Blood Brothers


(In a hallway in school)

LIZ: What is it?

MAX: She's out.

LIZ: Who is?

MAX: Miss Hardy. She's absent. Stomach flu. And since we both have fifth period lunch, we have close to 2 hours off.

LIZ: Well, we don't technically have fourth period off just because Miss Hardy's out.

MAX: There's something I want to show you.

LIZ: Ok, let's go.

(Max and Liz are cruising down a road)

LIZ: This is so cool.

MAX: It's the old highway. My dad used to take this when we drove to Albuquerque.

LIZ: I never even knew this place existed.

MAX: I just thought we should do something, you know? Something normal, for once. Things have been so...

LIZ: Yeah, I know, insane.

LIZ: Oh, my God. I love this song.

MAX: Me, too.

VOICEOVER: Have you ever had a moment when you're with the one person in the world you want to be with and the wind is blowing through your hair and the song that just describes your entire soul happens to come on, and then the person that you want to be with happens to love the same song and suddenly you realize you're listening to it together? And that no matter how crazy your life has gotten there's this one moment...this perfect moment...where you could just say that no matter what happens, nothing can take this moment away from me...

(A horse appears in the road ahead)

VOICEOVER: And then, something does.

(Max swerves to avoid hitting the horse and the jeep crashes into some bushes on the side of the road. Max's head is resting against the steering wheel and he isn't moving)

LIZ: Max? Max? Oh, my God.


(Opening credits)


PARAMEDIC 1: Blood pressure 124 over 84.

PARAMEDIC 2: How do you feel? Ringing, any buzzing?

LIZ: No, I'm fine. Is he gonna be all right?

PARAMEDIC 1: We can't know for sure, but his vital signs are good.

(At school in hallway)



(There is an awkward silence)

MICHAEL: Better go. I'm gonna be late for class.

MARIA: You're avoiding me.

MICHAEL: I'm not avoiding you.

MARIA: Oh, the classic signs, Michael. Not looking me in the eye, lying about motives...

MICHAEL: You know what? Fine. If it's gonna shut you up, I am avoiding you. Watch me continue that thought, all right?

(Maria's cell phone rings)

MARIA: No way. Stay.

(Maria answers the phone)

MARIA: Mom, I told you to stop calling me...

LIZ: No, it-it's me. It's me.

MARIA: Liz? Gotta get back to you, babe.

LIZ: No. Look, there's been an accident with me and Max.

MARIA: You and Max are in an accident?

(Michael grabs the cell phone)

MICHAEL: What the hell's going on?

(At hospital)

DOCTOR: What do we have?

PARAMEDIC: 16 year old male. Victim of an MVA with a blunt head trauma and a loss of consciousness. GCS 2-3-4. BP 124 over 84, pulse 90, respiratory rate 16.

DOCTOR: Get him in 1. You were with him?

LIZ: Um, yeah.

DOCTOR: When did he lose consciousness?

LIZ: Uh, right after the accident.

DOCTOR: What's your relationship?

LIZ: He's my friend.

DOCTOR: Has he been ID-ed?

PARAMEDIC: Yes, sir.

DOCTOR: Contact his parents right away. Get him on a monitor. We need some blood tests. Get me a CBC and a spot 12. And draw blood for a trauma panel.

(In hallway at school)

PRINCIPAL: Miss Topolsky. We were just notified that we have students in the hospital. They were in a car accident.


PRINCIPAL: Max Evans and Liz Parker were taken to Roswell Memorial. I'll inform you as soon as I have an update.

TOPOLSKY: Why don't you let me stay on top of it? I know these kids. I want to make sure everything's ok.

PRINCIPAL: Thanks a lot, Miss Topolsky.

(Topolsky makes a call to Agent Moss)

MOSS: Hello?

TOPOLSKY: Get to the hospital. Now. We might have a opportunity.

(Isabel and Michael walk into the hospital to Max's room)

ISABEL: Oh, my God. Max. Max. What happened?

LIZ: We were on the old highway. There was this horse but Max swerved to avoid it and then we crashed.


