Liz sees Alex talking to the sheriff. She catches up with him later to try and find out what he's told the sheriff. Alex says she's just trying to protect Max. He asks her once again to tell him what's going on. Liz tells Alex she wants to tell him, but it's not her secret to tell. She tells Alex she needs to know what he's told the sheriff. He says he wants to tell her, but it's not his secret to tell.

Liz tells Maria she saw her and Michael together at the Crashdown. She attempts to discourage Liz from having a relationship with Michael. Max tries to do the same with Michael. He tells him they can't let things spin out of control.

Liz mentions to Isabelle that lots of guys are interested in her, yet she never seems to move forward with any of them. Isabelle asks Liz if she's afraid to let someone know who she really is. Liz says she is. Isabelle tells her to multiply that by a million. She asks Liz what's going on with Alex. Liz says he's still pretty upset. Isabelle asks if he's going to cave. Liz says she doesn't know- she wishes she knew what was going on inside of him. Isabelle tells Liz she'll look into it. Liz asks her what she means. Isabelle tells her 'nothing' - to forget it.

Later that night Isabelle pulls out the school yearbook and turns to Alex's photo. She enters his dreams to find out what he's thinking about. She's surprised to find that he's dreaming about her. Alex sees her as beautiful both inside as well as outside.

Michael tells Max things have gotten complicated with Maria - suddenly she wants to know where he's going after school, she wants to have conversations, she wants to talk about his feelings, and now she wants to go to a party with him at the old soap factory on friday night. Michael says he can't let this become a public thing. He tells Max that Maria should know that. He says all week long he's had this feeling that he was going to hurt her - that just being who he is will hurt her.

Liz is in biology class trying to get slugs to mate when Max walks in. He says maybe one of the slugs is gay. She laughs. She says that when he told her they couldn't be together she just accepted it although she was hurt. She asks why it's okay for Maria and Michael to be together and not okay for them. Max says he's not afraid that things won't work out. He's afraid that things will work out really well - he's afraid of feeling everything he knows he'll feel because he knows it's not meant to be - and somewhere down the line he knows they're going to get hurt. He says he can't bear to hurt her. They lean toward one another for a kiss but are interrupted by Liz's teacher.

Isabelle asks Alex to go to the party at the soap factory. She tells him to meet her there at 8.

At the soap factory party ,Maria asks Michael why he's been ignoring her. She tells him she doesn't understand why he has to avoid her. She tells him it hurts. He tells her he doesn't usually get that intense. She tells him he was pretty intense the other night at the Crashdown. He says maybe they never should have started seeing one another. He tells her he's a loner and that's the way it has to be. Maria tells him she's going outside to get some air. Isabelle tells Alex he's a really good guy - a really good friend. Most guys would be all over her. She says she knows that she can trust him - that they all can . Alex figures out that Isabelle is trying to find out what Alex told the sheriff. He says she really didn't want to be with him.

A fire breaks out at the party. Firefighters arrive on the scene along with the sheriff. Liz and Alex end up holding bottles of alcohol for someone and are caught by the sheriff. He takes them along with a group of kids down to the police station. The other kids are picked up by their parents. Liz and Alex wonder why their parents haven't come for them. The sheriff tells them they're trying to teach them a lesson. Liz and Alex are alone in their jail cells. Liz tells Alex they need to get their stories straight.

Isabelle and Max sit outside the police station. They see that everyone else has been released except Liz and Alex. Isabelle tells Max they should have told Alex. She tells Max she thinks he's okay and they might be better off including him.

Alex asks Liz if she arranged the whole Isabelle thing - seducing him to keep quiet. Liz doesn't know what he's talking about. Alex says he's done protecting them. He's going to tell the sheriff everything - about switching Max's blood, about discovering Topolsky was FBI... Liz tells him he should know all the facts. She tells him Max, Michael and Isabelle are different from them - they aren't from around there. He asks where they're from. She points upward. She tells him they're from somewhere else. He asks what she's talking about. Liz tells him Max, Michael and Isabelle think they were in the 1947 crash - they were in incubation pods for about 40 years and they came out in the form of humans. She tells him that people now suspect them - that's why they're in jail. He asks if she's okay. She tells him it's been torture lying to him. The sheriff comes in. He tells Alex he wants to know what his involvement is with Liz , Max and Topolsky's leaving. Alex says he's sixteen years old and a sophomore in high school, so what could he possibly have to do with a teacher leaving. He asks the sheriff what any of this has to do with him anyway. He tells the sheriff he wants out of the jail now or he will sue for abusive treatment of a minor. The sheriff lets them go. Alex tells Liz he doesn't believe in aliens.

Max stops by to see Liz. He says seeing sheriff Valenti take her away made him realize how knowing him has screwed up her life. She tells him it's just the opposite. He tells her he'd better leave. She asks why. He says if he doesn't go right now things are going to change. She asks how. He says he's going to have to touch her hair because it's so soft - and he'd have to tell her that no matter what they go through, it's all worth while for him because they're together . They kiss.