Meanwhile, a handsome geologist uncovers a human bone in the desert with a metal detector. The confused geologist is lead to Valenti by a somewhat smitten Isabel who has just told Alex she is not interested in dating. Valenti immediately connects the bone to the skeleton of Agent Pierce who he, Max and Michael burned and buried earlier that year. Before Valenti can cover up the finding, Deputy Hanson insists the bone be tested and the area excavated.

When Michael voices his concern over the bone and the geologist, Max demands they wait to see what will unfold. Tired of Max's insistence they do nothing, Michael goes to the excavation. While there he discovers a skin-like material on the ground, which dissolves at his touch. Later when Michael's pocketknife is recovered at the scene, he is arrested and thrown into jail for murder.

Meanwhile, still posing as Agent Pierce, Nasedo dissolves the Special Unit of the FBI. After receiving an urgent call from Michael, Nasedo returns to Roswell. The kids then learn that Congresswoman Whitaker and Agent Pierce were having a relationship, as Whitaker becomes determined to prove the bones contain a chemical not found on Earth called Cadmium X. Learning of Whitaker's plan, Max goes to Liz for help in locating where Whitaker has taken the bones.

After learning the location, and with the help of Isabel and Tess, Max breaks in and alters the bones carbon dating so they appear to be over 40 years old; old enough to have been effected by nuclear testing that occurred in New Mexico during the war. Now unable to confirm her theory, Whitaker sets Michael free. Michael joins the others, minus Max, at the Crashdown where we meet a new waitress Courtney. Maria then asks Michael if they can possibly renew their relationship, to which he replies no.

In the end, thinking Michael has come to pay him a visit, Max opens his bedroom window to find an injured Nasedo. Nasedo informs Max "they" are among them now, meaning the Skins. Nasedo then dies in Max's arms.

Max takes Tess home and discovers someone has broken in. Max runs after the suspect, only to find a piece of alien skin on the brush outside. Max decides to take Tess to live with Sheriff Valenti and Kyle; who has recently returned from football camp with the self-discovery of Buddha.

Now attempting to become the leader he's destined to be, Max orders everyone to return to his or her normal life. While at school Max gets the feeling he's being followed, and soon discovers he has a new power to create a wall of energy a few feet in front of him.

Upon returning to work, Max discovers the UFO museum has been sold to a man named Brody. Looking for information on Brody, Max discovers a pentagon with alien symbols. Max tells Michael and Isabel what he found, but orders them to let him handle the situation. Against Max's orders, Michael decides to investigate. At the museum, Michael nears the pentagon and sets it off causing him to be thrown across the room, nearly getting caught by Brody who was holding the device at the time.

After Michael tells the others what happened to him, Isabel tells Max they should kill Brody before he can kill them. Max agrees, but as he is about to go through with the killing realizes it's not who they really are. Max confronts Brody about his true identity and the pentagon. Brody tells Max he was once abducted by aliens, and the pentagon was something he bought from a man who deals in alien artifacts. Brody thought the pentagon was junk, until May 14th when it went off, and was traced to Roswell.

Feeling Brody is not a real threat, Max, Michael and Isabel go to the Crashdown. While there, the new waitress Courtney excuses herself to the restroom where we discover she's actually a skin.

Meanwhile, Liz covers for Nasedo/Agent Pierce's disappearance by telling Congresswoman Whitaker about a voicemail message he left saying he was going away and wasn't coming back. Whitaker responds by shredding all of her files on Agent Pierce, although becomes intrigued when Liz mentions the name 'Tess.'

Isabel and Max have an argument in the backroom about her getting too close to Grant. Maria interrupts them telling Isabel there's a police officer out front to see her. Isabel comes out to find Alex dressed as a cop, and he proceeds to perform a strip tease for her. When Isabel has a flash of an injured Tess, she tells the others she thinks Tess is in trouble. Liz interrupts to tell them she's discovered Whitaker has been taping her personal phone conversations. Liz goes on to tell them Whitaker invited herself to the party, and is out front.

Now thinking Whitaker could have something to do with Tess's disappearance, Michael goes to search her office where he finds a file of photographs of Courtney. Michael confronts Courtney who gives him a story that because she once slept with Whitaker's stepson, Whitaker is keeping tabs on her.

Meanwhile, Max goes to Valenti who helps him search Tess's room for clues to her whereabouts. They discover the last person Tess spoke to on her cell phone was Grant. Max and Valenti go and search Grant's room, and are caught by Grant who explains he only called Tess to find out what type of roses Isabel liked.

Back at the party, Isabel has a clearer flash of the word "Red's." Maria tells Isabel she thinks she knows what she's seeing and the two of them leave together telling Liz to stay behind and cover. Isabel and Maria drive to a lighted sign "Fred's" with the "F" burnt out. Isabel then spots Tess's abandoned car. Isabel runs over to the car and finds a piece of alien skin on the door. Isabel and Maria then follow a second set of tire tracks that lead to an abandoned warehouse. Isabel tells Maria to go and get help, while she goes to look for Tess.

Inside the warehouse Isabel finds an injured Tess, and as they make their escape they run into Congresswoman Whitaker who demands to know where the Granilith is. Isabel denies knowing what she's talking about, so Whitaker explains her kind cannot exist on Earth because they lacks DNA. Whitaker goes on to tell Isabel they only have this "skin" for 50 years, and their time is almost up. Whitaker then demands to know the location of the Granilith, to which Isabel again replies she has no idea.

Whitaker then tells Isabel that she knew her in her other life; that she belongs with them. Whitaker explains her name was Vilandra, and she had a great love and for that love she betrayed Max, her planet, and her race. Denying what Whitaker has told her, Isabel takes Tess and leaves. Whitaker catches up to Isabel and Tess, and threatens to kill them. Isabel realizes she has no choice but to use her powers to kill Whitaker.

Wanting to be alone, Isabel goes to the pod chamber. There she questions everything she's just learned, and in frustration throws a rock into one of the pods. A light streams through a hole she's made in the back of the pod, and Isabel climbs through to discover the Granilith.

As Hal and Richard are driving back to the base, they encounter two while figures in the middle of the road, and are forced to stop. In looking in the back of the truck they discover two sacks, which appear to be glowing.

Later, Hal receives an invitation from Betty to meet him for a drink. There, Betty introduces Hal to Yvonne White, played by Liz, a young nurse who worked the base the night of the crash. Knowing talking to Yvonne could be dangerous, Hal refuses to hear her story and leaves. He returns to the base, to discover two Privates were killed in a jeep accident. Feeling the accident suspicious, Hal decides to talk to Yvonne. Yvonne meets Hal and tells him she helped assist an autopsy, which she describes as nothing she's ever seen before. She tells Hal the bodies were not human, and proceeds to draw what she says she'll never forget. When Hal later attempts to contact Yvonne, he discovers she is missing. Hal then goes back to the base where he finds a file with photographs of the dead Privates. In the photos, the men each have a silverhandprint on their chest.

