Liz, Maria, Kyle and Sean are hanging out at the Crashdown. Sean has gotten his ear pierced. Maria says he's trying to hard. Kyle's been tapping his fingers on the table and it's annoying Maria. She tells him he's been doing it for the last hour and asks him to stop. Kyle says he didn't realize he was tapping his fingers. Michael and Max show up and Kyle and Sean take it as a cue to leave. Max asks Liz if he can speak to her in private. They go upstairs to the house to talk. Maria asks Michael if someone else has died. Michael tells her no one's dead. He tells her he needs to see her tonight.

Max tells Liz he was right about Alex - he was killed by an alien. Max feels responsible. Liz tells him she never blamed him. She tells him she never wanted to lose him. He tells her he needs all of the information on Leanna so he can take care of the situation. She tells him she's going with him - she's going to see this through to the end.

Valenti tells Tess that if anything goes wrong and she's not able to go home, she has a home there with him. He tells her that she and her child are a part of the family. She thanks him and calls him Dad. She tells him she just wanted to see what it sounded like. He asks how it sounded to her. Tess says it sounded a little to weird. Valenti agrees.

Liz and Max crawl through the dorm vents until they reach Leanna's dorm room. He tells Liz he's going to use his powers to set Leanna's dorm room on fire. Liz asks what about the other students in the building. Max tells her he can contain the fire long enough for them to get out. Leanna is sewing a button on a shirt. She sticks her finger with a needle as she attempts to thread it. Her finger begins to bleed. She grabs a tissue to wipe the blood. Liz tells him it doesn't feel right. He tells her she doesn't have to stay. Liz leaves. She walks past Leanna's room but then stops and thinks about Leanna having a problem threading the needle. She bangs on Leanna's door and warns her to get out. Liz grabs the bloody tissue and stuffs it into her pants pocket. Max stops igniting the fire and cools the wall. Leanna thinks Liz is crazy. Liz tells her it was a false alarm and apologizes to Leanna. She runs to tell Max that Leanna isn't an alien so she can't be the killer.

Isabel visits Alex's grave site. She asks how she can leave now - she hasn't even lived yet. She envisions Alex there with her. He tells her he knows how scary it is to have to leave this world. He tells her it's not so bad. She tells him he's not really there, he's just a figment of her imagination. He says that's more reason to listen to what he has to say because it's coming from within her. He tells her she should go home. Isabel argues that she was a terrible person where she comes from - she betrayed her own family. She says half of her is from there, the other half is from Earth. She asks what makes one half more important than the other. He tells her that's what she has to figure out. She tells him that night at the prom when they danced was one of the best nights of her life. He takes her hand and they dance one last time.

Max tells Liz that he has something to tell her about Tess. Liz tells him that she knows they're together now. He tells her it's more than that. He tells her that he and Tess spent the night together and now Tess is pregnant. Liz is speechless.

Liz and Max look at Leanna's blood cells under a microscope. The cells are human. Max asks if Leanna is innocent, then who killed Alex. Liz says whoever did it set up an innocent girl. Liz says they have to start from the beginning. They have to find the killer before someone else dies. Max says he can't - he doesn't have time. He tells her the baby can't survive on Earth, so they're going back. Liz points upward. Max tells her they're leaving tomorrow, just after dawn. She tells him he can't leave before this is resolved. He tries to explain how the granolith works. Liz cuts him off and says she doesn't want to hear about how the damn granolith works. She asks how he can leave them with a killer still out there. Max tells her he doesn't have a choice. Liz tells him he did have a choice, but then he got Tess pregnant. She tells him she trusted him and gave him everything. She jumped off bridges, broke laws, and risked getting shot for him. She says she trusted him and he went off with Tess. She tells him she saved herself for him. He asks her what she's talking about, then figures out that she never slept with Kyle. She tells him to take her home.

Michael prepares a romantic dinner for Maria. He tells her he knows she likes Italian and he got Scooby plates because he know's Scooby Doo is her favorite. She asks him what this is all about. He tells her there's a lot about her, but the fact that she's open means the most to him. He tells her he can look into her eyes and see her - what she's thinking and feeling. How much he means to her sometimes and how much he pisses her off sometimes. He says he could always see her. She says she could see him too. He tells her she doesn't see him because he hasn't let her. He tells her when Max and Liz would kiss, Liz would get the flashes. He tells her when they would kiss she didn't get the flashes. He tells her he knows how much that hurt her. Maria tells him it doesn't matter to her anymore. He tells her she didn't get the flashes because he didn't let her get them. He didn't let her see him. Michael begins to cry. He says he's never let anyone see him before because there are things inside of him that he doesn't want people to see - that he's not so proud of. He says he thought about it and he wants her to see him. He tells her to take his hands. Maria sees flashes of stars, Michael coming out of the pods, the physical abuse from his foster father, walking hand-in hand with Max and Isabel as children. She also sees herself with him and how he sees her. He says there's something he has to tell her. She kisses him before he can say anything else. They consummate the relationship.

