the floor gritting his teeth and struggling mightily for composure. One hand goes to his shoulder, rubs a wound no longer there.....

FLASH TO: EPISODE 14--- To the Dupree Estate. To Michael being shot in his shoulder.

BACK TO PRESENT: Michael pulls his hand away from his shoulder in anger. He looks up at the ceiling.

He gets to his feet, goes to the cabinet, opens a door--- pulls out a brown paper bag, looks inside--- it's filled with the MONEY the Duprees gave him.


MAX is sound asleep when suddenly Michael BURSTS through the window, carrying a duffel bad and looking like hell. Max sits bolt upright.

MAX: What's going on?

MICHAEL: We're leaving. You and me. Getting outta town for a couple days. That's what we're gonna do.

MAX: What? Why? What's wrong?

MICHAEL: Need a road trip. Clear the cobwebs out. (didnt he JUST take a road trip?)

MAX: What the HELL are you talking about?

MICHAEL: (too loud) I'm talking about getting out of this two-bit town for a couple of days and haing some fun, okay? Something wrong with having a little fun?

Max stares at him for a beat. He's never seen Michael quite like this.

MAX: No....nothing wrong with that. But could you at least tell me.....what's really going on here?

MICHAEL: Nightmares, Maxwell. End of story. Can't shake'em. Every night for two weeks. My brain needs a vacation of I swear to God I'm gonna lose it on something or someone and all I know for sure is that it's not going to be pretty.

Michael sits, a ball of nervous energy.

MAX: ok.....we'll take a vacation.

MICHAEL: town.

MAX: Today but we need a plan.

MICHAEL: Screw that. Let's just go.

MAX: Michael, you have to trust me here. We need a cover story so no one is looking for us. So first we go to school---

MICHAEL: Won't make it though a whole friggin' school day.

MAX: All right. We'll ditch half way through...

Michael looks at him--- manages to laugh out loud.

MICHAEL: Max Evans decides to ditch school and run away. Gotta love that.

MAX: (dry) I'm glad you're pleased. Just give me a little time to cover our tracks and we're outta here, okay?

Michael let out a long, long breath. Steadies himself.


MAX: So. Where're we going anyway?

MICHAEL:You're gonna love it.

MAX: Where?

MICHAEL: A place without rules. Without responsibilities. A place to forget your troubles. A city of dreams.

MAX: Which would be.....?

MICHAEL: Vegas, baby. We're going to Vegas.





Max and Michael moving through the hallways. Michael has his duffel and Max has a backpack.

MAX: You don't have to blow the whole fifty g's on one trip, Michael. We could take ten thousand and still have a great time.

MICHAEL: I don't want the money. Not one thin dime.

MAX: Just think about it for a minute. You could use that cash to build you future on. (IE COLLEGE! COME ONE MAN!)

MICHAEL: That money was a bribe. It's tainted. You don't build a future on that. Besides-- I think the money's haunting me. I gotta get rid of it.

MAX: Michael, be reasonable--

MICHAEL(stops): I'm not giong to be reasonable! This isn't a reasonable day in my life!

MAX: okay, okay...

Michael puts the bag into his locker.

MAX: That's alot of money to keep in your locker.

Michael puts a hand over the lock and uses his powers for a beat.

MICHAEL: I defy the National Guard to open that locker,

They start walking away.

MICHAEL: Now, go make you plan for our escape, and then let's go.

ISABEL rounds the corner-- her hair is noticeably shorter.

ISABEL: Go where?

MICHAEL: nowhere. (to max) Meet you in the lounge, after fifth period. Have a plan.

Michael heads off.

MAX: (re: hair) When did that happen?

ISABEL: Ten minutes ago. It was time for a change. Where're going after fifth period.

MAX: We're Vegas.


MAX: Michael and I. It's really for him. He needs a break.

ISABEL: And I don't? Do i really have to give you the list of things I'vE had to deal with lately?

MAX: No...

ISABEL: Then I'm sure I don't have to stand here and convince you that if anyone needs a break, it;s your loving sister who asks for so little and yet gives so much.

MAX: No....

ISABEL:And I'm sure that whatever plan you come up with will work just as well for three as it will for two...right?

MAX: It will now.

ISABEL: See you in the lounge.

She heads off.



It's first period Spanish. SENORA VILLA leads the CLASS (in b.g.) in recitation. Michael sits in the back row and reads a dog-eared copy of "Be a winner with the casino gambler" A terminally board KYLE sits next to him.

VILLA: Donde esta Felipe? (translation:where is filipe?)

CLASS/KYLE/MICHAEL: Felipe esta en la cocina.(translation- he is in the kitchen) (oh my lord i'm a freshman and I know more spanish than that....tisk tisk)

Kyle throws a paper wad at Michael.

KYLE: What are you reading?

MICHAEL: (holding up the book) Vegas, baby.

KYLE: You're going?

MICHAEL: Si. (yes)

Kyle grabs the book and leafs through it.

VILLA: Y que hace Felipe en la cocina? (translation- and what is felipe doing in the kitchen?)

CLASS/KYLE/MICHAEL: Felipe come huevos (translation- Felipe eats huevos)

KYLE: When?

MICHAEL: Fifth period. Max is working on a plan.

KYLE: Any room for one more?

MICHAEL: Sorry. Aliens only. You understand.

Kyle reaches into his wallet and hands some money to Michael.

KYLE: Put a quarter on red for me.

Senora Villa approaches Kyle.

VILLA: Pepe, que pasa? (translation- kyle, whats going on?)

Kyle tries to hide the gambling book. Villa grabs it.

VILLA: A-ha! Detencion! (back to the class) Los huevos son buenos (ah detention!. the huevos are good)

CLASS: Los comemos con salsa (we eat it with salsa)

KYLE: Tripple it or die.




Tess moves down the hall. Digging through his wallet, Kyle rushes up to her.

KYLE: Even though you held out on me, I'll cover with my dad in exchange for a dime on black.

TESS: Did someone step on your head in gym?

KYLE: Drop the act. I'm talking about you Martians-only field trip to Las Vegas.

TESS: I'm not going to Las. Vegas.

KYLE: OOPS! Maybe it's a surprise. Max and Michael are organizing this whole thing.

TESS: Really? Where'd you hear that?

They move off, revealign MARIA, standing at a nearby locker.


Michael heading for a table, MARIA following him.

MICHAEL: You can't come.


MICHAEL: Thing's are gonna happen that the faint of hear shouldn't see.

MARIA: Oh please (then) How are you paying for this anyway?

MICHAEL: The Dupree money.

MARIA: That's fifty thousand dollars!

MICHAEL: Ya and I'm spending every cent.

MARIA: Really. Where are you staying, Spaceboy?

MICHAEL: I got a double at the clean n cheep.

MARIA; What about food?

MICHAEL: There are some buffets I'm gonna check out.

MARIA: You're up to thirty seven dollars. What else?

Michael is stumped.

MARIA: No one can spend money like I can spend Money. You need me on this trip.

MICHAEL: ALl right, tag along. But your coming in a professional capacity only. This isn't some kissy-kissy romantic retreat. I've got stuff to do.

MARIA: (kissing him) Thank you thank you thank you!

Maria starts off.

MICHAEL: (calling after her) and don't be telling everybody! We need to keep this low profile!



LIZ is setting up science Lab equipment before class. Maria is following her from table to table.

MARIA: I've booked a suite at the Bali High hotel and Casino. Amenities include a marble statuary, world class shopping, and lighted tennis courts.

LIZ: Vegas isn't really my idea of fun.

MARIA; Liz, the pool has a waterslide.

LIZ: Sorry.

MARIA: Shaped like a giant flamingo. Liz, come to Vegas, Michael's gonna be off doing dumb guy things. I need a gal pal.

LIZ: No.

MARIA: Please?

LIZ: It's not a good thing for me right now.

MARIA: Please, please, please, Liz. Just for once forget you're the perfect honors student and let me currupt you--

LIZ: Maria, I'm not going there cause I was married there.

MARIA: What?

LIZ: When FUTURE MAX came back, he told me. We had our wedding at the Elvis Chapel, and it was the most romantic night of our lives. So basically, I don't want to go to Vegas. EVER.

MARIA: You know something, girlfriend, there's a valuable lesson to be learned in this. What's happened between you and Max is unspeakable intense. But this whole wedding thing...It never happened. You've got to get past it. Create your own memories. And now we can do it with Michael's money


ALEX: ah-- I love the smell of formaladehyde in the morning...

MARIA: Alex--pop quiz. Given the choice, would you rather A---dissect pig babies..

LIZ: Embryos.

MARIA: OR B--- take an all expense paid trip to Vegas today?

ALEX: When do we leave?

MARIA: Today. After fifth period (back to Liz) All the cool kids are doing it C'mon

LIZ: I'd appreciate it if you'd respect my decision.

MARIA: (singing) Viva...las vegas

LIZ: Maria.....

MARIA: vegas.

Liz goes back to her equipment.


Tess comes up to Michael in the hall.

TESS: Michael--- hey, I hope you dont mind, but I invited Kyle on our trip to Vegas. He's been really standup guy and besides he did technically save the world from the crystals and everything.


TESS: and I just wanted to let you know...When i first came to town, I felt like a complete outsider. No friends, barely and family. But you've really helped me feel welcome. And this strip, wow. It's just really cool for you to get it going for us. We could all use some time away. And i've always wanted to go to Vegas.

Michae's speechless. What else can he say?

TESS: --- So can I tell Kyle its O.K?

MICHAEL: Uh...sure. Glade to have him. ANd you

TESS: (smiles) Thanks.

And tess takes off down the hallway.


The science class is coming to an end. Liz is working at her desk, but she keeps looking up at the clock, distracted. She finds herself HUMMING and then actually SINGING:

LIZ: (sotto) las vegas

THE CLOCK TICKS over adn the bell RINGS.


The fifth period bell RINGS> Michael pushes out of the classroom and uses his powers to OPEN his locker. Grabs the bag of money......and heads into......


Smilling at him are Isabel, Tess, Kyle, Maria, Alex, and a uniformed CHAUFFEUR holding a sign that reads "GUERIN PARTY."

MICHAEL: This is low profile?

Maria grins

MARIA: (re: Chauffeur's carp) Don't you love the hat?

MAN (os) Going somewhere, Mr. Guerin?

Michael freezes, turns, comes face to face with Max.

MAX: Pretty good Principle Forrester, huh?

MICHAEL: You're a riot. Okay, what's the pan?

Max holds up a piece of paper.

MAX:At this very moment, the debate team is leaving for a two-day meet in Santa Fe. ( ihave a house there!) according to this piece of paper, we're leaving with them. If anyone asks, our Original Oratory topic was Space Travel--- wave of the future of Misbegotten dream?

ALEX: Catchy.

MICHAEL: Let's go.

Everyone piles out into the now empty hall and heads out the exit door. Liz comes up at the last minute-- only Michael, Max, and Maria are still in the hall.

LIZ: Room for one more?

MARIA: I'm so proud of you!

MAX: OK, but let's get out of the halls before someone starts asking questions.

MICHAEL: (to liz) No lectures, no moralization, no whining about spending the money on the homeless. This is about the debauchery and fun. Got it?

LIZ: I know how to have fun.

MICHAEL: Riiiiight.

Michael is out the door. Maria puts her arm through Liz's

MARIA: Viva.....

LIZ: Viva......


And they're out the door.





It's a blinding neon night in Las Vegas.


A BELLHOP pushes a chart, loaded with backpacks, into a suite. To call it palatial would be an understatement. To call it classy would be a matter of opinion.(heeeeeeellooo major plot flaw here. if most of the people just found out about the trip during school WHY do they have their clothes in backpacks with them? and did they drive or flaw.....or what......grrr the writers piss me off sometimes)

Michael and Max enter first, followed by Isabel, Tess, Kyle, Maria, Liz, and Alex. The kids are awestruck. They've never seen anything like this, especially not a jacuzzi set in the middle of a hotel room.

BELLHOP: (emptying the cart) Here we are-- The Presidential Suite. Three bedrooms, three baths. State of the art entertainment system. Six person jacuzzi, heated to a toasty one hundred and two. Is there anything else I can get you folks?

They're too stunned to answer. Michael hands Maria his backpack. Without a word, she pulls out a bill-- a big bill-- and tips the bellhhop.

BELLHOP: (surprised) uh.....thanks.

Maria just waves him off.

BELLHOP: (cont'd) I'll get you some ice.

He goes. Still dumbfounded, the group takes in the room's splendor. Maria lets loose with a SCREAM of sheer joy.

TESS: I bet they have towel warmers.

KYLE: Let's see about in-room porno.

They start to scatter.

MICHEL: Hold on. Line up. I.D.s. out

Everyone obeys.

MICHAEL: This town has some stupid age restrictions when it comes to having fun. I'm fixing that. You are no longer highschool students from Roswell, New Mexico. You are now of-age party machines.