Now knowing something is amiss, Hal confronts Richard to help him find out the truth. Hal tells Richard they both know it wasn't a weather balloon that went down that night. Hal then goes to Betty to tell her what he knows, and later tells Richard it's all about to go down. Richard plays along with Hal long enough to find out what he's up to. The next day expecting a report in the paper, Hal is concerned when he learns Betty is not in. Feeling Richard sold him out Hal confronts him. Hal learns from Richard that he's being honorably discharged. Upset, Hal attempts to find Betty and discovers she's been killed in an automobile accident.

Wanting to know the truth for himself, Hal sneaks into the building where the government is keeping the contents of the truck he and Richard earlier drove. There he finds two medical technicians dead on the floor, each with a silverhandprint on their chest. Hal then discovers the sacks from the back of the truck, and sees the white figures from earlier standing before him. Hal realizes the aliens are only there for the contents of the sacks, and tells the beings to "save them." Hal then runs, and escapes as we fade back to present day. Hal is telling the story to Michael and decides to tell what he saw in the sacks. He tells him there were four human-like fetus' each sack, eight in all. Hal tells Michael of his frustration of going through all of that without being able to help in the end. Michael turns to Hal and tells him it was he that he saved.

In the end, Michael takes Maria to the Granilith in an attempt to tell her how he feels about her. He also shares with her that they now know there are four other aliens out there like them.

Liz first goes to Tess and tries to help her become someone Max would want to be with, but Max sees through their plan. He confesses his love to her and kisses her, causing flashes of their time together. Future Max then tells Liz she must think of something better. Liz seems frustrated until she realizes how Maria's jealously over Courtney ruined her relationship with Michael.

Liz then decides to enlist the help of Kyle. Together, Liz and Kyle set it up so Max gets the impression they slept together. Max leaves and goes to the park, where Tess tries to comfort him. Tess is surprised when Max doesn't push her away. Realizing their plan has worked, Liz and future Max share a final moment together - their wedding dance. When future Max disappears, Liz realizes all of their futures are now undetermined.

Meanwhile, suspicious of Courtney, Michael and Maria each decide to investigate on their own. Michael goes to Courtney's home, and creates a diversion to get her out of the room so he can snoop through her things. As he discovers a cupboard full of skin lotion, he hears a knock on the door. It's Maria. Maria is curious why Michael is there, when Courtney suddenly comes out from the bathroom in a towel. Betrayed, Maria slaps Michael and leaves. Alex then finds an upset Maria at the Crashdown, and she tells him what happened. Alex goes to Michael and punches him out for hurting Maria, as Courtney shows up at Michael's door. As they begin to get physical, Michael discovers Courtney is actually a skin.

At Courtney's apartment, Maria discovers a shine devoted to Michael. When Courtney walks in, Michael demands she tell them why she's in Roswell. Courtney explains that she is part of a renegade group of Skins who follow Michael as their leader. She says their planet was on the brink of a golden age when it fell apart, and her group believed if Michael had been the one on the throne instead of Max he could have united their planet and brought peace. Courtney tells Michael because he would not betray Max it ended up costing him and the others their lives.

Back in Copper Summit the kids discover the Universal Friendship League, which is a private organization to which non-members are not allowed. They then visit Whitaker's family who invite them all to stay the night so they can attend the memorial service in the morning. While there, Isabel meets Whitaker's younger brother, Nicholas, who seems to know more than he leads on to.

Later that night, Max follows Liz onto the street and confronts her about what happened with Kyle. Liz tells Max that although it was a mistake, she and Kyle did make love. Unsure of whether he believes her or not, Max walks away leaving her with her lie.

Meanwhile, Michael, Maria and Courtney head to Copper Summit. Along the way Courtney explains to them that her skin is actually a husk: a shell to protect them from the Earth's environment. She goes on to say the husks are peeling because they only last fifty years, and the time is almost up.

The next day as they proceed into the service, Nicholas motions for Isabel to follow him. She does as the others go inside to pay their last respects. Inside, Liz touches Whitaker's body, which breaks. They then realize what is in the coffin is only a hollow shell. Max then sees that the entire congregation is scratching and realizes they are all Skins. As they start to leave the Skins close the doors, and attempt to use their powers to kill them. Max then creates a force field and with Tess's help, holds the Skins off.

At the same time, Isabel follows Nicholas into a larval chamber where she sees glass cases containing duplicates of the people of the town of Copper Summit, including Nicholas and Courtney. A confused Isabel looks on as Nicholas explains how it took them twenty years to nurse the husks from spores to maturity, telling her they're almost ready for harvest. Nicholas addresses Isabel as Vilandra, and says her destiny is with them. He goes on to explain that she was in love with Kivar, the one who currently sits on her brother's throne and is the one for whom she sacrificed a kingdom. Nicholas then demands to know where the Granilith is, but Isabel tells him she doesn't know what he's talking about.

About this time, Michael, Maria and Courtney barge in to save Isabel. Michael stays behind and faces Nicholas, who tells him he recognizes him as the king's second in command and it was he who killed him in his last life. As they are about to battle, Courtney smashes an alien pump, which seemed to be keeping the husks alive. As soon as the pump is smashed, Max sees the Skins losing control and falling to the ground in pain. Max then leads Tess and Liz into the street, where they catch up with Maria, Isabel and Courtney. Maria then notices Michael is carrying what looks like a body, and realizes that he has saved Courtney's alternate skin.

As the seven of them then escape from Copper Summit, the Skins look on and realize they will soon die. Nicholas then vows to them all that it's not the end

As Tess begins to interrogate Courtney about what happened, Isabel notices Nicholas coming toward them. In order to hide, they all gather into the restroom where Tess creates a mind warp. Satisfied the Crashdown is empty, Nicholas leaves. Feeling scared, Liz goes upstairs and is followed by Max. As the two of them share an awkward moment, they hear a scream from downstairs and soon discover a dying Courtney on the ground. Courtney explains her husk wasn't ready when she put it on, and says it's literally feeding off of her due to a lack of nourishment.

After putting Courtney into a bath of vitamins, Tess and Isabel demand to know what is going on. Courtney explains that Nicholas must have the technology to impose multiple subset dimensions, as they exist on their home planet. She explains it would be like living in Pacific, Eastern, Central and Mountain Time all at once, something in which human bodies can't function. Courtney then explains the humans are probably in another dimension, and says Liz and Maria will soon too disappear. With this new information, Maria and Liz proceed downstairs where a Skin confronts them. As the Skin tries to grab them, Sheriff Valenti shoots it in the back. Unaffected by the bullet, the Skin pushes past the Sheriff and Kyle and runs out the door.

