[ blood brothers ]

Liz is walking down the hallway in school when Max approaches her. Max looks a bit excited in a little-kid kind of way. He tells her that their teacher for the upcoming period is absent and since they have lunch right after, there is a two-hour break. Liz doesn't make the connection for why this would make Max so excited until he tells her that he wants to show her something. Smiling, Liz agrees.

The two are in the jeep and Max is driving along a scenic highway route. Liz is surprised to find that this highway exists since she has never known about it. Max tells her that his dad used to drive this route when they go on vacation as kids. There is a song playing in the radio and Liz commented that this is her favourite song. Max tells her it's also his favourite song. They share a smile and look at one another as Liz muses in the voiceover how wonderful it is to have a perfect day with the wind blowing in your hair, the radio playing your favourite song and finding out that the guy you're with also thinks of that song as his favourite. - Suddenly, a horse leaps in front of the jeep and to avoid hitting it, Max swerves the jeep into a ditch. Moments after the collision into the side of the road, Liz awakens and looks over at Max. Max is collapsed onto the wheel, unconscious.

At school, Ms. Topolsky is walking in when the principal intercepts her. The principal tells her that two of the students have just gotten into a car accident. Upon questioning, she learns that the two students are Max and Liz. She tells the principal that she will keep on top of it and walks away with an eager smile on her face. Maria walks down that same hallway with an irritated expression on her face when she rounds the corner and bumps into Michael. Michael is uncomfortable to see her and tells her that he has to go to class before trying to beat a hasty retreat. Maria quickly stops him and confronts him about why he is avoiding her. Suddenly, her cell phone rings and when she picks up the phone to answer, Michael attempts to sneak off unnoticeably but only to be caught by Maria who grabbed a hold of his jacket and told him to wait. Thinking it's her mother; she starts talking into the phone even before she knew whom it was telling her mum not to call her, only to learn that it's Liz calling from the ambulance. Maria finds out from Liz that Liz and Max had gotten into a car accident and are going to the hospital. From picking up the bits and pieces of that conversation, Michael grabbed the phone out of Maria's hand and demands Liz tells him what's going on.

The ambulance has arrived in the hospital and the paramedics are rushing Max in with the doctor shouting orders of things to be done, among which, include a blood test. Michael and Isabel arrived, both visibly worried. When they see Max lying in one of the beds, they rush over asking Liz what has happened. Liz explains while a nurse in her mid-forties take a blood sample from Max. Michael is watching her as she does this and the nurse told them that there were too many of them since no one should be in that area. Michael charmed the nurse into allowing them to stay and once she leaves, he tells Isabel and Liz that he was going to take that blood sample and follows the nurse out.

Liz is surprised that this hasn't come up before but Isabel tells her that they don't get sick, and this sort of thing getting into accidents has never happened before. Isabel then tells Liz that they need to replace Max's blood and tells Liz to give a sample of her own blood. Liz tells Isabel that it wouldn't be possible because Liz is a girl and that would be revealed when the blood is analysed. Isabel then said that they would simply need to get a male's blood.

Back at the hospital, Alex walks in with Maria and Liz walks up to him and tells him that she needs him to do something very important for her. Meanwhile, the nurse is in a small lab room categorizing the blood samples, one of which is Max's. She then gets up to leave and when she does, Michael walks into the room. However, with some many blood vials in that room and in various places, it's hard for him to determine which one is Max's. Suddenly, he hears a noise and quickly hides behind some shelves in the back of the room. One of the FBI agents dressed in surgical scrubs have walked in and he also start searching the blood vials for Max's, until the nurse walks in on him and demands to know what he is doing there. The FBI in scrubs then leaves and the nurse resumes her work.

Michael gets out from behind the hiding place and pretended that he has just walked in to the lab. He asks the nurse if she will go out with him as a means of distraction and the nurse is clearly flattered but tells him that she can't. With the door open and his hands behind him, Liz is able to slip him Alex's blood sample and Michael quickly makes the switch during this conversation of trying to procure a date from the nurse. Finally, Michael makes a quick exit but not before his leaving the room is noticed by the FBI agent in green scrubs.