SUSAN (the nurse): There's too many people here.

ISABEL: I'm his sister.

SUSAN: No one's supposed to be here.

(Michael turns on his charm. It appears Susan is attracted)

MICHAEL: I realize you're just trying to do your job, but we're all in shock right now. I'm really sorry.

SUSAN: Just keep it low key.

MICHAEL: Thank you...Susan.

(Susan walks off)

MICHAEL: I'll get the blood.

(Agent Moss goes into a door marked "Hospital Personnel Only")

ISABEL: They can't get that blood.

LIZ: So I don't get it. What have you guys done before?

ISABEL: Nothing like this has ever happened before.

LIZ: But what about when you guys get sick?

ISABEL: We don't get sick. We need blood. We'll take some of yours and replace Max's with it.

LIZ: It can't be mine. They can tell male from female blood.

ISABEL: Then we need to find a guy.

(At school, Alex is speaking to a group of potential musicians)

ALEX: See, I mean, my point that there's no garage band scene here at Roswell, you know? Which makes for a potential genius situation. I mean, we could start an entire music scene, you know?

LESTER: I think I'm tone deaf.

ALEX: You are tone deaf, Lester. That's why I was thinking the drums for you.

(Maria interrupts)

MARIA: We need your help.

ALEX: Ok, I'm making a point here. The point here is, musicians get the ladies.


(Maria drags Alex away)

(Susan looks over the blood samples for review and then leaves the room. Agent Moss, disguised as a medic, comes in and starts searching the blood samples)

(Maria and Alex arrive at the hospital and enter Max's room)

MARIA: Oh, my God.

LIZ: Alex, I need you to do me a huge favor.

ALEX: Of course. Anything.

LIZ: I need your blood.

(Susan comes back to find Agent Moss looking through the blood samples)

SUSAN: What are you doing here, medic?

MOSS: Sorry.

(Alex looks a bit scared as Liz is about to stick a needle into his arm)

ALEX: Ok, I have any number of reservations at this particular moment.

LIZ: No, it's fine, Alex. I volunteered here last summer. I saw them do this a thousand times.

ALEX: Oh, God. What are you people hiding?

LIZ: I'll tell you everything later.

ALEX: Ok, look. I know best friends are supposed to trust each other on everything...

LIZ: Alex, I can do this.

MARIA: Incoming!

(Isabel grabs the needle)

ISABEL: Here, Liz. It'll be best if you don't look.

(Isabel draws some of Alex's blood as Alex shuts his eyes in anticipated pain)

LIZ: Thank you, Alex.

MARIA: Come on, let's go!

ISABEL: This'll sting a little.

(Back in the blood analysis room)


SUSAN: Can I help you?

MICHAEL: I wanted to talk to you in private. I was wondering if you'd like to go out with me...on a date sometime.

SUSAN: You seem a bit young.

(Michael switches a tube filled with Alex's blood with the tube with Max's blood)

MICHAEL: Age doesn't matter to me. I mean, besides, you know, I've always been more mature than most people I know. I've always found it easier to relate to a woman. They have so much more in common. They understand. Girls my age, they just don't do it for me, you know? I can't relate to them. But a woman like you on the other hand...

SUSAN: Something isn't right.

MICHAEL: It's not?

SUSAN: I appreciate the thought. I really do. But I can't do this.

MICHAEL: I understand.

(Michael turns to leave)

SUSAN: Hey, call me when you turn 18.

MICHAEL: I will.

(In hospital lobby, everyone is waiting for an update on Max)

LIZ: Alex...maybe you should go home.

ALEX: Liz, what I just did I could get arrested for. And that's all you have to say to me? Any of you?

LIZ: Alex...

MICHAEL: She said go home.

ALEX: Well...great new friends you've made, Liz.

(Alex walks off and Liz follows him and Michael starts to follow Liz)

MARIA: Hey, hey. She's not gonna tell him. Just give her a second.

LIZ: Alex, wait...

ALEX: I've been waiting, Liz. And apparently I'm not gonna get an explanation.

