After escaping from the FBI, Valenti orders the kids to meet him at an abandoned mill where they can regroup. Max and Liz are separated from the group, and Max tells Liz he has control over his own destiny no matter what any book says. The two then declare their love for each other. Fearing Max and Liz may have been caught, Valenti and Michael go in search of them. Michael has to use his powers in front of Valenti in order to rescue Max and Liz from the FBI agents. Valenti soon discovers the true alien identities of Max, Michael, Isabel and Tess. Max then devises a plan to capture Agent Pierce by using Valenti as a decoy. With Pierce in their hands, Max turns the tables and interrogates Pierce as to the whereabouts of the missing Nasedo. Meanwhile, while looking for his father Kyle discovers a tied-up Pierce. Still thinking he's Deputy Fisher, Kyle releases Pierce. Pierce then tells Kyle to hide. When Valenti, Max and Michael return, Pierce pulls out his gun preparing to kill the aliens. Valenti gets a shot off, but misses. Michael, seeing Pierce's gun aimed at Valenti, uses his powers and accidentally kills Pierce. Valenti soon discovers his one gunshot has hit Kyle. Max saves Kyle's life, and Valenti swears he'll be indebted to them forever.
Meanwhile, Isabel had successfully dreamwalked Pierce and has the information of Nasedo's whereabouts. Isabel tells Tess she fears Nasedo might be dead. Tess reveals she knows a way the four aliens can revive Nasedo. Wanting to be with Max, Liz goes with the four. After a successful rescue of Nasedo's body, Max, Isabel, Michael, Tess and Liz proceed to the pod chamber. Liz can only watch from the side as the four aliens revive Nasedo with the healing stones from their planet. Max then demands that Nasedo tell them everything he knows about the two orbs they now have in their possession. Nasedo tells them he is only there to protect them, and the orbs are communicators with their home planet. Nasedo warns Max if he uses the communicators, he may contact enemy aliens. Max tells Nasedo to pose as Pierce in order to infiltrate the secret unit of the FBI. Nasedo shape shifts into Pierce, and leaves.
Max tells the others he wants to know what the communicators can tell them. Together, the two orbs cause an apparition of Max and Isabel's mother who explains their existence. She tells them Max was a great leader on their planet, and Tess his wife. She further explains Isabel was betrothed to Michael, Max's second in command. Their mother then tells them there is a war on their planet, and they were sent to Earth to be protected until the day they could come home to save their race. Before leaving, their mother warns them there are others on Earth hunting for them, and they will only know them from the evil inside. Learning about Max's true destiny, Liz makes the decision to let him go. Max insists to Liz that he still controls his own destiny, but not being able to stand in the way, Liz runs off. As Max and the others watch after Liz, we hear beeping from around the world. The enemy aliens are now aware of Max, Isabel, Michael and Tess living as aliens in Roswell, New Mexico.
- Michael accidentally kills Pierce
- Max saves Kyle's life
- This is the only season finale not to feature Philip and Diane Evans