Michael passes his hand over the group of licenses in one pass. The cards glow briefly (ughhh they sooooo jacked this from my fic a flying brick! i had it first! i had it first!)

MICHAEL: These are you aliases. You will stick to you to you aliases for the duration of our visit. Sound off.

KYLE: Harvey Wallbanger (sex babbbyyyyyy)

TESS: Pina Colada (pale!)

ALEX: Tom Collins (LMAO tom-tom hanks---colin-colin hanks LMAO THATS FUNNY!)

ISABEL: Brandy Alexander (alexander......awwwww)

MARIA: Margarita Salt. (ahhhhh lmao finaly some hyspanic majandra stuff!)

LIZ: Shirley Temple (hehehehee lmao i love this! the writers have some good sense of humor here and liz does look like SHIRIely heheh temple with her curly hair)

MAX: Rob Roy (cant find ne thing funny about this one...oh well)

MICHAEL: And I'm your host, Doctor Love.

The girls laugh. Michael shuts them up with a look.

MICHAEL: Since I'm sponsoring this little operation, we play by my rul

He hands each person a stack of cash.

MICHAEL: (cont'd) Your banks is three grand. The cash gets spent here. No hoarding it for a rainy day. Rule number two. This is the biggie. Rob Roy and Doctor Love run alone.

Max is surprised.

MICHAEL: (cont'd) You see us at the table, find another one. You run low on funds, hit up someone else. If there are no more questions, get out there and clobber the house.

Kyle and Alex are the first ones out the door. Maria, Tess and Isabel follow. Max approaches Liz.

MAX: I was uh.....kinda surprised to see you were down for this kind of trip. (quessssssstion: how can liz have gone? max didnt ad her name to the debate thing so shes got not cover PLOT HOLES PLOT HOLES PLOT HOLES!!!!!)

LIZ: I.....could say the same thing to you.

MAX: Well I'm just here for Michael. He's kinda going through something. I want to keep an eye on him.

LIZ: Oh so this isn't really a vacation for you.

MAX: This is the last place I want to spend a vacation.

LIZ: Me too. I'm just here for Maria (yaaaaaaaaaaa right!)

Michael comes over with a mouthful of pistachios.

MICHAEL: Hey, Shirley, didn't you hear the Doctor's orders.

LIZ: Sorry, I was just--

MICHAEL: Nuh-nuh. bye.


MICHAEL: Yap, yap, yap. It's exhausting. So? Pretty swanky, huh?

MAX: It's great.

Michael grabs two handfuls of cash, stuffs them in his pockets. He tosses the backpack into a cabinet.

MICHAEL: Time to have fun. What's you poison? Blackjack? Craps?

MAX: Um....whatever you want.

MICHAEL: That's not really the spirit we're looking for here, Robby. But don't worry- Dr. Love is here to show you the way.

Michael escorts Max out the door.


Liz, Maria, Isabel, and Tess cruise through the casino. The lights are flashing. Tthe slots are PINGING, and our girls look ready for a good time. Maria's on her cell phone.

TESS: This is so cool.

ISABEL: What should we do first?

LIZ: I guess...pick a game.

MARIA: (clicking off the phone) (woudlnt long distance in los vegas be reaally expensive? and wouldnt maria's mom see it on the bill? tisk tisk) Okay, I'm set--- just booked a salt scrub at the spa.

LIZ: What happened to be a gal pal?

MARIA: I'll be an hour tops.

Maria's out.

ISABEL: Shall we dive in.

Isabel starts for the gaming tables. Liz and Tess try to match her strut. The MUSIC is pumping. This could be a night to remember-- UNTILL--

A SECURITY GUARD steps into Liz and Tess's path. The music comes to a SCREECHING HALT. Isabel glides out of sight.

SECURTIY GUARD: Excuse me, I need to see some I.D.

Tess and Liz pull their drivers licenses. The Security Guard examines them.

SECURITY GUARD: Nice try, girls. The video arcade is that way.

TESS: EXCUSE ME we are twenty-one.


He starts to lead Tess and Liz off.

TESS: I'm sure I've got another piece of I.D. in here somewhere.

Stalling, Tess burrow in her purse. Liz cracks.

LIZ: We're seventeen.

TESS: Oh good job.

With that, the Security Guard leads them off.


Isabel, Alex, and Kyle at a blackjack table. They all have chips in front of them.



It's a blinding neon night in Las Vegas.


A BELLHOP pushes a chart, loaded with backpacks, into a suite. To call it palatial would be an understatement. To call it classy would be a matter of opinion.(heeeeeeellooo major plot flaw here. if most of the people just found out about the trip during school WHY do they have their clothes in backpacks with them? and did they drive or flaw.....or what......grrr the writers piss me off sometimes)

Michael and Max enter first, followed by Isabel, Tess, Kyle, Maria, Liz, and Alex. The kids are awestruck. They've never seen anything like this, especially not a jacuzzi set in the middle of a hotel room.

BELLHOP: (emptying the cart) Here we are-- The Presidential Suite. Three bedrooms, three baths. State of the art entertainment system. Six person jacuzzi, heated to a toasty one hundred and two. Is there anything else I can get you folks?

They're too stunned to answer. Michael hands Maria his backpack. Without a word, she pulls out a bill-- a big bill-- and tips the bellhhop.

BELLHOP: (surprised) uh.....thanks.

Maria just waves him off.

BELLHOP: (cont'd) I'll get you some ice.

He goes. Still dumbfounded, the group takes in the room's splendor. Maria lets loose with a SCREAM of sheer joy.

TESS: I bet they have towel warmers.

KYLE: Let's see about in-room porno.

They start to scatter.

MICHEL: Hold on. Line up. I.D.s. out

Everyone obeys.

MICHAEL: This town has some stupid age restrictions when it comes to having fun. I'm fixing that. You are no longer highschool students from Roswell, New Mexico. You are now of-age party machines.

Michael passes his hand over the group of licenses in one pass. The cards glow briefly (ughhh they sooooo jacked this from my fic a flying brick! i had it first! i had it first!)

MICHAEL: These are you aliases. You will stick to you to you aliases for the duration of our visit. Sound off.

KYLE: Harvey Wallbanger (sex babbbyyyyyy)

TESS: Pina Colada (pale!)

ALEX: Tom Collins (LMAO tom-tom hanks---colin-colin hanks LMAO THATS FUNNY!)

ISABEL: Brandy Alexander (alexander......awwwww)

MARIA: Margarita Salt. (ahhhhh lmao finaly some hyspanic majandra stuff!)

LIZ: Shirley Temple (hehehehee lmao i love this! the writers have some good sense of humor here and liz does look like SHIRIely heheh temple with her curly hair)

MAX: Rob Roy (cant find ne thing funny about this one...oh well)

MICHAEL: And I'm your host, Doctor Love.

The girls laugh. Michael shuts them up with a look.

MICHAEL: Since I'm sponsoring this little operation, we play by my rul

He hands each person a stack of cash.

MICHAEL: (cont'd) Your banks is three grand. The cash gets spent here. No hoarding it for a rainy day. Rule number two. This is the biggie. Rob Roy and Doctor Love run alone.

Max is surprised.

MICHAEL: (cont'd) You see us at the table, find another one. You run low on funds, hit up someone else. If there are no more questions, get out there and clobber the house.

Kyle and Alex are the first ones out the door. Maria, Tess and Isabel follow. Max approaches Liz.

MAX: I was uh.....kinda surprised to see you were down for this kind of trip. (quessssssstion: how can liz have gone? max didnt ad her name to the debate thing so shes got not cover PLOT HOLES PLOT HOLES PLOT HOLES!!!!!)

LIZ: I.....could say the same thing to you.

MAX: Well I'm just here for Michael. He's kinda going through something. I want to keep an eye on him.

LIZ: Oh so this isn't really a vacation for you.

MAX: This is the last place I want to spend a vacation.

LIZ: Me too. I'm just here for Maria (yaaaaaaaaaaa right!)

Michael comes over with a mouthful of pistachios.

MICHAEL: Hey, Shirley, didn't you hear the Doctor's orders.

LIZ: Sorry, I was just--

MICHAEL: Nuh-nuh. bye.


MICHAEL: Yap, yap, yap. It's exhausting. So? Pretty swanky, huh?

MAX: It's great.

Michael grabs two handfuls of cash, stuffs them in his pockets. He tosses the backpack into a cabinet.

MICHAEL: Time to have fun. What's you poison? Blackjack? Craps?

MAX: Um....whatever you want.

MICHAEL: That's not really the spirit we're looking for here, Robby. But don't worry- Dr. Love is here to show you the way.

Michael escorts Max out the door.


Liz, Maria, Isabel, and Tess cruise through the casino. The lights are flashing. Tthe slots are PINGING, and our girls look ready for a good time. Maria's on her cell phone.

TESS: This is so cool.

ISABEL: What should we do first?

LIZ: I guess...pick a game.

MARIA: (clicking off the phone) (woudlnt long distance in los vegas be reaally expensive? and wouldnt maria's mom see it on the bill? tisk tisk) Okay, I'm set--- just booked a salt scrub at the spa.

LIZ: What happened to be a gal pal?

MARIA: I'll be an hour tops.

Maria's out.

ISABEL: Shall we dive in.

Isabel starts for the gaming tables. Liz and Tess try to match her strut. The MUSIC is pumping. This could be a night to remember-- UNTILL--

A SECURITY GUARD steps into Liz and Tess's path. The music comes to a SCREECHING HALT. Isabel glides out of sight.

SECURTIY GUARD: Excuse me, I need to see some I.D.

Tess and Liz pull their drivers licenses. The Security Guard examines them.

SECURITY GUARD: Nice try, girls. The video arcade is that way.

TESS: EXCUSE ME we are twenty-one.


He starts to lead Tess and Liz off.

TESS: I'm sure I've got another piece of I.D. in here somewhere.

Stalling, Tess burrow in her purse. Liz cracks.

LIZ: We're seventeen.

TESS: Oh good job.

With that, the Security Guard leads them off.


Isabel, Alex, and Kyle at a blackjack table. They all have chips in front of them.

ISABEL: So how does this work?

During his dialouge, Kyle does everything for her.

KYLE: Put your bet there.

Cards are dealt.

KYLE: (cont'd) The object is to get twenty-one...Okay....A king is worth them, so you want another card, you have sixteen so another card.....okay now you have twenty-five...and he takes your money away (LMAO!!!!!)

The dealer takes her money.

ISABEL: Gee, what a great game. Thanks.

She gets up.

KYLE: You gotta play more than one hand.....

ISABEL: It's math, Kyle (ohhh bad girl she didnt call him by his alias!) Not what I was looking for in a vacation.

KYLE: This is gambling capital of the world. What were you looking for?

ISABEL: I'll know it when I see it. Later

Shes outta here.

ALEX: She's right, you know. It is Math-- or more precisely-- A.P. Statistics, which dictates that all-or-nothing strategy offers the best chance of beating the house edge.

KYLE: that makes no sense.

Alex shoves all of his chips into the layout. The game begins. The boys pick up their own two cards. Kyle has a ten and a three. Alex has a seven and an eight. The dealer has a ten.

KYLE: Hit.

He gets an eight.

ALEX: Hit.

Alex gets a queen. The dealer takes all of his chips and pays Kyle his winnings. Alex goes catatonic.

KYLE: You took that one in the shorts.

Maria approaches. She holds up a flier. It reads, "LOOKING FOR NEW TALENT."

MARIA: Oh my god you aren't going to believe what was hanging in the spa locker room.

ALEX: My head hurts.

MARIA: A booking agent is holding auditions. Alex, this is the hugest favor. I need an accompanist.

ALEX: I play bass guitar.

MARIA: You could fake it on piano. It's just an few simple chord changes. We start in E, and then bridge switches to--

ALEX: Maria, I just lost three thousand dollars!

MARIA: Alex, if you help me get the gig, I will give you mine.

ALEX: Key of E you said?

As he leads her off:


Max and Michael stand alone at a craps table. They have a mountain of chips between them.

MICHAEL: Basic rules. Seven or eleven on the first role, you're a golden. Two, three, or twelve, lose your shirt. (to STICKMAN) We've got a first time roller here.

MAX: No. You go ahead. I'll just watch.

MICHAEL: (annoyed) Jeez...okay, gimmie the dice. (to max) Trust me, you're gonna love this game. It's loud, its fast--- its everything living in Roswell is not.

Michael slides a mass of chips to the passline and grabs the dice.

MICHAEL: Here we go!

The dice tumble across the table. A six comes up.

STICKMAN: Six--- the point.

MICHAEL: (to max) OK i roll a six, we win, A seven and we go bust up.

Michael rolls.


MICHAEL: (throws some chips down) Six the hard way. (grabs Max's chips) for him too.

STICKMAN: Six the hard way. Six the point.

Michael rolls again. Six-- the hard way.

MICHAEL: Pay the man!