Now feeling better, Courtney tells them the only way to kill a Skin is to hit it in the back at the place of the seal of the husk. Max then tells everyone to go to the UFO Center where they can best monitor the movement of the Skins. As Max and Isabel stay behind to make sure everyone has safely gotten into the Center, Isabel tells Max she is going after Nicholas. Max objects, but Isabel goes anyway and is caught. When Isabel attempts to trick Nicholas, Ida throws her leaving her unconscious.

Back inside the UFO Center, Courtney tells Michael the only thing that can save her is the Granilith. Courtney then disappears, as Kyle and Liz realize the energy field that caused the human disappearance may be coming from a billboard Kyle and his father passed on their way back in town from a fishing trip. After Kyle watches his father disappear, he decides to go back to the billboard to destroy the device, which is probably some type of generator. Max objects, but Kyle, Liz and Maria go saying they have to try.

Meanwhile, Nicholas has captured Courtney and is attempting to retrieve her memories. Wanting to protect the location of the Granilith, which Michael exposed to her, Courtney destroys herself but not before Nicholas learns that Max and the others have gone to the high school. Nicholas leaves Isabel at the school, and successfully captures Max, Michael and Tess. Nicholas reveals to Michael that he was the one who spilled the secret of the Granilith to one of their exiled members. He then tells Michael that Courtney killed herself to save their secret. As the Skins watch, Nicholas attempts to retrieve the location of the Granilith from Max inflicting him with a great pain.

Unable to stand Max being harmed, Tess attempts to create a mind warp but soon loses control of her powers creating a wall of fire that destroys the Skins. At the same time, and after Liz and Kyle have disappeared, Maria destroys the alien generator and we see the entire town reappear as if nothing had ever happened.

Meanwhile back in Roswell, Brody tells Max about recent alien communication activity on the East Coast. Later when Maria brings Brody his lunch, we realize Brody may have feelings for her.

On the road to Roswell, the Dupes discuss Zan and how because he wouldn't change his mind about attending the Summit, they are going to Roswell to find Max to convince him to go in Zan's place. Upon arrival in Roswell, the Dupes are pulled over by Valenti. They convince Valenti they're going to a New York theme party, and trick him into leading them to the Evans home where they go inside and search Max's room. There they find a picture of Liz, and realize she must be Max's girlfriend. Later when Rath goes to the high school, he confronts Liz and kisses her.

Meanwhile, Max approaches Isabel to find out what she knows about being Vilandra. Isabel hides what she truly knows, as Max then calls everyone to a meeting at the UFO Center to discuss the signals Brody told him. When the Dupes show up, Michael realizes the Dupes are the four from the missing pods (Summer of '47), and asks where is their Max. The Dupes tell them Zan had an accident, and reveal they came to Roswell to find the rest of their crew. The Dupes also reveal their protector told them about them although he disappeared years ago. The kids then break off into groups.

Rath explains to Max how they were contacted by the five ruling families of their star system who want to hold a summit in New York. He explains they need Max to represent their family because with Zan dead, Max is the King, and the families are unaware there were two sets sent to Earth. Rath tells Max the stakes are high. There are wars on their planet, and they want peace. Millions of lives hang in the balance, and Max now needs to step up.

Michael questions Lonnie about what she knows, and she tells him that when their planet was taken over by a hostile race, their people were overthrown and their mother arranged for them to be created from a mix of alien and human DNA and sent to Earth. She explains how one batch was defective, made too human, meaning Max, Michael, Isabel and Tess, and tells him they made another set, the Dupes, who have been living in New York.

Isabel and Lonnie discuss Vilandra, and how she betrayed her family, and Lonnie realizes Isabel hasn't told Max about what she knows. When Brody comes into the Center, Maria saves the day by asking him to breakfast where Brody tells Maria he feels he might be about to be abducted again.

Now worried Max may not attend the summit, Lonnie uses what she knows about Isabel, and goes to Max to tell him the truth about Vilandra. Angry about hearing it from Lonnie, Max confronts Isabel, and the two fight. Max ends the fight by telling Isabel he's going to New York and after he leaves, we realize Isabel was actually Lonnie. Max then goes to Liz to discuss the two of them being friends, and tells her he doesn't think he can. He then gives her back a gift he gave her, and tells her he needs a clean break...that he's going to New York. Using what she knows from her visit from Future Max (End of the World), Liz tells Max to be careful. She tells him the Granilith is powerful and could be dangerous if in the wrong hands. When Max questions Liz's knowledge of the Granilith, she only tells him to trust her, but Max tells her he's not sure he does.

Max and Tess then meet the Dupes to head to New York. Unsure she wants to go back, Ava tells Lonnie and Rath she's staying behind. Deciding they don't need her, Rath tells her to stay as Max, Tess, Lonnie and Rath get in the car and head toward New York.

Back in New York, Max passes the test when an Emissary pulls information from his mind about their star system. Rath tells Max the vision is stenciled on his brain, and the Emissary is simply using a human body as a vessel to communicate; that he can make the human do whatever he wants, and the human will later believe he's been abducted. As Liz decides to tell Maria she never slept with Kyle, and about her visit from Future Max (End of the World), Max learns more about their.

The Dupes tell Max about the five worlds of their star system and how each is sending a representative to the summit. Max learns they are all at war, and people on his planet are unhappy with Kivar's rule. Max then learns he has a possibility of going back, and questions leaving Michael and Isabel behind. The Dupes explain that the leaders are expecting the Royal Four, not the Royal Seven. When Lonnie asks about the Granilith, Max denies knowing anything about it.

Max calls Isabel to ask her how she feels about going "home" and demands she and Michael give him an answer. Max then tells Isabel that Lonnie told him about Vilandra, and Isabel is confused when he mentions his their last meeting. Isabel realizes Lonnie had impersonated her, and confronts Ava who tells them she knows nothing. Liz then pleads with Ava to tell them the truth saying she loves Max as much as Ava did Zan. Ava confesses that Lonnie and Rath killed Zan, and will probably kill Max.

Max attends the summit and meets the other leaders, all in human bodies including Brody's. In walks Nicholas there to represent Kivar and their world, and reveal Kivar's offer: Max can return as King in name only and all power remains in Kivar's hands; Max tells his followers to lay down their weapons and devote their loyalty to Kivar; Max returns the Granilith. Telling them he needs to think it over, Max and Tess take a moment to discuss their options. Max then shares Liz's warning about the Granilith, although neither is sure how she knew.

