DISCLAIMER: Liz, Max, and all the rest are the property of Jason Katimis and the Sci-Fi network. I don't own them.

CATEGORY: Max/Liz

RATING: PG-13, of course

SPOILERS: None. This is an AU fic

Maria DeLuca sat in the black Royals Royce which drove her to school. Next her was her father, Norman.

Norman DeLuca was the founder of LucaCorp, one of the largest manufacturing companies in Manhattan�or even the country. He was also Maria�s only living relative after her mother had passed away several years ago. He wasn�t much of a father to her, though, having to work all the time.

�Can�t you park down the street?� Maria asked him.

�Huh?� Norman replied, perplexed. �Why walk all that way?�

�Showing up for school in a luxury car?� she said. �I�d like the keep a low profile.�

�Oh, I see,� Norman said sarcastically. �Pardon me, I�ll just exchange it for a Jetta next week. You know, if you hadn�t gotten kicked out of the best private schools in the country��

�Dad, please,� she complained. �Can we not get into that again?�

Norman paused, and parked the car.

�I�ll see you, Maria,�

She nodded, and exited the car.

*****

�Hey Liz!� Maria called out for her friend. �Why the long face?�

Liz turned around to see her best friend�maybe her only friend�running up to see her.

�Two words, Maria: Tess Harding� Liz responded.

�What did the triple B do to you this time?� she asked.

Confused, Liz turned towards her.

�Tripple B?� she asked.

�Bleached�blonde�bit�� Maria starts to say.

�Yeah, I get it,� Liz interrupted her. �She tripped me on the bus. Twice. In front of Max.�

�Oh, you have it bad for that guy, don�t you?� Maria reminded her. �Just ask him out already.�

�He�s dating Tess,� Liz answered.

�So what?� she asked. �The worst he can do is say no. Just take a chance.�

Liz sighed. But before the conversation could continue, Maria�s father ran up behind them, holding a bag.

�Maria!� he said, handing it to her. �You forgot your books.�

Maria reluctantly took it.

�Thanks dad,� she said. �Uh�this is Liz Parker.�

Liz and Norman shake hands.

�My little girl has told me all about you,� he said with a smile. �I�m Norman, Maria�s father.�

�She has?� Liz asked, curiously.

�Yeah,� he answered. �Apparently you�re quiet the scientist.�

Liz blushed slightly.

�Nowhere in your caliber, Mr. Deluca,� she said, modestly. �I�m talking with the man who single-handedly discovered the inherent chemical-induced genetics in human tissue.�

Norman raised his eyebrows in surprise.

�You read about that?� he asked, curiously.

�Yeah, it was sort of my mid-term report,� she answered.

Norman grinned, proud of himself. He then patted Maria on the head.

�Any chance you could give Maria here a few pointers,� he joked. �Apparently she likes to spend her time munching on snack foods and thinking about boys.�

�Maria�s ok,� Liz said.

Norman smiled again.

�I�m going to keep my eye on you, Liz,� he said before leaving. �If I�m right, we�re either going to be good friends�or fierce competitors.�

He left, heading back to his car.

�Your dad�s so cool,� Liz said, as they headed into the school.

�Maybe to you,� Maria scoffed. �He likes you. You�re probably the daughter he wished he had.�

�Come on, don�t say that Maria,� Liz warned her. �Your dad adores you.�

�I don�t know,� she replied. �Sometimes I think he forgets that I�m even here.�

*****

Later that day, in the main hall of Empire State University.

The entire class grumbled as they walked through the main hallway of the genetics lab. Many of them had walkmans on, preferring to listen to music instead of the lecture the tour guide was giving. They were high school students, and would prefer talking about the dance on the weekend to listening about bugs.

All except for Liz Parker, of course. She was like a kid in a candy store.

�You know, there are some spiders that can change their color to avoid detection�blend into their surroundings?� she explained to Maria. �Just like a chameleon.�

�Uh huh?� Maria asked, bored. She honestly couldn�t stand being there another moment. �It�amazes me how you freeze up in front of people, but turn into Miss Talkative around a bunch of insects.�

�Arachnids, Maria,� she corrected her. �Spiders are arachnids. You see, bugs are��

�Hey, check it out,� Maria interrupted her.

Sure enough, Max was standing only a few feet away. Unlike the others, he seemed to be almost as interested in the spider display as Liz was.

