- Michael: "Why are you so scared to be an alien?"
- Max: "Why are you so scared to be human?!"
Now thinking Tess is the fourth alien, the shape-shifter Nasedo, the kids decide to stay close to each other. Michael and Isabel begin having sexual dreams about each other confusing their relationship, which has always been like brother and sister. Not wanting to act on their feelings, each pursues a stronger relationship with a human - Michael with Maria, and Isabel with Alex. While visiting Isabel, Tess plays with her mind. She creates a four square of sugar cubes telling Isabel everything may not always appear what it seems. Max and Liz decide to follow Tess and witness her taking a secret book from the library.
Wanting to know everything, Max drives with Tess into the desert. Once there, Tess shows Max the book she took explaining it contains information about their destinies. Still thinking she's the shape-shifter Nasedo, Max demands to know what Tess is. Tess insists she's just like Max, but he tells her he's not a killer like her. Tess then explains to Max she's not Nasedo. Max remembers that she was left behind when he, Michael and Isabel came out of the pods.
- 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
- Nick Wechsler as Kyle Valenti
- William Sadler as Jim Valenti