In Roswell, Isabel is unsuccessfully trying to warn Max by dreamwalking him, and Ava reveals that because Max healed Liz, she should have the power to get through to him. Scared, Liz agrees to try. Meanwhile in New York, Lonnie goes to Nicholas to cut a deal in order for her to get home. We learn the two share a past, as Lonnie tells Nicholas she remembers their World, Kivar, and being Vilandra. Nicholas tells Lonnie that Kivar wants Max dead either way, but if she can arrange the deal she can go home. Lonnie then goes to Max telling him millions of lives hang in the balance and provides reasons Max should accept. Back inside the summit, Max turns down the deal as the representatives of the worlds withdraw their offers and leave.

Upset at Max, the Dupes decide to kill him although Liz gets through just in time to warn and save him. Max then realizes the Dupes and Tess are gone, and he later finds Tess sitting alone, scared. Tess tells Max the Dupes tried to get inside her head and find out where the Granilith is, and although she doesn't know where the Dupes went, she knows she's ready to go home to Roswell.

Back in Roswell, Max tells Isabel he decided not to take the deal because he realized that any deal meaning he would be leaving she and Michael behind was not a deal he could accept. He then tells her their relationship comes first now, and always. Meanwhile, Liz tells Ava goodbye, as Brody tells Maria of his abduction. Liz then tells Max she doesn't feel any different as he thanks her for saving his life. Max tells Liz he would like to start their friendship again, and says he has only one question to ask her - did she sleep with Kyle. Max assumes the answer is yes when Liz doesn't respond, and as Max leaves, we see Liz is torn with not being able to tell him the truth.

As the town attends the local Christmas pageant, headed of course by Isabel who reveals she knows what they call her, Maria tells Liz that while caroling she discovered Brody's daughter, Sydney, has terminal cancer. Liz goes to Max with this information, and as Max looks over to Sydney, he gets an idea of how to restore the balance. Max later goes to Brody's house with the intent to heal Sydney, only to discover she's been transferred to a hospital in Arizona.

Still wanting to heal Sydney, Max tells Michael he's going to Arizona and although he doesn't agree with his decision, Michael goes with him in order to keep them out of further trouble. At the hospital, as Michael keeps guard, Max enters the children's ward and heals Sydney. As he's about to leave, he looks around to the other sick children and unable to stop himself, heals child after child until all his powers and energy are drained. Just as the hospital security are about to catch them, Michael runs in and finds an unconscious Max on the floor. We discover they escape through a hospital window, as nurses and security guards come in to find the once sick children, playing, healed.

Max later goes to Liz to thank her for telling him about Sydney, and she tells him he can't go on healing people. She explains that maybe someone or something is planning everything that happens and it was Max who once told her that he's not God. Liz then invites Max to midnight services, but he simply leaves her saying Merry Christmas.

Later at the Evans home, Michael comes to Max to tell him he wished he could have healed the children Max couldn't get to. He then tells Max he has something he wants to show him. Michael takes Max to Brody's home, where they watch Brody telling Sydney a story. Max then goes to John's house and as the two say goodbye, John tells Max he too should be with the people he loves.

Max is then seen walking into midnight service, and as he passes his family, he sits down next to Liz who turns to him saying she didn't think he believed in God. Max looks to Liz telling her he does believe in her, and as the snow begins to fall, the two look up to the sky holding hands with renewed friendship.

Meanwhile, Michael's been torn over what to get Maria for Christmas and Isabel tells him to simply make it something thoughtful. Michael then comes up with the idea of a new bumper for Maria's Jetta, which they keep wrecking, and although she is thrilled with the sentiment, Maria looks to him for her 'real' gift. Michael panics until he realizes Isabel left him something to give to Maria, and as Maria opens the gift, they both discover it's a set of pearl earrings. Maria is ecstatic that Michael would spend so much money on her, but still says the best present she has is him.

Over at the Valenti house, Tess has discovered the Sheriff and Kyle don't normally put much celebration into Christmas. She then attempts to bring them all closer by planning a dinner, and inviting Amy DeLuca whom they'd earlier ran into at the grocery store. At dinner, Kyle realizes how much time and thought Tess put into the evening.

Meanwhile, an old friend of Valenti's from the state police board, Dan Lubetkin, comes to Roswell to investigate the shooting of Everett Hubble - a man Valenti shot last year after the Roswell UFO convention. Dan becomes suspicious when he sees Max at the police station, connecting him to the same "Max Evans" eyewitnesses claim was with Everett Hubble before he was shot.

At the movies with Grant, Isabel has another vision of the girl and immediately goes to Valenti's house with Max. Valenti tells them no one has been reported missing. Isabel reveals she saw a silver car in her vision, hoping this clue will help find the girl. After a troubled Isabel leaves, Valenti reassures Max - he believes Isabel is telling the truth and will go to the station to do what he can. On his way to work, Valenti stops at the Crashdown where he runs into an old classmate who tells him two startling things. One, she thinks her daughter, Melissa Foster, might be missing. And two, Melissa drives a silver car. Thinking Melissa is the kidnapped girl in Isabel's visions, Valenti launches an investigation.

As the investigation begins, Isabel has another vision of the girl and sees Grant as the one who kidnapped her. Max and Isabel tell Valenti, who attempts to obtain a warrant to search Grant's belongings. Unable to obtain the warrant, Valenti goes to Grant anyway and illegally searches through his things. Valenti returns to the station empty handed, and Dan questions Valenti about his erratic behavior and poor judgement. As he and Valenti begin to argue, Melissa Foster shows up. She wasn't kidnapped at all, her car simply broke down and she didn't call her mother.

Valenti secretly meets with Isabel and Max to tell them Melissa Foster has been found, and Isabel apologizes for being wrong. Valenti tells her he wants her to come to him if it ever happens again. When he returns to the station he discovers Grant has filed a lawsuit against him and the city. Dan begins to question Valenti about Max and Isabel, but when Valenti refuses to give him any information, Dan warns Valenti he's skating on thin ice.

Later that evening Isabel has a detailed vision of the kidnapped girl's whereabouts. She and Max call Valenti as he's arguing with Dan. Valenti covers saying it's a deputy calling, but Dan is suspicious. Valenti meets Max and Isabel at the place in her vision, Frazier Woods. There they discover a girl, Laurie Dupree, buried underground. As they dig her up, gunshots suddenly explode around them. Max quickly uses his powers to create a force field to hold off the incoming bullets, until Isabel can successfully remove the girl from the ground. When Max releases the force field, Valenti gets a shot off at the kidnapper, who gets away just as Dan shows up at the site.

In the end, Dan questions Valenti on how he found the girl and why he was in the woods with Max and Isabel, two civilians. When Valenti is once again vague about the kid's involvement, Dan tells Valenti that whatever he's covering up, he's going to uncover. Isabel comforts Laurie as she's lifted into an ambulance. When she touches her hand, Isabel flashes on something otherworldly. She tells Max there's something about Laurie, "Like I know her."

