Brody tells Max that the security cameras are all on back-up power and that Max deflecting the bullet is all on disc. Max asks Brody what he wants. Brody says he wants Max to tell him if he's Brody or Larek.

Maria, her mom and Sean stop by the UFO Center to sell her Mom's new 'George W. is an Alien' t-shirts. Maria tells her mom that no one is going to buy them in the middle of a blackout. Her mom says the t-shirts are hot off the presses and she wants them on the market right now. They walk in and see Brody pointing the gun and Max and Tess. They attempt to leave. Brody points the gun and them and says that nobody's going anywhere. Brody says that he knows things he's not supposed to know. He knows that Max is also Zan. He says that none of it makes sense, all he knows is that Max has been lying to him. He says if Max doesn't tell him the truth, he'll turn in the security disc to the F.B.I. Sean asks Maria and her mom what Brody's talking about. Maria's mom says he's spent too much time at the UFO Center. Max tells Brody he can help him. Brody says he wants the aliens out of his head. Maria's mom says maybe if would be better if they left the aliens alone. Brody is angered and orders Max to tie them Up. Maria's cell phone rings. He tells her not to answer it. She warns him that if she doesn't answer it, who ever it is will think there's something wrong and come looking for her. He allows her to answer it. It's Liz. Maria tells her that she's a little tied up and she doesn't think she's going to make it for her shift. Liz asks if everything's okay. Maria tells her that the Galaxy sub with pepper jack (the sandwich Brody always orders) is not selling too well, so they should probably take it off the menu. Liz repeats, "off the menu." Brody disconnects the call. Liz looks at her phone and wonders why Maria ended the call so abruptly. Liz tells Michael it was weird that Maria just hung up on her. Michael says it happens to him all of the time.

Tess tries to use her mind warp on Brody so they can escape. Brody warns her not to try her mind games on him. Tess tells Max that Brody's mind is too crowded - she can't get in. Brody tells Max that if he really wants to help him he'll tell him why he has all of this information in his head - why he knows that the small pentagon-shaped object he holds in his hand is called a trithium amplification generator. When he turns it on, the force knocks Max and Tess back a few feet. He tells them he knows the device makes it impossible for them to use their powers. Max tells him he doesn't know what he's talking about.

Back at the Crashdown, Liz is trying to figure out what Maria meant by taking the Galaxy sub with pepper jack off the menu. She asks Isabel if she has any idea. Isabel confesses that she doesn't really listen when Maria is talking, so she's probably the wrong person to ask. Michael admits that he doesn't listen either. He says he's leaving. Liz tells him they're on duty for another 4 hours. Michael reminds Liz that the power is out, there are no customers, so there's nothing to do. Liz argues that the power could be restored at any time. Michael tells her he's sure she can handle the dinner rush. He and Isabel head across the street to the UFO Center to get Max. The UFO Center door is locked, so Michael uses his powers to unlock the door. Brody hears them and begins shooting at them as they walk down the stairs. Michael tries to use his powers, but they don't work. They run to the exit and out the door. Isabel asks Michael why his powers didn't work. He tells her he doesn't know. Liz runs across the street and asks if those were gun shots she heard. Isabel tells them they have to get Valenti.

Brody accuses Max and Tess of contacting Michael and Isabel. The phone rings. It's Valenti. He tells Brody that he knows he has hostages. He asks Brody what he wants - if he has a list of demands. Sean requests a burger and fries. Brody tells Valenti that he has a bunch of hungry people so he'd like burgers and fries for everyone. He warns Valenti that he doesn't want to see any cops or aliens when the food is delivered. Brody has suddenly has a memory flash from Larek's past and blurts out 'Dimaras Rock' He describes it as a rock that juts out over the crimson water. He says it's where Max and Tess first met. Larek/Brody tells Max he was there with him before Max was king. They were swimming. Max looked up and saw Tess on a rock. He said she was the most beautiful girl he'd ever seen. Max was too afraid to go and talk to her. Larek/Brody offered to approach her on Max's behalf. Larek/Brody says Max was so quiet and nervous back them. Larek/Brody says that he met her and then introduced them later that same night… Tess completes his sentence and says it was at a party. Max looks at Tess, then tells Brody it's a nice story. Larek/Brody says it's not a story - it's the truth. Larek/Brody implores Max to remember. He tells Max he has to know that what's in his head is real. Max tells him that it's not real and that it never happened. Larek/Brody says he knows Max loves Tess - he was there when they met. Max tells Larek/Brody that he's wrong. He and Tess are not in love - they never have been. Tess looks disappointed.

