Michael has an uncomfortable meeting at the Crashdown Cafe with Max, Liz, Maria and Kyle. Maria in particular feels he needs to apologise for his recent behaviour. Michael rides his bike out into the desert where he sees something crash, which disrupts his bike's electrics. He finds a pilot's helmet with the name Griffin on it, but has to leave when military vehicles approach.
Next morning, with news of the mysterious crash spreading, Jeff is hoping for it to remain unexplained in order to bring UFO fans to town and increase sales. Michael takes Max aside and tells him what he saw but Max is uninterested so Michael decides to investigate on his own. Air Force Major Peter Carlson leads a press conference in which he says the crash was an experimental plane piloted by Colonel Theodore Griffin. Griffin's daughter Connie also addresses the conference, saying her father stayed at the controls to make sure the plane crashed away from houses.
Michael visits Connie in her motel room and shows her the helmet but she angrily orders him out, believing the Air Force must have a reason for pretending her father is dead. She does however question Carlson, who claims Griffin was defecting. Connie doesn't believe it. Carlson sends an agent, Rickman, who forces Connie's car off the road, trapping her inside, and places a bomb on it. Michael rescues her in the nick of time.
With both Jesse and Philip away on business, Diane convinces Isabel to spend the day with her and eventually have dinner and spend the night at their house. Philip has been quizzing Jesse during the day and rings Diane: He is convinced Jesse is now in on whatever Isabel and Max are hiding. Diane has placed a camera in Isabel's room.
Michael takes Connie to see Liz and Max. Max is still more worried about exposure than the possibility Griffin collided with a UFO. Griffin is in fact being held prisoner at the Air Force Base, his head covered with a hood, to stop him talking about what he saw. Carlson makes it clear to him that he will be killed: The public believe he's a hero, his guards believe he's a spy and saboteur. Maria serves Carlson and Rickman at the Crashdown. Rickman tells Carlson that Michael gave Connie the helmet.
Max, Liz, Michael and Connie fill in Maria. Michael is beginning to feel that the UFO is less important than helping the Griffins. Rickman breaks into Michael's house but is overpowered by Max and Michael, disguised with alien masks and using helium to change their voices. They further disorient him with force-fields and using their powers to spin him round, questioning him about where Griffin and the spaceship are.
Max disguises himself in Air Force uniform while Michael uses his powers to change an alien mask and disguise himself as Rickman. He apologises to Maria before going. They leave Connie with Liz and Maria; she realises that if the boys succeed they will have to go on the run from the military but is prepared to do so. Max and Michael enter the base where Michael sees scientists studying an alien spaceship and takes one of the artifacts. Max finds Griffin and reveals he has Rickman tied up. Carlson realises the base has been compromised and goes to the cell where he shoots the person wearing the hood. Removing the hood, he discovers he has killed Rickman.
Max and Michael drive Griffin out into the desert where they meet Liz, Maria and Connie. Max uses his powers to change the appearance of their van and the Griffins drive off in it after thanking them. Max and Liz comment on helping someone other than themselves for a change. Michael confirms to Max that there was a spaceship at the base but both agree it is too dangerous to go back and investigate.
Isabel and Jesse compare notes over the phone, agreeing Philip and Diane are onto them. Isabel takes out her frustration by using her powers to spin the contents of the room round in a whirlwind and then replace them. That evening, Philip comes home and finds Diane watching a video of Isabel using her powers.