Michael shows Isabelle and Max the book Tess gave him. It shows them as young children and then as young adults. Isabelle asks how 'they' knew what they all would look like. Michael says they were engineered - not born. They tell Max that there's a possibility that Isabelle might be pregnant with Michael's baby.

Maria overhears Michael telling Isabelle that he's not going to let her go through this alone - it's his baby too.

Nasedo says he needs to send a message to agent Pierce. He places his hand on the chest of one of Pierce's men. He appears to fry the man's heart with his glowing hand. The man dies.

Max goes to Tess to get some answers. She tells him that Nasedo was there when she came out of her pod and he's been taking care of her ever since. Max asks why they are not able to shape-shift as Nasedo does. Tess explains that Nasedo doesn't have a human body like they do, so he needs to hide who he is. He's never let her see what he really looks like. Tess explains that the dreams they have are to awaken them to show them how things are meant to be. She tells him that they would still have to do things the 'normal, human way' to conceive. Max is relieved.

Nasedo shape-shifts to look like Max. He stops by the Crash Down to pick up Liz. He tells her they need to spend some time alone. As they are driving, he tells her that no one will ever come between them. They kiss. Liz has a flash of dark images and lightening - not her usual pleasant flashes with Max. She begins to wonder what's going on.

Maria confronts Michael about his conversation with Isabelle. He tells Maria he doesn't know what's going on. Something is happening to Isabelle and that's all that matters to him right now. He says it has nothing to do with their 'stupid' relationship. Alex heard about Isabelle's 'situation' and tells her he'll be there for her.

Max arrives at the Crash Down and tells a releived Isabelle that she's not pregnant. She would actually have to have sex -just like humans - for that to happen. Max wants to control his own destiny. He says he's not going to let a book tell him what to do. He says he hasn't seen Liz since this morning. Maria swears that Max just picked Liz up an hour ago. Max, Isabelle and Michael look at one another. They come to the conclusion that Nasedo has Liz.

Liz and Nasedo(Max look-a-like) are driving along. Nasedo stops the car and goes to the trunk. Liz's cell phone rings. It's Max. He asks where she is. Before she can answer, Nasedo takes the phone. He's just pulled the dead man he killed earlier from the trunk of the car and dumped him on the side of the road. Liz is terrified. He tells her she has no idea how many people he's been.

Max wants to tell Valenti, so he can help rescue Liz. He doesn't care that they'll have to tell him everything. Isabelle and Michael don't want Valenti to know. Maria and Alex go to Valenti and tell him Max has taken Liz someplace and she wants to come home, but he won't let her. Valenti gets on the case right away.

Liz asks Nasedo if he plans tol kill her. He tells her his only concern is to protect Max,Isabelle, Michael and Tess. He tells her she's only bait for agent pierce. He wants Max because of what he did to Liz the day she was shot at the Crash Down. Nasedo stops by a gas station and blows up a gas pump.

Michael tells Tess Nasedo has Liz. He forces Tess to come with them to find Liz since she knows Nasedo. so well.

Nasedo takes Liz to a carnival. He causes a bright blue light to stream from the ground and create a symbol in the sky to lead agent pierce to him. Liz runs while Nasedo is concentrating on the symbol. He soon catches up with her. She tries to escape again and runs into a fun-house of mirrors. Nasedo follows her. The sheriff is not far behind him. Max follows the sheriff into the house of mirrors and agent pierce and his men follow soon after. Max finds Liz, but a mirror separates them. Nasedo gets to Liz before Max can. As they escape the house of mirrors Liz looks back and see's the agents capture Max - she thinks they've captured Nasedo. Once outside the house of mirrors, Liz and Nasedo climb aboard a carnival bus to hide. Liz kisses him and sees dark images and lightening again and realizes she's with Nasedo again and not Max. Nasedo tells her he has to get Max back. He shape-shifts right there in front of her and transforms himself into a carnival clown and exits the bus. Liz is quite shaken up. She gets off the bus and starts running. She literally runs into Isabelle and Michael. Crying, she tells them that 'they' have Max.

Max is locked in a white room with no windows or doors. He goes around the room frantically banging his fists on the walls. He realizes he's trapped and sinks to the floor. Pierce and his agents watch Max.