LIZ: It's complicated, ok?

ALEX: No no. It's not ok, Liz. None of this is ok.

LIZ: Alex, look, you've gotta trust me--

ALEX: What is it...drugs? Is that what this is? You and Max go out for a drive. He gets wasted, almost kills you both. That's what I'm covering for, isn't it?

LIZ: Alex...

ALEX: You can't use Michael's blood because he's just as high. So who do you call? You call on your buddy Alex. Stupid, straight Alex who does everything you say cuz he's such a loyal friend that you lie to and you use whenever you can.

LIZ: It's not true.

ALEX: Then tell me the truth, Liz. For once.

LIZ: You're right. It's drugs.

(Alex walks off frustrated)

ISABEL: He's awake.

(In Max's room)

MRS. EVANS: Max, you have no idea how much you terrified me.

MAX: Sorry, Ma.

DOCTOR: It's some recovery.

MAX: I guess I got lucky.

DOCTOR: You didn't seem so lucky a couple of hours ago. You sure you feeling ok? No dizziness? Headaches?

(Max shakes his head)

DOCTOR: Good. Your son is fine.

MRS. EVANS: Oh, thank God.

DOCTOR: I still recommend that we keep him overnight. And I can schedule an MRI in the morning.

MRS. EVANS: Yes, of course.

MAX: Mom, I'm fine. I don't need any tests.

MRS. EVANS: Honey, we'll leave it to the doctor, ok?

MAX: Please, I have a ton of schoolwork. Really, I feel fine. Mom, I just...I don't wanna stay here.

DOCTOR: Ok. Have him take it easy for the next few days. And if you feel any dizziness, anything unusual, you contact me right away.

MAX: Yeah.

DOCTOR: All right.

MRS. EVANS: Thank you, doctor. Thank you.

DOCTOR: You guys can come in now.

(Isabel, Michael, Liz, and Maria come in)

ISABEL: Mom...

MRS. EVANS: Hi, honey. He's gonna be fine.

MICHAEL: Heard you saved Mr. Ed.

MAX: Yeah.

LIZ: You ok?

MRS. EVANS: Hello.

MAX: Mom, this is Liz.

LIZ: It's nice to meet you.

MRS. EVANS: It's nice to meet you.

(In a hallway in the hospital)

LIZ: I was so scared.

MAX: I'm ok.

ISABEL: Let's go. Mom's waiting in the car.

MARIA: Oh, my keys are in my purse on the table in Max's room. We were in the middle of a crisis, remember?

MICHAEL: I'll go get it. Get him to the car.

(Michael sees the silhouette of someone who looks like he's searching for something. He pulls open the curtains to find Agent Moss and the other agent disguised as medics looking through the trash)

MICHAEL: Forgot her purse.

(In Max's room at home)

MICHAEL: I'm telling you it was the same guy. The one that followed me into the Crashdown the other night. He was going through the garbage. And the other guy, the one I saw looking for blood, he was going through Max's charts.

MAX: There's nothing for them to find.

MICHAEL: This time. But this is the closest call we've ever had.

MAX: I'm sorry...

ISABEL: It wasn't your fault, Max.

MICHAEL: I didn't say that. But somebody's closing in on us. And unless we do something about it...

ISABEL: The only thing we can do is run.

MICHAEL: No, that's not true. We can figure them out before they figure us out.

ISABEL: This is already so out of control and you just wanna make it worse?

MICHAEL: I wanna know my enemy. That's the only chance we'll ever have.

(In an alley at night, Topolsky stops to get briefed by Moss)

TOPOLSKY: Interesting day. So how'd it go?

MOSS: There was a blood test. It came back normal. I think something might've happened.

TOPOLSKY: What do you mean?

MOSS: Well, there were 5 of them. And they kept coming in and out of his room a lot.

TOPOLSKY: Doing what?

MOSS: I'm not sure. But they brought another one in. Tall kid, kind of wiry.


MOSS: I think they switched blood samples.

(At school during lunchtime. Alex takes a seat next to Kyle at an empty table)

ALEX: Hey.

