Writer:	Jason Katims
Director:	David Nutter
Star:	Jason Behr ('Max' Maxwell Evans),  Shiri Appleby ('Liz' Elizabeth Parker Evans),  Katherine Heigl (Isabel Amanda Evans Ramirez),  Majandra Delfino (Maria DeLuca),  Brendan Fehr (Michael Guerin),  Colin Hanks (Alex Charles Whitman (Season 1-2)),  Nick Wechsler (Kyle Valenti),  William Sadler (Sheriff Jim Valenti)
Recurring Role:	Jason Peck (Deputy Hanson),  John Doe (Jeff Parker),  Diane Farr (Amy DeLuca)
Guest Star:	Trevor Lissauer (Octavio),  Yolanda Lloyd Delgado (Ms. Hardy),  Meghan Gallagher (Vicky),  Eamon Behrens (Metal),  Fred Estrada (Juan),  Jodi Taffel (Secretary),  Dan Martin (Principal)

This episode does not have any notes. Add some now!

Michael: Well I hate to tell you this Max but when I have urges, you're not exactly the first person I think about. (edit) Max: When I saw Valenti taking you away like that... it just hit home for me, you know? How much knowing me has screwed up your life.
Liz: No, it's just the opposite.
Max: Thank you for saying that.
Liz: It's the whole truth, Max.
Max: I better go.
Liz: Why?
Max: Cause if I don't go right now, things are gonna change.
Liz: Change, how?
Max: I'm gonna have to touch your hair... cuz it's so soft... and I'd have to tell you that... no matter what we go through, it's all worthwhile for me because we're together.
Liz: And then?
Max: And then... I'd have to do this... (they kiss) (edit) Alex: I like the way you look in red.
Isabel: I know. (edit) Max: What's wrong? Maria?
Michael: It has gotten complicated. Suddenly, she wants to know where I'm going after school. She wants to have conversations. She wants to talk about my feelings. And now, she wants to go to a party together.
Max: That thing at the old soap factory?
Michael: Right. Like suddenly the eraser room's not enough. I can't let this become a public thing. I mean, she should know that. But all week long I've had this weird feeling. Like I was gonna hurt her or something. That just being who I am is gonna hurt her. (edit) Liz: Max, you know when you said before that we couldn't be together? That we were different? I just sort of accepted it, you know? Because I thought that it was like physically impossible. That it... that it couldn't be. But when I saw Maria with Michael... the truth is that... I was hurt, Max. Why is it ok for them, but it's not ok for us?
Max: Liz, I think that what I'm afraid of isn't that we try this and it works out really badly. What I'm afraid of is we try it and it works out really well. I'm afraid of feeling everything that I know I would feel. Because I know it's not meant to be. And somewhere down the line, we're gonna get hurt. I can live with that. I just couldn't bear to hurt you. (edit)

TRIVIA: Featured music in this episode -
-Put Your Lights On by Santana (featuring Everlast)
-Got You Where I Want You by The Flys
-Blanket by Urban Species (featuring Imogen Heap)
-Let Me In by Save Ferris
-Situation 99 Remix by Yaz
-Sooner Than Later by Pete Droge and the Sinners
-Beatbox Burning by Lunatic Calm
-I Want It All by Warren G
-We Haven't Turned Around by Gomez (edit) TRIVIA: Max and Liz share their first kiss in this episode. (edit) When Isabel opens the yearbook, Alex Whitman's picture is before Wendy White's - odd since yearbook pictures are alphabetical. (edit) When Liz is talking to Alex in the jail cell, during the closeup shots of her face, the bars on the jail cell seem further apart then they are in the wider shots. (edit) When Amy is talking to Jeff Parker she doesn't have anything in her hair, but when she zooms out, she does. (edit)

This episode does not have any allusions. Add some now!