Michael tells Maria he doesn't do proms - he doesn't believe in them. He tells her the whole thing is bogus, it's completely unnatural. Maria tells him that she finds it really unnatural that he's half alien warrior and half Grandpa Dupree. She tells him that the prom is potentially one of the five greatest nights of her life and if he's not going to his part in providing that for her then she's going to seek other options. Michael asks her if she's trying to say that they're going to see other people. Maria tells him that he's so annoying. Michael says fine, they're seeing other people.

Liz tells Max that she doesn't think Maria and Michael are going to the prom together. Max says it may be a little too early to say. Liz says a year ago she was so sure that the four of them would go together. She tells him she even bought a dress. It was around the time they first kissed - when everything seemed simple. Liz says she know's they're not seeing one another and she accepts it, but it's her prom and it really means a lot to her. Max says they can go together since they're not seeing anyone else. Max tells her he's starting to remember things about his planet - his life - his other life. He can remember what it smelled like - what it felt like to be there. Liz tells him that's great. She asks if he remembers actual people, like Michael and Isabel. Max says it's more like their energy that what they actually looked like. Liz asks what about Tess. Max says he remembers her too. Liz smiles and says that's great.

Isabel wants Alex to take her to the prom. Alex tells her it would be his dream to take her, but then they'd wake up the next morning and she'd be on to the next thing. He'd be right back where he was before Sweden - obsessed, pathetic, and lovesick. He says that he's not going to take her to the prom.

Maria wants Michael to take her to the movies since they both have the night off from work at the CrashDown Café. Michael tells her he can't - he's busy. Later, Maria and Liz break into Michael's apartment. Maria is convinced that Michael is out with some other chick. Liz reminds her that the whole thing just came up the day before, she seriously doubts Michael would already have new girlfriend. She finds a notepad with a woman named Juanita's address written on it. They go to the woman's house and sure enough Michael is there. Liz says she can't believe what's going on with Maria and Michael. Maria reminds Liz that at least she and Max are going to the prom. Liz says she feels like she and Max are going in two different directions. Maria uses her binoculars to spy on Michael in Juanita's house. She sees them standing face to face with their arms wrapped around one another. Maria cries and says she wishes she hadn't seen that - she wishes she hadn't figured it out. Liz tells her they don't know that anything has happened - they could be reading into the entire thing. Maria tells Liz she has to talk to Max and find out what's going on. Liz doesn't think it's a good idea. Maria begs Liz to go and talk to Max. Tess has been helping Max remember things from their other life. Tess says she remembers Max swimming in the water on their planet. The water was a lot thicker that Earth's water. Max says it was like jello. He's so happy he's remembering things. He hugs Tess just as Liz peers into the window. She walks away. She runs into Sean. He tells her that he might have figured something out about her. She tells him she's not interested. He tells her it might fix her problem. Liz denies having a problem. She yells at him and says she doesn't want to hear anymore of his stupid, inane comments. She doesn't want to hear any of his stupid theories on life. She tells him her life is falling apart. He asks her if she wants to go somewhere. She says, 'yes.' He takes her to the bowling alley. He tells her they are really different people, but he feels so much every time he looks at her. He says she's not with Max, but they're not apart. He says he bets she can't even talk to him without wondering what Max is going to think about it. He tells her she's not getting what she needs from Max. He tells her she's suffocating.

Max asks Tess how clear her memories are of their 'other' life. She tells him most are still blurry. A few are clear and more real to her than anything in this world. He asks if she remembers him. She says she does. He asks what he was like. She says she remembers when he used to reach over and touch her in the middle of the night and she remembers him holding her.

Isabel visits Alex at his bedroom window. She tells him she'll be graduating this year. Last semester she found out that she only needed one more class to graduate. She tells him now he's the only person who knows. She tells him this is her last chance to have a prom. Alex asks her to the prom. She hugs him.

Everyone meets at the CrashDown before the prom. Maria's mother asks Sean to take a photo of the entire group. As they stood their together Liz thought about the things they've gone through over the last 2 years -all of the battles they'd fought, the relationships that were formed, the feelings for each other- stronger than any feelings they've ever known could exist. Somehow at that moment Liz says she had this really strong feeling that this was the last time they would all be standing together.

At the prom, Liz tells Max she saw him with Tess. He tells her they were just trying to remember things from their past. She reminds Max that he was married to Tess. She says that for the past year she's felt like she's been waiting for some really bad news. Like one day he would say, 'Oh by the way Liz, I remember Tess and I love her.' She tells him it's really paralyzing. Max tells Liz he knows it's not easy. She tells him it can be really easy if they both just stop pretending. She tells him they should just let go. She's been in so much pain this whole year. She tells him it's like she's suffocating. She tells him she should go and be with Maria since she's all alone tonight. Max tells her to go ahead.

One of Kyle's jock buddies starts talking about how hot Tess is and how he bets she's a real firecracker in bed and that Kyle will find out later that night. Kyle surprises himself and the guy when he gets upset and tells the guy not to talk about his sister that way. Later, Kyle tells Tess that she's beautiful and he cares about her like family - like a sister. She tells him she's disappointed, but she understands.

Michael shows up at the prom. Liz encourages Maria to go and talk to him. Maria asks Michael what he's doing there. He says he's there to dance. She tells him he should have brought Juanita. He asks how she knows about Juanita. She tells him that she followed him. He tells her that Juanita is his dance teacher. He tells Maria he can't dance - he knew the prom was a big deal for her, so he was taking dancing lessons. He asks if she thought Juanita was some chick he was seeing. Maria tells him she's the stupidest person alive. He tells her that Juanita declared him unteachable. He tells her they can dance if she wants to risk personal injury.

On the dance floor, Isabel tells Alex she's going to do something she said she wouldn't do. She kisses him.

Tess finds Max sitting alone in the hallway. She tells him he looks sad. He says he thinks it's really over with Liz. He realized on some level things were heading in that direction. Max tells Tess he remembered something else - he doesn't know how to feel about it - their first kiss. He tells her it was at a party, late at night. She tells him she leaned in and whispered in his ear and then he touched her cheek. They kiss. Liz looks around for Max and finds him kissing Tess. They don't notice her. Liz goes to the bowling alley. Sean is there. He asks her what she's doing there. She tells him it's kind of an addicting sport. They take off their shoes and dance & slide around in the lanes.

Liz writes in her diary for the first time in over a year. She says we try to live responsible, logical lives, but we can't tell our hearts what to feel. Sometimes our hearts lead us to places we thought we never wanted to go and sometimes our hearts can be the sweetest gentlest things we have. Sometimes our hearts can make us feel miserable, angry, excited and confused all at once. She says at least her heart is open and she's writing again - she's feeling - she's breathing.