The DEALER pays the bet. Michael rolls again as Maria races up to him.

STICKMAN: Seven- winner!

MARIA: Amazing news. I have an audition.

MICHAEL: (To the crowd) Stay with me folks, I'm here to win. (then to maria) I don't see you.

MARIA: Hello? Do you know what my dream has been since the beginning of time? To start my singing career in a smoky Vegas supper club.

Michael rolls again.

STICKMAN: Seven- winner.

MICHAEL: (Ignoring her) Sweet.

MARIA: I'll stand on stage in front of a great band and belt some torch song. There'll be a spotlight. My makeup will be perfect.

A crowd is starting to gather around the table.

MICHAEL: We had an agreement. Beat it. (flagging a COCKTAIL WAITRESS) Two cokes and a bottle of Tabasco for me and my friend.

MARIA: You're not listening. This could be my big break. Don't you want to come cheer me on?

Michael rolls again.

STICKMAN: Seven - winner.

MICHAEL: The king, ladies and gentlemen!

MARIA: Michael!

MICHAEL: Maria! I'm in the middle of something important.

He goes back to the game. Hurt, Maria walks away. Michael rolls again.

STICKMAN: Seven - winner.

A YELL of excitement from the crowd. The Stickman and a PIT BOSS exchange a look -- what's going on here?


Tess and Liz stand outside on the curb.

LIZ: There's other stuff we can do. Hoover dam, Cirque de Soliel. I saw a bunch of pamphlets in the lobby.

TESS: Absolutely perfect. (to herself) Stuck in party capital of the world with Liz Parker.

Liz stops short as she notcies a taxi cab pull though the valet stand. Pearches on teh roof is an advertisement for the elvis chapel. Liz stands there, shaken.

TESS: Maybe i'fe we're feeling really dangerous, we can get milkshakes and talk about boyes.


LIZ: For your information, Tess, I didn;t want to come here in the first place. This is a depressing town filled with sad people. I don't need to see it, Tess. And i certainly don't enjoy being trapped with you either. But a good friend once told me that you have to create you own memoreis, so we're gonna figure out a way to get back in there and make them. got it?!?

Tess is shocked, but impressed.

TESS: Sure.


Bored, Isabel sits at a slot machine. Her attention is focused on various COUPLES in the casino. Some hold hands, laugh, kiss. It seems as if Isabel is the only one alone.

WOMAN: (o.s.) Please hurry.

a BRIDE plops down next to Isabel. This is TRACI, a boisterous southern girl. Isabel sees the red wine stane splashed across the bodice of her wedding dress.

ISABEL: Oh my god. Are you O.K.?

TRACI: Lord, help me. 'Wedding's in a half hour. My maid of honor gets food poisoning from the breakfast buffet. Now, some dumb Canadian slams into me with his Merlot.

A COCKTAIL WAITRESS returns with club soda and a napkin.

ISABEL: Let me.

Isabel takes the club soda and goes to work on the dress. Unnoticed, she uses her powers to remove the stain.

TRACI: My mama told me not to elope.

ISABEL: Actually, I think we got it out.

Traci takes in the miracle.

TRACI: Why, honey, aren't you just my good luck charm. What's your name?

ISABEL: Isa -- Brandy.

TRACI: Brandy. That's pretty. Well, it's so nice to meet you.

At that moment, two tuxedo-clad MEN -- GLENN and DAVE arrive. Glenn is blindfolded.

TRACI: Brandy, this is my hubby-to-be Glenn and his best man Dave. Brandy just saved my behind.

GLENN: (extending a blind hand) Hi.

DAVE: Hey.

Dave isn't a matinee idol, but he's go a special kind of charm. There's an instant spark between him and Isabel.

TRACI: How's April?

DAVE: Wishing she'd never tried the crab omelette.

TRACI: Perfect. What am I gonna do now?

DAVE: Maybe Brandy's free for a couple hours.

TRACI: Brilliant, Dave. Brandy, will you be my maid of honor?

Isabel smiles. Sure. Why not?


A hand slides a mountain of chips to the pass line. There's a CHEER. FIND -- Michael at the center of the craps action. The bottle of Tabasco is empty. A substantial CROWD has gathered. Max is getting a little nervous at all the attention.

MICHAEL: Dr. Love says give it up for ten the hard way!

Michael rolls.

STICKMAN: Ten -- hard way.

The crowd goes wild. Max is getting uncomfortable -- leans into Michael.

MAX: You're cheating.

MICHAEL: Could you say that a little louder? I don't think the Pit Boss heard you.

MAX: It's not right -- using your powers like this.

MICHAEL: Thanks for the sermon, Dad.

MAX: This isn't why we came here.

MICHAEL: No -- we came here to have fun. Which is what I'm doing.

The Stickman collects the dice -- hands them to the Pit Boss who holds them up to the light. The Stickman gives Michael another set of dice.

MICHAEL: It's the fourth set of dice they've given me, folks. but when you got the hot hand, you got the hot hand.

He rolls.

STICKMAN: Seven -- winner.

Max watches as the Pit Boss signals a Security Man over to the table, whispers in his ear.

MICHAEL: (hold dice) I feel . . .

The Crowd quiets . . . hangs on his every word. . .

MICHAEL: (CONT'D) I feel an eight coming . . .

People scramble to make their bets. He rolls.

STICKMAN: Eight -- the point.

The Pit Boss is getting less happy by the minute.

MAX: (sotto) Michael . . . he knows . . .

MICHAEL: He doesn't know anything. What's he gonna say -- I'm using my mysterious alien powers.

He rolls.

STICKMAN: Eight -- winner.

The crowd is going crazy. Women kissing Michael. Suddenly the Pit Boss steps up. In the b.g. Security Guards are quietly and unobtrusively gathering round.

PIT BOSS: This table is closed.

A GROAN comes from the crowd.

MICHAEL: (belligerent) Hey, what's this crap!

PIT BOSS: You're done. My advice is take your winnings and move on down the strip.

MAX: We will.

MICHAEL: The hell we will. I'm here to gamble. There's a table right over there.

Michael tries to move toward the table, but the Pit Boss blocks him.

MICHAEL: You don't want to screw with me.

PIT BOSS: Listen, punk, no one calls the dice like that. I know you're cheating. I don't know how, but you are. Now, you can walk out of here or --

Without warning Michael suddenly cold-cocks the Pit Boss across the table. From out of nowhere Security GUARDS all over Michael -- Max tries to pull them off, but then he goes down under a sea of security uniforms. And off this --




FOLLOW TWO WOMEN approaching casino floor. Their hair is teased, their dress is suggestive.

WOMAN #1: How do I look?

WOMAN #2: Thirty, thirty-two easy. How about me?

We see now that the women are Liz and Tess. They certainly don't look like teenagers anymore. They wear skin tight sequined dresses, obvious purchases from the lobby gift shop.

TESS: You need more color.

Tess touches Liz's lips, and they turn bright RED.

LIZ: O.K. Big smile. Let's go.

Liz and Tess make a break for the casino floor. Out of nowhere, the same Security Guard steps into their path.

SECURITY GUARD: Can I help you ladies?

LIZ: We're just meeting our husbands.

SECURITY GUARD: Uh-huh. Are you guests of the hotel?

Tess spots TWO GUYS at the bar and winks. They look her up and down and smile back.

LIZ: Of course.

SECURITY GUARD: And what room are you staying in?

LIZ: (not backing down) Two . . . four. . . seven. Three.

SECURITY GUARD: Hit the bricks, girls. I'm not gonna --

MAN: (OS) Is there are problem?

The two guys stand behind the Security Guard. Close up, it's easy to tell that they're wiseguys. Meet BRUNO PUGLIS and his cohort JOE. The Security Guard blanches.

SECURITY GUARD: No, no problem, Mr. Puglisi. These ladies were just --

PUGLISI: These ladies are with us.

TESS: We tried to tell him.

SECURITY GUARD: I -- I'm so sorry. They didn't say --

JOE: No harm, no foul. Right, Pugsy?

PUGLISI: Right, Joe. Girls? After you.

Throwing smug looks at the Security Guard, Tess and Liz enter the casino on the arms of their mobster dates.


A tiny, cluttered office. SONNY GLASS, early 50's, is seated at a desk. He feasts on a sandwich as he shuffles through paperwork. In a corner, Alex is seated at an ancient upright piano. Maria hovers nearby.

MARIA: (vocalizing) Mee-mo-mah-me. Zing-zing ahhhhhh. Mee-mo-mah --

MR. GLASS: O.K., blondie. You're up.

Maria takes her place in the middle of the room.

MARIA: Hi. My name's Margarita Salt.

MR. GLASS: That'll play.

MARIA: I started my professional career as Darla in the "Roswell Say No To Drugs" P.S.A. campaign. After that --

MR. GLASS: All right, already. Let's go!

Maria nods to Alex, who starts playing piano. She takes a breath, then belts out "I've got the world on a string."

MARIA: "I got the world on a string/sitting on a rainbow. . ."

Mr. Glass stops chewing. He's awed by her voice.

MARIA: ". . .got the string 'round my finger/What a world what a life, I'm in love. . "

The last sweet not echoes through the space. Is that a tear in Glass's eye? Then --

MR. GLASS: Honey, you sure got some set of pipes.

MARIA: (humble) Well, I . . .

MR. GLASS: I was truly moved.

Maria beams.

MR. GLASS: Now, take off your top.

Maria for once is speechless.

ALEX: Hey! Who the hell do you think you are? You treat her like a lady.

MR. GLASS: I'll treat her like a stripping lady 'cause that's what she's auditioning for.

MARIA: What?

Alex picks up Maria's flier.

ALEX: (reading the fine print) Ah, yes. BYOG-string

MARIA: Let me see that.

She rips the flier out of his hands. Reads it. Is devastated by the truth.

MARIA: (cont'd) We'll just show ourselves out.



Liz and Tess sit with Puglisi and Joe at the bar. Remnants of food and drink are in front of them. Joe fills out a Keno card. Puglisi entertains the girls.

LIZ: SO Pugsy, what do you do?

PUGLISI: Human resources, hiring and firing. You know.

LIZ: Interesting. Somewhere locally?

Joe throws down his Keno card and belches into his napkin.

LIZ: Uh.....we thought it might be fun to gamble.

PUGLISI: We can do that later.

JOEY: Yeah. Let's finish our date.

He makes date sound like a four letter word. Joey wraps an arm around Tess. The girls feel the changing of the tide.

LIZ: Guys, thank you so much for dinner and the stimulating conversation, butt I'm suddenly feeling a little sick, so if you'd excuse--

PUGLISI: Hey, Shirley, we've already dropped a cool hundred on you two.

JOE: ANd we expect that to be credited to our bill.

LIZ: Bill?

PUGLISI: (leering) You know......for services rendered. So why don't we just head up to the room and get busy.

Puglisi strokes Liz's thigh. She's scared. Big time.

TESS: Liz walk away now.

Liz turns and discovers Tess going into a mindwarp.

Liz gets to her feet. Puglisi stares at Liz's half empty chair and kisses the hand of an imaginary woman.

PUGLISI: Oh, yeah. You are so beautiful.

Joe looks at Tess. Thanks to the mindwarp, he thinks she's in the mood.

JOE: That's right. This big boy needs a spanking.

PUGLISI: I'd like to show you something, too.

Tess gets up and she and Liz walk away. The two men remain at the bar, talking to two girls who are no longer there.

LIZ: How long will this last?

TES: Long enough

Liz smacks Joey upside the head.

JOE: Yeah, like that.

TESS: Let's get out of here.

The girls escape.


MARIA and ALEX push into the room. They almost run into Traci and Glenn, who are on their way out.

TRACI: Oh-- almost forgot.

She turns and throws the bouquet. Isabel catches it.

TRACI: bye!

GLENN: Thanks for everything, Isabel. (waaaaaait isnt she brandy?)

ISABEL: No problem.

It's only then that Maria and Alex notice the wedding reception is on full swing. MUSIC plays from teh stereo. A store bought cake is prominent.

MARIA: (to isabel) do we have to ask?

ISABEL: (to alex and maria) that was traci and glenn. They just got married. I was their made of honor. Cake?

Alex bee-lines for the food. Maria notices Dave, removing his tuxedo tie as he crosses the room.

MARIA: Who's that?

ISABEL: That's dave.

Maria turns her attention back to the cake.

Isabel joins Dave on the couch. He pulls her close, holds a disposable camera at arm's length, and takes a picture.

DAVE: For the wedding album, And for the record, do you spell Brandy with an I or Y?


DAVE: Good choice (then) I don't suppose there's a change I'll get your real name before the night is over.

ISABEL: Are you calling me a liar?

DAVE: OH, no. I'm not going there-- not with you.

ISABEL: What's that supposed to mean?

DAVE: Let's just say I may not have known you for that long, but I know you're not someone I want to get all riled up.

ISABEL: Really. Anything else you've gleaned form our brief time together?

