Brody tries to get rid of Max from the UFO Centre and eventually resorts to giving him menial tasks. He is using a VR headset to relive his most recent abduction and pushes it over the safety limits as he starts to remember the warehouse in New York and Max and Nicholas being there. Then the headset explodes, causing a power cut. Tess visits Max and brings him a sweater as a present. Brody suddenly appears with his gun and his talk leads Max to briefly believe he is Larek. He insists they are both aliens and fires the gun, forcing Max to use his powers to deflect the bullet. Brody reveals he has recorded the whole thing from the centre's security cameras.
Maria, Amy and Sean turn up, hoping to interest Brody in selling Amy's T-shirts, and end up being taken hostage as well. Tess tries to mind warp Brody but his brain is too confused for it to work. He then activates a device that stops the aliens using their powers. Liz calls Maria, who acts innocent as per Brody's instructions but tries to slip a coded message to her by saying they should take the galaxy sub with pepper jack (Brody's usual order) off the menu. Liz fails to pick up on the clue however, and neither do Michael and Isobel, who are at the Crashdown Cafe with her. Hanson, who is now the sheriff, visits Jim for advice about how to handle the power cut. Jim tells him to simply phone an electrician.
Michael and Isobel head to the UFO Centre to see Max but retreat when Brody hires at them and they discover they have no powers. Rejoining Liz, they call Jim for help. Jim rings Brody, who is confused by the request for demands and eventually asks for burgers and chips for everyone. Michael uses his powers to cook them and Jim fits Liz up with a camera before sending her across. Brody is initially friendly but then realises that with the power off she couldn't have cooked them with normal methods. Suspecting she is an alien, he takes her hostage too. This prompts Sean to try and attack him with a knife. Max shouts a warning and Brody and Sean scuffle, with Sean accidentally being stabbed.
Jim sees Hanson outside the UFO Centre, having traced the source of the power cut there. He tells him there are people trapped inside but Hanson should concentrate on the traffic. Brody tells Max and Tess that he remembers their first meeting: He and Max were swimming when they saw Tess, who Max thought was beautiful but was too nervous to approach. Instead, Larek met her and introduced them at a party that evening. Max denies it happened. Meanwhile, Hanson goes back to Jim, who is forced to admit there might be a hostage situation. Max tells Brody that what he believes is true and they are hiding on Earth (which Amy dismisses as reverse psychology) but his attempt fails when Brody sees Liz is wearing a camera.
Kyle joins Jim, Michael and Isobel having heard Hanson is calling in sharp shooters. Jim notices on the camera feed that the centre's blast doors from when it was a bomb shelter are still in places and gets Kyle to break into the library to get the plans, where they find the external controls. Michael and Isobel dash over as Hanson arrives with armed police and Brody ushers everyone into a rear room. When the controls fail to work, Michael uses his powers to lower the doors. Max, Liz, Maria and Tess find the damaged VR helmet. Max and Tess realise that Brody suffered a brain injury which has allowed him to access Larek's memories. That means Max can heal him and restore him to normal, but first they need to get him to turn off the pyramid.
Maria convinces Brody to talk to her alone, while Sean tries to pick the lock. She tells him about his life, including Sydney, and convinces him to trust her. He fetches Max and then turns off the device, allowing Max to heal him. Brody remembers nothing and Max convinces him he was abducted again. They quickly release the others and try to get Amy and Sean to keep quiet. Sean agrees in return for a date with Liz, using one of the t-shirts to cover up his wound. Amy is less willing so Tess mind warps her to forget about it. The police cut their way in and are bemused by the quiet scene that greets them. Max manages to take the incriminating security footage in the confusion.
Next day, Maria talks to Brody, who can't remember much about his "abduction" but has a feeling she was there helping him. Meanwhile, Max goes to see Tess and tells her he saw Larek's memories when he was healing Brody: He remembers her.
- This episode was meant to come between "Viva Las Vegas" and "Heart of Mine". To try and solve the continuity errors, Maria's recap introduction explained the events occurred "a few weeks ago, before Max started to remember Tess, and Liz started to get closer to Sean, and before Alex died".