KYLE: Oh, hey, look. A spy.

ALEX: No, I'm just eating.

KYLE: Yeah, right. Liz sent you to find out whether or not I told anybody anything, right?

ALEX: No, it's that there was no one else to eat with... Wait, told anybody what?

KYLE: You know what hurts the most? It's that she sent the B-team. I mean, you. Not even Maria. Tell you what, Alex. I'm gonna send you back to headquarters with a little message. You can tell Liz that i'm tired of being lied to. She's not the girl I thought she was, and she's turned into some kind of...

ALEX: Stranger?

KYLE: Oh, you're good. That whole simpatico tactic. Sorry, but this fish won't swallow that bait. You really think I'm gonna believe that Liz didn't let you in on her little secret? I'm not that stupid.

(Max and Liz are window shopping and looking around for Agent Moss)

MAX: Just look in the window like you're shopping. Ok, he's there. Now laugh, like I just said something funny.

LIZ: (laughs) Max...

MAX: We can't let him think we've seen him.

LIZ: Do you really think this is gonna work?

MAX: There's only one way to find out if he's really following us.

(Max and Liz enter the UFO Center)

SPEAKER: Flying saucers are real. There are 4 major conclusions after 37, almost 38 years of study...the 1st of the evidence is overwhelming that the earth is being visited by intelligent people in extraterrestrial spacecraft. In other words, some UFOs...

MAX: Let's go.

SPEAKER: I think the truth is somewhere. I don't know where. I do think that this is going to be an ongoing situation until our federal government says, "look, we admit it. Here's what actually happened. Here's where the material went, and here are the results of our findings."

MAX: We did our part.

(Outside the UFO Center Maria, Isabel, and Michael are waiting for Moss to tail him)

MICHAEL: There he is.


MICHAEL: What, you think I'm wrong?

MARIA: No, he's just so avoidable.

MICHAEL: If we didn't need your car...

ISABEL: There's nobody around for a couple of blocks. I think we're safe.

MARIA: Safe is not the word I would choose.

ISABEL: Safe to follow him.


MICHAEL: But not close.

MARIA: Relax. God, you guys act like I've never tailed someone before.

(Maria drives in reverse)

ISABEL: Subtle, he'll never notice us going backwards.

(Outside a motel)

MARIA: How long is this gonna last? Us waiting here like this?

MICHAEL: Why? You got a date?

MARIA: Maybe.

ISABEL: You know, I'm the one who should be complaining, stuck out here with you two.

MARIA: He is never gonna leave that room.

(Moss comes out of the room)


(Isabel, Maria, and Michael duck as Moss drives by)

(In a hallway in school)

LIZ: I'm really late for English, and I have to cover for Maria.

MAX: I...I have Trig, so...

LIZ: So I guess I'll just see you after school at the Crashdown. Hey. Um, maybe you could stay for dinner. You know, Blue Moon Burger, Saturn Rings, and a Mercury Milkshake for $3.99.

MAX: Sounds tempting. But I should probably get home. Mom thinks I'm still recuperating.

LIZ: Yeah...when I saw you in that car, I thought you were... It was like I couldn't breathe, you know?

MAX: I never got a chance to thank you for what you did at the hospital.

LIZ:It was Alex who did it. He really came through. He always does. Max?

MAX: We can't...tell him.

LIZ:I know.

MAX: But we have to tell him something.

LIZ: You mean lie.

MAX: Isabel saw him talking with Kyle today.

LIZ: He saved your life, Max.

MAX: Look, I know it's hard, but, please...

LIZ: I already told him that it was drugs...over at the hospital.

MAX: Did he believe you?

LIZ: I think so.

MAX: Liz. I am so sorry.

LIZ: I guess these are the things you do when...when you feel a certain way about someone.

MAX: I guess.

(Liz enters English class)

(At the motel, Michael and Maria are breaking into Moss' room)

MARIA: I still don't understand why I have to do this.

MICHAEL: I told you I need a lookout.

MARIA: Isn't that what Isabel's doing?

MICHAEL: Ok, so I need 2 lookouts.