DAVE: I have a few thoughts.....a few educated guesses...

ISABEL: This should be good.

DAVE: You're the oldest child in a small family. One or two brothers or sisters---brothers. Now, you're at Notre Dame, and your history.

ISABEL: Oohh. So close, but so wrong.

DAVE: It's not easy, this instant analysis thing.

ISABEL: You're from Texas. The panhandle. You have an accent you don't bother to hide because you think it makes you sound sexy. You like to disarm women with a easy grin and a few well-worn psychological insights that sounds like they're culled from talk radio, but in truth you grew up in a house filled with older sisters who wrote more of you material because they felt sorry for you.

DAVE: You play rough.

ISABEL (sweet) you can always quit. Seek easier game elsewhere.

DAVE: Oh, I like it rough, And I like a challenge.

ISABEL: Then we're going to get along just fine.....

She gives him a teasing, almost smile and as Dave realizes the challenge before him with this girl...

Meanwhile, across the room---

Maria slices herself a gigantic piece of cake. Alex watches.

ALEX: You're gonna be all right, right?

MARIA: I guess.

ALEX: Now can I please go gamble?

Maria forks over her stack of cash, and he escapes. The phone RINGS. Maria grabs it.

MARIA: (into phone) Honeymoon suite. Margarita speaking.



Michael's on the other end. A GUARD stands nearby.

MICHAEL: (into phone) Maria, it's me.

MARIA: Me, who?

MICHAEL: funny---

MARIA: Do you know where I was today? Auditioning to be a stripper. Little innocent me.

MICHAEL: did you get the job?

MARIA: you don't even care do you? this wouldn't have happened if you were with.

MICHAEL: Is there anyone else there I can talk to?

MARIA: We're talking.

MAX: Well, I can't. I'm in jail with Max, so I need you to shut you tap, come down here, and bail us out.

MARIA: (realizing) Wait, If you're in jail, this is your only phone call.

MICHAEL: Exactly

Maria SLAMS down the receiver.

MICHAEL: (cont'd) Hello (to guard) Uh....I think we were cut off.

The guard takes the phone out of his hand and hangs it up. He takes Michael by the elbow and heads back towards cell.



ALEX and KYLE are at Kyle's blackjack table. Kyle, the Zen master of gambling, has a huge mountain of chips. Alex has only one or two chips left. He eyes Kyle's pile.

ALEX: Doesn't Buddism disapprove of gambling?

KYLE: Actually, it was the Buddha himself who first coined the phrase, "knowing when to hold em, know when to fold em, know when to walk away, know when to run."

ALEX: Yours is a deep and abiding spiritual faith.

Maria appears at their side.

MARIA: Boy, cash out.

KYLE: You're just going to have to BACK OFF.

ALEX: Grasshopper's on a roll.

MARIA: I've gotta bail Max--- and if there's still money left over-- Michael out of jail.

KYLE: My winnings my money go away.

MARIA: (to dealer) he's in gamblers anonymous and i'm his sponsor. Could you please keep this lost soul from traveling further down the path of destruction.

DEALERr: (to kyle) sorry sir, casino policy.

As the dealer skips over kyle--

KYLE: Thanks, Maria.

MARIA: Thank you higher power.

She leads them off.


Isabel dips her feet in the jacuzzi. Dave fiddles with the stereo, finds a sexy song.

ISABEL: I love this song.

DAVE: We never had our dance. You know--- that best man, maid of honor thing.

ISABEL: Who are we to thumb our noses at tradition?

She moves into his arms, and they dance for a bit.

DAVE: (off the room) You must be pretty high roller to get a room like this.

ISABEL: it's a friends.

DAVE: Is your friend Kennedy or something?

ISASBEL: More like a prince, actually.

A little more dancing.

DAVE: Man, this has been great. Free trip--- free tux. Slow dance with a beautiful girl in a penthouse suite.

ISABEL: You're easy to please.

DAVE: and you're not? ISABEL: You're way ahead of the game, Dave. Do you really want to risk it all by asking any more of your insightful questions?

DAVE: I'm gonna have to ask my sisters to work on some new material.

ISABEL: You're doing fine on your own.

He leans in and kisses her. Isabel covers her suprise.

DAVE: May I suggest... a change of venue?

ISABEL: What do you have in mind?

DAVE: I have a hotel room up the strip...

ISABEL: This is a hotel room.

DAVE: People come in, people go out. I was thinking about something a little more... private.

ISABEL: I'll have to think about that.

They kiss again.

ISABEL(cont'd): Okay. I thought about it. Let's go.

He smiles and opens his mouth to say something. She puts a finger on his lips. Dave moves to get his coat. Suddenly, Isabel realizes the weight of her decision. For an instant, she's just a teenager from Roswell again. But before she can fully process this --

Dave returns. He indicates the door with a gallant gesture. Isabel smiles -- her game face back on -- and heads for the door...


Max leans against the bars and stares out at another. A GUARD leads Michael to the cell, then goes. An awkward silence, then --

MAX: Are we having fun yet?

MICHAEL: No thanks to you.

MAX: This isn't my fault -- if you hadn't been showing off --

MICHAEL: Here we go, here we go -- it's time for the lecture. (shouts down the hall) Hey, you might want to gather round your cell doors -- Maxwell's going to give a lecture!

VOICE: Shut the hell up.

MAX: What is with you?

MICHAEL: What's with me? Not you buddy. Definitely not you.

MAX: What the hell's that supposed to mean? The only reason I came on this trip was for you.

MICHAEL: Yeah, out of the goodness of your big fat bleeding heart you gave up sixth period and came all the way to Vegas for poor screwed up Michael. Big hand.

Michael applauds. Max lies down on one of the benches.

MAX: Whatever. You're talking to yourself now, Michael. I'm done.

MICHAEL: Okay, now I'm talking to myself. Gee, Michael, why'd you want to go to Vegas with Max in the first place? I don't know Michael, sounds like a really stupid idea to me. Oh, you don't get it, Michael. See, Max and I are guys and sometimes guys just have to go out and tear it up for no good reason. But Michael, Max is no fun. He's a straight arrow, a responsible guy.

MAX: I'm here aren't I?

MICHAEL: This is a private conversation. As I was saying, Michael, it's like this -- Max and I, we used to be tight. We grew up together. It's no big deal for us to hang for a couple days, we used to be friends.

Max rolls off the bench.

MAX: Oh, give me a break! This isn't about friendship, this is about you irresponsible, reckless behavior --

MICHAEL: Hey, I've been going through some heavy stuff the last three weeks -- maybe you missed it, but I got shot!

MAX: I know -- I healed you!

MICHAEL: No, you didn't, you just put your hand over my shoulder and did your little trick like the robot you are. You're a machine, Max. You don't know the first thing about what it would take to heal me -- to really heal me... (his chest) ...inside where it counts.

Michael brushes by Max and lies down on the bench. Max stands there a beat, then goes to the opposite side of the room and sits down. Silent.





Max bursts into the empty suite, grabs the phone, dials out. Michael is three steps behind him. He parks himself in front of the TV and turns it on. Loud. Maria follows them in. It's obvious from the look on her face that the cab ride from jail wasn't pleasant.

MAX: (into phone) Yeah, when's the next flight to Roswell? ...Nothing sooner than that?

Michael ignores Max. Maria approaches Michael.

MARIA: Michael, come on. Make him stay.

No response from Michael. Max hangs up, grabs his backpack.

He heads for the door. Maria's on his heels.

MARIA: You can't leave. I'm blowing the rest of Michael's cash on the most amazing dinner. I even took care of what everyone's wearing.

MICHAEL: He's not invited anymore.

MAX(ignoring Michael): Thanks, but I'm just going to go home.

MICHAEL: Finally. My vacation can begin.

Without another word, Max exits.


Liz is catching up with Max as he heads out the doors.

LIZ: Hey -- where you going?

MAX: I'm catching a cab to the airport.

LIZ: What happened?

MAX: Michael.

LIZ: Oh. Well. I'm sure you two can work it out.

MAX: I don't think so. Too much stuff was said.

LIZ: You know, Maria's pretty convinced that Michael's mouth is in no way connected to his brain.

MAX: Don't try to defend him. You weren't there.

Max sees a cab, WHISTLES.

LIZ: If you leave... this trip isn't going to be the same.

MAX: You'll have a better time without me. I'm a machine that ruins everyone else's good time.

Liz finally gives up. She walks back into the Casino. A CAB finally pulls up and deposits A YOUNG BRIDE and GROOM onto the sidewalk. The young, happy couple positively run into the casino. Max watches them go by... is about to get in the cab... then looks back...


The bride and groom laughing and running into the casino.

MAX watches them, frozen in the open door of the cab.


but this time it's Max & Liz wearing the tux and bridal gown.

MAX stares at the vision.

DRIVER'S VOICE: You in or out, pal?

The voice breaks the moment. Max stands there, shocked by the momentary vision and unsure what to do next...


It's a nice but nearly forgotten dinner theater -- more downtown that Strip. Onstage, a TRIO plays DINNER MUSIC. At a banquette, Michael, Maria, Liz, Tess, Kyle, and Alex have just finished dinner. The kids look fabulous. The guys are in suits. The gals sport fantastic evening attire.

MARIA: Now, this is the Vegas I love.

Alex pulls out a camera.

ALEX: Smile, beautiful people.

He snaps a picture. Maria turns to Michael , who stares distractedly at the band.

MARIA: You clean up great, Spaceboy. (then) I'm sorry he's not here.

MICHAEL: Why? I'm not. (beat) I'm thinking... a cheeseburger would go down nice right now.

MARIA: You had a lobster.

MICHAEL: And I'm still hungry. I'm gonna hit the fast food place across the street. Green, please?

Maria pulls out some bills. Michael takes the whole stack and goes. Maria turns to Liz.

MARIA: A cheeseburger. Why do I even try?

LIZ: At least he wore the tie.

MARIA: I'm worried, Liz. I plan on being a worldly woman. But how can I when Michael is trapped in the world of armpit farts and Playstation. He's just so --

There's a DRUM ROLL. The lights dim, and a FIGURE takes the stage.

FIGURE: Ladies and gentlemen...

The spotlight flashes on, illuminating Michael.

MICHAEL: ...Tonight you're in for a rare treat -- a dream come true. Your gonna love listening to this performer, and even though she'll never believe it, I love listening to her, too. Please welcome to the stage Miss Margarita Salt.

Maria is floored. The friends applaud, push her up on stage. Maria breaks into "I Got It Bad and That Ain't Good."

TESS: (to Kyle) We're dancing.

She drags him onto the floor. Meanwhile, Alex perches on the sidelines and snaps pictures of Maria.

Isabel ENTERS wearing her own fabulous dress and sits at the table. Among friends, her guard is down. Alex joins her.

ALEX: I thought you... had other plans.

ISABEL: I thought I did, too.

Alex nods, accepts that answer. They listen to Maria sing for a beat, then Isabel can't help but start talking again.

ISABEL(cont'd): I don't get it. (beat) He was exactly what I wanted out of this trip. A good-looking, smart-ass, who I knew I could just chew up and spit back out... a guy I could spend a long night with... and forget about the next day...

ALEX: But...?

ISABEL: But... he went to get some ice... and I went to get a cab. So here I am. Alone. Again. God, I'm the biggest freak on the planet.

ALEX: No, you're not. That wasn't you. It was Brandy Alexander. You were playing a game, and when things got too real, you ran. Like you --

He stops himself.

ISABEL: Like I always do.

ALEX: Isabel, you lead a very complicated life. I don't know many people who could handle it. But you do. With grace, and strength, and humor. And if you think you're never gonna find a guy, that's not true. Because when you're ready for it, you'll make someone the happiest man ever.

ISABEL: Alex, that's the sweetest thing anyone's ever said to me.

ALEX: Well, I'm kind of an expert on things that make you great.

ISABEL: How did I let you get away?

ALEX: Wasn't your fault. You never had a chance. I can't be tied down to one woman, one place. I'm like the wind, Isabel. I have to keep moving.

She smiles at him and he grins back.

ISABEL: Alex, will you dance with me?

She takes his hand and they head out to dance.

Liz sits alone at the table and proudly watches her best friend. A HAND taps her shoulder. She looks up, sees Max standing there in a killer suit. She nearly melts at the sight of him. He indicates the dance floor with a now. She accepts.

Max and Liz dance for a few moments.

LIZ: I thought you'd be at the airport by now.

MAX: I was on my way and then... I had this weird moment...

LIZ: What do you mean?

MAX: I saw this... vision. You and me... jumping out of a cab... like we'd just been married in Vegas

Liz looks up in shock.

LIZ: That's... weird.

MAX: Yeah. It was like... a memory flash... of something that really happened. But it couldn't be.

Liz looks into his eyes. She so desperately wants to tell him the truth.

LIZ: Max, it...

Suddenly, Maria's SONG ENDS, and the dancing stops. The couples CLAP. For Liz, the opportunity is lost.