Meanwhile, Liz has admitted to Maria that she can't get Max off her mind, and needs a life. Maria's cousin Sean DeLuca then shows up in town, catching Liz's interest. As Maria sets ground rules for Sean's stay in Roswell, she warns him to stay away from Liz. At the same time, Kyle begins to wonder how he's been changed by Max's healing him. Tess takes advantage of the moment to play around with him by making him believe he may have powers.

Now that Valenti is on the verge of losing his job as Sheriff, Kyle and he argue over whether to tell everyone the truth about the aliens. Kyle then meets Agent Duff when she enters Valenti's office to go over the case of the once-again-missing Laurie Dupree. Valenti tells Duff that Laurie had escaped from a mental institution one week before the kidnapping. Michael then pages Valenti to Frazier Woods, where they discover an odd blue crystal-like substance in the ground where Laurie was buried.

Upon his return home, Valenti finds Laurie waiting for him. Laurie tells Valenti it wasn't a man who took her, but a 'them.' Valenti is called away by Duff, so he tells Laurie to stay put and trust whoever he sends to come and be with her. Valenti asks Isabel to come over and watch Laurie.

When Isabel shows up, Laurie tells her that 'they' put needles in her. When Isabel is unable to see any needle marks, she wonders about Laurie's sanity. Michael and Max then show up to help and Laurie freaks out upon seeing Michael, screaming, "You're dead! You're dead!" Laurie runs from the house and is eventually found by Agent Duff. Laurie tells Duff that she was staying at Valenti's and that he told her to trust him. Agent Duff questions Valenti who can't deny what Laurie is saying. He realizes he's in bigger trouble than before, now that he withheld information about Laurie's whereabouts.

Later at the Crashdown, the kids learn the City Council fired Sheriff Valenti. Kyle asks the aliens to please stay away from him and his father, but Max tells him he can't make that promise. Kyle wordlessly hands Max the blue crystals Max asked him to steal from his father's office, and walks out. When Max, Michael and Isabel put the substance under a microscope, they discover it is a living organism. Michael and Isabel then break into the Psychiatric Hospital that held Laurie Dupree, and find a photo in Laurie's personal belongings that looks exactly like Michael and is entitled "Grandpa, 1935."

Soon after learning Valenti lost his job, Amy DeLuca goes to him insisting they spend the day together. In the end, the two begin a romantic relationship.

Michael calls Max and Isabel saying he thinks Laurie is crazy, but Max tells Michel to get her talking so they can find out more about the blue crystals. Not getting anywhere with Laurie, Maria decides to give it to her straight. She tells her she can either trust them, or run to the Mexican border. Laurie decides to run, but Maria and Michael catch up with her. Maria then tells Michael he needs to either tell Laurie the truth about who he is, or make a personal connection with her. Michael goes to Laurie telling her to trust him; that he will not turn his back on her. Michael further tells Laurie that although he's not her grandpa, he'd like to meet him. Laurie tells Michael her Grandpa is in Tucson, Arizona.

As they arrive at Laurie's lavish home, they discover her grandfather has passed on. Laurie's Aunt Mary and Uncle Bobby, now in control of the Dupree estate, are shocked to see Michael, who looks exactly like their dead father. Michael explains to them how Laurie was kidnapped and is surprised when her relatives don't react, only saying that Laurie is crazy. Laurie's relatives then give Michael fifty thousand dollars telling him to leave, and stay away from Laurie forever.

Kyle and Tess stumble on Valenti in the family room using large woodcutting tools to work out his frustration. They discover Grant Sorenson is suing him. Valenti then goes out to the woods to meet with Sorenson to work out their differences. Grant screams and attacks Valenti, but quickly snaps out of it, acting like he has no idea what happened. Valenti goes to Agent Duff telling her to put Sorenson under surveillance; Sorenson is the kidnapper. Valenti tells Duff about Sorenson's behavior, but Duff doesn't buy it. She tells Valenti Grant just brought her the kidnapper's gun, which he found in the woods. Why would he do that if he was the kidnapper, she asks? Dejected, Valenti leaves for home only to have Duff come back to him for help a few hours later. She tells him they have connected Grant Sorenson to all of the evidence they have found, and for whatever reason Valenti seems to know more about the case than anyone. Duff then tells Valenti that if he helps her close the case, she will make sure he gets his badge back.

Meanwhile, at the Crashdown, Isabel tells Alex and Liz to help cover for Maria and Michael while they're gone with Laurie. When Sean shows up looking for Maria, he asks Liz to come with him to help calm his Aunt Amy. When Liz admits to Amy that Maria is with Michael, Amy tells Liz she's not leaving until Maria calls on Liz's cell phone and she can talk to her. When Maria does call Liz, Amy intercepts the call insisting she talk to Michael. Amy then tells Michael to take care of her daughter, as Sean suggests they call the police. Liz and Sean get into a playful pillow fight just as Max shows up wanting to talk to Liz, telling her he needs her help. Liz and Max leave to go and investigate the blue crystals using Brody's high tech equipment. Liz determines the crystals are a kind of parasite.

Liz dispatches Isabel to question Grant about his experiments in Frazier Woods. Afterwards, Isabel tells Max and Liz about the water table under Frazier Woods, which seems to be the common thread in all of his experiments. They conclude the parasites might need water to survive, and on a map discover a stream running from where Laurie was buried to the site of the 1947 crash. Max admits the parasites may have been on their ship when it crashed. Liz then makes a joke about phoning home for answers, and Brody walks in. Seeing Brody, Isabel gets the idea to try and use him as a vessel to contact their planet. Isabel convinces Brody to let her put him under hypnosis, saying it could help him find out more about his abduction. Isabel forces a connection with Larek through him, stopping Brody's heart in the process. Max tells Larek they need his help, and asks him about the crystals. Larek asks if Max means the Gandarium. If it is the Gandarium, he says, Earth is infected and they need to get off the planet now. Larek then leaves Brody's body.

Maria and Michael decide to go to the local records office, and discover that Laurie is the rightful owner to the Dupree estate. They go back to the Dupree estate with what they've discovered, and are invited to stay as guests. Maria reveals to Meredith Dupree she knows the Duprees paid off doctors to say Laurie was insane so they could have all the money to themselves. In a bomb shelter under the Dupree estate, Michael and Laurie discuss Grandpa Dupree. Laurie shows Michael old notebooks her Grandfather used to keep, explaining how he claimed to be abducted and how it eventually drove him insane. Michael realizes that Laurie and her Grandfather contain the genetic defect the Gandarium need to survive. Michael then tells Laurie she's not crazy, and what happened to her was real. He also tells her she has a right to take back what is hers, including the house and her life.