Kyle brings Tess flowers. He tells her it's meant a lot to him having her there. He says his mom left when he was 6 and with Tess there it felt like a family again. She tells him she feels the same way. She hugs him. Kyle is startled when he hears Alex's voice. He turns around and sees Alex standing in the doorway. Alex's speech is robotic. He says," You are the Royal Four and you were created from the genetic material of your alien predecessors and human subjects. You were given human form so you…" Tess calls out Kyle's name to get his attention. Kyle says Alex was here. Tess asks him what he's talking about. Kyle says Alex was in Tess's room the day he died. He says he doesn't know why he didn't remember - he must have blocked it out. Tess tells Kyle that Alex wasn't there. Kyle says he was and tells Tess he has to tell his father. Tess grabs him by the arm and mind warps him. Then she asks him what he was saying. Kyle says he's really going to miss her.

Max tells Liz that he always thought that when he graduated, he'd give her his ring. Since he won't be graduating, he gives her a metal piece with a symbol from his home planet made into a necklace. She tells him she can't believe this is all she has of him. He says, "Liz, you never slept with Kyle, did you?" Holding back tears, Liz shakes her head "no." He tells her he wishes things could have been different. The kiss good-bye. Liz asks if he loves Tess. Max tells Liz not the way he loves her. After Liz has gone inside her house Max cries.

Lying in bed, Maria says they just took a huge step in human-alien relations. She tells Michael she loves him. He says he loves her too, but he has to leave. He, Max, Tess and Isabel are going home. Maria says she knows, eventually. He tells her they're leaving in a few hours, they have no choice. He tells her he doesn't want to leave her, but they both knew that someday this would happen. Maria asks how much time they have. Michael tells her they have about an hour. She snuggles closer to him.

Isabel cries in her room. She asks Max what if she wants to stay. Max tells her that when they came out of the pods he knew that he wasn't alone - he knew he had his sister. He says to him, Earth isn't home and whatever's out there isn't home. He tells Isabel that she's his home. They record their good-byes to their parents with the video camera. Max tells his parents that in some way they always knew they were different. Isabel says she wants them to know that she and Max love them so much. She and Max could have ended up anywhere, with anyone, but they ended up with them. Isabel says she's sorry for leaving, but they have to go. Max says they were great parents and they'll always love them.

Liz goes to see Sean. He tells her it's 3 in the morning and wonders why she's there. She kisses him. They end up on his sofa bed. She stops abruptly. He asks if everything's okay. Liz confesses that Max Evans broke her heart. She tells Sean she's sorry. He hugs her and tells her it's going to be okay.

Max goes to pick up Tess from Valenti's. She asks if he's sure he wants to do this. He says he's sure. They kiss. Tess has a flash of Max kissing Liz. She pulls away then she smiles and tells Max that he won't remember Liz where they're going.

Max,Tess, Isabel, and Michael drive as far as they can in the jeep. They get out and Michael uses his powers to throw the jeep off a cliff. They watch it burst into flames upon impact. Isabel gives the videotape to Valenti and asks him to give it to their parents once he's sure they're gone. Valenti agrees. She hugs and thanks him. Max tells Valenti he needs him to protect Liz, Maria and Kyle. Valenti promises to protect them with his life. Valenti tells Max it's been an honor to know him. Max says the same. They hug good-bye. Max, Tess, Isabel and Michael walk the rest of the way to the granolith chamber.

At Maria's house, Maria tells Liz she can't believe this is happening - that it's possible. They hear Maria's mom talking to herself in the kitchen about Larek and how he's holding them hostage and pointing a gun at her daughter. Maria asks if she's okay. Her mom asks what she's doing up at this hour and asks why Liz is still there. She begins tapping her fingers in the stove - the same rhythm Kyle was tapping at the Crashdown the day before and the same rhythm Alex tapped on his bass the day he died. Liz tells Maria that Tess mind-warped Alex and Kyle and she's the killer.