Now that Alex has given his blood, him, Liz, Maria and Michael are sitting in the waiting area in silence. Finally, Liz asks Alex if maybe he shouldn't be heading home. Alex refuses, demanding to know what is going on. Michael then told Alex in a low almost threatening tone to get out of here. Alex is hurt and he gets up to leave. Liz follows him and urges him not to tell anyone about what has transpired today. Alex asks Liz if it's drugs and that Max is on drugs and they needed a clean blood sample and obviously Michael is high on the same drug as well so he can't give a blood sample. Liz tells him that it is, but it's not in an entirely convincing tone of voice. Alex looks at her and leaves in disgust.

Meanwhile, Max has awakened and his mother is there along with the doctor. The doctor pronounced that Max have had a remarkable recovery and initially wanted to have more tests done, but when Max pleads with his mother not to have it done, both mom and the doctor relented and he was allowed to leave that same day instead of staying the extra night. The doctor then let Isabel and the whole gang in and everyone gathers around his bed. Here, Liz and Max's mother got introduced to each other.

As the group leaves the hospital, Maria realizes that she has forgotten her purse and Michael grouchily tells her he'll get it for her. But when he reaches Max's bed area, he notices two shadows from the curtain that show two figures - one rifling through the trash and the other flipping through Max's chart. Nonchalantly, he walks into the bed area and looks at them before saying that he's back to pick up a purse before taking Maria's bag and leaving. That night, in Max's room, Michael tells Max and Isabel about what he saw, convinced that the FBI agent in green scrubs was the one who had followed him behind the Crashdown the last time. Isabel and Michael both agreed that this time was dangerously close. Max apologizes but Isabel quickly tells Max that it wasn't his fault. Michael also look a bit surprised that Max is putting the blame on himself and tells Max that it wasn't his fault just that he proposed they do something proactive about finding out who these people are so they will "know their enemies."

Ms Topolsky drives up an empty alley and asks the FBI agent who was in green scrub for a report. Agent tells her the blood for Max checked out normal, but that he suspected some tampering because the five kids moved around a lot back and forth between rooms and they also brought in a "wiry tall kid" so he suspects the blood may have been switched. Topolsky immediately recognizes that it was Alex they had bought in.

The next day at school, Alex tries to make friends with Kyle by sitting next to him at lunch but Kyle is clearly suspicious and asks Alex if he's there b/c Liz wants to make sure that her secret is still safe. Alex appears confused since now it seems like Kyle knows what the secret is. Kyle tells Alex he's not falling for that line since he can't believe that Alex wouldn't know what Liz's secret is. Since Alex has no idea, this only makes him feel worse. Kyle then leaves Alex to eat by himself and above; we see that Isabel is watching by the railing.

Meanwhile, Max and Liz are walking down the street. Liz is eating a vanilla ice-cream cone. They stop in front of a painting to look at it. Max turns to Liz and tells her to laugh as if he'd just told her something funny. Liz laughs on command. In between her laughter, she asks Max if he really thinks this will work. Out of the corner of his eye, Max sees the FBI agent (the one formerly in green scrubs) trying to follow them inconspicuously. Max tells Liz that they'll soon see and the walk down the block with Max's arms around Liz towards the UFO museum. They enter inside and lose the FBI agents among the crowds. When the FBI agent gives up looking for them and leaves, Max tells Liz that their part is done.

Back at school, Liz is rushing to get back to class, as is Max. Just before they parted, they basically agreed to meet at the Crashdown after school. On impulse, Liz asks Max if he can stay for dinner, have one of their specials for only $3.99 but Max reluctantly declines since his mom still thinks he is recuperating. Liz then tells Max that when he got into the car accident, she was really worried that something would happen to him. She then asks Max in a round about way if she can tell Alex (because he's her best friend, he saved Max's life, etc.) and Max tells her no before she can't even finish the question. Liz looks disappointed and tells Max that she has already told Alex that it was because of drugs that they needed a clean person's blood sample. Max looks sad and tells Liz that he's really sorry about forcing Liz to lie to her friend Alex and Liz replies that it's okay, that she guesses that this is what people do for people they feel a certain way about. Max says, yeah and the two parted.