At the Crashdown, Max, Liz, Tess and Isabel meet to discuss what Larek told them about the Gandarium. Brody shows up as Larek and explains how the Gandarium are a genetically engineered life form used to bridge together alien and human DNA in order to make alien hybrids. He goes on to say they will infect only certain humans who have a defect they can grab on to, in this case, Laurie Dupree, and the infected human will eventually die. Tess and Liz realize the Gandarium have not finished what they started on Laurie; that's why they are still after her. Larek then explains there is a queen and a hive, and if they can find and destroy the queen the rest of the Gandarium will die. Max tells everyone to meet in Frazier Woods to look for the crystals' nest.

At Frazier Woods when Kyle and Alex help to look for the crystals, they discover a cave, the nest, and eventually become trapped inside. Kyle calls Liz to tell her where they are, and explains they are unable to get out. Max, Isabel and Tess attempt to use their powers to break into the cave, but their powers have no effect. Isabel leaves to get equipment to help rescue Kyle and Alex while Max, Liz and Tess try to dig them out. Inside the cave, Alex and Kyle discover the Gandarium die without oxygen.

Back at the UFO Center, Isabel is drugged and kidnapped by Grant. She later awakens to find him rambling that he doesn't remember everything that's been going on with him, and he begs her to help him. Isabel realizes Grant was infected by the Gandarium when he was digging at Puhlman Ranch over the summer, and concludes the queen must be inside of him. Grant then tells Isabel he is supposed to kill her, but can't bring himself to do it. He lets her out of the car, and she calls Valenti telling him to get to the Dupree estate to stop Grant from killing Laurie. Valenti goes to Agent Duff and explains the situation, asking her to come to Tucson with him.

At the Dupree estate while lounging at the pool, Michael gets a call from Max who tells him what they learned about the Gandarium needing oxygen to survive. Feeling they are safe, Maria, Laurie and Michael then enjoy an extravagant dinner. Upon orders from Maria, Michael goes to find the maid and discovers she's been killed. He then tells Maria to take Laurie to a safe place and goes looking for the intruder. While Maria and Laurie flee to the bomb shelter, Michael is shot by Grant.

Grant reaches Laurie, just as Valenti and Duff show up at the estate and find Michael shot on the floor. Michael tells them to go after Grant who is holding Laurie hostage. Duff shoots Grant and everyone watches as the queen of the Gandarium comes out from his body. Remembering what Max told him, Michael closes the queen in and uses his powers to suck the oxygen from the room. The queen then dies, thus killing the hive and freeing Alex and Kyle.

Not knowing what she's seen, Valenti tells Duff sometimes things are better left untold, especially if she wants to keep her career intact. Michael tells a now safe Laurie Dupree goodbye.

Once in Vegas, Michael uses his powers to change everyone's IDs to say they are at least 21. He then tells everyone that he and Max are not to be bothered, and gives each person three thousand dollars to spend. As everyone runs off, Liz and Max discuss how each was surprised the other decided to come along. Max tells Liz he's only there for Michael, and Liz responds she's only there to support Maria. Michael then tells Liz to get lost, and he and Max hit the tables.

As Maria goes for a massage, Isabel, Liz and Tess enter the Casino where Liz and Tess are stopped by security. A nervous Liz blurts out they are only seventeen, and she and Tess are forced to go to the video arcade. Over at a blackjack table, a bored Isabel goes off in search of something more exciting as Alex loses his entire three thousand dollars on one hand. While Alex tries to calm down, Maria comes up to him and begs him to accompany her to an audition for a booking agent she's discovered. Alex agrees when Maria tells him she'll give him her entire three thousand dollars for the favor.

Maria then goes to Michael at the craps table to tell him about her audition, and he tells her to get lost. Michael continues to win and Max realizes he has been using his powers to cheat. Max tells Michael he should stop, but Michael is too caught up in the energy of the moment. Michael's tremendous luck grabs the attention of the pit boss who closes down the table. Upset at the pit boss, Michael throws a punch and gets himself and Max thrown in jail. Michael calls Maria to bail them out, and she tells him the audition she just went on was for a stripper. Waiting for Maria to collect bail money from Kyle, Michael and Max get into a fight in their holding cell. Michael tells Max he has been like a machine lately.

Meanwhile back at the arcade, Liz and Tess admit neither of them is happy to be there with the other. Liz also admits to Tess she never wanted to come in the first place, all the while thinking of what Future Max had told her about she and Max being married in Las Vegas. While playing the slots, Isabel discovers a bride upset because her maid of honor has food poisoning. When the bride asks Isabel to fill in, she agrees being smitten with the best man, Dave. After the wedding, Dave and Isabel share a dance. Intrigued by his good looks and charm, she agrees to go to his hotel room.

Now out of jail and back at the hotel room, Max decides to leave Vegas. Maria begs Michael to make Max stay, saying she's planned a dinner for all of them, but Max tells them he's leaving. Max then goes to Liz to tell her he's leaving, and the two discuss how ridiculous it would be to ever get married in Vegas. When Max goes to leave, he sees a married couple going into the casino and has a vision of he and Liz as a newly married couple.

Later at the dinner, Michael surprises Maria with an opportunity to sing just as Isabel shows up to tell Alex she left Dave before anything had happened. Feeling she'll never find the right guy, Isabel tells Alex she must be a freak and as Alex invites Isabel to dance, he tells her when she's ready for it, she's going to make someone the happiest man ever. At the table while Liz watches everyone dancing, Max shows up and asks her to dance. Then on the dance floor, Max tells Liz about his vision of the two of them and just as Liz is about to tell Max about Future Max, the song ends.

That night at the hotel room, the kids walk in to find Sheriff Valenti waiting for them. He tells them how irresponsible they were to leave, with everything that's been going on, without telling him where they were going. He then orders them all back to Roswell, taking Kyle and Tess with him. Max and Michael mend their friendship over a cup of coffee. Max admits he does act like a machine, and should be more of a friend but he feels so responsible for all of them sometimes he lets it get in the way of how much they all mean to him. Max tells Michael that without him he'd be lost and Michael tells Max that as long as they stick together, they're going to make it.

Maria gets upset when Michael says he's not taking her to prom, as Kyle gets peer pressure to ask Tess. When Isabel mentions the prom to Alex, he tells her he can't go with her because he can't go back to the place they were before he left for Sweden. Max then goes to tell Liz he's having memories of his planet, and when she starts talking about prom he asks her to go.

The next day when Liz misses the bus for school, Sean offers her a ride. He apologizes for kissing her telling her he thought he caught a vibe, as Liz tells him she's going to prom with Max. Kyle asks Tess to prom, as Maria questions Michael about his missing a shift at work. When Michael blows Maria off, she becomes suspicious and gets Liz to break into Michael's apartment where they find the name and address of a woman, Juanita, written onto a notepad. They go to the address they found and as Liz tells Maria she feels like she and Max are drifting apart, Maria sees Michael with another woman. Maria begs Liz to go and ask Max if Michael is cheating on her.