Liz and Maria rush over to see Kyle. Kyle says he'd remember if he was mind-warped. Maria explains that the whole point is so that you don't remember. Kyle looks around the room to see if anything triggers his memory. Liz tells him to see if he has an unusual response to anything. Kyle starts tapping on a dresser. Liz tells him he could be really close. Kyle drops the glass he's holding and it shatters. He has a memory flash and sees Alex telling Tess that she sent him to Las cruses. Tess tells him he's not thinking straight and to let her fix his mind. He tells her she mind-warped him for 2 months straight while he decoded the book for her and now there's nothing left for her to mind-warp. He tells her she destroyed his mind. Alex asks Tess how she could do that to him. Kyle comes in and Tess tells him to get out. Kyle asks what's going on. Alex cries and says he has nothing - he may as well be dead. Kyle tells Alex to calm down. Tess tells Alex that Kyle is right, he should calm down. Alex shakes his head and tells Tess she can't mind-warp him. Tess tries to mind-warp him and Alex tries to fight it. He collapses onto the floor. Later Kyle is helping her put a large bag in the car. Kyle turns to Maria and Liz and tells them that he carried Alex's body. Tess made him think it was luggage. He tells them that Tess killed Alex.

Maria, Liz and Kyle drive to the granolith chamber. They yell and scream for Max, and the others to open the chamber. It's soundproof, so they don't hear them. Inside the granolith chamber, Michael tells Max that he can't go. Michael says ever since they came out of the pods, he's been on a quest to figure out where he belongs. He says he finally found home - the weird thing is that it's right here on Earth. Max can't believe that Michael of all people wouldn't want to leave Earth. Max hugs Michael and tells him to take care of himself. Max tells Michael that he loves him. Michael says Max is a great brother. Max tells Michael to take care of the others. Isabel looks at Michael, then at Max. Max tells her he would understand if she wants to stay. Isabel tells Max that like he said before, he's her home too. She hugs Michael good-bye. Tess says, "Well, whoever is coming, we have to go - now." Michael exits the chamber and sees Maria, Liz and Kyle. Maria tells him that Tess killed Alex. They all enter the chamber. Liz yells for Max to stop. She tells him Tess killed Alex. She mind-warped Alex and sent him to Las Cruses to decode the book. When he broke out of the mind-warp she killed him. Kyle says it's true - he was there - he witnessed it. Max asks Kyle why he never said anything. Kyle explains that Tess mind-warped him too. Kyle yells at Tess. He tells her that she lived in his home and she was like his sister. Max asks how long they have before the granolith is ready. Michael says 3 minutes. Max orders everyone out of the chamber except Tess. He asks if she killed Alex. Tess says she didn't want to - she wishes she hadn't, but she did. Max asks her why. Tess tells him they don't have time - the clocks ticking. He yells and demands she tell him why. Tess says Alex would have told Max what she did and she couldn't let that happen. She says she didn't mean to kill him. His brain was just so weakened by the mind-warp. She tells Max that none of it matters now. Max tells her that life matters. His life, her life, and Alex's. Tess tells Max what matters is getting home, but he could never understand that. Tess says she might have been able to teach Max, but that stupid bitch had him wrapped… Max cuts her off and tells her not to ever call Liz that. Tess tells Max to look at how fast he runs to Liz's defense. Tess asks Max why he could never feel that way about her. She tells him she's his wife and she's carrying his child. Max tells her this was all some kind of plan to get pregnant and go home. He asks Tess what they were going home to. Kivar? Their Enemies. Tess tells him they're not her enemies. Max figures out that Tess made a deal with Kivar. Tess says Nasedo made a deal with them 40 years ago to return home with Max's child and deliver Max, Isabel, and Michael to Kivar. Max asks what would happen once they were delivered to Kivar. He asks how could he ever fall in love with someone like her. He asks how he could have ever married her. Tess tells him he was different - he was a king, now he's just a boy. Max raises his hand to her in anger. She warns him that if he kills her, he kills their son. Max clinches his fist and tells her to go. He tells her it isn't over. She raises her hand and touches the granolith and is pulled inside it. Max runs out of the chamber and tells the others to run. Tess looks worried, not knowing what will happen next. The granolith spins at unthinkable speed then blasts off into the sky from the chamber. Max hugs Liz and shields her from flying debris as they watch Tess disappear into the sky. Max tells Liz he's been really wrong about a lot, but he was right about one thing - to get her into his life, to be around her. He tells Liz he loves her. Maria asks Michael why he opened the door and came out. She tells him he stayed for her. Isabel asks what happens now. Max says he has to save his son.