As they applaud, Max spots Michael, standing off to the side of the stage. They share a look. Still some things haven't been resolved there.

Michael watches Maria, basking in the glow of the APPLAUSE. She spots him. He smiles. How could you not love this guy?



The sun rises on the strip. In the light, all the dirt and greed seem washed away.


An exhausted but smiling Max, Liz, Michael, Maria, Liz, Alex, Kyle and Tess pour into the suite. Michael flicks on the lights. The kids stop in the tracks when they see the seated figure in the middle of the room. It's SHERIFF VALENTI.

He too, is exhausted, but he's not smiling in his hands in "GUERIN PARTY" chauffeur sign.

VALENTI: At three fifteen yesterday afternoon, Vice Principal McClure contacted me. Apparently, my son didn't show for detention. New to me, So i called some of Kyle's friends. No one knew where he was. Then I made a few more inquiries and without alarming any of your parents, deduced that you were ALL missing. By four thirty, I was in a panic. Maybe it was a mass kidnapping or invantion (by now hes yelling) You kids had to have been in trouble because there was no way you'd take off WITHOUT TELLING ME.

MAX: WE just took a little vacation.

MICHAEL: Like spring break.

VALENTI: So, you skipped school. (then) Missing class is excused if it involves saving a planet--- mine, yours or any other. It is not acceptable if it is done in the name of underage gambling. Each of you parent will hear from me in the morning. I expect you back in Roswell by the afternoon.Kyle get in teh car.

Tail between his legs, Kyle heads for the door.

KYLE: I have rent money for the next six months.


Kyle sinks out of the door, with Valenti on his heels. Once out of earshot--

MICHAEL: Man, am I glad I'm an orphan.

TESS: Me too.

VALENTI: (o.s.) Tess, don't make me come back in there!

Tess quickly exits. The mood killed, the kids solemnly head off to bed. Max stops Michael.

MAX: Are you tired?


CLOSE ON a hand, dropping a crumpled five dollar bill on the top of a donut cart. Pull back to reveal Max and Michael. Michael pays for the two coffees and two donuts. The VENDOR hands him a handful of coins, and Michael pushes back across the cart as a tip.

MICHAEL: THat's the last of it.

The boys sip their coffee.

MAX:You were right. I do act like a machine sometimes.

MICHAEL: Forget it. I probably said too much.

MAX: No. It's all right. Something I needed to hear. You needed a friend and you got a chaperone. I'm sorry. (beat) I guess I just.......feel so responsible for you and Isabel and even Tess.....sometimes I let that get in the way of letting you all know how much you mean to me. (beat) But without......I'd uh.....I'd really be lost, Michael.

This is hard. It's a major confession. Michael takes a moment to absorb this.

MICHAEL: Whoever sent us down here was smart. You know why? Because they sent us together. And as long as we stick together......we're gonna make it

The two friends start walking away back toward the distant casino.....

MAX: Got a few hours to kill before the flight home. No money....whaddya want to do>

MICHAEL: Don't know. Oh, hey there's about a dozen DVD's in the room.

MAX: Yeah?

MICHAEL: How about braveheart?

MAX: How many times can you watch that thing?

MICHAEL: I'm still tying to get an accurate body count. I make it up to about two hundred and twenty before I start to lose count..

And as the friends walk off into the early morning Vegas landscape.....


Heart of Mine Cut Scenes

After school, there is a scene where Liz is still on school grounds and Max comes out and sees her and they talk. She admits to him "before he hears it from someone else" that Sean kissed her. He says "Oh"

There is a funny scene where Amy and Jim are fooling around at the Valenti home and she tells him she signed him up as a fellow chaperone for the prom and when someone arrives home (Kyle) Amy dives behind the bar to hide. Kyle has this quickie conversation with his dad about why he is feeling odd about asking Tess to the prom and his father says that despite all the pros v. cons he's stated that Kyle should be with her or anyone if it will mean something to him not because she's hot, Kyle say "okay" and then "Hi Mrs. DeLuca." It's pretty funny, because, just from looking at Jim's shirt which was half-hazardly buttoned when Kyle walked in, Kyle KNEW Amy was there hiding all along.

Either at the Crashdown OR at the prom there is a funny scene where Kyle talks to Maria about his confusing feelings for Tess. How she is like perfect, everything that he'd usually go for and yet he felt almost as if he shouldn't have asked her to prom. Maria points out Alex, as someone who is of course a great catch, and that despite this she can't be attracted to him. She also teases Kyle that maybe the problem is that Kyle's gay - re his diminishing attraction to Tess.

Liz and Maria talk about how sad and upset Maria is about Michael not showing up and the whole Juanita thing. They BOTH have some funny lines to each other throughout the episode. (There is this whole scene between Liz and Maria post-Sean date where Maria wants to hurl when she realizes that Sean kissed Liz and Liz didn't pull away). Maria says that she and Liz should have gone to the prom together. They both go out onto the dance floor and dance. Liz sees Max turn and leave but keeps on dancing.

So of course, Jim Valenti catches Kyle and Tess in the Eraser Room and Kyle tries to explain that nothing was happening, but Jim just says "OUT!!" Things of course heat up between Amy and Jim in there afterward.

Isabel and Alex are coming out of computer class and he says that he bombed in computer class. Isabel says Alex practically teaches the class and "he says no. He doesn't know what it is, he's got some kind of lock."

Alex in his room and he is wearing teddybear slippers. yes, that's in the script. And Isabel knocks on his window and comes in and of course remarks on them. She tells him that her guidance counselor Ms. Ragsdale told her that she is able to graduate this year and that the prom etc is the last time she'll get to participate. Alex also surmises that Isabel has known about this for like 6 months and that she still hasn't told Max.

Cry Your Name Cut Scenes

- Iz is the last Podster to talk to Alex alive. They are talking about Prom pictures. He asks if he look like death in any of them. - Food is cold Alex has to nuke it. Weird stuff starts to happen. Either Alex takes back over, or Kivar does. Whom ever gets in charge flips out about the other's choice of food. He is wigging' out. the delivery boy can't leave until the slip is signed. I think Alex night be in charge because he is looking around his room saying "ALL LIES" - Someone sends Liz a card I think is it Max. She is touched but not comforted. - Liz has the last line: It means he left me a clue....It means this is far from over. - Alex, is/was being possessed by Kivar, as far back as "We Are Family" - that line where Alex says "sometimes I look in the mirror and I don't even recognize myself" IS supposed to have been a clue.

It's too Late and It's too Bad Cut Scenes

-Michael: Do you care about her?
-Max: That's just it I don't know.
-Michael: You've felt that before, Maxwell. Maybe not with Tess, but you have. And if that's what you're going through, it doesn't matter what I think.
-"Michael slaps his friend on the back, and exits, leaving Max with the pamphlet and A BIG DECISION."

-There is a girl named Marianne Earp. She dresses like one of the dupes. She is working on a newsletter. Called P.E.P.H. Fatalistic Existential Pluralists for Hedonism. Isabel seems intrigued. A lot about Is.

-Liz: Leave the Sweden stuff. I need it.
-Maria: I don't know you anymore.
-Maria leaves Liz goes back to work. There are housing books spread on the table in front of her.

There are also calls for a security guard and Deb.

Maria is fighting with the yearbook editor over the Alex memorial page. Liz is a no show. It ticks off MARIA big time.

-Liz is in the music room thinking about Alex. She seems to be that only one contemplating something was up with his death.
-Liz says Leanna is not Leanna. Liz knows she is/was an alien. She still has the credit card receipt on her.

Liz hunts down computer nerd to decipher the 1s and 0s. They then start looking for an application. The binary itself it pointless until they find it. Max watching from afar.

Max, Tess, Michael, and Iz in desert. Max is flipping out about Liz. He says she is asking too many questions about Alex. He is afraid she will expose them. He orders them to "keep an eye" on the humans. He think she is nuts Alex's death was an accident. This ticks off Iz.

Iz helps new character drag water bottle into the closet. Something strange about this girl not quite sure. She calls Iz Brittany. Points out strange higher archy involving people who play sports.

Max and Tess at school. This scene seems VERY friendly. She gives him her "most prized possession" a poetry book Emily Dickinson. She gives it to him and he is to read it.

After Liz and Sean are looking at Alex's locker the binary is written all over inside his locker. Security Guard catches them. Sean seem to be really supportive. More than most.

There are flowers at the funeral from the host family. But Liz has an idea that she needs to get in touch with them. She has found out that Leanna did not exist. So she wants to check up on the host family. She goes to the florist and gets some CC info on the host family that sent the flowers.

Iz is the one with the housing books in front of her. She is planning for college. She notices the scene where the "jock" is mean to Marianne. (The girl who drug the water bottle into the closet.) But Iz does not help. Marianne notices that Iz doesn't help. She is disappointed.


Max: If that's true then whats all this?
Tess: Just a dream
Max: I'll see you tomorrow.
Max starts to leave.---When do we wake up?
Tess: That is up to you.
(Max Leaves)

Liz is emailing the Swedish embasy photos from Alex's slides. He will look into it. Maria then comes into her room. Apparently Liz missed school to track down Alex. Liz starts to leave to scan the pics and Maria brings up the fact that Liz missed the year book thing again. Liz says Maria has to handle it because she is on to something about Alex.

Next scene is Liz. She is still obsessing about Alex. She finally drifts off. The phone rings. It is the Swedish embassy. The pictures of where he went to schoool fake. The family he stayed with has never heard for him. And the building he had his picture in front of torn down in 1994. Alex never was in Sweden

Driving to the airport Liz realizes that she picked finding out about Alex over listening to Max. She is crying, but determined.

Liz is crying as she gets out of the Taxi. Knowing what she has just given up. MAX and Tess kissing in the desert. THEY ARE NOT IN A CAR. They are "exploring each others bodies"

Liz checks in her bags at the airport. Running for the plane. back to Max and Tess DIRECT QUOTE "Fingers fumble with buttons. Hands grope at clothes. Max kisses Tess more passionately now. He lays her down on the rocks. He moves in and looks into her eyes. She says it is OK. She pulls him to her. Liz back at airport about to get on plane. Hands her ticket to the flight attendant..

Max and Tess HAVE SEX. "Destiny is unfolding Somewhere deep in the night the "V" pattern forms in the sky and pulses brightly"

Liz is stepping on the plane when the cell phone rings. It is the host family Alex stayed with they have never heard of him and there is not proof he was ever in Sweden.

-liz is in deep conflict over alex's death and her knowledge of the granolith's powers
-Max and Isabel fighting over her leaving town (she is Lonnie)
-tess is clingy to max for a major reason and it is not love

Max calls a meeting of the podsquad earlier in ITL&ITB and tells them that they need to start watching everyone (I think he specifically mentions Liz, Maria and Kyle). Isabel gets upset and can't believe that he wants them to start spying on their friends.

in one conversation among all the aliens Isabel says that maybe Liz is right (about Alex's death) and Max shut's her down BIG TIME. He doesn't want to hear it, but Isabel doesn't go out of her way to defend Liz - she just mentions that it might be a possibility.

Baby It's You Cut Scenes

Isabel is helping Kyle experiment with his powers. It’s a funny scene. They’re dreamwalking, sort of, with Miss November on an exercise bike. She asks Kyle who he is. He says, “I am the towel boy, the showers are this way…” They start to go.

Isabel says that she doesn’t need to see that. Kyle tells her to bring a book next way, and she says there are better ways to test out his powers.

Max is a little freaked out, of course. He goes straight to Michael. Michael and Max discuss the relationship while they play basketball. Michael asks how far they’ve gone, and Max replies that they’ve gone as far as they can go, and tells Michael that Tess is pregnant. Michael asks if alien sex is as good as the dupes say. Max says that it is most likely the same as human sex, besides the hour long, floating-in-the-air orgasms. Michael asks if Tess is going to through with it. Max doesn’t know, and Michael says he is there for Max.

Tess is getting herself a snack, some ice cream, and she goes to pour on Tabasco sauce and she stops and grabs the salt instead. She puts salt on the ice cream and then she puts some salt on her hand and licks it and finally unscrews the top of the salt shaker and pours the salt right into her mouth. While she's doing this there is a knock on the door and it's Liz.

When Liz first walks in the first thing Tess says after hello is are you here about me and Max. Liz says no and Tess is sort of taken aback. Liz starts asking her about her powers especially the mind control. Tess wants to know what kind of questions and Liz says whatever she can tell her. Liz asks about the skins and whether they have that power or if other aliens have this power. She asks about the limitation, how long can it work. And then Max walks in and immediately asks Liz what she is doing there. Liz says they are just talking and says she should go. And that’s when Max starts in on Liz.