Michael and Maria are seen sneaking up to the FBI agent's room while Maria asks Michael why he made her come with him and he said he needed a lookout. When she asks him if that's not what Isabel is for, he looks a bit thrown off and then told her that he needed two lookouts. Using his powers, Michael opens the door and Maria is told to stand outside and wait. As she started to wait Maria suddenly accused Michael of not trusting her with the "real" lookout responsibility. Seeing that a cleaning lady is approaching, Michael grabs Maria and pulls her into the room.

Inside the room, Michael starts to search in a random sort of manner until Maria suggests that if he wants to get identification information, which they should start with the luggage tags, which Michael does without giving any credit to Maria. When he couldn't find any luggage tags, he starts to search the agent's bathroom supplies. Maria makes sarcastic comments and told him that if he wanted real information, he should search the trash area. Which he also does, not bothering to acknowledge her for her good idea? They pull out scraps of papers with numbers on them. Putting them together formed a number with no name. Appearing to be puzzled by this number, Maria picks up the phone and start calling, to find out who was on the other end. Much to their surprise, they discover that it was Ms. Topolsky.

Meanwhile, back at school, Alex is once again eating alone when Ms. Topolsky approaches him, with the pretence of congratulating him on being accepted to an AP language class that he wanted a lot. When he's not looking, she slips something into his soda, which Alex drinks from. As she tries to get Alex to open up about what he knows and such, Liz interrupts causing Ms Topolsky to leave - though not before asking Alex to please see her later that afternoon. When alone with Alex, Liz tries to get him to understand without telling him what he wants to know. This only makes him more frustrated and his nose started to bleed suddenly. Refusing Liz's attempts to help him, he leaves in anger and into the boy's bathroom where he blots his nose with tissue dumped the remnants of the bloody tissue in the trash bin. The moment he leaves the bathroom, Ms Topolsky walks right in and picks it up with rubber gloves to deposit into a plastic bag.

That afternoon at the Crashdown, Michael, Max and Isabel are sitting in the booth as Michael tells him "his" side of the story on the search in the FBI agent's room. In his version, he basically thought of all the smart ideas and "despite the fact" that Maria was slobbering all over him when they dialled the number, was able t detect that it was Ms Topolsky on the other line. Meanwhile, during their waitressing, Maria is telling Liz the same exact story - except she's the one who thought of all the good ideas and juiced it up by saying Michael was leaning very close to her when they dialled that number. Neither group however, no matter what version of the story was told, were happy about the fact that Ms Topolsky is a secret agent. Isabel expresses her concern to the group about Alex cracking and Liz tells Maria she's worried that Alex won't keep the secret.

Alex walks into Ms Topolsky's office and Ms Topolsky is no longer assuming the kind demeanour she has always adopted. She tells Alex to sit down, and then tells him she knows all about the blood test and Max Evans. She asks Alex what kind of a friend would ask him to cover up something of this nature and whether he thinks the world would be safe with Max Evans around. Alex is shocked by the seriousness with which Ms Topolsky is speaking to him. Ms. Topolsky then gives Alex a notebook and pen, telling him to write it all down and then sign it. Alex looks askance at the notebook and Ms Topolsky relented, telling him he has some time and not to worry b/c she has lots of friends who will help him out. He leaves.

The next day, Alex opens his locker and in frustration, puts his head inside. He suddenly hears Max's voice asking him if he's okay. Max is clearly trying to reduce Alex's fear and anger but he is not succeeding. Alex reveals to him that Ms Topolsky knows everything anyway, that she wants him to write some confession and sign it. Surprised to hear this, Max asks Alex if he plans to do so but Alex didn't give a straight answer and walks away. Later, Liz walks up to Alex's locker and slips a note into it.

At the empty Crashdown, Liz is sitting on the counter when Alex walks in. They take a seat and the mood is clearly conciliatory as the two reminisce about when they first met in the fifth grade even though they knew each other since fourth and it was only because Liz didn't notice Alex until fifth. Liz tells Alex that she has always turned to him for all her problems, even right now when she couldn't tell him what it is, she turned to him. That when he helped her in the hospital, it was the single most important thing he has ever done for her. She tells him that even though the problem seems complicated, it really wasn't. There was a right path and a wrong path, that she was on the right path and she needed Alex to trust her on this.