MARIA: You don't trust me. That's it, isn't it? You don't trust me. You give Isabel the real job because I...

MICHAEL: You're gonna get us caught is what you're gonna do. Now stay watch and shut up.

MARIA: This is the second time you've dragged me to some cheap motel.

MICHAEL: Yeah, well, don't spread it around. You'll ruin my reputation.

MARIA: What exactly are you looking for?

MICHAEL: ID maybe? Something to tell us about this guy?

MARIA: Luggage tags.

MICHAEL: No tags.

MARIA: You know, um, toiletries say a lot about a man, which, by the way, you should take note of, but I'm guessing you will have more luck by the phone. You know, notepads, messages, that sort of thing.

MICHAEL: Just keep looking out the window, would you?

MARIA: Listen. Any baby-sitter worth her salt knows that the best place to look is in the garbage can. It's always revealing.

MICHAEL: Moss. His name's Moss.

MARIA: First name or last name?

MICHAEL: I don't know.

MARIA: Keep looking, sherlock. What? What is it?

MICHAEL: Looks like a phone number. Local.

(Maria picks up the phone and dials the number)

MICHAEL: What are you doing?

MARIA: You want to find out who's on the other end of the line, don't you?

PHONE: Topolsky. Hello?

(Maria hangs up the phone)

MARIA: That was Ms. Topolsky. Ms. Topolsky as in school Ms. Topolsky. All right. Either she's taking her job way too seriously, or she's not exactly a guidance counselor.

(Topolsky is walking by some tables and notices Alex sitting by himself)

TOPOLSKY: I used to peel the marshmallow off so I could get straight to the cupcake inside.

ALEX: Oh. Hmmpf.

TOPOLSKY: Can I join you?

ALEX: Oh, yeah. Sure. Here.

(Topolsky slips some drug into Alex's drink)

TOPOLSKY: Actually, I'm glad I ran into you. Remember that AP tutorial we talked about in computer languages for next semester? You're in.

ALEX: Real--oh...thank...thank you so much. I can't believe you put that together for me.


ALEX: Cheers.

TOPOLSKY: Good things happen to good people, Alex. I heard what you did for Max.

(Alex coughs)

ALEX: You did?

TOPOLSKY: Getting over to the hospital right away like that after his accident. I heard a group of you went.

ALEX: How do you, um...

TOPOLSKY: The school keeps me in the loop about these things. In case anybody wants to talk about it afterwards.

ALEX: Yeah, well, um...yeah. We just, uh...wanted to see how he was doing. You know? No big thing.

TOPOLSKY: Don't sell yourself short, Alex. I mean, that's how you find out who your real friends are. Who shows up in situations like that. I must admit, I have my concerns about Max, but if he's a friend of yours...

LIZ: Are you talking about Max? Well, Max is just fine. In fact, he's back at school. So there's nothing to worry about, right?

ALEX: Right.

TOPOLSKY: I heard you got a little shaken up yourself. Everything ok?

LIZ: Totally.

TOPOLSKY: Why don't you stop by my office later? We'll talk some more.

ALEX: Ok. Thanks again.

LIZ: Alex...please...

ALEX: If I had a therapist, he'd say talking to you is detrimental to my mental health.

LIZ: I am sorry, Alex, for everything.

ALEX: Got that off your chest now?

LIZ: Now look, Alex, I just...I need to make sure that you haven't told anybody anything about the hospital. You know, about that... about that drug thing.

ALEX: Look, are we all covering for Max now? Is that it? I mean, me and Kyle...

LIZ: Kyle? No. Alex...Kyle??

ALEX: Well, he knows, too, doesn't he? Look, how long do you think you can keep something like this a secret before it all blows up in your face and...

(Alex starts bleeding from his nose)

LIZ: Ewww.

ALEX: Oh, God. Oh, God.

LIZ: Alex, are you ok? You ok? Let me help you.

ALEX: No, Liz, I don't need your help, all right? I can take care of myself.

(In bathroom, Alex is cleaning the blood out of his nose)

JOCK: Tough game of dodge ball, Whitman?