Max and Tess go to the pod chamber. Tess asks why they are there and Max tells her to get the destiny book - that if they knew how to read it, it would probably have all the answers. Tess wants to know what they are looking for and Max says the answers for what they are getting themselves into. Tess then wants to know what they are getting themselves into and Max says what if she gets sick or if the baby comes and it looks different. Tess says whatever happens that they’ll deal with it. Max asks her if this is what she wants to do and Tess wants to know what he means. Max says that it’s his child too, but it’s her decision and Tess says she’s having the baby. Then she says that they should go out and do something to enjoy their last few weeks of freedom. Max says he thinks he’ll just go home. Tess gets pissed and surprise, surprise she’s suddenly hit with a jolt of pain and doubles over. Max goes to comfort her and puts his hand on her stomach and that’s when he “connects” to the baby. He tells her that he saw the baby and that it’s a boy. Max asks her if she’s ok and she says “I am now.”

Still at the Valenti’s: Tess wakes up and Max is there holding her hand. He gives her some water. He asks her how she’s doing. She says better and asks him if he’s gotten anywhere with the destiny book. Max says he has no idea how to read it and that he feels like he’s letting her down. Tess tells him that he’s the one person that she knows she can count on, that she has faith in him (GAG). Max tells her that when she fell he suddenly realized that he could lose her, that all this time he had thought of her as this person who would wait for him. He says that he’s been taking her for granted and he apologizes (sorry I hate this simile, but there is no other response to that statement). Tess says they should try to work on the book together. Max tells her that she should be resting. She tells him that they were making a lot of progress on his memories when they worked together before and that maybe the way to save their son was within both of them. They sit opposite from each other and hold hands.

Max and Tess come up with memories of a son. They know he is in danger. They are trying to remember more. Doing that holding hands memory stuff. Max and Tess seem more urgent now. Their son is in danger.

Liz and Maria have gone to Las Cruces University. They find Alex's, who was known as Ray to his roommate, room. Maria and Liz do some investigating. They ask ALOT of questions. Alex apparently ate ONLY THAI FOOD when he was there. there is unusual paint on the back of the closet door. Ed (the roommate) says Alex was working in the Universities Super computer lab ALL THE TIME like 20 HOURS A DAY. Plug for Dido in this scene.

Ed tries to ask both of them out. Ed goes to get dressed, he was coming out of the shower. Maria and Liz scrape off the paint and find "Leanna is NOT Leanna"

A student (Percy) at the university confirms that Alex/Ray spent every night working in the “John E. Litvack Quantum Computing Lab”, that has the ability to decode things. Percy says that Litvack gave Alex/Ray permission to be in the lab after it closed at night. Alex/Ray was writing cryptography programs, trying to decipher something. Liz asks if she can guess Alex/Ray’s password.

Percy sees what Alex is trying to decode and says it looks sort of Native American. Michael is staring at the computer screen at the symbols, and they cut to Tess reading the SAME symbols.

Tess is in the Valenti’s living room, looking at the Alien Book. Tess is studying it intensely, trying to decode it. Max comes to the Valenti’s to see her. He has on blue sneakers. Tess tells him that she thinks she has found the symbol for ‘earth’. (She actually hasn’t, but they don’t know that yet.) Tess asks him about his shoes; he looks down and is shocked. He had no idea they were blue.

Isabel and Kyle have a scene where she freezes a pond and skates in the middle of spring, and she lets Kyle live out his fantasy of meeting “Miss November” (a pinup model or playboy bunny).

-Isabel and Kyle talk about Max and Tess being together, and both think it’s fine.

Off the Menu Cut Scenes

Tess suggests using their powers to stop Brody, but Max doesn’t want to expose them and wants to talk to Brody before things go that far. He goes to talk to Brody and tells him that he was abducted like Brody. Brody doesn’t buy it.

Brody has a sudden flash of Max and Tess kissing, and an image of an alien landscape with three moons. He has started to access Larek’s memories. He starts to tell a story about how Tess and Max first met. (Tess whispers: “At a party,”) and Brody says that they were never apart afterwards.

The next day, Hansen goes to Valenti and says that he’s not qualified to be Sheriff. Valenti says not to worry about it, he’ll grow in to the position. At the Crashdown, Liz is serving food when Sean asks her when the date is going to be.

Departure Cut Scenes

They’ve decoded the alien book. It tells them how to get back to the home planet, and they think it also confirms that Tess is pregnant. Max thinks he has to take Tess back to the planet, since the baby can’t survive on earth. He’s very torn and doesn’t want to go.

Apparently Max is fluctuating between being himself and not himself throughout the episode. During one of his ‘himself’ times, he tells Tess that he will go back for the baby, but not for her. He says that he doesn’t love her. Tess storms off.

When Kyle throws a fit about Tess’ pregnancy, Kyle tells Max about "sleeping" with Liz.

A scene with Max and Liz in the Jeep outside the CD was filmed several time and in different ways. Max gives Liz a box, something to remember him by. It’s the alien pendant from season one, but it’s whole, not broken. The pendant has special meaning … Liz says she can’t accept it. Max confronts her about the Kyle/sex thin, and she finally breaks down and tells him the whole story. Max leans over and they kiss. The kiss is full of flashes from the beginning (pilot) to VLV. They separate. Liz asks if Max loves Tess. He says yes, but not in the same way he loves her (Liz). Liz says, “I guess this is goodbye” and gets out of the jeep. In another shot, she kissed him before getting out of the jeep. A tearful Max slumps over the steering wheel. (This was scene number 30, towards the end of the episode.)

-Max tells Michael and Isabel that they have the opportunity to go home. Max and Tess are ready to go, Michael and Isabel are torn. Michael talks to Maria who tells him to go, and Tess convinces the other three that they ALL have to leave.

-Liz and Maria discover what has been going on. Liz has flashes from the pendant which also lead to the epiphany. But Kyle also has something to do with the revelation - perhaps from dreamwalking, perhaps by revealing the salt scarfing Tess was doing, which the women know is an alien PMS symptom.

-Maria and Liz hightail it after the aliens - pounding on the podchamber door to be let in. Liz uses her power to contact Max to let them in.

-Something happens in the podchamber. Tess dies.

-The remaining gang all run outside.M/M and M/L hug etc.

-Morning scene had Tess, Max, Valenti, and Amy. Max was grabbing Tess’ arm and she then stalks off. Max and Valenti argue and Max walks off.

-Scene with Isabel, Max, and Michael. Max runs around from the side of a strange trailer house and jumps into his jeep Bob. They race off.

-Maria and Liz have a scene in the Jetta, driving to the trailer house mentioned above.

Max thinks that he his taking Tess home to have the baby, but in reality they are being duped into thinking they have had sex and are now expecting. Tess discovers this, but goes along with it so that she can get home. Max finds out about this almost too late. Max's mind warp has been happening for a long time.

The book contains instructions for getting home. Along with personal histories, reproduction instructions etc ... The Granolith is a type of transporter; you must have Royal key to use. Someone else is pulling the strings. Expect one or two guest stars that have been on before.

The fake baby/sex is revealed to everyone at the pod chamber.

Whole episode w/ some cut scenes Teaser:
Rocks / Granilith scenes - as scripted.

Act One:
Cut scene – Podsters visit the Valenti home, where Amy is over for a cup of coffee (and “tapping” on her cup), to drop off Tess. Max breaks the “good” news to Valenti about the baby, and Valenti is not very happy that his 17 year old house guest is pregnant.
Cut scene – Max & Tess together in “her” room. She complains about losing her powers (can’t flip a CD from across the room), they talk about Max needing to find Leanna, and then she gets very annoyed when Max gives her a good-bye kiss she and she “sees” he is thinking about Liz.
Cut scene – Michael, Is, & Max leave the Valenti’s in the jeep. Max tries to be the strong one as they talk about how scared they are about what they are returning to.
Crashdown scene - as scripted.
Liz ‘s room scene – cut line of Max trying to start to tell Liz about the baby (stage direction: “He can’t bring himself to say it.”) Cut last half of scene where Liz calls Leanna’s Las Cruses roommate only to discover Leanna is back.
Evans Chinese dinner scene – as scripted.
Valenti and Tess “dad” scene – as scripted.
Max & Liz driving to Las Cruses scene – moved to later.
(This was supposed to be the end of Act One, and the following scenes were originally in Act Two.)
Max & Liz arriving at Las Cruses & crawling through vent scene – as scripted, except the close confines are supposed to be torment for Liz, who is “enraged” and “humiliated” after learning about Max & Tess & the baby in the previous scene… which we haven’t seen yet!
Remaining Max in the vent and Liz figuring out Leanna is human and saving her scenes – as scripted.
Is & Alex at his grave scene – as scripted.
Now we get the Max tells Liz in the jeep scene – as scripted, minus some preliminary awkwardness triggered by a cell call to Max from Tess.

Act Two
Max & Liz Las Cruses Lab scene – as scripted, minus a few lines about the book translation providing the key to how the Granilith works. (Of course, we weren’t supposed to notice or question why they took a jeep trip on the highway between the dorm and the lab.)
Maria at Michael’s scene – as scripted, except the stage direction for the end were quite a bit more graphic.
Kyle & Tess scene – as scripted.

Act Three
Max & Liz jeep scene – we all already know, but… entire explanation of Future max cut. M/L flashes during kiss cut… (but, hey, we got that whole, great Chinese mustard scene!)
Maria & Michael post-coitus scene – as scripted, minus some cute, “not accusatory” lines from Maria about not abandoning the girl who you just had sex with, and how it might have been nice to tell her he was leaving forever before she lost her virginity to him.
Liz throws herself at Sean scenes – as scripted.
Max & Is make a tape for Mom & Dad scene – as scripted.
Max picks up Tess scene – as scripted.
Goodbye Bob & Jim scene – as scripted.
Maria & Liz & Amy scene – as scripted, plus a more obvious Tess mindwarping flashback instead of Liz keying on the George W. T-shirt (from OTM) Amy is holding.
Cut scene – Maria & Liz drive to Valenti’s and discuss the significance of the “tapping” and the idea that Tess has something to do with it.
Kyle remembers scene – as scripted, minus references to the T-shirt being the trigger for Amy.

Act Four
Liz/Maria/Kyle drive to rocks scene – as scripted.
Podsters open pod chamber scene – as scripted (but originally before “Kyle remembers” scene in act three.)
Cut scene – Podsters in Granilith chamber talking about what they will miss. Among other things, Isabel mentions Alex and Tess blurts out “I’m sorry”… and then covers herself by adding “for everything you are going to miss.”
Liz/Maria/Kyle arrive at the rocks scene – as scripted.
Max at the Granilith & Liz/Maria/Kyle out side scenes – as scripted.
Cut scenes – short scene of Podsters at Granilith and L/M/K shouting and banging on cave door.
Michael deciding to stay scene – as scripted.
Michael opens cave door scene – as scripted.
Granilith chamber scene – as scripted, minus Michael threatening Tess and Max protecting her because “she has my son”, and a final exchange between Max & Tess where she tells him she has always loved him, and Max touches her stomach to say good-bye to his son. Note: the line attributing the “deal” to Nasedo was changed/added with the 3/30 revision, so it’s POSSIBLE the original plan was to make Tess solely responsible…?)
The remaining scenes cutting back and forth between inside and outside the rocks are as scripted, although chopped into shorter segments than scripted. The stage directions as Max takes Liz in his arms include “Max moves out to hold her. She lets him. The beginning of reconciliation.”

There is absolutely NO indication anywhere in the script, dialog or directions, that indicates the baby is anything but real. And, those last two lines… Iz’s “What happens now, Max?” and Max’s “I have to save my son” were never changed from the original 3/20 script... so the ending we got was exactly what JK always intended!

-in the version we saw, he got ready to kill her. We got the better ending.
-she apologized (sort of)in the script. They must have cut that to make her more evil
-Max did not touch the spawn goodbye in what we saw. They realized that would undo her being an evil murderess. Since touching her would be like touching Satan.

After the teaser (where Max inserts the rod into the Granilith to start it up) they cut to a commercial; when they return, the following scene was cut:


Start on a hand tapping in a distinct rhythm. Pull back to reveal this is Amy who taps on her coffee cup as Valenti works on an old trailer. He looks at Amy, vaguely annoyed.

VALENTI: You're doing it again. The tapping.

AMY: I am not.

Amy stops tapping.

VALENTI: Sure you're not nervous about something?

AMY: No.

The Jeep pulls up. Max and Tess jump out. Michael and Isabel wait.

MAX: Sheriff, I need to talk to you.

Amy stands there for a moment then, getting it -

AMY: I'll go get a refill.

She exits. Max looks at Tess.

MAX: I'll talk to him. Go rest.

Tess exits into the house. Max takes a beat then just launches into it.

MAX: (cont'd) Tess is pregnant. With my child.


MAX: Sheriff -

VALENTI: You've gotta be kidding. Tess is living here under my roof. She is a seventeen year old -

MAX: (cutting him off) He's dying. Our son is dying. The fetus can't survive on Earth. We found a way to go home. You know, home. We're leaving tomorrow morning.

Valenti just takes this in for a minute.