Later that afternoon, Alex walks in to Ms Topolsky's office under the assumption that he will write the confession but first demanding to make sure that nothing will happen to Liz, which Ms Topolsky promises. Alex then asks that wasn't "drugs" something that would be hard to keep off the permanent record. This throws her off, but she tells him to write everything down, sign it and he'll be fine. Just then, Liz walks in and asks to speak with Ms. Topolsky claiming it was really important. As they are outside, Liz is clearly stalling, asking Ms Topolsky what Alex has been telling her, claiming that Alex has been really paranoid lately and other things. Meanwhile, Alex is hacking into Ms Topolsky's computer and he is even able to change her password (bad security?) and even begins to attempt a retrieval of her sent mail. Ms Topolsky starts to get suspicious when Liz won't let her go so she rushes back to her office to find that Alex is seated at her chair. He wordlessly turns the computer to her revealing the FBI logo for their web page. She turns to look at Liz and walks over, closing her laptop. As she starts to pack and leaves, she tells them that she was on Liz's side, something she's not sure about whoever is going to pick up her job. As Liz and Alex watches her leave the school premises, Alex turns to Liz and tells her that if she doesn't tell him truthfully what is going on with her, her new friends and the FBI, they will no longer be friends - forever. Liz looks sadly at Alex and tells him she's sorry but she can't. Without saying another word, Alex gives her one last look and leaves.