At Max's as he and Tess are attempting to retrieve more of their memories, Max tells Tess he is going to prom with Liz. Max then remembers another image from their planet and as he hugs Tess, Liz comes to the window to see. An upset Liz goes home to find Sean waiting for her. Liz tells Sean her life is falling apart, and the two of them go bowling where Sean tells her how he feels so much every time he looks at her asking her if it's one sided. When Liz is unable to answer, Sean tells her that although he understands what she feels for Max, she's not getting what she needs from him. Over at Alex's, Isabel shows up to tell him she's going to graduate early, is going to college and this is her last chance to have a prom. Alex then asks Isabel to prom.

The night of the prom, everyone gathers at the Crashdown. As Sean takes a group photo, Liz reflects how she feels it will be the last time they will all ever be together. At prom, Isabel realizes she has deep feelings for Alex, as Kyle realizes his feelings for Tess are only those of a sister and a brother. Meanwhile, as Liz and Max dance they both realize what different paths they are on. Liz then brings up Max's marriage to Tess and tells him they need to stop pretending; that maybe they are holding on to something that will never be. Liz tells Max she's been in so much pain, and is suffocating inside. Max, who can't deny any of what's she's feeling, let's her go. Max leaves, just as Michael shows up in a tuxedo and explains to Maria that the girl she saw him with was his dance teacher. Michael tells Maria he didn't want to ask her to the prom because he couldn't dance.

Out in the hallway, Tess sees Max sitting alone and goes to him. Max tells Tess it's over between he and Liz, and further tells her he remembers their first kiss. Max then explains his memory in detail and as they replay the moment, they kiss. Liz sees Max and Tess kissing, and leaves. Liz goes to find Sean at the bowling alley, and lets go of her emotions as the two enjoy each other's company. Liz writes in her diary how she can finally breath again.

As Maria goes for a massage, Isabel, Liz and Tess enter the Casino where Liz and Tess are stopped by security. A nervous Liz blurts out they are only seventeen, and she and Tess are forced to go to the video arcade. Over at a blackjack table, a bored Isabel goes off in search of something more exciting as Alex loses his entire three thousand dollars on one hand. While Alex tries to calm down, Maria comes up to him and begs him to accompany her to an audition for a booking agent she's discovered. Alex agrees when Maria tells him she'll give him her entire three thousand dollars for the favor.

Valenti talks to Kyle about Alex's death, and wishes him a Happy Birthday as Isabel has a dream that Alex never died. At the Deluca's when Michael informs Sean of Alex's death, he asks Michael to watch over his family. Max then calls Liz to check on her, but her mother tells him she thinks Liz is in denial and is not even sure where she is. Meanwhile, Liz has gone to the junkyard to take a look at Alex's car where she finds the photo of Alex and Leanna. Liz notices that Alex's head has been cut out of the photo. Valenti then questions the driver from the crash who says Alex drove straight into him. Isabel tells her mother she feels guilty for Alex's death.

Liz shows Maria the photo she found saying it means something. When Valenti questions the delivery boy, he tells him that Alex acted like it was the end of the world the night of the accident. Valenti and Hansen consider the possibility that Alex committed suicide. As the school builds a memorial for Alex, Max shares with Tess how it felt to touch Alex's dead body. Maria gets upset that those who didn't know Alex are pretending to care, as Kyle comes to ask Michael and Max to be pallbearers. Isabel then tells the group she's graduating early, and is leaving for college in the fall. She tells Max she already told their mother, and as the two get into a fight Isabel tells Max her mind is made up.

After Liz questions the delivery boy, she goes to Valenti who tells her he thinks Alex committed suicide. Unable to accept this, Liz goes to Max upset that everyone will think Alex committed suicide. Max tells Liz he won't let that happen.

Isabel has another dream of Alex, and tells him she's sorry. She begs him not to go, but he tells her as long as he stays things will never get easier for her. Alex then tells Isabel goodbye, and she tells him she loves him. Alex tells Isabel he loved her too. Back at Max's as he and Liz discuss Alex, he brings up a story about the prom. Liz then tells Max she saw him kiss Tess at prom and knows they are both moving on. She then thanks him for listening, and leaves asking him to always be her friend.

After Alex's funeral, Max argues with Valenti over what he said to Liz, and Valenti decides to give Max the file on Alex's death. At the wake, Liz finds Mr. Whitman and asks him if she can go into Alex's room. There she goes through Alex's things and finds tickets to a concert. Liz tells everyone you don't buy concert tickets when you plan on killing yourself, and says she thinks Alex was murdered; possibly by an alien. Max and Isabel get upset at Liz's accusation, and Liz brings up the fact that if an alien did kill Alex that would make Max, Isabel and Michael responsible.

The aliens leave, and Liz tells Maria and Kyle she's determined to find out the truth. Later that night, Liz reflects on their moments with Alex. When she finally breaks down to cry, the delivery boy shows up with Alex's credit card receipt to show her the bizarre way he signed it.

The four aliens gather to discuss Liz; she's talking to a lot of people and asking dangerous questions. Isabel tries to consider the possibility that Liz is right, but Max shuts her down. Isabel then tries to discuss her college plans, but again Max dismisses the subject. Later, Tess asks Max about their prom kiss, wanting to know where they stand. Max admits the implications of them being together scare him. Meanwhile, Liz and Sean get caught breaking into the school to copy Alex's student files. Sean covers for Liz. Deputy Hansen gives Liz a warning, but hauls Sean away.

Across town, Michael offers to talk to Isabel to discourage her college plans and Max agrees. As they then talk about Alex, Max tells Michael he couldn't bare it if Liz is right, if they are responsible for his death. Max goes on to say he now agrees with Michael's earlier pursuit in finding the truth about their alien lives and that maybe they don't belong on Earth. Michael contradicts him, saying he feels he might've been wrong all along.

Valenti informs Max about Liz's break-in and warns they should be more careful. Using a number off the stolen files, Liz calls the Olsens, Alex's host family in Sweden, but gets an answering machine. The next day at school, Michael tells Isabel she can't go to college and it's by Max's command. Stung, Isabel retorts that if Max has something to say to her he should find the time to tell her himself. Meanwhile, Max overhears Liz on the phone with the Swedish Embassy, asking about a building in one of Alex's Sweden pictures. Max demands she stop asking questions and they have a bitter argument. Tess comforts Max and leads him to the Observatory where she shows him a star that can also be seen from their planet. Tess explains that even though it feels like a dream, their home planet is a reality.

Maria goes to Liz's room. It's littered with information about Alex. She pleads with Liz to stop chasing something that's not there and accept Alex's death. Liz goes to Sean to thank him for covering for her. Sean tries to get her to open up, but she tells him she can't, kisses him and leaves. Maria goes to Michael and explains she can't be with him; he's only going to leave one day and her heart can't take any more loss. Later, Liz finally gets through on the Olsen's number, but the man on the phone tells her no one named 'Olsen' lives there. Liz decides she must go to Sweden herself to investigate.

