Liz writes in her journal, noting it's the first time she's written in nearly a year. Flashback to Liz on a date with Sean. After he drives her home and she turns down his offer to go to the bowling alley after hours, she starts to say he's a nice guy but then he kisses her, leaving her uncomfortable. Next day at school, she moans to Maria who is horrified to realise she kissed Sean back. Nearby, Max tells Michael that he is starting to remember things about their home world, including the rest of the Royal Four.
In the library, Isabel overhears a boy, Evan, asking his friend Allie to the prom. Maria and Michael discuss the prom and Maria is upset that Michael isn't interested in going. Liz talks to Max about the fact she thought the four of them would go together. Max suggests the two of them go anyway as friends and Liz agrees. However, she is less happy when he tells her he's starting to remember his past life...including Tess.
Next morning, Liz misses the bus to school. Sean offers her a lift, although he has to drop her off two blocks away, since his parole stipulates he can't go within a thousand yards. He apologises for misreading signals about the kiss, but when she says she and Max are going to the prom as friends, he suggests Max is stopping her from moving on without committing to her. Liz denies it.
Kyle is bugged by a jock, Malamud, who thinks he should be sleeping with Tess since he's been living with her for months. Although confused, Kyle invites Tess to the prom, since she's the girl he knows best, and she agrees. Isabel drops hints that Alex should take her but he refuses, saying she'll drop him the next day. That night, she goes to his house and tells him something no-one else knows: Because of the extra classes she's taken, she's graduating early, meaning it's her only chance to have a prom. Alex asks her to go with him.
Maria is suspicious when Michael says he is too busy to go out with her. She and Liz break into his apartment and finds a note telling him to meet someone called Juanita. They go to Juanita's house and see Michael with his arms round her. Meanwhile, Max and Tess meditate to bring forth memories of their past life and recall swimming together. Liz arrives, intending to ask Max about Juanita, but leaves without saying anything when she sees them hugging. She runs into Sean and accompanies him to the bowling alley, where he suggests she makes decisions based on what Max would think.
The following evening, everyone gathers at the Crashdown Cafe before the prom, including Amy and Jim, who are along as chaperones. (Kyle and Maria compare notes on catching them in compromising positions.) Amy gets Sean to take a photo of the group, including Michael, who is working in the kitchen. In voiceover, Liz notes that she had a feeling it was the last time they'd all be together.
At the prom, Malamud again makes laddish comments to Kyle about Tess, suggesting he share her around. Kyle angrily tells him not to talk about his sister like that, a comment that shocks them both. He takes Tess aside and admits he sees her as family. Tess claims to be disappointed but actually seems relieved. Liz dances with Max but tells him that she's spent the last year waiting for him to remember being married to Tess. Repeating a comment Sean made earlier about being suffocated, she tells him they're over for good.
Maria and Liz dance together but are interrupted by the arrival of Michael in a suit. He tells Maria that Juanita is his dance teacher, since he was worried about letting her down. He admits she considered him unteachable but Maria, both embarrassed and pleased, happily dances with him. Nearby, Alex and Isabel share a kiss on the dance floor, despite her promising they wouldn't.
Max runs into Tess in the corridor and tells her he remembers them kissing for the first time at a party. They kiss. Liz sees them and runs out of the school. She heads to the bowling alley to find Sean and they end up sliding down the lane together in their socks. Finishing her journal entry, Liz reflects on following your heart and concludes that one again she's writing, she's feeling and she's breathing.
- This episode was intended to come after "Off The Menu", which sets up Liz agreeing to go on a date with Sean and Max beginning to remember his home planet.