�And without his keeper around, too� she pointed out.

�Tess isn�t in our class,� Liz mentioned. �She would probably skip out, anyway.�

�So�go talk to him,� Maria encouraged her, and tried to push her towards Max.

�No, no Maria,� Liz protested. �He looks busy.�

�Come on, do it for me?� her friend asks.

�No!�

Maria rolls her eyes.

�Fine then,� she said. �I�ll talk to him.�

Maria walks up next to Max, looking at the spider cages.

�Nice arachnids, huh?� she asks.

Max turns to her and smiles.

�Yeah,� he said. �Funny, I expected you to call them �bugs� like the other three people.�

�Well, there�s a lot you don�t know about me, Mr. Evans,� Maria mentions, giving him a smile.

A few feet away, Liz bites her lip. She gives the back of Maria�s head a warning look.

�Hey, did you know that some spiders change their color?� Maria asked Max. �Sort of like a chameleon.�

Max raised his eyebrows.

�Really?� he asked. �I didn�t know that.�

Liz�s eyes went wide.

Maria, her best friend, was using information SHE gave her to flirt with a guy SHE had been interested in for most of her life.

It was official. Liz Parker had the worst luck in the universe.

Sighing, Liz took her camera and started to take pictures of the giant neutron microscope in the center of the room. However, the second it came in focus, one of the other students shoved her.

�Watch it, Parker,� they said, and their friends started to laugh.

Groaning, Liz adjusted her glasses, and focused the camera again. Those guys�and Tess�they�d never learn. They�d be the ones with nowhere jobs at gas stations and out of work by 40, living on a welfare when their good looks ran out.

Not her. Liz knew that, if she kept trying, she�d get into some hi-tech science lab. Maybe get to work with the likes of Reed Richards or Henry Pym.

Then they�d be sorry.

Sorry they�d ever laughed at her.

�Hey?� a voice called out behind her. �You like the lab?�

Liz knew that voice. Slowly she turned around, to see Max looking straight after.

Oh god, Max Evans wanted to talk to her? To HER?

Liz didn�t know what to say. How to act.

�Uh, yeah�� she answered absentmindedly. �I mean, if you go for that kind of stuff��

�I think it�s fascinating,� he responded.

�Really?!� she asked, excitedly. �Uh, I mean��

Max chuckled.

�Come on,� he said. �I know you eat this stuff up, remember? We�re lab partners. Look, I wanted to apologize about what Tess did this morning on the bus.�

�Oh,� she said. �It�s not your fault.�

�Maybe�� he responded. �I still feel guilty about it, though?�

He smiled at her. That thought kept moving through Liz�s head�he was SMILING at her.

�Hey, weren�t you talking with Maria?� she asked. �She�s probably looking for you.�

�I know she�s your friend, so don�t take this personal:� he warns, and moved in close to her, whispering. �She talks way to much.�

Now it was Liz�s turn to laugh. It was all she could do to keep from breaking out in sweats over Max being this close to her.

She showed him her camera.

�Uh, can I take your picture?� she asked. �You know�for the school paper?�

�I�m not sure,� Max admitted. �I�m a bit camera shy.�

�All you have to do is smile and try not to move too much,� Liz informed him.

�Sounds like one of my dates with Tess,� he joked.

However, before either of them could continue, the tour guide spoke up.

�Can I have your attention?� she asked. �If you would pay attention to the cages, I want to introduce you to a marvel in genetics��

She moved towards three rows of small, glass cages in the center of the room.

�Think of it as scientifically created natural selection,� she continued. �Using genetic engineering, we�ve melded all the various talents of several breeds of spiders into one species. The strongest, the most agile, the most durable web�all put together. These fifteen new creatures��

�You mean fourteen, right?� Max asked.

The entire class looked towards him.

�Excuse me?� the tour guide asked.

�There�s only fourteen of them,� Max repeated. �Look, there are fifteen cages, but only fourteen spiders.�

She examines the cages, and sees that he�s telling the truth.

�Hmm,� she pondered. �Must have miscounted or something.�

She went back to the tour.

However, Max turned back towards Liz, letting the tour go on.

�Now, how about that picture?� he asked her.

Liz smiled, and raised the camera again.

�Just don�t make me look stupid or anything, ok?� he asked, jokingly.

