Sheriff Valenti and Kyle return town from a fishing trip and discover a highway UFO Center billboard appears to have been vandalized. Valenti doesn't get an answer when he radios his deputy to get someone to fix the billboard.

Courtney tries on her new husk in her bathtub filled with water. She tells Michael the fit is okay. He comments that it feels like real skin. She tells him the husk wasn't fully mature - she doesn't know how long it's going to hold up. Courtney tells Michael he saved her life by stealing the husk. Max calls Michael and tells him to meet him and Isabel at the CrashDown.

Liz and Maria make their way to the CrashDown. They find shed skin on the ground. Max, Isabel, Michael, and Courtney are already there. Liz asks what's going on. Tess arrives and blames Courtney for leading the skins to Roswell. She demands to know what Courtney's people have done to the town. Courtney says they're not her people. Max says they are the ones who destroyed their harvest, so the Skins have come to settle the score. Isabel looks out the window and sees them coming. They gather together and crowd in the bathroom to hide. Tess uses her powers to hide them. Nicholas and his mother enter the CrashDown and search for signs of the Royal Four. They are unsuccessful. Nicholas tells her they will search the town street by street , building by building, inch by inch. He says he's not stopping until he finds them. After they leave Tess says she's never come up against power like that before - it's like someone took a sledgehammer to her head.

Courtney collapses. They take her upstairs to the bathtub where they soak her in water. The husk is starving. Liz suggests they need vitamins and minerals. Maria pulls out her stash of Ginko, Bee pollen, Echinacea ,Vitamin C,D,E, Calcium, St.John's Wort, & Pamprin and tosses them into the bath water. Liz, Tess and Isabel look at her like she's nuts - a walking drugstore. Maria reminds them that she used to date Michael. They ask Courtney about what has happened to their family and friends. Courtney says she isn't sure, however, time exists in multiple subset dimensions on their planet. She supposes Nicholas has some kind of technology to impose one or more of them in Roswell. She explains that it's like being on Eastern , Pacific and Central time all at once - human bodies can't handle it and they disappear to another dimension. Isabel asks why Maria and Liz haven't disappeared. Courtney says she doesn't know. Maria says they were out of town this morning. Courtney says it probably bought them some time.

Liz and Maria are attacked by a skin in the Crash Down. Sheriff Valenti and Kyle come in and scare him off. Valenti shot at the skin but it didn't kill him. Max asks Courtney how to kill them. Courtney shows them a seal on her back. She tells them to take the heaviest thing they can find and hit it as hard as they can to break the seal permanently. Isabel asks about Nicholas' powers. Courtney says he can do all of the things they all can do times one thousand .She tells them they should be most afraid of his ability to enter a person's mind and get anything he wants. He rapes people of their memories and their thoughts.

They go to the UFO Center to the bomb shelter for safety from the Skins. Isabel sneaks away to find Nicholas on her own. When she does he ties her up until she pretends to be attracted to him. Isabel attempts to break his seal, but is stopped by Nicholas' mother who uses her powers to knock Isabel unconscious. Nicholas yells at his mother and tells her Isabel was no threat to him - now unconscious, she's no help at all.

Courtney tells Michael she's dying. Michael says there has to be something they can do. She tells him the granolith can save her.

Liz uses the equipment at the UFO Center to try and figure out how to bring everyone back. She discovers that there was some kind of electrical disturbance approximately 10:30 that morning about the time everyone disappeared. They figure that if some kind of energy field was turned on then it can be turned off. Valenti disappears. Maria, Liz, and Kyle fear they're next.

A Skin gets into the UFO Center. Tess destroys the seal and kills it. Kyle sees a UFO Center postcard with the same picture as the billboard that he and his dad saw. He tells them the time field is coming from a green rod. They saw it stuck through a billboard this morning on their way into town. They thought it was a prank Liz and Maria go with Kyle to try and turn off the rod.

Liz disappears on the drive to the billboard site. Maria cries and tells Kyle she needs Liz. Kyle assures her Liz and the others will be back. A Skin appears out of nowhere. Kyle warns him that he's going to kick his ass. He reaches into Maria's car and grabs her Club, anti-theft device and beats him with it. He hits the spot on the Skin's back and breaks the seal. The Skin disintegrates. Kyle disappears. Maria is left alone.

Nicholas finds Courtney and touches her head and finds out that the royal four are at the high school. He senses that she's trying to hide something from him. He finds out that Michael told her the location of the granolith. Courtney breaks her own seal and disintegrates.

Max, Michael and Tess find Isabel unconscious in the school Nicholas and his army of Skins surround Max, Isabel, Michael and Tess. They tie them up. Nicholas tells them Courtney killed herself before he could determine the location of the granolith. He touches Max's head to steal the information. Max tries to uses his powers to stop Nicholas, but Nicholas over powers him. Meanwhile, Maria climbs up to position her jumper cables on the rod . She disappears into thin air right before the jumper cables cause the rod to explode. Tess pours all of her energy into rage to try and scare them with the illusion of fire. The heat is too intense and the Skins all disintegrate.

Everyone in the town returns as if they never left. Maria, Liz and Kyle reappear and hug one another and jump for joy out in the desert.

Later, Tess and Max are walking in the park. She tells him she just wanted to scare the Skins with a mind warp. She tells him it was awful, she lost control - tapped into something completely different. Max asks if she thinks she could do it again. She tells him she doesn't want to. A kid rolls by on a scooter and bumps into Tess. She and Max watch as the kid keeps going without a word.