VALENTI: Max, slow down a second.

MAX: There's someone out there. An alien. She killed Alex.

VALENTI: She killed Alex? I thought -

MAX: There's no time to explain now. (beat) Sheriff, I can't express to you how much you've helped us. Now I need you to do one more thing for me. I have to find her. Alex' murderer. And I need you to take care of Tess until I get back. She's…weak.

VALENTI: Yeah… Of course.

MAX: Thank you.

They walk into the house:


Max enters. Tess looks terrified, sits on a chair.

MAX: You should lie down.

TESS: I think I'm losing my powers. I couldn't flip the CD on from across the room. I do it every day of my life without a second thought. What's happening to me?

MAX: It will be okay.

TESS: Max. I've been thinking… what if you didn't go.

MAX: I'll be back before dawn.

TESS: No, I mean, home.

MAX: What are you talking about?

Tess grows thoughtful.

TESS: Nothing, just Leanna's out there and…

MAX: I'll find Leanna. Don't worry.

TESS: (sadly) Right.

He's about to leave, remembers this is essentially his wife now. He moves to her and kisses her good-bye. On Tess - having a flash (we don't need to see this, just the white flashes and sound effects). She looks at Max, distraught.

TESS: (cont'd) I don't believe it.

MAX: What?

TESS: After all this. After all that's happened between us. You're still thinking about Liz.

Max shakes his head, no, but of course she's right. He also can't stop to have this conversation.

MAX: I have to go.

Max picks up Tess' cellphone.

MAX: (cont'd) I'll take this. Call me if anything happens. Anything at all.

He exits, hold on Tess, looking in the direction he just excited.


Isabel and Michael wait in the Jeep. Max comes out of the door, breaks into a run, jumps in and hits the gas. The Jeep screeches out.


Michael, Isabel and Max.

MICHAEL: Has anyone considered the fact that we're not going back to Pleasantville? Our world is at war.

MAX: We'll be okay.

ISABEL: Max, what does this all mean?

Max turns, faces her. Michael listens.

ISABEL (cont'd) What will we look like? What will our lives be like? Will we be able to taste food? Will we have feelings - joy, sadness, hope… Will we feel anything?

On Michael, silently wondering the same thing.

MAX: Isabel, I know you're scared. I'm scared too. But we belong there. (then) We always knew this day would come.

There's another beat, then:

ISABEL: What will we tell Mom and Dad?

MAX: (beat) I don't know.

On Max, the thought of this pains him.


Next is the scene where Michael and Max go to the Crashdown to talk to Maria and Liz. Max has already left with Liz and Michael has told Maria that he has to see her tonight. The next exchange did not air:

MARIA: I can't. I took an incomplete in History and if I don't finish my term paper tonight Mr. Forentino is going to -

MICHAEL: I have to see you tonight. Forget History.

Michael's resolve is frightening. Maria just nods, her concern growing.


Back upstairs with Max and Liz. Everything was the same until Liz said she was going to see it through to the end. She [Leanna] killed Alex.

MAX: No. I won't put you in danger.

LIZ: Haven't we done enough fighting lately? I'm coming.

Max looks at her. Finally, nods. She goes to her desk and picks up a number. As she dials.

MAX: Who are you calling?

LIZ: Leanna was living in Las Cruces under the name of Jennifer Coleman. Her roommate told me she went home to visit her mother. Maybe the roommate has her parents' number and address.

Someone picks up the phone.


LIZ: Hi. Is this Bonnie?

VOICE ON PHONE: Bonnie isn't here.

LIZ: Who's this?

VOICE ON PHONE: Jennifer. Who's this?

Liz clicks off the phone.

LIZ: Found her.

They look at each other, about to begin their dark mission.


This next scene takes place BEFORE Max and Liz arrive at the dorm in the script, but when we saw it, it was placed AFTER the dorm scene. Also, there were parts cut out:


Max and Liz drive on a wide open road. Max stares straight ahead, silent, the weight of the world on his shoulders. Insert of the speedometer, the needle is red-lining.

LIZ: You're going too fast.

MAX: I don't want to waste any time.

Another beat then…

LIZ: You haven't said a word to me. Max, what's going on?

Max' cellphone rings, he hesitates then finally picks it up.

MAX: Hello?--(whispers) Yeah, are you okay? -- Uh-huh. Good. - Listen, I can't talk now. I'll be back as soon as I can. - Yeah, me too.

He hangs up. The awkwardness is now huger. Max pulls over.

MAX: Liz…there's something I need to tell you. It's about me and Tess.

LIZ: You're together now, I know.

MAX: It's more than that. Our relationship has…we spent the night together.

LIZ: Oh.

She tries to hide the hurt and betrayal she feels at this. But before the full weight can even sink in…

MAX: Liz…Tess is pregnant.

LIZ: She's…

Liz can't even get the word out. Max faces her, pained, knowing there's nothing he can say to ease the shock. With the gulf between them wider than ever.

**** The next part is a small exchange that was left out of the dorm scene. Max has just said he can contain the fire with his powers long enough for everyone to get out of the building.

LIZ: What if someone sees you use your powers?

MAX: They won't

LIZ: Max, this isn't like you. This isn't planned out.

The rest was pretty much as aired except for the way they described Liz getting Leanna out of the room:

Liz races down the hall, approaches Leanna's door and -


Leanna tending to her wound, turns at the sound of a loud rap on the door.


Max hearing the same rap on the door, pulls his hand away from the wiring. Max looks through the vent and sees Leanna answer the door. It's Liz.

LEANNA: Who are you?

LIZ: Get out!

She pulls Leanna out of frame into:


Liz and Leanna roll onto the floor. In the scuffle, Liz grabs Leanna's bloodstained tissue which has fallen out of her hand. As they come up for air, Leanna looks at Liz, angered.

LEANNA: Are you crazy!?

Liz gets up and looks and sees that nothing has exploded in Leanna's dorm room.

LIZ: False alarm. I'm really sorry.

The rest of the scene was the same as aired.

**** Next is the cemetery scene. They cut the introduction when Isabel arrived and Alex first appeared.


Close on Alex' tombstone. A fading bouquet of flowers sits before it. It is lifted out of frame and replaced with a new, beautiful bouquet. Pull back to reveal, Isabel. She sits next to Alex' stone. There's a beat, then we hear:

ALEX: (voice-over) What a waste of time.

She turns and sees Alex.

ALEX: (cont'd) If I had to leave Earth in twelve hours the last thing I'd do is visit some dead guy in a graveyard.

ISABEL: How can I leave now? I haven't even lived.

The rest of the scene was as aired.

**** Next is the scene where Liz and Max exam Leanna's blood cells under the microscope. The scene took place at the Las Cruces Biology Lab, per the script, but since they changed the order of the jeep scene, we assumed it was the high school. There are a few minor differences with the dialogue and a few cut exchanges, scattered throughout the scene so I'll just type it all, rather than trying to pick out the differences.


Liz takes a slide of Leanna's blood and inserts it into a microscope.

LIZ: If I were an alien and I were having trouble threading a needle, I probably would've just used my powers to do it. And I probably wouldn't need a needle to begin with. I'd probably just zap my blouse the way Isabel does.

Liz looks into the microscope. INSERT SHOT: Human blood cells.

LIZ: (Cont'd) These are human blood cells. Take a look.

Max looks into the microscope. Looks up -

MAX: If Leanna was innocent. Who killed Alex?

LIZ: I don't know.

MAX: Damn. Liz, we have to know. You must have some idea who it could have been.

LIZ: Whoever did it was setting up an innocent girl. We have to start over. We have to start from the beginning. Find her or him before she kills anyone else.

Max looks away from her. He can't face her. We see his face, the pain he has over this. Then, finally:

MAX: Liz, I can't do that. I don't have time.

LIZ: What are you talking about?

MAX: Tess' child. Our child.

LIZ: That's your personal life.

MAX: He can't survive here. He's dying. (beat) We're leaving.

LIZ: Leaving? Where?

MAX: We're going back.

Liz looks at Max, figuring out what he means. Then she points her index finger in the air and looks at him questioningly. Max just nods.

LIZ: How?

MAX: The translation you found. It told us how to use the Granilith to get home. The alien crystal Michael found is a key.

Liz takes this all in. All of it. Then some more of it. She tries to maintain her composure.

LIZ: (simply, covering her emotion) So when are you…When is this happening?

MAX: Tomorrow. Just after dawn.

LIZ: Max, you can't leave before this is resolved.

MAX: Liz, the way the Granilith works -

LIZ: I don't want to hear about how the damn -

MAX: I know you don't.

LIZ: You cannot leave us with a killer our there. You can't!

MAX: I don't have a choice.

LIZ: Not anymore. You had a choice! And then you got Tess pregnant.

MAX: I know you're upset.

LIZ: Upset!?

MAX: More than upset.

LIZ: I trusted you. I gave you everything. Since we met. I jumped off bridges. I broke laws. I risked getting shot. (beat) I trusted you. And then you go off and…and…and…and…with Tess. I saved myself for you.

MAX: You saved yourself?

LIZ: Yes!

MAX: But you slept with Kyle.

Liz is stopped in her tracks. She is suddenly silent. Tortured. Max looks at her, gleaning something isn't right here. How could she simply forget that she lost her virginity? Liz, however, does not want to discuss it.

LIZ: Take me home.

MAX: Liz?

LIZ: Just take me home.

She puts a period on it.


This scene with Michael and Maria aired pretty much as scripted, with a few minor differences, but since it's my favorite, I'm typing the whole thing! ;-)


Maria, a bit trepidatious, not knowing what to expect, knocks on the door. The door opens revealing a cleaned up Michael. Hair combed, shirt tucked in, close shave. The works. Maria looks past Michael…

MARIA: Michael…

She walks inside to see the apartment. Candles are lit all over the place. She is moved, awed, and somehow worried. Why? She looks over to the kitchen where food is cooking.

MICHAEL: I know you like Italian, so…

Maria just nods. She walks to the table, adorned with tablecloth and flowers, and set for two. She lifts one of the plates, it has a big picture of Scooby Doo.

MICHAEL: I know Scooby's your favorite.

MARIA: Michael what's this all about?

MICHAEL: Sit down. Let's eat.

MARIA: No. Michael. What's this all about?

Michael just looks at her for a beat, then:

MICHAEL: Sit down. Please.

Maria sits down on the couch. He sits down next to her. There's a long beat. Michael considers what he's about to say, then:

MICHAEL: (cont'd) There's a lot about you, Maria. There's a lot about you. (beat) But I think what means the most to me is that you're open. You know. I look into your eyes and I see you. What you're thinking. Feeling. How much I mean to you sometimes. How much I piss you off sometimes. But the thing is I can always see you.

MARIA: I see you too.

MICHAEL: No. You don't. You don't see me. That's what I wanted to talk to you about tonight. (beat, then) Maria, you know, that whole thing when Max and Liz would kiss, and Liz would get those flashes. And when we kissed you didn't. I know how much that hurt you.

MARIA: That's okay, Michael, that doesn't matter to me anymore.

MICHAEL: The reason why you didn't get those flashes is that I didn't let you get them. I didn't let you see me. I've never let anyone see me. Because there are things inside of me I don't want people to see. Things I'm not so proud of. But I've thought about it, and I want you to see me tonight.

Michael reaches out his hands.

MARIA: Michael, you don't have to do this.

MICHAEL: I want to. (then) Take my hands.

Maria looks at him, reaches out and places both hands in his. After a moment we favor Maria's face as she sees, FLASH, FLASH -


--YOUNG MICHAEL, naked, alone in the desert, walking…[existing footage?]

--YOUNG MICHAEL cowering as Hank, his foster father comes after him with a belt. [to be shot]

--YOUNG MICHAEL running through the trailer park at night, his ripped T-shirt revealing fresh bruises on his back. [to be shot]

--YOUNG MICHAEL holding hands with Young Max and Young Isabel in the desert. [existing footage]

--MICHAEL watching Max and Isabel with their family through the window [existing footage]

--MICHAEL breaking down in front of Maria [Independence Day]

--Maria through Michael's eyes, floating in air, a goddess…


They look at each other. Maria's eyes fill with tears.

MARIA: Michael…

MICHAEL: There's something I need to…

She takes her finger and puts it over his lips, shushing him. Then she moves to him and kisses him. A deep, soulful burning kiss. They fall down on the couch, holding each other, kissing, stroking, both never wanting to let go. Clothes start to get unbuttoned, pulled off…Too late to stop now.


There were just a couple of differences in the scene where Kyle brings Tess flowers. According to the script, when he sat on the bed, he started the rhythmic tapping again. Then at the end of the scene, after she mind warps him, they left out her last words. Here's how they describe the mind warp and the exchange that followed:

Tess grabs Kyle. When he turns they are eye to eye, inches apart. Tess in her weakened state breathes deep, and closes her eyes - mindwarping Kyle. It's not easy for her. She is losing her powers. Kyle looks at Tess.