	[ Blood Brothers ] [ Music Listing ] Jeremy Toback - You Make Me Feel Played: The song Max and Liz are listening to on the radio (the song Liz says she likes to Max) right before the accident. Foo Fighters - Learn To Fly Played: The song that was playing on the radio prior to the one above. Citizen King - Long Walk Home Played: While the action alternates between Maria telling Liz about she and Michael finding out about Topolsky and Michael telling Isabel and Max about Topolsky. Pennywise - Alien Played: When Alex is talking to Kyle about how Liz is different and Isabel spies on them. Ginny Owens - If You Want Me To Played: At the very end as the rift in Alex and Liz's relationship becomes apparent. [ Description ] Liz is walking down the hallway in school when Max approaches her. Max looks a bit excited in a little-kid kind of way. He tells her that their teacher for the upcoming period is absent and since they have lunch right after, there is a two-hour break. Liz doesn't make the connection for why this would make Max so excited until he tells her that he wants to show her something. Smiling, Liz agrees. The two are in the jeep and Max is driving along a scenic highway route. Liz is surprised to find that this highway exists since she has never known about it. Max tells her that his dad used to drive this route when they go on vacation as kids. There is a song playing in the radio and Liz commented that this is her favourite song. Max tells her it's also his favourite song. They share a smile and look at one another as Liz muses in the voiceover how wonderful it is to have a perfect day with the wind blowing in your hair, the radio playing your favourite song and finding out that the guy you're with also thinks of that song as his favourite. - Suddenly, a horse leaps in front of the jeep and to avoid hitting it, Max swerves the jeep into a ditch. Moments after the collision into the side of the road, Liz awakens and looks over at Max. Max is collapsed onto the wheel, unconscious. The ambulance is on its way to the hospital with Max and Liz inside. The paramedics are taking Max's blood pressure and it appears to be normal. They ask Liz if she's okay and she replies that she is fine, concerned only about Max. At school, Ms. Topolsky is walking in when the principal intercepts her. The principal tells her that two of the students have just gotten into a car accident. Upon questioning, she learns that the two students are Max and Liz. She tells the principal that she will keep on top of it and walks away with an eager smile on her face. Maria walks down that same hallway with an irritated expression on her face when she rounds the corner and bumps into Michael. Michael is uncomfortable to see her and tells her that he has to go to class before trying to beat a hasty retreat. Maria quickly stops him and confronts him about why he is avoiding her. Suddenly, her cell phone rings and when she picks up the phone to answer, Michael attempts to sneak off unnoticeably but only to be caught by Maria who grabbed a hold of his jacket and told him to wait. Thinking it's her mother; she starts talking into the phone even before she knew whom it was telling her mum not to call her, only to learn that it's Liz calling from the ambulance. Maria finds out from Liz that Liz and Max had gotten into a car accident and are going to the hospital. From picking up the bits and pieces of that conversation, Michael grabbed the phone out of Maria's hand and demands Liz tells him what's going on. The ambulance has arrived in the hospital and the paramedics are rushing Max in with the doctor shouting orders of things to be done, among which, include a blood test. Michael and Isabel arrived, both visibly worried. When they see Max lying in one of the beds, they rush over asking Liz what has happened. Liz explains while a nurse in her mid-forties take a blood sample from Max. Michael is watching her as she does this and the nurse told them that there were too many of them since no one should be in that area. Michael charmed the nurse into allowing them to stay and once she leaves, he tells Isabel and Liz that he was going to take that blood sample and follows the nurse out. Liz is surprised that this hasn't come up before but Isabel tells her that they don't get sick, and this sort of thing getting into accidents has never happened before. Isabel then tells Liz that they need to replace Max's blood and tells Liz to give a sample of her own blood. Liz tells Isabel that it wouldn't be possible because Liz is a girl and that would be revealed when the blood is analysed. Isabel then said that they would simply need to get a male's blood. The scene moves back to school where Alex is trying to get a band together by convincing a group of boys to volunteer to be part of his band. Suddenly, Maria grabs him and tells him that they need him for something important and he leaves. Back at the hospital, Alex walks in with Maria and Liz walks up to him and tells him that she needs him to do something very important for her. Meanwhile, the nurse is in a small lab room categorizing the blood samples, one of which is Max's. She then gets up to leave and when she does, Michael walks into the room. However, with some many blood vials in that room and in various places, it's hard for him to determine which one is Max's. Suddenly, he hears a noise and quickly hides behind some shelves in the back of the room. One of the FBI agents dressed in surgical scrubs have walked in and he also start searching the blood vials for Max's, until the nurse walks in on him and demands to know what he is doing there. The FBI in scrubs then leaves and the nurse resumes her work. Alex is now sitting in a chair as Liz tries to draw blood from him but Alex is clearly nervous and he asks if someone can clue him in on what's going on but no one tells him anything. Isabel finally takes control by drawing out Alex's blood as an alien-enabled quicker pace. Michael gets out from behind the hiding place and pretended that he has just walked in to the lab. He asks the nurse if she will go out with him as a means of distraction and