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Before Max (Jason Behr) and Liz (Shiri Appleby) can get romantic, four thuggish friends of Kyle (Nick Wechsler) jump Max outside of the restaurant, beat him to a pulp, and warn him to stay away from Liz. Though an enraged Michael (Brendan Fehr) wants revenge, Max insists that they not draw attention to themselves and sadly vows to keep a safe distance from Liz. Back at school, Liz tries to talk to Max, but he blows her off -- even though she broke up with Kyle. Things look bleak for the would-be couple, but when Liz's grandmother has a stroke, Max channels her spirit and allows Liz to talk to her grandmother one last time before her death.