Isabel, Michael, and Liz assist with Valenti's surveillance of the UFO Center from the Crashdown roof top across the street. He sees the recently promoted Sheriff Hanson(formerly deputy Hanson) attempting to enter the UFO Center. He calls Hanson to get him away from the UFO Center. Hanson tells Valenti that an electrician has determined that the surge that caused the power outage came from the UFO Center. Valenti tells Hanson to turn off his flashlight and come to the roof. Michael warns Valenti that the situation could be alien related and Hanson shouldn't be involved. Valenti tells Michael that it's safer to have Hanson up on the roof with them than down at the UFO Center stirring things up with his gun. He gets Hanson to go off and direct traffic, since the traffic lights are down with the power outage.

Isabel and Michael use their powers to fry the burgers and fries. Valenti attaches a mini camera on Liz so that he can see what's going on inside the UFO Center. He tells her he'll be able to see everything she sees. He tells her that he wants to see where everyone is positioned inside when she delivers the food and then he wants her to get out of there. Liz assures him she can do it. Brody buzzes her in. Brody tries to give Liz money to pay for the food. Liz tells him it's on the house. Brody insists on paying. She asks if there's anything else she can get him. He tells her she can go. Liz looks at everyone as she heads toward the door. Brody takes a bite of his burger and asks Liz if there's a new cook at the Crashdown. He says the burger tastes different. Liz explains that there's no power at the Crashdown, so they had to use a little butane grill. He asks how she cooked the fires. Liz says they were cooked the same way. Brody says she used alien power to cook the food. He accuses her of being one of them and grabs her to hold her hostage too. Sean trips Brody and he drops the gun, but picks it up before Sean can get to it. He tells Sean that was stupid thing to do. Sean tells Brody that Liz is not an alien - she's just an innocent girl. He tells Brody to leave her alone. Valenti calls. He asks if everything is okay and tells Brody he just wanted to make sure he got the food. Sean tells Liz to reach into his coat pocket. He has a knife. Liz uses it to cut the tape and free Sean. Brody tells Valenti that he tricked him and sent an alien. He warns Valenti that he'll be lucky if anyone gets out of their alive. Sean lunges at Brody and they scuffle. Sean ends up getting a chest wound. Liz tells Max to heal Sean. Max tells her he can't. Liz asks why not, she tells Max it's his fault that Sean's been stabbed. Max explains that Brody activated that device that keeps him from using his powers. He tells Liz that Brody is a good man, and what's happened isn't his fault. Liz goes over to Sean and asks if he's okay.

Hanson returns to the rooftop. He questions Valenti's motive in having him direct traffic when there are probably people stuck inside the UFO Center. He asks why Valenti has the police department's laptop - they usually only use it for surveillance. Hanson wants to know if it's a hostage situation. Valenti warns him that if it is he can't go in there with guns blazing and risk killing everyone inside. Hanson tells Valenti that if people are being held against their will he has to do something.

Tess asks Max if he's still in love with Liz. Max says it's hard to describe what he feels for Liz. Tess tells him it's what they used to have. She tells Max that everything Brody said is true.

Sean asks Liz if she wants to grab dinner once this is all over. Maria asks how Sean can be wounded and on the make at the same time. Liz asks if he's serious. Sean points out the fact that he's bleeding. He asks if it gets much more serious that that. Liz tells him she'll have to think about it. Maria reminds Liz that she's involved with someone. Liz looks at Max.

