- "No, Michael, it's not 3 and 3 anymore: it's the 6 of us now and we should start making our decisions that way"
Together again, Max and Liz go up to ‘make-out point.' The two are interrupted by Agent Topolsky who warns them there is an alien hunter aware of Max's existence. Topolsky further explains she was part of an elite alien hunting unit of the federal agency, headed by an AGENT PIERCE. She then explains she left the unit when she realized Pierce was killing innocent people in order to find the fourth alien, Nasedo. Max disbelieves Topolsky, who then goes to Valenti telling him the same tale. Valenti, who fears she may just be crazy, calls FBI Agent Stevens to check out the story. Valenti learns that Agent Stevens has recently been killed. Desperate for someone to believe her, Topolsky goes to Michael telling him she has a communicator, an orb, from his planet.
Topolsky further tells Michael if he wants to know everything she knows, he should bring the orb Max and Liz have, and meet her later. Michael tells Max who says to let it go. Again tired of Max not wanting to proceed, Michael steals the orb and he and Maria run off to meet Topolsky. Learning of his betrayal, an angry Max, Liz, Isabel and Alex follow Michael and Maria. Max and Michael get into a fight, and the orb is thrown from their reach. Suddenly, Valenti and a DOCTOR MARGOLIN show up to inform the kids that Topolsky had escaped from an insane asylum, and everything she has been telling them has been a lie. Before leaving, Valenti discovers the orb and puts it in his pocket. We later discover Doctor Margolin was actually Nasedo who had shape shifted in order to stop Pierce finding the kids. At the same time, Topolsky is kidnapped by her own people. Meanwhile, Isabel has befriended a new girl at school, Tess.
- Shiri Appleby as Liz Parker
- Jason Behr as Max Evans
- Colin Hanks as Alex Whitman
- Katherine Heigl as Isabel Evans
- Majandra Delfino as Maria DeLuca
- Brendan Fehr as Michael Guerin
- William Sadler as Jim Valenti
- "There are five people in the world that I trust and they're all standing right here"
- ―Max to the gang
- Max and Liz are officially together now; so are Michael and Maria
- Alex tells Isabel that he would do anything to keep her safe
- Isabel tells Alex that she is afraid of letting someone in with everything that's going on
- Michael starts working as a cook at the Crashdown Cafe
- Tess gets in the way of Alex getting together with Isabel – TWICE!
- Topolsky didn't know about the special unit until after her cover was blown by Alex and Liz
- Pierce killed Agent Stevens when he tried to leave the special unit.
- The Special Unit takes Topolsky hostage; she does have the second orb
- Tess comes off as cold and inconsiderate toward Alex; possible foreshadowing
- Last appearance of Kathleen Topolsky
- First appearance of Tess Harding