Meanwhile, Max finds Isabel and offers an alternative to her college choice. When Isabel insists she's going to do what she wants, Max tells her he will do everything in his power to keep her in Roswell. Liz waits outside of town for a taxi to the airport. Max drives up to stop her from going. Max tells Liz that if she leaves, their friendship is over. Liz tells Max it's the price to pay to find out the truth.

After getting advice from Mrs. DeLuca, Michael tells Maria she's right, he will leave someday, but he wants to give her now and they reconcile. Max returns to the Observatory where Tess finds him. Max opens up to her, saying his life on Earth is falling apart and he's ready to accept his alien side. They consummate their relationship Just before boarding a plane to Sweden, Liz gets a call from the Embassy. The building she asked about was torn down seven years ago. Liz realizes Alex never went to Sweden.

Liz goes to ask Tess about her powers on mind control and Max shows up demanding to know what they were talking about. Max jumps to the conclusion that Liz is accusing Tess of killing Alex, but Liz tells him he's wrong. Kyle then tells everyone Tess was with him the night Alex died and Liz leaves. Maria comes to Liz to tell her the emails she got from Alex were not sent from Sweden, but from a nearby University. As Liz and Maria get ready to the University, Michael stops them demanding to know where they're going. Michael later lies to Max about what he knows about the whereabouts of Liz and Maria, as Max tells him Tess is pregnant. Max goes on to explain that Nasedo told Tess alien pregnancies last about a month, and the baby is growing fast. Michael warns Max about the implications of Tess having the baby, and how it affects all of their lives.

At the University, Liz and Maria search the room where Alex stayed and discover he was going by the name of "Ray." They also find out that Alex rarely left his room, that all he ever ate was Thai food and that he spent a lot of his time using the University's super computer. Back in Roswell, Max studies the alien book as he and Tess discuss what to do. Tess tells Max she's going to have the baby, and as the two begin to argue, Tess feels something wrong going on inside. Max touches her stomach and connects with the child. Max tells Tess it's a boy. Later as they discuss looking for an apartment, Tess brings up the subject of them going home to their planet.

As Maria and Liz feel they are close to figuring out what happened to Alex, they come upon a concert where they see Leanna in the crowd. They chase after her but lose her and run into Michael. Liz then questions someone at the University about what Alex was doing on the super computer, as Michael tells them they have to go back to Roswell. Just then, the man helping Liz shows them all what Alex was working on...decoding symbols and translating them into English. Michael remembers the symbols as being from the alien book. The man also tells them that Alex deleted all the results, but not before he emailed them to another address. Michael, Maria and Liz then go to find Leanna but discover she's gone. They decide to search her room where they find a bill for a rental property outside of the University. They go to the property and discover a glass-like rod and a computer with the entire alien book transcribed into English.

At Valenti's, as Max studies the alien book, Tess tells Max there's something wrong with the baby. Max again places his hand on her stomach, and tells Tess that the baby is sick - that the Earth's atmosphere is poisoning their child. Max then comforts Tess saying he can't figure out the book. He tells her he's sorry for always taking her for granted while over at the Crashdown, Isabel is telling Kyle how she's over Max and doesn't want to continue playing pranks.

That night at home, Isabel finds Max outside where he breaks down and tells her what's going on. Max confides to Isabel that he's scared, and explains how he feels irresponsible even though he knows it's their destiny. Isabel takes Max to the park where she makes it snow. As they reminisce about the first time they saw it snow, Isabel tells Max they'll figure out what to do. Michael then rides up on his motorcycle and hands the translation of the alien book to Max. Max reads the translation and says they can now go home.

At the UFO Center, Brody begins ranting about his alien memories. Amy and Sean begin to say Brody is crazy, and irritated with them, Brody orders Tess and Max to tie them all up. Maria then gets a cell call from Liz, and attempts to give her an encrypted message. After Liz hangs up, she tells Isabel and Michael about the call, but not getting it, Isabel and Michael simply leave to pick up Max from work. Now tied up as well, Tess attempts to mindwarp Brody but is unable to get in because of his confused state of mind. Brody then pulls out the alien pentagon, which throws Tess and Max across the room as Max and Tess realize they can't use their powers. Michael and Isabel then enter the museum and encounter Brody with a gun. Also not having use of their powers, Michael and Isabel run for the exit. Liz sees Michael and Isabel outside the Center and the three of them decide to go to Valenti.

Brody what he wants. Brody tells Valenti he wants food sent in. As Brody goes near Tess and Max, he remembers the place that the two of them first met on their planetÉDemoras Rock. Brody goes on to describe the area and we see that Tess, too, remembers. Max denies what Brody is saying is true, saying he and Tess have never been in love, while outside Hansen comes to the UFO Center. Seeing Hansen, Valenti calls him and tells he should check on the townÉthat he'll take care of the Center. After Michael, Isabel and Liz prepare the food to be taken in to Brody, Valenti pins a camera on Liz's lapel. Liz then takes the food into the UFO Center but as she leaves, Brody realizes the food tastes different. Brody concludes the food was prepared by aliens and insists Liz is one of them.

When Max verbally comes to Liz's defense, Sean trips Brody who upset, points the gun at Liz. Valenti then calls an upset Brody, as Sean tells Liz to get his knife and cut upon his ties. When Sean tries to take Brody down, he is stabbed. Liz begs Max to heal Sean, but Max explains he can't use his powers. Meanwhile, Deputy Hansen figures out something is wrong and Valenti tells Kyle, Isabel and Michael they need to activate an old lock-down panel at the Center before the cops arrive.

Inside the Center, Tess asks Max if he's still in love with Liz. Tess then tells Max that everything Brody has said about them is true, as an injured Sean asks Liz out for a date. Max then decides to tell Brody everything he's been saying is true, and almost buying into it Brody notices Liz wearing a camera. Upset again, Brody threatens to kill Liz. Max then again comes to Liz's defense as sirens are heard outside and Brody demands they all move into the office. Outside we see Hansen has set up a Calvary to break into the center.

Now in the office, Max discovers Brody's head device that short-circuited as he and Liz figure out that's what enabled Brody to access Larek's memories. Max says he can heal Brody, but needs Maria to get him to turn off the alien pentagon. Max then heals Brody who forgets what's transpired, just as the police are about to break in. In order to protect what Max has said, Liz tells Sean if he'll keep quiet she'll go out with him while Tess uses her mindwarping powers to erase Amy's memories.

Later that night, Max climbs into Tess's room and tells her that when he healed Brody he saw these flashes from Larek, and that he remembers her.