Max decides to tell Brody the truth. He tells him he is an alien and that he's king of another planet. Brody says the memories he has area real. Maria's mom thinks Max is using reverse psychology. Brody asks if they're all aliens, then what are they doing here. Max says they're surviving - biding their time until they return. Brody asks if they're all going back some day. Max says that he Brody, Tess and the others are all going back. Brody says it's incredible. Max tells him it's time he put down the gun. Brody notices Liz adjusting the camera on her coat collar. Brody yells that she's wearing a camera and points the gun at her. He says he's going to kill her. Max tells him that if he wants to shoot someone - shoot him. He tells Brody it's his fault. Brody warns Max not to tempt him. They hear sirens from outside. Brody tells makes everyone go to the back room office. Valenti, Michael and Isabel lose their video signal. Max looks at the virtual device that Brody was using. He says it looks like it short-circuited or overloaded. Liz asks if Brody was wearing it when it short-circuited. Max says a powerful jolt of electricity was sent to his brain. Tess adds that it must be how Brody is able to access Larek's memories. Max explains that humans only use a small percentage of their brains at any given time. Aliens tap into the unused portions when they use humans as vessels. The shock to the brain may have given Brody access to the part used only by Larek. Max says he can heal Brody. Tess reminds him that he can't use his powers because of the pentagon. Max says they've go to get Brody to turn it off. Maria says she'll go and talk to Brody.

Meanwhile, cops have surrounded the UFO Center. Valenti looks at the UFO Center blueprints. He tells Michael and Isabel that there's a control panel in the back alley. Michael says they can get back there. Valenti warns them that it'll be dangerous. Michael assures Valenti that he and Isabel can take care of themselves. Valenti tells them that there's a lever inside the control panel that activates steel doors. He tells them it hasn't been activated in years. Isabel tells him they'll activate it. Michael and Isabel sneak past the cops.

Maria reminds Brody that she delivers lunch to him every day. Brody tells her that there's so much going on in his head right now - he doesn't know who he is. Maria tells him he's Brody Davis. He's smart, funny and sensitive. She tells him he'd make a good boyfriend for someone. Brody says he sounds pretty good. Maria tells him he is. She tells him his daughter is so lucky to have him as a father. Brody is surprised to learn that he's a father. Maria tries to help him remember. Brody says he feels like his whole life has been stolen from him. Maria finds a photograph of Brody and his daughter and shows it to him. He says he doesn't remember her. Maria tells him she can help him, but he has to deactivate the pentagon so that Max can heal him.

Michael and Isabel activate the lever that controls the steel doors. Meanwhile, the police are trying to get through the front door. Brody deactivates the pentagon. Max puts his hands on Brody's head. He has flashes of his life. Max has flashes of 'Dimaras Rock,' the crimson water and kissing Tess. Brody wonders why he's holding a gun. Max tells him he was abducted and now he's back. Max tells everyone that everything was just a big misunderstanding and that nothing happened there today. Maria begs her mother not to have Brody sent to jail. She explains that he's a single parent just like her mom. She shows her mother the photograph of Brody and his daughter and tells her mom the girl would be devastated if her father went to jail. She tells Maria that Brody is a danger to everyone and she's not going to be part of a cover-up.

Liz tries to get Sean not to tell the cops. He asks her to give him one good reason why he should keep quiet. Liz promises to go out with him. He agrees. She gives him one of the 'George W. is an Alien' t-shirts to cover his bloody shirt.

Maria's mom tells everyone she refuses to lie about what happened tonight. Tess mind warps her so that she doesn't remember anything. Maria's mom asks if anyone thinks they'll ever get the power back on because she's got other t-shirt deliveries to make. By the time Hanson and the police gain access, everyone is calm and ready to walk out of the UFO Center. Maria's mom thanks Sheriff Hanson for rescuing them. Sean says he thought they were going to be trapped for days. Hanson is confused. He asks what was going on there and why there were bullet holes and the pile of stuff blocking the steps. Max explains that they were just doing some remodeling. Brody comments that the place is a mess. Brody picks up the security cd and asks where it came from. Max takes the cd from Brody and tells Michael that he downloaded a band off Napster for him. Hanson shines his flashlight on Sean. Sean looks down at the George W. t-shirt and tells Hanson that he can get him one.

The next day Maria returns the photo of Brody and his daughter. He tells her he feels a bit weird - missing time. He says this time he has kind of vague memories - like a dream he can't quite remember. He says the details are hazy, but he remembers how it felt. Maria asks what it felt like. He tells her it would just sound weird. He tells her he feels like she was there helping him. He tells her he wishes he could remember where they took him. She tells him that wherever he went - she's glad he's back.

Max sneaks into Tess's window. He tells her when he healed Brody, he saw flashes of Larek and Brody and of her. He tells Tess he remembers her. He gently strokes her left cheek with his hand.