Michael and Monk are doing a shift on their own at MediChem: Cutbacks mean they are only running two man shifts. While they are doing their rounds, someone removes a plaster containing a sample of Michael's blood from the bin. A mysterious woman, Meris Wheeler, orders tests done on it. Next night, the alarms go off and Michael finds a broken window. The power then goes out and Monk reports seeing an intruder. Michael hears gunshots and arrives to find Monk has been shot: He dies in Michael's arms.
Liz arrives at Winnaman Academy to a harsh lecture on rules from Dean Hackett. She meets her roommate, Eileen Burrows, and claims she is known as Beth, she doesn't have a boyfriend and she comes from California. Eileen is initially unimpressed but Liz covers for her smoking using a scented candle, leaving Eileen impressed.
Maria is taken on a limousine tour of New York and meets Billy Darden working as a street busker. She takes him to the studio but Dominique shows only a passing interest in him, telling him to send her a demo tape. Maria tries to record the song she had prepared but Dominique wants her to sing a song that someone else has written, saying they'll go back to her song if it doesn't work.
Michael gives his account of what happened to his employer, who turns out to be Meris, but is frustrated when she refuses to let him talk to the police. He goes to see Jim and Kyle and Jim ends up getting a job as a security guard at MediChem to have a look around. Investigating the broken window, he quickly realises it's in the wrong position for someone to let themselves in and was broken from the inside, meaning the break-in was faked.
Eileen answers a phone call from Max and initially doesn't realise who "Liz" is until "Beth" walks past. Eileen calls her Liz and gives her the phone. Max tries to convince Liz to return to Roswell now her powers have calmed down but talking to him causes Liz to accidentally melt the phone. She tells Eileen some of the truth about her and Eileen shows her the girls' secret alcohol stash. Liz admits Max got someone else pregnant but admits she still has mixed feelings about him.
Jim gets Hanson to show him the file on Monk's murder on the pretext of needing to see it for insurance purposes and learns about a footprint found outside. Using a spray, Jim and Michael follow the footprints to a secret laboratory where they find Michael's blood sample and the dress Liz was wearing when she was shot and Max healed her. They are disturbed by scientists and Jim distracts them while Michael gets away, but is taken prisoner by Meris.
Maria tries recording the song Dominique has offered her but doesn't feel it. Dominique insists she sing that song or nothing so Maria walks out, with her and Billy taking the limo for a last spin. She heads to Winnaman and meets up with Liz, who suggests she stay there for a while: Most of the girls will be going home soon for spring break and Maria can stay in her room.
Max, Michael and Isabel decide to break into MediChem during the night to look for Jim, with Kyle staying behind to call the police if they don't come back. Jesse, suspicious of Isabel, follows them and waits outside. Max finds Jim and frees them, but as they are fleeing Jim is shot by security guards. Max heals him, but then they are both captured by Meris.
Meris explains her company found about Liz's recovery and the children recovering from cancer. They thought Michael might have healed them, so killed Monk as a test. Meris produces her aged husband, Clayton, who is dying of natural causes. Jim is cynical about her marrying an older rich man but Meris retorts that she's been married to him for 22 years and has grown to love him. She tells Max to heal him, having her men hold Jim at gunpoint. Although believing his powers won't prevent a natural death, Max uses his powers on Clayton and begins to age, collapsing. Meris and her men take Clayton away and Jim tries to reach Max but he bursts into flames. In her dorm room, Liz wakes up suddenly and tells Maria Max is dead.