ALEX: Yeah, sure. Why not? Loser.

(At the Crashdown, Michael is explaining what he and Maria found out at Moss' room at the motel while Maria is explaining it to Liz)

MICHAEL: So, I checked the garbage cans, cuz that's the best place to look for information.

MARIA: Anyway, so space boy is looking at this guy's after-shave, so I tell him to look in the trash cuz, you know, that's where you find the best trash. And what do we find?

MICHAEL: A phone number. So I put it together and I figure the best way to find out who's on the other end of the line is to call.

MARIA: We'd still be there if I hadn't picked up the phone and dialed. And of course he takes this opportunity to lean in as close to me as possible.

MICHAEL: So I could barely hear, because she was hanging all over me trying to listen, but there's no way I wouldn't recognize that voice.

MARIA: Clear as a bell, no mistake.

MICHAEL: Topolsky.

MARIA: That's right. Ms. Topolsky. All-American guidance counselor and big, fat liar.

MICHAEL: Never trust a blonde.

MAX: Are you sure?

MARIA: Positive. I smelled her from day one, remember?

LIZ: Maria, this is bad. Really bad.

MAX: Who knows how much she's found out about us already.

MICHAEL: Or who she's heard it from.

ISABEL: Or who she'll tell.

LIZ: Alex was with her. I heard them talking about Max.

MARIA: He's not a snitch. Besides, he doesn't know anything to tell. Does he?

MAX: Liz told him we were into drugs. Just to get him to stop asking questions.

ISABEL: Great. That'll be a lot easier to explain to mom and dad.

MAX: He's not gonna say anything.

LIZ: He's not gonna say anything.

MARIA: Right.

MICHAEL: Stick a fork in us, Maxwell. We're done.

(Alex knocks on the door to Topolsky's office and enters)

ALEX: Hey, you wanted to see me?

TOPOLSKY: Close the door, Alex. Sit down.

ALEX: I've got chorale in a few minutes, so, uh..

TOPOLSKY: I know, Alex. I know everything.

ALEX: Wh-what's everything?

TOPOLSKY: The hospital. The blood test. What you did for Max and why. I don't have to tell you how serious this is. I can help you. I have friends, Alex. They can be your friends, too.

ALEX: What kind of friends?

TOPOLSKY: The sheriff won't be involved, if that's what you're worried about. Nothing on your permanent record. I want you to be safe.

ALEX: You think I'm not safe?

TOPOLSKY: Can any of us really be safe with Max Evans around? Why don't you write down everything? Everything you know, and sign it. Whenever you're ready, Alex, I'm here. Think about who it is you're protecting. What friend would put you in a position like this?

ALEX: What about your friends? Uh...who are they?

TOPOLSKY: People you can trust. Like me.

(Alex leaves and goes to his locker, opens it, and sticks his head in)

MAX: You ok?

ALEX: Not really.

MAX: I think we need to talk.

ALEX: About what?

MAX: About what you did for me at the hospital.

ALEX: Yeah, what...was that? I'd like to know.

MAX: You saved my life.

ALEX: Yeah, well, you screwed up mine.

MAX: I didn't mean to.

ALEX: Yeah, well, you're here to threaten me now, right? I mean, you're here to scare me into shutting up about faking the whole blood sample thing. Well, you're too late, Max. She already knows.

MAX: Who already knows?

ALEX: Topolsky.

MAX: You told Topolsky?

ALEX: No, she told me. She wanted me to sign some sort of confession.

MAX: Did you?

ALEX: Now you know what it's like being in the dark, Max.

MAX: Alex, I'm trying to protect you.

ALEX: I didn't know so many people cared.

(Alex leaves and Liz walks up to Alex's locker and slips a note into it)

VOICEOVER: Moments. It's amazing how one can just change things so radically. How a wild horse deciding to cross the road at that exact time could be responsible for Max being discovered. I need one more moment now. One more chance to change direction, to stop something bad from turning into something worse.

(Alex shows up at the Crashdown before it's open)

LIZ: Thanks for coming.