the nurse is clearly flattered but tells him that she can't. With the door open and his hands behind him, Liz is able to slip him Alex's blood sample and Michael quickly makes the switch during this conversation of trying to procure a date from the nurse. Finally, Michael makes a quick exit but not before his leaving the room is noticed by the FBI agent in green scrubs. Now that Alex has given his blood, him, Liz, Maria and Michael are sitting in the waiting area in silence. Finally, Liz asks Alex if maybe he shouldn't be heading home. Alex refuses, demanding to know what is going on. Michael then told Alex in a low almost threatening tone to get out of here. Alex is hurt and he gets up to leave. Liz follows him and urges him not to tell anyone about what has transpired today. Alex asks Liz if it's drugs and that Max is on drugs and they needed a clean blood sample and obviously Michael is high on the same drug as well so he can't give a blood sample. Liz tells him that it is, but it's not in an entirely convincing tone of voice. Alex looks at her and leaves in disgust. Meanwhile, Max has awakened and his mother is there along with the doctor. The doctor pronounced that Max have had a remarkable recovery and initially wanted to have more tests done, but when Max pleads with his mother not to have it done, both mom and the doctor relented and he was allowed to leave that same day instead of staying the extra night. The doctor then let Isabel and the whole gang in and everyone gathers around his bed. Here, Liz and Max's mother got introduced to each other. As the group leaves the hospital, Maria realizes that she has forgotten her purse and Michael grouchily tells her he'll get it for her. But when he reaches Max's bed area, he notices two shadows from the curtain that show two figures - one rifling through the trash and the other flipping through Max's chart. Nonchalantly, he walks into the bed area and looks at them before saying that he's back to pick up a purse before taking Maria's bag and leaving. That night, in Max's room, Michael tells Max and Isabel about what he saw, convinced that the FBI agent in green scrubs was the one who had followed him behind the Crashdown the last time. Isabel and Michael both agreed that this time was dangerously close. Max apologizes but Isabel quickly tells Max that it wasn't his fault. Michael also look a bit surprised that Max is putting the blame on himself and tells Max that it wasn't his fault just that he proposed they do something proactive about finding out who these people are so they will "know their enemies." Ms Topolsky drives up an empty alley and asks the FBI agent who was in green scrub for a report. Agent tells her the blood for Max checked out normal, but that he suspected some tampering because the five kids moved around a lot back and forth between rooms and they also brought in a "wiry tall kid" so he suspects the blood may have been switched. Topolsky immediately recognizes that it was Alex they had bought in. The next day at school, Alex tries to make friends with Kyle by sitting next to him at lunch but Kyle is clearly suspicious and asks Alex if he's there b/c Liz wants to make sure that her secret is still safe. Alex appears confused since now it seems like Kyle knows what the secret is. Kyle tells Alex he's not falling for that line since he can't believe that Alex wouldn't know what Liz's secret is. Since Alex has no idea, this only makes him feel worse. Kyle then leaves Alex to eat by himself and above; we see that Isabel is watching by the railing. Meanwhile, Max and Liz are walking down the street. Liz is eating a vanilla ice-cream cone. They stop in front of a painting to look at it. Max turns to Liz and tells her to laugh as if he'd just told her something funny. Liz laughs on command. In between her laughter, she asks Max if he really thinks this will work. Out of the corner of his eye, Max sees the FBI agent (the one formerly in green scrubs) trying to follow them inconspicuously. Max tells Liz that they'll soon see and the walk down the block with Max's arms around Liz towards the UFO museum. They enter inside and lose the FBI agents among the crowds. When the FBI agent gives up looking for them and leaves, Max tells Liz that their part is done. Outside, Maria and Michael are in the car waiting for the FBI agent to get out. They bicker a little and Isabel gets into the car. The FBI agent emerges and they follow him straight into a small motel where he enters and they wait until he leaves. Back at school, Liz is rushing to get back to class, as is Max. Just before they parted, they basically agreed to meet at the Crashdown after school. On impulse, Liz asks Max if he can stay for dinner, have one of their specials for only $3.99 but Max reluctantly declines since his mom still thinks he is recuperating. Liz then tells Max that when he got into the car accident, she was really worried that something would happen to him. She then asks Max in a round about way if she can tell Alex (because he's her best friend, he saved Max's life, etc.) and Max tells her no before she can't even finish the question. Liz looks disappointed and tells Max that she has already told Alex that it was because of drugs that they needed a clean person's blood sample. Max looks sad and tells Liz that he's really sorry about forcing Liz to lie to her friend Alex and Liz replies that it's okay, that she guesses that this is what people do for people they feel a certain way about. Max says, yeah and the two parted. Michael and Maria are seen sneaking up to the FBI agent's room while Maria asks Michael why he made her come with him and he said he needed a lookout. When she asks him if that's not what Isabel is for, he looks a bit thrown off and then told her that he needed two lookouts. Using his powers, Michael opens the door and Maria is told to stand outside and wait. As she started to wait Maria suddenly accused Michael of not trusting her with the "real" lookout responsibility. Seeing that a cleaning lady is approaching, Michael grabs Maria and pulls her into the room. Inside the room, Michael starts to search in