Max asks Liz to tell him what really happened between her and Kyle the night he saw them in bed together. He tells her he doesn't believe she would do that to him - it doesn't make sense. He tells her it can't be true because it would mean that everything he's felt in his heart for the last year has been a lie. He tells her she's hiding something. She tells him that she and Kyle made love. She tells him she's sorry. He walks away.

Michael and Maria break into Courtney's apartment. They find a Michael shrine with tons of photos shot from across the street from Michael's apartment. Courtney finds them back at Michael's apartment attempting to spy on her. They ask what she's doing in Roswell and why she's obsessed with Michael. She tells them that she's not obsessed - she follows him, in the political sense. Courtney explains that she and Whitaker were not with the other skins, that they're renegades who believe that if Michael was in charge in the first place instead of Max that none of this would have ever happened. She tells Michael that their home planet was on the verge of a golden age and then it all fell apart. She says he was the one who could have brought the waring factions together and brought peace had he been on the throne. She says that Michael is their leader - their salvation. Michael tells her it's part of her plan to divide and conquer. He asks her what's in Copper Summit. She tells him she'd stay away from there - there are no Michael worshipers in Copper Summit.

When they arrive at the Universal Friendship League they are told that it is a private organization and aren't given any information. They go to Whitaker's parent's house and are invited to stay with them overnight and go to Whitaker's funeral the next day.

Max Liz and Tess view Whitaker's body at the funeral. Liz touches her hand and pokes a hole in it. She covers it up with flowers. They realize that everyone in the town is a 'Skin' and attempt to leave. The director uses his powers to knock them to the floor so that they can't leave. Max uses his powers with help from Tess to neutralize the powers of the skins. Meanwhile, Isabelle is lead by Nicholas, a 'Skin' acting as Whitakers's teenaged brother, into a building where the 'skin's have been harvesting husks, new bodies for themselves. The husks protect them from the environment. The husks are dying and the 'Skins' will die without new ones. Nicholas tells her it's taken 20 years, nursing the husks from spores to maturity. He tells her the husks are almost ready for the harvest. He tells her he's here to take her back to her lover Kavar, the man who currently sits on Max's tarnished throne. Isabelle tries to escape. Nicholas uses his powers to knock her to the floor. He asks her where the granolith is. Isabelle tells him she doesn't know what he's talking about. She hits him over the head with a pipe. It doesn't stop him.

Michael, Maria and Courtney arrive in Copper Summit at the Universal Friendship League. Michael finds Isabelle trying to escape from Nicholas. Nicholas tells Michael that he was the one who killed him in his last life and asks Michael if he's ready to die again. Michael tells him to 'bring it on.' Courtney destroys a device that has been sustaining the husks. Everyone in the town holds their heads in agony as the husks blow to bits. Michael has save Courtney's husk. They run to their cars and drive away to escape the 'Skins.'

The 'Skins' gather and look at their husks blown to bits. The Universal Frienship League director says this is the end of it and they're all as good as dead. Nicholas says they may be as good as dead, but this is not the end.