Michael and Isabel run towards the fire and uses their powers to blast open the lab door. Jim staggers out and tells them Max is dead. They flee the burning building and see Meris and her men ushering Clayton, covered in a blanket, to a car. Michael and Isabel take out the thugs with their powers but not before one of them has shot Isabel. Jesse runs over and tries to call an ambulance but Michael and Jim stop him, telling him Isabel is an alien. He sees her hand crackling with energy.
The group drive the badly injured Isabel to Jim's house where they meet up with Kyle. Jesse calls Paul, an old friend who was a doctor until he lost his license. Meanwhile, Meris discovers Clayton now resembles Max. They start to have sex but Clayton has flashes of Liz and realises something of Max is still alive inside of him. He decides they need to fly to Vermont.
Maria tries to convince Liz that she is wrong about Max, but when she finally gets hold of Michael he confirms it. Liz walks away after introducing Maria to Eileen, who is about to leave for spring break with everyone else in the school. She asks Maria if something happened with Liz's boyfriend and Maria says he died.
Liz goes up to the loft and blasts open the drinks cabinet with her powers, getting drunk and abusing Maria. She storms off into the quad and runs into Clayton, who she thinks is Max. She kisses him but it causes a discharge of power that knocks her out. Meris takes Clayton away: He is becoming ever more confused between himself and Max, saying he wants to be with Liz. Meris tells him he needs to kill Liz to break Max's connection. Clayton remains confused and Meris repeatedly tells him to kill the person he loves...until he snaps her neck, killing her.
Paul removes the bullet and patches Isabel up as best he can but she remains feverish, possibly as the result of an infection, to an extent that would be fatal in humans. Michael fills Jesse in on the Royal Four's history and demonstrates his powers. Jesse overhears Kyle making a futile attempt to use alien powers to heal Isabel, before Michael brings her round with remembrances of her giving her lunch to him on his first day at school.
Maria gets Liz back to the dorm room and sobers her up. However, then Clayton turns up and attacks Maria, knocking her out. He chases Liz to the loft. Max's personality resurfaces and he tells Liz she needs to kill him. Clayton regains control and they struggle again, with both of them falling from the window. Max gets control enough to generate a force-field under Liz, catching her, and lets himself drop. The force-field disappears when he hits the ground and Liz falls next to him.
Jesse gives Paul money for his help. Paul recalls getting busted for selling drugs and says Jesse's always been an honest man but his new friends aren't: "Chant down babylon and destroy the plans of wicked men." Jesse and Isabel go home. Jesse understands but is uncomfortable at how good a liar Isabel has turned out to be. Isabel tells him that whatever else she's done, she's loved being his wife.
Liz recovers and finds Max lying next to her, apparently dead. She kisses him and he morphs into Clayton and then into Max, reviving as himself again. Maria joins them and Liz says they should go home. The three of them walk away together.