a random sort of manner until Maria suggests that if he wants to get identification information, which they should start with the luggage tags, which Michael does without giving any credit to Maria. When he couldn't find any luggage tags, he starts to search the agent's bathroom supplies. Maria makes sarcastic comments and told him that if he wanted real information, he should search the trash area. Which he also does, not bothering to acknowledge her for her good idea? They pull out scraps of papers with numbers on them. Putting them together formed a number with no name. Appearing to be puzzled by this number, Maria picks up the phone and start calling, to find out who was on the other end. Much to their surprise, they discover that it was Ms. Topolsky. Meanwhile, back at school, Alex is once again eating alone when Ms. Topolsky approaches him, with the pretence of congratulating him on being accepted to an AP language class that he wanted a lot. When he's not looking, she slips something into his soda, which Alex drinks from. As she tries to get Alex to open up about what he knows and such, Liz interrupts causing Ms Topolsky to leave - though not before asking Alex to please see her later that afternoon. When alone with Alex, Liz tries to get him to understand without telling him what he wants to know. This only makes him more frustrated and his nose started to bleed suddenly. Refusing Liz's attempts to help him, he leaves in anger and into the boy's bathroom where he blots his nose with tissue dumped the remnants of the bloody tissue in the trash bin. The moment he leaves the bathroom, Ms Topolsky walks right in and picks it up with rubber gloves to deposit into a plastic bag. That afternoon at the Crashdown, Michael, Max and Isabel are sitting in the booth as Michael tells him "his" side of the story on the search in the FBI agent's room. In his version, he basically thought of all the smart ideas and "despite the fact" that Maria was slobbering all over him when they dialled the number, was able t detect that it was Ms Topolsky on the other line. Meanwhile, during their waitressing, Maria is telling Liz the same exact story - except she's the one who thought of all the good ideas and juiced it up by saying Michael was leaning very close to her when they dialled that number. Neither group however, no matter what version of the story was told, were happy about the fact that Ms Topolsky is a secret agent. Isabel expresses her concern to the group about Alex cracking and Liz tells Maria she's worried that Alex won't keep the secret. Alex walks into Ms Topolsky's office and Ms Topolsky is no longer assuming the kind demeanour she has always adopted. She tells Alex to sit down, and then tells him she knows all about the blood test and Max Evans. She asks Alex what kind of a friend would ask him to cover up something of this nature and whether he thinks the world would be safe with Max Evans around. Alex is shocked by the seriousness with which Ms Topolsky is speaking to him. Ms. Topolsky then gives Alex a notebook and pen, telling him to write it all down and then sign it. Alex looks askance at the notebook and Ms Topolsky relented, telling him he has some time and not to worry b/c she has lots of friends who will help him out. He leaves. The next day, Alex opens his locker and in frustration, puts his head inside. He suddenly hears Max's voice asking him if he's okay. Max is clearly trying to reduce Alex's fear and anger but he is not succeeding. Alex reveals to him that Ms Topolsky knows everything anyway, that she wants him to write some confession and sign it. Surprised to hear this, Max asks Alex if he plans to do so but Alex didn't give a straight answer and walks away. Later, Liz walks up to Alex's locker and slips a note into it. At the empty Crashdown, Liz is sitting on the counter when Alex walks in. They take a seat and the mood is clearly conciliatory as the two reminisce about when they first met in the fifth grade even though they knew each other since fourth and it was only because Liz didn't notice Alex until fifth. Liz tells Alex that she has always turned to him for all her problems, even right now when she couldn't tell him what it is, she turned to him. That when he helped her in the hospital, it was the single most important thing he has ever done for her. She tells him that even though the problem seems complicated, it really wasn't. There was a right path and a wrong path, that she was on the right path and she needed Alex to trust her on this. Later that afternoon, Alex walks in to Ms Topolsky's office under the assumption that he will write the confession but first demanding to make sure that nothing will happen to Liz, which Ms Topolsky promises. Alex then asks that wasn't "drugs" something that would be hard to keep off the permanent record. This throws her off, but she tells him to write everything down, sign it and he'll be fine. Just then, Liz walks in and asks to speak with Ms. Topolsky claiming it was really important. As they are outside, Liz is clearly stalling, asking Ms Topolsky what Alex has been telling her, claiming that Alex has been really paranoid lately and other things. Meanwhile, Alex is hacking into Ms Topolsky's computer and he is even able to change her password (bad security?) and even begins to attempt a retrieval of her sent mail. Ms Topolsky starts to get suspicious when Liz won't let her go so she rushes back to her office to find that Alex is seated at her chair. He wordlessly turns the computer to her revealing the FBI logo for their web page. She turns to look at Liz and walks over, closing her laptop. As she starts to pack and leaves, she tells them that she was on Liz's side, something she's not sure about whoever is going to pick up her job. As Liz and Alex watches her leave the school premises, Alex turns to Liz and tells her that if she doesn't tell him truthfully what is going on with her, her new friends and the FBI, they will no longer be friends - forever. Liz looks sadly at Alex and tells him she's sorry but she can't. Without saying another word, Alex gives her one last look and leaves.