�That would be impossible, Max,� she responded.

She began to take pictures of Max in front of the spider display, paying attention to little else.

The spider, the one that had escaped, was slowly crawling across the ceiling.

�Ok, just a few more,� Liz said, snapping pictures still.

She continued, as the spider glided down its web. Then, dropping off, it landed on her shoulder.

�Hey Max?� a guy called out.

�Yeah, Alex?� Max said, and walked towards him.

Liz sighed, putting her camera down. She still didn�t notice the tiny creature creeping down her arm.

Until it reached her hand, and buried it�s fangs into her flesh.

�Gahhhhh!� she exclaimed, shaking her hand. The spider was shaken off by her reaction, and fell to the floor.

�Oh no you don�t,� Liz said, as it tried to get away. The stomped her foot down, squashing it.

Still, her small victory didn�t change things. Her hand felt as if it were on fire, as the area it bit started to swell.

But�how? It was so small, so it couldn�t possible cause too much damage.

Maybe it was one of those genetically altered things. The fifteenth one? She must have�oh god, she killed one of the experiments.

Liz felt woozy, deciding that she had to get out of there. Fast.

She headed for the door.

�Liz?� Max asked, as she wandered past.

�Science girl can�t handle a few bugs?� someone asked. �Wimp!�

�I think she�s gonna hurl,� another said.

Max just sighed.

Idiots.

*****

Jeff Parker hit the top of the TV. It figured�whenever the Mets were anywhere close to wining the TV clonked out.

�Oh yes, hitting the thing�s going to work,� his mother commented, a grin on her face.

Jeff smiled at her. Claudia Parker had raised him, and he loved her. But the woman could be a pest sometimes.

�I�m over forty, mom,� he said. �I think I know the inner workings of a television.�

�I know,� Claudia responded. �I just love teasing you.�

Jeff�s wife had passed away when Liz was only six years old. Ever since, he�d had to raise their daughter on his own. Every day he thanked himself that his mother had decided to move in with the two of them. It just made them feel more like a family.

Three generations of Parkers under one roof. It felt good.

As if on cue, the door swung open. Liz stumbled inside, trying to stay on her feet.

�Hey slugger,� Jeff greeted her. �How was the field trip.�

Liz lifted up her hand, showing him the swelling.

�Excruciating,� she commented.

�Eww, what did that?� Jeff asked her.

�Spider,� she said.

Jeff laughed.

�One spider did that?� he asked, amazed. �You should see a doctor about that, you know?�

She didn�t answer. Instead, she stumbled upstairs.

�Liz?� he called after her.

�Oh, she�ll be all right,� Claudia told her son. �Let her rest awhile. We�ll see how it is in the morning.�

�I don�t know�� he pondered. �That looked pretty bad.�

He stared at the stairs, still wondering.

�Oh, you�re probably right,� he concluded. �What could one spider bite possibly do?�

*****

Liz splashed water on her face, as she stared into the bathroom mirror. She squinted, not being able to see much without her glasses on.

Giving up, she put them back on.

Her eyes were bloodshot, and beads of sweat covered her forehead. She places her hand there, realizing that she had a fever.

�What�s wrong with me?� she asked, as she wandered back into her room.

Liz examined the sore on her hand, which was still swollen.

Suddenly, a horrifying thought entered her mind: what if that thing was poisonous? There could be venom in her bloodstream.

She could be dying.

�Dad�� she tried to scream, but all that came out was a raspy whisper. �Grandma?�

Liz felt weak, as her legs gave out beneath her. Then she fell down on the bed.

Her body began to convulse, and shook with a series of spasms�the force of which knocked her off the bed and onto the floor.

She thought she was going to die. That this was it: she was never going to get that lab. Never going to graduate. Never going to have the chance to kiss Max.

Then she lost consciousness, and everything went dark.

Little did she know, however, that she wasn�t going to die. No, quite the opposite.

Her DNA started to change�mutate�into something completely new. As the venom from the spider�s fangs mixed with her own cells.

Altering them.

Changing them.

When Liz woke up, things would be different. A lot different.

TO BE CONTINUED...

NEXT: Something amazing has happened to Liz. What? And how does it lead to a fight between her and Tess Harding.

How can a human like Liz possibly stand up against a super powered alien?

Find out in part 2