TESS: (cont'd) What were you just saying?

KYLE: Just that I'm going to really miss you.

TESS: I'm sorry I'm leaving. (she hugs him) I'm so sorry for everything.

Tess truly, deeply feels these words. As we see Kyle tapping his fingers silently against her shoulder in that familiar rhythm…


Next is the scene where Max asks Liz if she slept with Kyle:


Max and Liz sit out front in the Jeep. They face forward. No matter what divisions there are between them now, they are both faced with having to say good-bye to each other and it's making them both think about what they still feel for each other. Max removes the Pendant from his pocket. (The Pendant from their planet they found in season one.)

MAX: I always thought when we graduated I'd give you my ring. It looks like I won't graduate so... This is something from...where I'll be.

LIZ: (quiet, sad) I don't need anything to remember you, Max. I need something to forget you.

MAX: Please

She takes the pendant. Holds it in her hands, looks at it.

LIZ: (quiet, sad) I can't believe that this is what I have of you. I can't believe it. After everything.

Max looks at her, he just has to know:

MAX: Liz, you never slept with Kyle, did you?

There's a long, long pause. If she's not going to tell him now, then when. She begins to tell him the story, she speaks simply, without anger.

LIZ: You came to me, Max. You came back from the future.

MAX: What are you talking about?

LIZ: You showed up from fourteen years in the future to tell me the survival of the world depended on you and Tess getting together. That I had gotten in the way.

Max takes this in...

LIZ: (cont'd) In this other life. This life that will never happen. We got married. We eloped to Vegas when we were nineteen.

MAX: That vision I had of us married in Vegas--

LIZ: Was real. Yeah. Anyway, I had to find a way to get you to stop loving me, Max.

Max looks at her, destroyed.

LIZ: (cont'd) And it was impossible. You were like this stubborn mule. Finally, I arranged for you to see me and Kyle together. It was the only way I could think to get you to move forward with Tess. (beat) I guess it worked.

MAX: Oh my God...Liz...

But there's nothing else for him to say...

MAX: I wish...I wish this all could have been different. I wish that so much.

Max looks in her eyes, she looks at him. Something comes through in this look. The love that got all this started to begin with. Max just moves in and kisses her. They kiss, deeply, soulfully and we

FLASH FLASH -- Images of Max and Liz. The gamut of emotions they have been through. He heals her. He points his finger "north". Their first kiss. Jumping off the bridge and running for their lives. He sees her with Kyle. Dancing in Vegas.

They break apart. Look at each other.

LIZ: I guess this is good-bye.

A silence fills the Jeep. She knows she has to get out of there.

LIZ: Just tell me one thing. Do you love her?

There's a long beat, then:

MAX: Not like I love you.

Her eyes well up. There's nothing left to say. She gets out of the Jeep and he watches her as she disappears into Crashdown. When she's gone, he breaks down.

**** Back at Michael's apartment, there were quite a few exchanges between them that were cut, so I'm typing the whole scene.


Michael and Maria lay naked in the sheets on his mattress bed in the afterglow.

MARIA: I think we just took a giant step forward in human-alien relations.

Michael smiles, but there's something else on his mind.

MARIA: (cont'd) I love you, Michael.

Michael hears this, she couldn't be making this worse.

MICHAEL: Yeah. Me too.

She takes his hand, intertwining all their fingers. Michael doesn't know how to say this so…

MICHAEL: (cont'd) Maria. I have to leave.

MARIA: What?

MICHAEL: Something's come up.

MARIA: Michael, let me explain something to you about how we humans deal with sex. The man stays and pretends to like to cuddle. It's like standard.

MICHAEL: No. I mean, I'm leaving. Max, Isabel, Tess and I are going home. We have to.

Maria starts to understand. On her face we see the hurt… and the smile covering the hurt…

MARIA: Yeah, I know… Like eventually, right?

Michael closes his eyes, summons his strength…

MICHAEL: We're leaving in a few hours. We have to. I have no choice. (beat) Maria, I didn't mean for this to happen but I'm glad it did. You know, to have the memory to take with me.

Maria takes this in. Nods. Tears stream down. She sits up, pulling the sheet around her like a little girl would.

MARIA: (through tears, not accusatory, simply) So for future reference. Another earth custom, not that it's relevant to you anymore. If you're leaving forever, you might want to mention that before a girl loses her virginity to you.

MICHAEL: Maria, I can't argue with you know. I can't. I don't want to leave you, I don't But this is something we both knew would happen. I have to go. I don't have a choice. It's my home.

They lay there for a long beat. Tears streaming down Maria's face…

MARIA: How long do we have.

MICHAEL: About an hour.

And they fall into each other's arms, holding each other.

**** The scene in Isabel's bedroom, where she's sobbing uncontrollably, is the same up until Max tells her "Your my home." Then there's a beat and he adds:

MAX: So I would say I really wouldn't want to go anywhere without you. (beat) But, Isabel, this is a decision you have to make yourself.

Isabel nods and breaks into an ironic simile.

MAX: (cont'd) What?

ISABEL: The one time I want you to boss me around you suddenly give me the choice.


There are a few differences in the scene with Liz and Sean. He was drinking an OJ and reading a comic book before Liz knocks on the door. And supposedly buttons were to be unbuttoned while making out on his bed.


The scene where Max and Isabel tape their good-byes to their parents is the same except for this exchange at the beginning.

MAX: Mom. Dad. I know you think that we died in a car accident.

ISABEL: But we didn't. We're alive. We've just gone to another place. Back to where we came from.

Then Max goes on to say "We know that on some level you knew this.", etc.

**** In the scene where they say goodbye to Valenti, it was NOT in the script for him to hug Isabel and Tess. I'm glad they added that.

**** In the scene in Maria's bedroom, Liz was supposed to be curled up on her floor, not on her bed. The rest aired as scripted until Liz sees Amy drumming her fingers and flashes to Kyle and Alex. In the script, she grabs the T-shirt Amy is holding and realizes it's the George W T-shirt she was selling at the UFO Center when Brody held them hostage and Tess mind warped Amy. She has the exchange with Maria about it being Tess and that they have to go to Kyle and as they are running out the door Amy calls out…

AMY: Hold on you two. Where the hell do you think you're going?

MARIA: Need the Jetta, Ma!

AMY: No!

**** There was an entire scene in the Jetta, on the way to Kyle's, that was not aired.


Maria drives. Liz shotgun.

LIZ: Faster.

MARIA: Liz. For the last time. A Jetta, is a Jetta, is a Jetta. Now fill me in. What the hell just happened to my mother?

LIZ: (to Maria, whisper) She started to remember everything that happened in the UFO Center the day Brody freaked out.

MARIA: Tess mindwarped her so she'd forget.

LIZ: The mindwarp must have been breaking down. That tapping must be some sort of side effect that happens when the mindwarp wears off.

MARIA: Oh my God, that's the same thing Kyle was doing in the Crashdown before.

LIZ: And Alex was doing it the day he was killed.

MARIA: Are you saying Tess had something to do with Alex's death?

LIZ: Maybe.

The Jetta slams to a stop onto the sidewalk of the Valenti house. Liz and Maria run out.

**** Minor difference when the Royal Four open the wall to the pod chamber; they didn't show that when the wall closed again, the silver hand print disappeared.

**** The only differences in the scene where Kyle remembers what happened to Alex is a brief exchange between Kyle and Liz (below) and that after breaking the glass he was supposed to touch the mirror (the trigger).

KYLE: So what are we doing in here?

LIZ: Trying to find the trigger. The trigger for Maria's mom was the T-shirt. When she saw the T-shirt it made her remember everything that happened that day in the UFO Center. For Alex it must have been the Thai food. It made him think of Las Cruces.

KYLE: I thought we already found Alex' killer.

LIZ: I did too. But we didn't. Kyle, please. If Tess mindwarped you it was for a reason. It could tell us everything.

KYLE: So, I'm supposed to look around the room and…what?

LIZ: I don't know. See if you have an unusual response to anything.

The rest aired pretty much as scripted.

**** There was an entire scene not aired of the Pod Squad in the Granilith Chamber discussing what they would miss about Earth.


The alien clock ticks down. The final dozen or so dots. Michael, Isabel, Max and Tess sit around the Granilith. Michael and Isabel stare at the clock transfixed. Max holds Tess in his arms. Max has one eye on the clock as well. Tess lays, stone-faced. There's a long silence, then:

MICHAEL: Cheeseburgers. (beat) I'll really miss cheeseburgers.

Max' eyes look at Michael. Tess continues to stare up, not participating in this. Then…

ISABEL: Jumping off the tire swing into Hanson Dam in summer.

MAX: Kids.

They look…Max has been listening to all of this.

MAX: (cont'd) Kids you don't even know, smiling at you. Those incredible smiles. Those eyes.


MAX: And Dad.

ISABEL: That golden retriever puppy the Harrison's just got.


They are all silent. On Max, thinking about Liz.


On Tess, her face barley able to contain her emotion.

TESS: I'm sorry.

They all look at her. Then, covering:

TESS: (cont'd) For everything all of you are going to miss.

The colors of the granilith change. It seems to kick into another gear. Michael looks at his watch.

MICHAEL: Seven minutes.

They all look at each other.

**** The next scene is Liz, Maria and Kyle arriving, then cutting back to the granilith chamber where Michael says "I can't go". There reactions were slightly different:

Max just looks at him. They all do. On Isabel, how this is affecting her…

MAX: (surmising) Maria…

Michael's response about home being on Earth and all that followed was the same until they cut back outside. It was similar but a little different than aired:


Liz finally stops yelling at the wall. She collapses on the ground defeated and suddenly…


The door begins to open. They stand there and watch as Michael is revealed. The moment of, Maria seeing Michael there. Michael seeing all of them there. Liz runs in. Kyle follows.

LIZ: Max!

MARIA: (to Michael) Tess killed Alex.


MARIA: We know it! We know it, Michael.

Michael turns, bolts back toward the chamber…


Max holds his hand up to the Granilith. His body begins to liquefy, dissolving into the Granilith…when he hears a desperate, sore throated, cry:

LIZ: (off stage) Maaaaaaaaaax!

Max turns. At the entry to the Granilith Chamber

LIZ: (cont'd) Stop!

Max lowers his hand, rejecting himself from the Granilith. He falls out onto the floor.

Liz runs to Max on the ground.

LIZ: (cont'd) It was Tess. Tess killed Alex.

Michael runs in and holds his hand up to Tess as if to kill her. Max jumps in front of Tess, so he is between her and Michael.

MAX: She has my son.

Now everyone has gathered. Michael puts down his hand. Max standing next to Tess, looks to Maria, Liz and Kyle.

LIZ: She mindwarped Alex and sent him to Las Cruces to de-code the book. He broke out of the mindwarp and she killed him.

The rest was the same as aired until Max told them all to leave and he and Tess were alone:

TESS: You know what amazes me Max? You believe her. Without question. Why is that, Max? How can she mean so much to you…and I mean so much…so much less…?

Max holds her eyes for a beat.

MAX: Did you kill Alex?

The rest was the same until:

TESS: See that? Look how fast you jump to her defense. Why couldn't you ever feel that for me? I'm your wife, Max! I'm carrying your child.

MAX: (beat, realizing) That's what this is all about, isn't it? Our child. This was all some kind of plan to get pregnant and go home, wasn't it? Home to what, Tess? To Kivar? To our enemies?

The rest was the same until:

TESS: If you kill me, you'll kill our son. (beat) I tried to stop you from coming with me, Max.

There's a long beat. The last few dots on the clock are ticking away. Max must decide what to do.

MAX: Go. (beat) It's the only way for my son to survive.

Tess looks at him, his resolve. Nods.

TESS: I do love you, Max. I always have.

Max moves to her, places his hand on her stomach, as if to say good-bye to his child.

TESS: Maybe now you'll have what you've always wanted. To be human.

MAX: I said go. (beat) But this isn't over, Tess. Not by a long shot.

A guitar begins to strum… Tess lifts her hand to the Granilith "door" her body seems to momentarily liquefy as she passes through the portal. She appears before Max within the Granilith chamber (as we saw Future Max in End of the World.) Max takes a last look at her. The final dot clicks off the clock. The Granilith begins to shake. From within the Granilith Tess mouths: "I love you." As the lyric kicks in, Max runs toward the door and out through:


The rest is the same until they all run down hill. Max leads them to safety behind the face of a rock. When they settle, Max is near Liz. The song builds.

MAX: You saved our lives. All of our lives.

She doesn't say anything…

MAX: I've been really wrong about a lot. I was really right about one thing. To get you into my life. To be around you. To love you.

Liz stands there for a long beat… then looks at Max. Max moves out to hold her. She lets him. The beginning of reconciliation.

On Maria and Michael.

MARIA: You opened the door. You came out. Why?

Michael looks at her, his look says everything.

MARIA: (cont'd) You stayed for me.

The rest was the same as aired.

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