ALEX: I've met you here a thousand times, but it just doesn't feel the same. You know?

LIZ: Yeah. I know. Alex. You've been my friend since Ms. Elmer's class in the fifth grade.

ALEX: No no no. We actually met in fourth, but you didn't notice me till fifth.

LIZ: Yes. And I've come to you with every problem I've ever had.

ALEX: Until now.

LIZ: No, even now. What happened at that hospital with Max, that was like the most important thing I ever had to do in my life. And I called you. Alex, this is the hardest thing I have ever asked anyone to do. Look, I need you...I need you to believe in me, even though I can't--I can't tell you what you want to know.

ALEX: Because of Max.

LIZ: No, forget Max, Alex. This is between us. Look, I told you before this was complicated. Well, maybe it's not. There is a right side, and there is a wrong side. And if you choose the wrong side right now, Alex, something really terrible is gonna all of us. I am begging you, Alex. If 5 years of friendship have meant anything to you, please trust me. I swear to you, I am on the right side.

(Alex knocks on Topolsky's door and enters her office)

ALEX: I've thought about what you said. And I'm not worried about me right now. It's Liz. Look. If--if i do this, if I give you what you want, what happens to her? I mean, what--what do your friends do?

TOPOLSKY: She'll be questioned. They'll probably want to do some medical tests to make sure she wasn't harmed in any way.

ALEX: But police, right?


ALEX: But if--if they're involved in drugs is drugs, isn't it?

TOPOLSKY: Just write down everything that happened at the hospital, and we'll take it from there.

(Liz knocks on Topolsky's door and enters)

TOPOLSKY: Is something wrong, Liz?

LIZ: Can I see you for a second? Privately. It's really important.

TOPOLSKY: I'll be right back. You can go ahead and start that project we were talking about.

(Liz and Topolsky go outside into the hallway)

TOPOLSKY: So, what's the emergency?

LIZ: Look, I don't know what Alex has been telling you, but there is something you should know.

TOPOLSKY: I'm listening.

LIZ: It's just that, um...Alex. He's sort of changed all of a sudden. I don't know. It's like--like he's paranoid or something. See, we have been friends forever, and this year I have made some new friends, and I just think that--that he's feeling a little hurt. Has he ever said anything to you about this at all?

(In Topolsky's office, Alex sits down behind Topolsky's desk)

TOPOLSKY: Liz, you know I can't discuss my counseling sessions with other students. That wouldn't be right.

LIZ: Yeah, I know. I understand that. It's just that I'm afraid that he might be saying some things to you that...that could really hurt somebody.

TOPOLSKY: We both know Alex. I think we can trust that he'll do the right thing, don't you?

(Alex dials a number on the modem)

LIZ: But you don't understand his state of mind right now.

TOPOLSKY: Let's let Alex speak for himself, ok?

(Alex is trying to see Topolsky's e-mail but fails)

ALEX: Damn.

TOPOLSKY: Now I really should get back to him.

LIZ: No, wait. Ms. Topolsky, wait! I mean...can't we just talk about this some more?

(Topolsky opens the door to find Alex sitting behind her desk in front of her computer. He tilts the computer so the display is facing Topolsky and we see the logo of the FBI and Department of Justice)

TOPOLSKY: If you think you've just helped yourselves, you're wrong. You're playing games with something very dangerous.

ALEX: What's the FBI doing at West Roswell?

TOPOLSKY: This isn't going to end just because you know who I am. I was on your side. I just hope your friend Max doesn't end up in the wrong hands without me here.

ALEX: Ok, all right. You are going to tell me exactly what has been going on with Max and Topolsky and the actual FBI or I swear, Liz, this is the end of you and me being friends.

LIZ: No Alex, don't say things...

ALEX: What? Something that I won't go through with? Liz, I'm not kidding. All right? Now either you tell me the truth, or I walk.

LIZ: Alex, I can't.

(Scene fades out as Alex turns around and walks off down the hallway visibly dejected, and Liz contemplates how far she's willing to go to protect Max)